FVC.COM, INC. Series A Preferred Stock Certificate

Summary

This document certifies that the named holder owns shares of Series A Preferred Stock in FVC.COM, INC., a Delaware corporation. The shares are transferable only on the company's records by the holder or an authorized agent, upon proper endorsement and surrender of the certificate. The certificate also notes that the shares have not been registered under the Securities Act of 1933 and may only be transferred under certain legal conditions. Rights and restrictions related to the shares are available upon request from the company.

EX-4.2 3 ex-4_2.txt EXHIBIT 4.2 EXHIBIT 4.2 NUMBER Incorporated Under SHARES the Laws of the State of Delaware on October 29, 1997 FVC.COM, INC. SERIES A PREFERRED STOCK THIS CERTIFIES THAT is the registered holder of Shares of the Series A Preferred Stock of FVC.COM, INC. transferable only on the books of the Corporation by the holder hereof, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed or assigned. A statement of the rights, preferences, privileges and restrictions granted to or imposed upon the respective classes or series of shares of stock of the Corporation and upon holders thereof as established by the Certificate of Incorporation, and the number of shares constituting each series and the designations thereof, may be obtained by any stockholder upon request and without charge at the principal office of the Corporation. IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its duly authorized officers this ___ day of __________. [SEAL] /s/ Lee F. Benton /s/ Ralph Ungermann ------------------------------ -------------------------------- Lee F. Benton Ralph Ungermann Secretary Chairman of the Board SHARES EACH NOTICE: The signature to this assignment must strictly correspond with the name as written upon the face of the Certificate in every particular and without alteration or enlargement or any change whatever. For value Received,__________hereby sell, assign and transfer unto _________________________________________________________________________ ___________________________________________________________________Shares of the Preferred Stock of the within named Corporation, represented by the within Certificate and do hereby irrevocably constitute and appoint____________________________________________Attorney to transfer the said shares of said Preferred Stock on the books of the said Corporation, pursuant to the provisions of the By-Laws thereof, with full powers of substitution in the premises. Dated____________________A.D. ________ ___________________________________ In Presence of: _____________________________________ THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS (A) PURSUANT TO SEC RULE 144 OR (B) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES OR (C) THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.