SPECIMEN STOCK CERTIFICATE
COMMON STOCK [LOGO] COMMON STOCK
NUMBER SHARES
[BOX WITH IMAGE GUIDED [BOX WITH
ABSTRACT DESIGN] TECHNOLOGIES, INC. ABSTRACT DESIGN]
INCORPORATED UNDER THE SEE REVERSE FOR
LAWS OF COLORADO CERTAIN DEFINITIONS
CUSIP 451922 10 8
This Certifies That
[The words "This Certifies That" and "is the owner of" are enveloped
in a large rectangle created out of angled lines of varying lengths]
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, NO PAR VALUE OF
IMAGE GUIDED TECHNOLOGIES, INC.
[Design created by three parallel lines] [Design created by three parallel lines]
transferable on the books of the Corporation in person or by attorney duly authorized in writing upon
surrender of this certificate properly endorsed. This certificate and the shares represented hereby
are issued and shall be held subject to all the provisions of the Corporation's Articles of
Incorporation and any amendments thereof, copies of which are on file with the Transfer Agent to all the
provisions of which the holder hereof by acceptance of this certificate assents.
This certificate is not valid until countersigned by the Transfer Agent and registered by the
Registrar.
WITNESS the facsimile signatures of its duly authorized officers. [The words "CERTIFICATE OF STOCK"
are superimposed over the words in the previous four lines]
Dated:
SECRETARY CHAIRMAN OF THE BOARD
[Image of Company's
Corporate Seal]
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
BY TRANSFER AGENT
AND REGISTRAR
AUTHORIZED SIGNATURE
[The engraved type on the front of the stock certificate contains an abstract design]
IMAGE GUIDED TECHNOLOGIES, INC.
The Corporation will furnish to each shareholder who so requests in writing
and without charge a summary of the designations, preferences, limitations, and
relative rights applicable to each class authorized to be issued, the variations
in preferences, limitations, and rights determined for each series, and the
authority of the board of directors to determine variations for future classes
or series. Such requests may be made to the Secretary 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 UNIF GIFT/TRANS MIN ACT- Custodian
TEN ENT- as tenants by the entireties --------------------------- -----------------
JT TEN- as joint tenants with (Cust) (Minor)
right of survivorship and
not as tenants in common under Uniform Gifts/Transfers to
Minors Act
---------------------------
(Name)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, , hereby
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sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
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Shares
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of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
Attorney to
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transfer the said stock on the books of the within-named Corporation with full
power of substitution in the premises.
Dated, X
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X
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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 WHATSOEVER.
SIGNATURE GUARANTEED:
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THE SIGNATURE(S) SHOULD 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.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED,
THE CORPORATION MAY REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE
ISSUANCE OF A REPLACEMENT CERTIFICATE.