Other Expenses of Issuance and Distribution

EX-4.2 3 f99063a2exv4w2.txt EXHIBIT 4.2 EXHIBIT 4.2 (CERTIFICATE OF COMMON STOCK) COMMON STOCK COMMON STOCK Number Shares VLTR (VOLTERRA LOGO) VOLTERRA SEMICONDUCTOR CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 928708 10 6 SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT IS THE RECORD HOLDER OF FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $0.001 PAR VALUE, OF VOLTERRA SEMICONDUCTOR CORPORATION 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 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: FOR POSITION ONLY FOR POSITION ONLY /s/ Greg Hildebrand (VOLTERRA SEAL) /s/ Jeffrey Staszak SECRETARY PRESIDENT COUNTERSIGNED AND REGISTERED: REGISTRAR AND TRANSFER COMPANY TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE VOLTERRA SEMICONDUCTOR CORPORATION The Corporation will furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock of the Corporation or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests shall be made to the Corporation's Secretary at the principal office of the Corporation. 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 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, OF ASSIGNEE) ________________________________________________________________________________ ________________________________________________________________________________ _________________________________________________________________________ Shares of the capital 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 ______________________________________ Signature(s) Guaranteed X ______________________________________ NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. By _______________________________________ THE SIGNATURE(S) MUST 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.