Prospectus Summary

EX-4.2 3 f86991a2exv4w2.txt EXHIBIT 4.2 Exhibit 4.2 [Logo] iPass COMMON STOCK COMMON STOCK NUMBER SHARES ZQ INCORPORATED UNDER THE LAWS SEE REVERSE FOR OF THE STATE OF DELAWARE CERTAIN DEFINITIONS CUSIP 46261V 10 8 This Certifies that is the owner of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.001 PAR VALUE PER SHARE, OF iPass Inc. (hereinafter called the "Corporation"), transferable only on the books of the Corporation by the holder hereof, in person or by a duly authorized attorney or legal representative, upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. DATED: [Corporate Seal] /s/ Bruce K. Posey /s/ Kenneth D. Denman VICE PRESIDENT AND CHAIRMAN AND GENERAL COUNSEL CHIEF EXECUTIVE OFFICER COUNTERSIGNED: COMPUTERSHARE TRUST COMPANY, INC. P.O. BOX 1596, DENVER, COLORADO 80201 Transfer Agent and Registrar By: Authorized Signature iPass Inc. The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Any such request should be directed to the Corporation, attention of its Secretary, at the Corporation's principal executive offices. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT- ______ Custodian ______ (Cust) (Minor) TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right under Uniform Gifts to Minors of survivorship and not as tenants in common Act ___________________ (State) UNIF TRF MIN ACT- ____Custodian (until age __ ) (Cust) ______ under Uniform Transfers (Minor) to Minors Act __________ (State)
Additional abbreviations may also be used though not in the above list. For value received, ___________________ hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ___________________________________________________________________________ ___________________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE(S) ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ of the Shares of common stock represented by the within Certificate and do(es) hereby irrevocably constitute and appoint ___________________________________________________________________ Attorney to transfer the said Shares on the books of the within named Corporation with full power of substitution in the premises. Dated _______________ _______________________________________ _______________________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever. Signature must be guaranteed. Signature(s) Guaranteed: By _________________________________________________ THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.