CERTIFICATE PREFERRED STOCK CERTIFICATE
NUMBER SHARES
0001 5,000,000
CONVERTIBLE ENOTE.COM, INC. CONVERTIBLE
PREFERRED STOCK (Incorporated Under the Laws PREFERRED STOCK
of the State of Delaware)
This certifies that friedlander international limited is the registered owner
of five million (5,000,000) fully paid and nonassessable shares of the $1.00
stated value convertible preferred stock of ENOTE.COM, INC. (the "Corporation").
The total authorized Convertible Preferred Stock of the Corporation is
represented by a single class consisting of five million shares. Each share of
Convertible Preferred Stock has a liquidation preference of $1.00 per share. The
holders of Convertible Preferred Stock shall not be entitled to any dividend
preference but shall instead share ratably with the holders of the Corporation's
Common Stock in all dividends that are or may be declared by the Board of
Directors. The Convertible Preferred Stock is convertible into Common Stock at
any time on a share for share basis, subject to adjustment for certain events
including certain future sale of securities. Except in cases where class voting
is required under Delaware law, the holders of Convertible Preferred Stock have
voting rights and powers equal to the voting rights and powers of the
Corporation's Common Stock.
The shares of Convertible Preferred Stock represented by hereby have certain
other rights, privileges and preferences which are set forth in their entirety
in the Certificate of Powers, Designations, Preferences and Rights relating
thereto which has been filed with the Secretary of State of the State of
Delaware. A complete copy of the Certificate of Designation will be provided
without charge to any person who requests such a copy from the Secretary of the
Company at its principal office One Lawson Lane, Burlington, Vermont 05402.
This certificate is not valid until countersigned by the Transfer Agent and
Registrar.
WITNESS the signatures of its duly authorized officers.
Dated: April 5, 1999
Secretary President
Countersigned:
American Stock Transfer & Trust Co.
New York, New York
By ___________________________?
Authorized Officer
ASSIGNMENT OF CONVERTIBLE PREFERRED STOCK
FOR VALUE RECEIVED, the undersigned registered owner sells, assigns and
transfers unto _____________________________ a total of ________________ shares
of Convertible Preferred Stock represented by the within certificate and does
hereby irrevocably make constitute and appoint ________________________________
Attorney to transfer said stock on the books of the Corporation with full power
of substitution in the premesis.
Dated:____________________
Signature of Stockholder
Signature Guaranteed:
Note: The above signature must correspond with the name written upon the face of
this Certificate in every particular, without alteration or enlargement or
any change whatever unless this Preferred Stock Certificate has been
assigned.
ELECTION TO CONVERT PREFERRED STOCK
The undersigned registered owner hereby irrevocably elects to exercise his
right to convert _________________ shares of Convertible Preferred Stock
represented by the within certificate into Common Stock of the Company, and
requests that certificates for such shares be issued in the name of:
- ------------------------------------------
(Name and Taxpayer Identification Number)
- ------------------------------------------
(Street Address)
- ------------------------------------------
(City, State, Zip Code)
and if said number of shares shall not be all the shares represented by the
within certificate, that a new certificate for the balance remaining of the
Preferred Stock be registered in the name of the undersigned.
Dated:____________________
Signature of Stockholder
Signature Guaranteed:
Note: The above signature must correspond with the name written upon the face of
this Certificate in every particular, without alteration or enlargement or
any change whatever unless this Preferred Stock Certificate has been
assigned.