Number CS-Stock Cert. No.

* No. of Shares *


Company Name
A Delaware Corporation

This certifies that Stock Holder is the record holder of No. of Shares (written in text)         (No. of Shares- written in numerical form) shares of Common Stock of Company Name, a Delaware corporation (the “Company”), transferable only on the books of the Company by the holder, in person, or by duly authorized attorney, upon surrender of this certificate properly endorsed or assigned.

This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation and the Bylaws of the Company and any amendments thereto, to all of which the holder of this certificate, by acceptance hereof, assents.

A statement of all of the rights, preferences, privileges and restrictions granted to or imposed upon the respective classes and/or series of shares of stock of the Company and upon the holders thereof may be obtained by any stockholder upon request and without charge, at the principal office of the Company, and the Company will furnish any stockholder, upon request and without charge, a copy of such statement.

In Witness Whereof, the Company has caused this certificate to be signed by its duly authorized officers on Date.

[Officer 3], Secretary

[Officer 1], President

For value received [Stock Holder] hereby sells, assigns and transfers unto[Stock Recipient] [Number of Shares (text)] shares represented by the written Certificate and does hereby irrevocably constitute and appoint [Appointee] attorney to transfer the said shares on the share register of the within named Corporation with full power of substitution in the premises.

Dated [Date]

Notice: the signature on this assignment must correspond with the name as written upon the face of this certificate, in every particular, without alteration or enlargement, or any change whatsoever.

The securities represented hereby have not been registered under the Securities Act of 1933, and have been acquired for investment and not with a view to, or in connection with, the sale or distribution thereof. No such sale or distribution may be effected without an effective Registration Statement related thereto or an opinion of counsel in a form satisfactory to the Company that such registration is not required under the Securities Act of 1933.

The shares represented by this Certificate may be transferred only in accordance with the Terms of an agreement between the Company and the stockholder, a copy of which is on file with and may be obtained from the secretary of the Company.

The sale, pledge, hypothecation or transfer of the securities represented by this certificate is subject to the Terms and Conditions of a certain Right of First Refusal and Co-Sale Agreement by and between the Holder, the Corporation and certain holders of common and preferred Stock of the Corporation. Copies of such Agreement may be otained upon written request to the secretary of the Corporation.

The shares evidenced hereby are subject to the Terms and Conditions of a Voting Agreement by and among the Company and certain Stockholders of the Company (a copy of which may be obtained from the Company) which places certain restrictions on the voting of the shares evidenced hereby. Any person accepting any interest in such shares shall be deemed to agree to and shall become bound by all the provisions of said Voting Agreement.