Exhibit 4.2
[Eagle Graphic]
SEE LEGEND ON REVERSE
NUMBER SHARES
PD XXX
INCORPORATED UNDER THE LAWS OF THE STATE OF WASHINGTON
Series D Convertible Preferred Stock
BRIAZZ, INC.
150,000,000 Shares Authorized Having No Par Value
100,000,000 Shares of Common Stock 50,000,000 Shares of Preferred Stock
THIS CERTIFIES THAT SPECIMEN is the owner of ** ** fully paid and
non-assessable Shares of the above Corporation transferable only on the books
of the Corporation by the holder hereof in person or by a duly authorized
Attorney upon surrender of this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and to be sealed with the Seal of the
Corporation.
Dated [Date]
/s/ Victor D. Alhadeff
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President Secretary
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THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER UNITED STATES
FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY
THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT
REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE UNITED STATES FEDERAL OR
STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM,
SUCH COMPLIANCE, AT THE OPTION OF THE CORPORATION, TO BE EVIDENCED BY AN
OPINION OF SHAREHOLDER'S COUNSEL, IN FORM ACCEPTABLE TO THE CORPORATION, THAT
NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED
TRANSFER OR ASSIGNMENT.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS
THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL, OR
OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE
QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.
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. Additional abbreviations may also
be used though not in the list.
<Table>
<Caption>
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- Custodian (Minor)
TEN ENT -- as tenants by the entireties under Uniform Gifts to Minors Act (State)
JT TEN -- as joint tenants with right of survivorship
and not as tenants in common
</Table>
<Table>
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
For value received, the undersigned hereby sells, assigns and transfers unto
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
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represented by the within Certificate, and hereby irrevocably constitutes and appoints
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- --------------------------------------------------------------------------------------------- Attorney to transfer the said
shares on the books of the within-named Corporation with full power of substitution in the premises.
Dated,
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In presence of ----------------------------------------------------------
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</Table>
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 whatever.