EX-4.2 4 dex42.txt SPECIMEN CERTIFICATE FOR SHARES OF PREFERRED STOCK EXHIBIT 4.2 PREFERRED STOCK PREFERRED STOCK [GRAPHIC] [GRAPHIC] Essential Therapeutics, Inc. [GRAPHIC] ETL INCORPORATED UNDER THE LAWS SEE REVERSE FOR CERTAIN DEFINITIONS OF THE STATE OF DELAWARE AND A STATEMENT AS TO THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS ON SHARES CUSIP 29669A 20 7 THIS CERTIFIES THAT [GRAPHIC] IS THE RECORD HOLDER OF FULLY PAID AND NON-ASSESSABLE SHARES OF THE SERIES B CONVERTIBLE REDEEMABLE PREFERRED STOCK, $0.001 PAR VALUE PER SHARE, OF ESSENTIAL THERAPEUTICS, INC. 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 is not valid until countersigned by the Transfer Agent and registered by the Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: /s/ Alan C. Mendelson ESSENTIAL THERAPEUTICS, INC. /s/ Mark Skaletsky SECRETARY CORPORATE CHIEF EXECUTIVE OFFICER SEAL FEB. 29, 1996 DELAWARE COUNTERSIGNED AND REGISTERED: MELLON INVESTOR SERVICES LLC TRANSFER AGENT AND REGISTRAR, BY AUTHORIZED SIGNATURE A 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 as established, from time to time, by the Certificate of Incorporation of the Corporation and by any certificate of determination, the number of shares constituting each class and series, and the designations thereof, may be obtained by the holder hereof upon request and without charge from the Secretary of the Corporation at the principal office 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 UNIF GIFT MIN ACT-- Custodian TEN ENT -- as tenants by the ------- -------- entireties (Cust) (Minor) JT TEN -- as joint tenants with under Uniform Gifts to Minors right of Act survivorship and not -------------------- as tenants (State) in common UNIF TRF MIN ACT-- Custodian (until age ) COM PROP -- as community property ------- -------- (Cust) under Uniform Transfers ------------------ (Minor) 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 [ ] -------------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Shares -------------------------------------------------------------------------- of the preferred 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 --------------------------- 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-15.