Item of Form 10-K

EX-4.5 3 v92628exv4w5.txt EXHIBIT 4.5 EXHIBIT 4.5 NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT [PACIFIC AEROSPACE & ELECTRONICS LOGO] NUMBER SHARES - ------ ------ 8499 1,000 PACIFIC AEROSPACE & ELECTRONICS, INC. SERIES C VOTING CONVERTIBLE PREFERRED STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF WASHINGTON XXXXXXXXXXXXXXXXXX CUSIP NO. 693758 30 2 DESIGNATED PREFERRED SHARES: 1000 KURTIS D HUGHES TTEE THIS CERTIFIES THAT IS THE RECORD HOLDER OF *ONE THOUSAND* Shares of PREFERRED stock $.001 par value per share of PACIFIC AEROSPACE & ELECTRONICS, INC. transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: MARCH 14, 2002 [ILLEGIBLE] [ILLEGIBLE] - --------------------------------- ------------------------------------ SECRETARY PRESIDENT [PACIFIC AEROSPACE & ELECTRONICS CORPORATE SEAL] [INTERWEST LOGO] INTERWEST TRANSFER CO. INC. P.O. BOX 17136/SALT LAKE CITY, UTAH 64117 COUNTERSIGNED & REGISTERED [ILLEGIBLE] ------------------------------------------------------ COUNTERSIGNED Transfer Agent-Authorized Signature The corporation is authorized to issue two classes of stock, Common Stock and Preferred Stock. The Board of Directors of the Corporation has the authority to fix the number of shares and the designation of any series of Preferred Stock and to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any unissued series of Preferred Stock. The Corporation will furnish to any stockholder, upon request and without charge, 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, insofar as the same shall have been fixed, and of the authority of the Board of Directors to designate any preferences, rights and limitations of any wholly unissued series. Any such request should be directed to the Secretary of the Corporation at its principal office. The following abbreviations, when used in the inscription on the face of this certificate, shall be constructed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - ____Custodian____ (Cust) (Minor) under Uniform Gifts to Minors 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, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ______________________________________ ______________________________________ ________________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OR ASSIGNEE) ________________________________________________________________________________ ________________________________________________________________________________ _________________________________________________________________________ Shares of the common 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 ___________________________ X Kurtis D. Hughes TTEE _________________________________________________________ X _________________________________________________________ THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND NOTICE: WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER Signature(s) Guaranteed By [ILLEGIBLE] _______________________________________________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUANANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED MEDALLION SIGNATURE GUARANTEE PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15