1 EXHIBIT 4.20 SERIES E PREFERRED THESE SECURITIES ARE RESTRICTED FROM SERIES E PREFERRED TEMPORARY CERTIFICATE TRANSFER AS INDICATED ON REVERSE SIDE TEMPORARY CERTIFICATE NO. TP 1 SHARES: 300 THIS CERTIFICATE IS TRANSFERRABLE IN THE CITY OF BEVERLY HILLS, CA DOVE ENTERTAINMENT, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA THIS CERTIFIES THAT [SPECIMEN] ---------- IS THE OWNER OF ***THREE HUNDRED*** FULLY PAID AND NON-ASSESSABLE SHARES OF SERIES E PREFERRED STOCK, PAR VALUE $0.01 PER SHARE, EACH OF WHICH ARE TRANSFERRABLE ON 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 A TEMPORARY CERTIFICATE AND WILL BE REPLACED BY A PRINTED CERTIFICATE AS SOON AS PRACTICABLE AFTER THE ISSUANCE HEREOF UPON THE SURRENDER OF THE ORIGINAL VERSION OF THIS TEMPORARY CERTIFICATE. IN WITNESS WHEREOF, THE SAID CORPORATION HAS CAUSED THIS CERTIFICATE TO BE SIGNED BY ITS DULY AUTHORIZED OFFICERS AND ITS CORPORATE SEAL TO BE HEREUNTO AFFIXED THIS 10TH DAY OF JUNE OF 1997. /s/ DEBORAH RAFFIN /s/ MICHAEL VINER --------------------- ---------------------- SECRETARY PRESIDENT 2 THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF THESE SECURITIES, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS ARE SET FORTH IN THE CERTIFICATE OF DETERMINATION OF SERIES E PREFERRED STOCK. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A COPY OF THE CERTIFICATE OF DETERMINATION OF SERIES E PREFERRED STOCK. FOR VALUE RECEIVED,_______ HEREBY SELL, ASSIGN AND TRANSFER UNTO ______________________________________________________________________________ (NAME AND ADDRESS OF TRANSFEREE SHOULD BE PRINTED OR TYPEWRITTEN) _________________________________________________________________ SHARES REPRESENTED BY THE WITHIN CERTIFICATE AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT ATTORNEY TO TRANSFER THE SAID SHARES ON THE BOOKS OF THE WITHIN NAMED CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES. DATED:_____________________ ___________________ SIGNATURE SIGNATURE GUARANTEED: BY:________________________________ THE SIGNATURES SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS) WHICH HAS MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO S.E.C. RULE THESE SHARES ARE SUBJECT TO THE TERMS OF AN ESCROW AGREEMENT BETWEEN THE COMPANY, MICHAEL VINER, DEBORAH RAFFIN AND U.S. TRUST COMPANY OF CALIFORNIA, N.A., AS ESCROW AGENT. NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS THEREOF AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.