COMMON COMMON
NUMBER SHARES
E
INCORPORATED UNDER CUSIP 26822P 20 4
THE LAWS OF THE SEE REVERSE FOR
STATE OF NEW JERSEY CERTAIN DEFINITIONS
[LOGO OMMITTED]
EA INDUSTRIES, INC.
This Certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE NO PAR VALUE COMMON STOCK OF
EA Industries, Inc. (herein called the "Corporation"), transferable on the books
of the Corporation in person or by duly authorized attorney upon surrender of
this Certificate properly endorsed. This Certificate and the shares of stock
represented hereby are issued and shall be held subject to all the provisions of
the Certificate of Incorporation of the Corporation and all amendments thereto,
to all of which the holder by acceptance hereof, assents. This certificate is
not valid until 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/ _________________________ [SEAL OMITTED] /s/ _________________________
SECRETARY PRESIDENT
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY,
TRANSFER AGENT
AND REGISTRAR,
BY: AUTHORIZED OFFICER
This certificate also evidences and entitles the holder hereof to certain Rights
as set forth in the Rights Agreement between EA Industries, Inc. (the "Company")
and Manufacturers Hanover Trust Company, dated as of February 10, 1988, as
amended as of October 24, 1990 (the "Rights Agreement"), the terms of which are
hereby incorporated herein by reference and a copy of which is on file at the
principal executive offices of the Company. Under certain circumstances, as set
forth in the Rights Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this certificate. The Company
will mail to the holder of this certificate a copy of the Rights Agreement,
without charge promptly after receipt of a written request therefor. As
described in the Rights Agreement, Rights beneficially owned by (i) an Acquiring
Person or any Associate or Affiliate thereof (as such terms are defined in the
Rights Agreement), (ii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee after the Acquiring Person
becomes such or (iii) under certain circumstances, a transferee of an Acquiring
Person (or of any such Associate or Affiliate) who becomes a transferee before
or concurrently with the Acquiring Person becoming such, shall become null and
void.
The Company will furnish to any shareholder without charge, upon request
addressed to the Secretary or its transfer agent, a full statement of the
designations, relative rights, preferences and limitations of the shares of each
authorized class, and of each series of preferred shares authorized to be
issued, so far as the same may have been determined, and a statement of the
authority of the Board of Directors to divide the preferred shares into series
and to determine and change the relative rights, preferences and limitations
of any series.
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
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants in common
UNIF GIFT MIN ACT _________________ Custodian ____________________
(Cust) (Minor)
under Uniform Gifts to Minors
Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARICULAR, WITHOUT ALTERATION
OR ENLARGEMENT, OR ANY CHANGE WHATEVER.
For value received, _________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------- Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint _____________________________________________
- --------------------------------------------------------------------------------
Attorney to transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises.
Dated, _______________________
-------------------------------------------------
-------------------------------------------------
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.
Signature(s) Guaranteed:
- -------------------------------------------------------
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.