SONIC
NUMBER LOGO SHARES
SEE REVERSE FOR
CERTAIN DEFINITIONS
FOUNDRY
SONIC FOUNDRY, INC. CUSIP 83545R 10 8
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
This Certifies that
is the record holder of
FULLY PAID AND NON-ASSESSABLE SHARES OF $.01 PAR VALUE EACH OF THE COMMON
STOCK OF
Sonic Foundry, Inc., transferable on the books of the Corporation by the holder
hereof in person or by duly authorized attorney upon the surrender of this
Certificate properly endorsed. This Certificate is not valid unless
countersigned by the Transfer Agent.
Witness the facsimile seal and signatures of its duly authorized officers.
Dated:
SONIC FOUNDRY, INC. /s/ Kenneth A. Minor /s/
CORPORATE ------------------------ ------------------------
SEAL Kenneth A. Minor CHAIRMAN AND
MARYLAND ASSISTANT SECRETARY CHIEF EXECUTIVE OFFICER
COUNTERSIGNED:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
BY TRANSFER AGENT
AUTHORIZED OFFICER
AMERICAN BANK NOTE COMPANY MAR 27, 1998 fm
3504 ATLANTIC AVENUE
SUITE 12
LONG BEACH, CA 90807 055905FC-A
(562)989-2333
(FAX) (562) 426-7450 METRO Proof _________REV 2
(c) Jeffries Banknote Company
SONIC FOUNDRY, INC.
If the Corporation is authorized to issue different classes of shares or
different series within a class, the Corporation will furnish in writing and
without charge to each shareholder who so requests, a summary of the
designations, relative rights, preferences and limitations applicable to each
class, and the variations in rights, preferences and limitations determined for
each series and the authority of the Board of Directors to determine variations
for future 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
accourding 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)
UNIF TRAN MIN ACT--...........Custodian...........
(Cust) (Minor)
under Uniform Transfers to Minors
Act..............................
(State)
Additional abbreviations may also be used though not in the above list.
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 ZIP CODE OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
__________________________________________________________________________Shares
of the Common 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, ____________________________________
AFFIX MEDALLION SIGNATURE
GUARANTEE IMPRINT BELOW
----------------------------------------
----------------------------------------
ABOVE SIGNATURE(S) 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.
THE SIGNATURE(S) MUST BE GUARANTEED BY
AND ELIGIBLE GUARANTOR INSTITUTION SUCH
AS A SECURITIES BROKER/DEALER,
COMMERCIAL BANK & TRUST COMPANY, SAVINGS
AND LOAN ASSOCIATION OR A CREDIT UNION
PARTICIPATING IN A MEDALLION PROGRAM
APPROVED BY THE SECURITIES TRANSFER
ASSOCIATION, INC.
AMERICAN BANK NOTE COMPANY MAR 27, 1998 fm
3504 ATLANTIC AVENUE
SUITE 12
LONG BEACH, CA 90807 055905bk-A
(562) 989-2333
(FAX) (562) 426-7450 Proof_______REV 2