Exhibit 4.1
CLASS A CLASS A
COMMON STOCK COMMON STOCK
NUMBER SHARES
MRA
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MicroStrategy Incorporated
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CUSIP 594972 40 8
SEE REVERSE FOR
CERTAIN DEFINITIONS
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THIS CERTIFIES THAT
IS THE OWNER OF
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FULLY PAID AND NON-ASSESSABLE SHARES OF THE CLASS A COMMON STOCK,
$.001 PAR VALUE OF
MicroStrategy Incorporated
CERTIFICATE OF STOCK
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 subject to all of the provisions of the Articles of Incorporation and
By-Laws of the Corporation each as from time to time amended, to all of which
the holder by acceptance hereof assents. This Certificate is not valid until
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:
MicroStrategy Incorporated
CORPORATE
SEAL
/s/ Sanju K. Bansal 1989 /s/ Michael J. Saylor
SECRETARY DELAWARE CHAIRMAN OF THE BOARD
Countersigned and Registered:
AMERICAN STOCK TRANSFER & TRUST COMPANY
(NEW YORK)
Transfer Agent
and Registrar
By
Authorized Officer
MicroStrategy Incorporated
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A FULL STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES
THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES
AND/OR RIGHTS (THE "STATEMENT OF RIGHTS AND PREFERENCES") OF THE SHARES OF EACH
SUCH SERIES OR CLASS OF STOCK IS SET FORTH IN THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF THE CORPORATION, AS AMENDED OR RESTATED, ON FILE
IN THE OFFICE OF THE SECRETARY OF STATE OF DELAWARE. THE CORPORATION WILL
FURNISH COPIES OF THE STATEMENT OF RIGHTS AND PREFERENCES TO THE RECORD HOLDER
OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE CORPORATION AT
ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.
Keep this certificate in a safe place. If it is
lost, stolen or destroyed, the Corporation will
require a bond of indemnity as a condition to the
issuance of a replacement 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 UNIF GIFT
MIN ACT- Custodian
TEN ENT - as tenants by the entireties -------- --------
(Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship and not as under Uniform Gifts to Minors Act
tenants in common
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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
[ ]
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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- ---------------------------------------------------------------- shares of the
capital stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
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Attorney to transfer the said
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stock on the books of the within named 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.
By
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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.