Premium Standard Farms, Inc. Specimen Common Stock Certificate

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Summary

This document is a specimen stock certificate for shares of common stock in Premium Standard Farms, Inc., a Delaware corporation. It certifies ownership of fully paid shares, which are transferable upon proper endorsement and registration. The certificate includes restrictions to comply with Missouri law, limiting non-U.S. citizens and entities from owning more than 10% of shares without company consent, to prevent foreign control of farmland. Holders may be required to sell or have shares redeemed if these limits are exceeded. The certificate must be countersigned by the transfer agent to be valid.

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EX-4.11 7 c92944a2exv4w11.txt SPECIMEN STOCK CERTIFICATE EXHIBIT 4.11 NUMBER [PREMIUM STANDARD FARMS LOGO] PSF PREMIUM STANDARD FARMS, INC. SHARES COMMON STOCK PAR VALUE $0.01 INCORPORATED UNDER THE LAWS SEE REVERSE FOR CERTAIN DEFINITIONS OF THE STATE OF DELAWARE AND PROVISIONS RELATING TO TRANSFER OR OTHER RIGHTS AND RESTRICTIONS CUSIP 74060C 10 5 CERTIFIES THAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF PREMIUM STANDARD FARMS, INC. (hereinafter the "Corporation") transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are not issued and are not valid unless 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/ Gerard J. Schulte /s/ John M. Meyer SECRETARY CHIEF EXECUTIVE OFFICER COUNTERSIGNED AND REGISTERED: UMB BANK, N.A. BY TRANSFER AGENT AND REGISTRAR AUTHORIZED SIGNATURE No individual or entity may own any class of capital stock ("Shares") of Premium Standard Farms, Inc. (the "Company") to the extent such ownership would cause the Company to be in violation of Missouri's statutory prohibition (Missouri Revised Statutes Section 442.560 to 442.592, as amended from time to time and any regulations thereunder) against non-U.S. citizens and non-U.S. entities holding a controlling interest in a business that owns land used for farming (the "Foreign Ownership Limitations"). As a protective measure intended to ensure that the Company does not violate the Foreign Ownership Limitations, no non-U.S. citizen or non-U.S. entity may own, in the aggregate, directly or indirectly, more than 10% of any Shares without the Company's prior written consent. In addition, to prevent a violation of the Foreign Ownership Limitations, any holder of Shares may be forced to dispose of such Shares and may be subject to redemption of such Shares by the Company. The described restriction, forced disposal, redemption and additional terms and conditions are set forth in Article X of the Company's Amended and Restated Certificate of Incorporation, which is available upon request. Each holder of this Stock Certificate, by accepting the same, accepts and agrees to the foregoing. 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 under Uniform Gifts to Minor JT TEN -- as joint tenants with right of Act____________________ survivorship and not as tenants (State) in common UNIF TRANS MIN ACT _______________ Custodian _____________ (Cust) (Minor) under Uniform Transfers to Minor 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) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- shares - ------------------------------------------------------------------------- of the common stock represented by the within certificate and do(es) 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: -------------------------------- ------------------------------------------ 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 WHATSOEVER. Signature(s) Guaranteed: - -------------------------------------------------------------------------- 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. KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.