EXHIBIT 4.3
[LOGO OF YES! APPEARS HERE]
COMMON STOCK COMMON STOCK
[Number] [Shares]
YES
Incorporated Under the Laws of See Reverse for Statements Relating
the State of California to Rights, Preferences,
Privileges and Restrictions, If Any
CUSIP 985834 10 0
THIS CERTIFIES THAT
IS THE OWNER OF
Fully Paid and Nonassessable Shares of the Common Stock of
YES! ENTERTAINMENT CORPORATION
(STATE OF INCORPORATION CHANGED TO DELAWARE)
transferable 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 and the shares represented hereby are issued and
shall be held subject to all of the provisions of the Articles of Incorporation
and Bylaws of the Corporation and all amendments thereof to all of which the
holder by acceptance hereof assents. This Certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar.
WITNESS the facsimile signatures of its duly authorized officers.
Dated:
/s/ Bruce D. Bower /s/ Donald D. Kingsborough
------------------------- -------------------------
Secretary Chief Executive Officer
Countersigned and Registered:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
(Jersey City, NJ)
Transfer Agent and Registrar
By
-------------------------
Authorized Officer
[REVERSE OF STOCK CERTIFICATE]
YES! ENTERTAINMENT CORPORATION
A statement of the rights, preferences, privileges and restrictions granted
to or imposed upon the respective classes or series of shares of stock of
the Corporation, and upon the holders thereof as established by the Articles of
Incorporation or by any certificate of determination of preferences, and the
number of shares constituting each series or class and the designations thereof,
may be obtained by the shareholder or the Corporation upon written request and
without charge from the Secretary of the Corporation at the principal office of
the Corporation.
The Corporation is authorized to issue Common Stock, no par value, and
Preferred Stock, no par value, which may be issued in one or more series. A
statement of the respective powers, designations, preferences and relative,
participating, optional or other special rights of the Common Stock and any such
series of Preferred Stock will be furnished without charge to the holder of
record of this certificate upon written request 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
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
COM PROP - as common property
UNIF GIFT MIN ACT - _________________________ Custodian ________________________
(Cust) (Minor)
under Uniform Gifts to Minors Act __________________________
(State)
UNIF TRF MIN ACT - _________________________ Custodian (until age ____________)
(Cust)
_________________________ under Uniform Transfers to Minors
(Minor)
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 shares on the books of the within named Corporation with
full power of substitution in the premises.
Dated _______________________
X ________________________________________________
X ________________________________________________
Notice: The signature(s) to this assignment must
correspond with the name(s) as written upon the
face of the certificate in every particular,
without alteration or enlargement or any change
whatever.
Signature(s) Guaranteed
By ________________________________________________________________
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-13.