EXHIBIT 4.2
[BLUE BORDER DESIGN]
[FRONT OF CERTIFICATE]
INCORPORATED UNDER THE LAWS OF THE STATE OF GEORGIA
NUMBER [MANHATTAN ASSOCIATES LOGO] SHARES
MA
COMMON STOCK SEE REVERSE FOR
PAR VALUE $.01 CERTAIN DEFINITIONS
MANHATTAN ASSOCIATES, INC.
CUSIP 562750 10 9
THIS CERTIFIES THAT [SPECIMEN] IS THE
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OWNER OF ________________________________________________ FULLY-PAID AND NON-
ASSESSABLE SHARES OF THE COMMON STOCK OF Manhattan Associates, Inc. transferable
on the books of the Corporation by the holder hereof in person or by duly
authorized Attorney, upon surrender of this Certificate properly endorsed. This
Certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar. Witness the facsimile seal of the Corporation and
the facsimile signatures of its duly authorized officers.
Dated:
/S/ Michael J. Casey [MANHATTAN ASSOCIATES, INC. /S/Alan J. Dabbiere
- -------------------- CORPORATE SEAL GEORGIA] -------------------
TREASURER [PRESIDENT AND CHIEF
EXECUTIVE OFFICER]
COUNTERSIGNED AND REGISTERED:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
[BACK OF CERTIFICATE]
MANHATTAN ASSOCIATES, INC.
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 MIN ACT - CUSTODIAN
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TEN ENT - as tenants by the (CUST) (MINOR)
entireties under the Uniform Gifts to
Minors Act
JT TEN - as joint tenants with the --------------
right of survivorship and (State)
not as tenants in common
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
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SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]
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Please print or typewrite name and address including postal zip code of assignee
Shares
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of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
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Attorney to transfer the said stock on the books of the within-named Corporation
with the full power of substitution in the premises.
Dated,
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NOTICE: The signature of 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.
SIGNATURE(S) 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 17A-15.
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