EX-4.5 3 ex45-301.txt SPECIMEN STOCK CERTIFICATE CERTIFICATE FOR 3,500,000 PREFERRED SHARES ISSUED TO KIRKLAND S. AND RENA B. LAMB FOUNDATION *2000 VARIABLE RATE CONVERTIBLE CUMULATIVE PREFERRED STOCK Dated December 29, 2000 -------------------------------------------------------------------------------- From whom transferred Original Issue Dated December 29, 2000 No. of Original No. of Original No. of Shares Certificate Shares Transferred 1 3,500,000 -------------------------------------------------------------------------------- Received Certificate No. ____ For _________ Shares on __________ 20_____ _____________________________ -------------------------------------------------------------------------------- ORGANIZED UNDER THE LAWS OF THE STATE OF FLORIDA -------------------------------------------------------------------------------- ============================= JORDAN AMERICAN HOLDING INC. ============================= $ .01 par value per share THIS CERTIFIES THAT Kirkland S. and Rena B. Lamb Foundation is hereby issued 3,500,00 (Three Million Five Hundred Thousand) fully paid and non-assessable Shares of the Stock of the above named Corporation transferable only on the books of the Corporation by the holder, hereof in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed. *2000 Variable Rate Convertible Cumulative Preferred. 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 29th day of December A.D. 2000. /s/ W. Neal Jordan /s/ A.J. Elko ------------------------- ------------------------- W. Neal Jordan, President A.J. Elko, Secretary For Value Received, _________________ hereby sell, assign and transfer unto _____________________________________________________ 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 ________________ 20___ In presence of ___________________________ ___________________________ The corporation will furnish the holder of this certificate a full statement of the designations, relative rights, preferences and limitations applicable to each class of the corporation's stock and the variations in rights, preferences and limitations determined for each series within such a class, on request and without charge. THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN ANY MANNER UNLESS THEY ARE REGISTERED UNDER THE ACT AND THE SECURITIES LAWS OF ANY APPLICABLE JURISDICTION OR UNLESS EXEMPTIONS FROM SUCH REGISTRATION ARE AVAILABLE AT THAT TIME.