SC&T
INTERNATIONAL INC
SC&T INTERNATIONAL, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF ARIZONA
AUTHORIZED SHARES 25,000,000 PAR VALUE $0.01
CUSIP 783975 10 5
SEE REVERSE
FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT
Is The Owner of
Fully Paid and Non-Assessable Shares of Common Stock, Par Value $0.01, of
SC&T INTERNATIONAL, INC.
Transferable on the books of the Corporation by the holder hereof, in person or
by duly authorized attorney, upon surrender of this Certificate property
endorsed or accompanied by a proper assignment. This Certificate, and the shares
represented hereby are issued and shall be subject to all the provisions of the
Articles of Incorporation and the Bylaws of the Corporation, and all amendments
thereto, copies of which are on file and the principal office of the Corporation
and the Transfer Agent to all of which the holder of this Certificate by
acceptance thereof asserts. This Certificate is not valid unless countersigned
by the Transfer Agent.
IN WITNESS WHEREOF, the Corporation has caused the facsimile signatures
of its duly authorized officers and its facsimile seal to be hereunto affixed.
Dated: 04/03/1996
/s/ Timothy J. Stocker /s/ James Copland
SECRETARY PRESIDENT
SC&T INTERNATIONAL, INC.
INCORPORATED
June 23,
1993
ARIZONA
SC&T INTERNATIONAL, INC.
The Corporation will furnish to any shareholder upon request and
without charge, a full statement of the designations preferences, imitations,
and relative rights of the shares of each other class of stock or series thereof
authorized to be issued.
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 UNIF GIFT MIN ACT-_____Custodian_____
JT TEN-as joint tenants with right of (Cust) (Minor)
survivorship and not as tenants Under Uniform Gifts to Minors Act
in common ___________________________________
(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
- ---------------------------------------
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES ACT AND ARE
"RESTRICTED SECURITIES" WITHIN THE MEANING OF SUCH ACTS. THE SHARES MAY NOT BE
SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISTRIBUTED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION UNDER SUCH ACTS OR THE RECEIPTS OF AN OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.
THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST AND WITHOUT CHARGE,
A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS, AND RELATIVE
RIGHTS OF THE SHARES OF EACH CLASS AUTHORIZED TO BE ISSUED. Shares of the Common
Stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint ________________________________ attorney-in-fact 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(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.
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 17 Ad-15.