1
EXHIBIT 4
SERIES C PREFERRED SERIES C PREFERRED
NUMBER [SECURITY FIRST LOGO APPEARS HERE] SHARES
SFPC-
SECURITY FIRST TECHNOLOGIES CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
SEE REVERSE
SIDE FOR
CERTAIN LEGENDS
This Certifies that SPECIMEN
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF SERIES C REDEEMABLE CONVERTIBLE
PREFERRED STOCK, PAR VALUE $0.01 PER SHARE, OF
Security First Technologies Corporation (the "Corporation"), a Delaware
corporation with its principal executive office located in Atlanta, Georgia. The
shares represented by this certificate are transferable only on the stock
transfer books of the Corporation by the holder of record hereof, or by his or
her duly authorized attorney or legal representative, upon the surrender of this
certificate properly endorsed.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
executed by the signature of its duly authorized officers and has caused its
corporate seal to be hereunto affixed.
Dated:
SECURITY FIRST TECHNOLOGIES CORPORATION
[SEAL]
--------------------------------- BY: ---------------------------------
SECRETARY PRESIDENT
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SECURITY FIRST TECHNOLOGIES CORPORATION
The shares represented by this certificate are issued subject to all the
provisions of the certificate of incorporation and bylaws of Security First
Technologies Corporation (the "Corporation") as from time to time amended
(copies of which are on file at the principal executive office of the
Corporation), to all of which the holder by acceptance hereof assents.
The Corporation is authorized to issue more than one class or series of
stock. The Corporation will furnish to any shareholder, upon request and without
charge, a full statement of the powers, designations, preferences and relative,
participating, optional, or other special rights of each authorized class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights, to the extent that the same have been fixed, and
of the authority of the board of directors to designate the same with respect to
other series. Such request may be made to the Corporation at its principal
executive office.
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
TEN ENT - as tenants by the entireties --------- ---------
JT TEN - as joint tenants with right (Coat) (Minor)
survivorship and not as under Uniform Gifts to Minors
tenants in common Act
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(State)
Additional abbreviations may also be used though not in the above list.
For value received, hereby sell, assign and transfer unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE:
--------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING POSTAL CODE, OF ASSIGNEE)
- --------------------------------------------------------------------------------
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shares represented by the within certificate,
- ----------------------------------
and do hereby irrevocably constitute and appoint Attorney
------------------------
to transfer the said shares on the books of the Corporation with full power of
substitution in the premises.
Dated
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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.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT") OR ANY OTHER FEDERAL OR STATE
SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED
UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER
APPLICABLE FEDERAL SECURITIES LAWS COVERING SUCH SECURITIES OR THE CORPORATION
RECEIVES AN OPINION OF COUNSEL IN FORM SATISFACTORY TO THE CORPORATION THAT AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.