Oracle Corporation Specimen Common Stock Certificate and Rights Agreement Reference

Summary

This document is a specimen certificate representing shares of Oracle Corporation's common stock, issued under Delaware law. It outlines the holder's rights to transfer shares, subject to proper endorsement and registration by the transfer agent, Fleet National Bank. The certificate also references an Amended and Restated Preferred Shares Rights Agreement, which grants certain rights to the holder and may affect the validity of those rights under specific circumstances. Copies of the Rights Agreement are available upon request from Oracle Corporation's principal office.

EX-4.05 3 dex405.txt SPECIMEN CERTIFICATE OF REGISTRANT'S COMMON STOCK EXHIBIT 4.05 COMMON STOCK COMMON STOCK NUMBER [LOGO] SHARES ORACLE CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFICATE IS TRANSFERABLE SEE REVERSE SIDE FOR CERTAIN IN BOSTON, MA OR NEW YORK, NY 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/ Lawrence J. Ellison Counter signed and Registered: Chairman of the Board and Chief Fleet National Bank Executive Officer Transfer Agent and Registrar BY /s/ Daniel Cooperman Authorized Signature Secretary 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. FLEET NATIONAL BANK FORMERLY KNOWN AS BANKBOSTON, N.A. AS THE SUCCESSOR 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 an Amended and Restated Preferred Shares Rights Agreement between Oracle Corporation and Fleet National Bank, formerly known as BankBoston, N.A., the successor rights agent, dated as of March 31, 1998, as amended by Amendment Number One thereto, dated as of February 8, 1999 (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.