Form of Netzee Series B 8

EX-4.2.2 5 g65280ex4-2_2.txt FORM OF NETZEE SERIES B 8% 1 EXHIBIT 4.2.2 * SEE REVERSE SIDE FOR RESTRICTIVE LEGENDS * NO. *B1* 500.000* SHARES INCORPORATED UNDER THE LAWS OF THE STATE OF GEORGIA NETZEE, INC. THIS CERTIFIES THAT Bruce R. Gall & Associates, Inc. is the owner of Five Hundred Thousand (*500,000*) ___________ Shares of Series B 8% Convertible Preferred Stock of NETZEE, INC. -- Fully paid and non-assessable -- transferable only on the Books of the Corporation by the holder hereof in person or by attorney upon surrender of this Certificate properly endorsed. PREFERRED In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunto affixed. as of this 6th day of October 2000 /s/ Richard S. Eiswirth /s/ Catherine G. Silver -------------------------------- -------------------------------- Secretary President SHARES -- NO PAR VALUE -- EACH 2 THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES ACTS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES ACTS WITH RESPECT TO SUCH SHARES IS EFFECTIVE OR UNLESS THE COMPANY IS IN RECEIPT OF AN OPINION OF COUNSEL SATISFACTORY TO IT TO THE EFFECT THAT SUCH SHARES MAY BE SOLD WITHOUT REGISTRATION UNDER THE ACT AND SUCH ACTS. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN A REGISTRATION RIGHTS AGREEMENT, AS AMENDED, AND AN ASSET PURCHASE AGREEMENT, AS AMENDED, TO WHICH THE COMPANY IS A PARTY. ANY TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IN VIOLATION OF SAID AGREEMENTS SHALL BE VOID. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH RESTRICTIONS WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT OF WRITTEN REQUEST THEREFOR ADDRESSED TO THE COMPANY. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS A STATEMENT OF 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. SUCH REQUEST MAY BE MADE TO THE CORPORATION. CERTIFICATE FOR *500,000* SHARES OF THE PREFERRED STOCK NETZEE, INC. ISSUED TO Bruce R. Gall & Associates, Inc. DATE October 6, 2000 For Value Received, ____ hereby sell assign and transfer unto _____________________________________________________________ __________________________________________________________________ Shares of the Preferred Stock represented by the within Certificate and do hereby irrevocably constitute and appoint _____________________________________________________ Attorney to transfer the said Stock on the books of the within named Corporation with full power of substitution in the premises. Dated __________________ In presence of ____________________________________ NOTICE. THE SIGNATURE OF 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.