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EXHIBIT 4.3
COMMON STOCK COMMON STOCK
NUMBER SHARES
USFS
U.S. FRANCHISE SYSTEMS, INC.
INCORPORATED UNDER THE LAWS SEE REVERSE FOR
OF THE STATE OF DELAWARE CERTAIN DEFINITIONS
THIS IS TO CERTIFY THAT CUSIP 902956 30 9
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK
OF THE PAR VALUE OF $0.01 PER SHARE OF
U.S. FRANCHISE SYSTEMS, INC.
transferable upon 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 and registered by
the Transfer Agent and Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Dated:
[Signature of Neal Aronson] [Signature of Michael A. Leven]
EXECUTIVE VICE PRESIDENT AND SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER
U.S. FRANCHISE SYSTEMS, INC.
CORPORATE
SEAL
1997
DELAWARE
*
COUNTERSIGNED AND REGISTERED:
WACHOVIA BANK OF NORTH CAROLINA, N.A.
(WINSTON-SALEM, NC) TRANSFER AGENT AND REGISTRAR
BY:
AUTHORIZED SIGNATURE
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The Corporation will furnish without charge to each stockholder who so
requests a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each lcass of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights. Such request may be addressed to the Secretary of the Corporation
or to the Transfer Agent and Registrar named on the face of this Certificate.
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.
For Value Received, _________________________________________ hereby 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, INCLUDING ZIP CODE, OF ASSIGNEE)
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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
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Signature(s) Guaranteed: ------------------------------------
Signature
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY NOTICE: THE SIGNATURE(S) TO THIS AN
ELIGIBLE GUARANTOR INSTITUTION, AS ASSIGNMENT MUST CORRESPOND WITH THE
DEFINED IN RULE 17Ad-15 UNDER THE AS NAME(S) AS WRITTEN UPON THE FACE
SECURITIES AND EXCHANGE ACT OF 1934, AS OF THE CERTIFICATE IN EVERY
AMENDED. PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.