ORACLE CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

EX-4.01 2 dex401.htm SPECIMEN CERTIFICATE OF REGISTRANT'S COMMON STOCK Specimen Certificate of Registrant's Common Stock

EXHIBIT 4.01

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COMMON STOCK NUMBER		[LOGO]		COMMON STOCK SHARES

ORACLE CORPORATION

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

THIS CERTIFICATE IS TRANSFERABLE

IN CANTON, MA, JERSEY CITY, NJ

AND NEW YORK, CITY NY

SEE REVERSE SIDE FOR CERTAIN

DEFINITIONS AND A STATEMENT OF RIGHTS, PREFERENCES, AND PRIVILEGES

CUSIP 68389X 10 5

THIS CERTIFIES THAT

IS THE RECORD HOLDER OF

FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $0.01 PAR VALUE, OF

ORACLE CORPORATION

transferable on the books of the Corporation by the record holder hereof in person or by duly authorized attorney 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:



	[SEAL]	/s/ Safra A. Catz
Counter signed and Registered: Computershare Trust Company, N.A.		President



	Transfer Agent and Registrar

BY		/s/ Daniel Cooperman
	Authorized Signature	Secretary

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ORACLE CORPORATION

A statement of the rights, preferences, privileges, and restrictions granted to or imposed upon the respective classes and series of the shares authorized to be issued and upon the holders thereof may be obtained upon request and without charge from the Corporation at its principal executive office.

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
TEN ENT -	as tenants by the entireties		(Cust)		(Minor)
JT TEN -	as joint tenants with right of survivorship		under Uniform Gifts to Minors
	and not as tenants in common		Act
				(State)

Additional abbreviations may also be used though not in the above list.

COMPUTERSHARE TRUST COMPANY, N.A .

AS THE RIGHTS AGENT

For Value Received, hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE




(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


		Shares
of the Common Stock represented by the within Certificate and do 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(s) Guaranteed By

THE SIGNATURE (S) SHOULD 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.

This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Preferred Share Rights Agreement between Oracle Corporation and Computershare Trust Company, N.A., as rights agent, dated as of January 31, 2006 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Oracle Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Oracle Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefore. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.