exv4w8



 





Exhibit 4.8




	 	 	 	 	 	 	 
	 

	 	NUMBER
	 	SHARES
	 	 
	 
	 	 	 	 	 	 
	 

	 	PREFERRED STOCK
	 	PREFERRED STOCK	 	 






[TRANSMETA LOGO]




INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

THIS CERTIFICATE IS TRANSFERABLE IN BOSTON, MA AND NEW YORK, NY




	 	 	 	 	 
	 

	 	 	 	CUSIP 89376R 10 9
	 
	 	 	 	 
	 

	 	THIS CERTIFIES THAT
	 	SEE REVERSE FOR
	 

	 	 	 	CERTAIN DEFINITIONS
	 

	 	IS THE RECORD HOLDER OF	 	 






FULLY PAID AND NONASSESSABLE SHARES OF PREFERRED STOCK, PAR VALUE, $.00001 PER SHARE OF




TRANSMETA CORPORATION





transferable on the books of the Corporation by the holder hereof in person or by a duly
authorized attorney upon surrender of this Certificate properly endorsed. This
Certificate is not valid unless 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



[corporate seal]




	 	 	 	 	 
	 

	 	/s/ John O’Hara Horsley
	 	/s/ Lester M. Crudele
	 

	 	SECRETARY
	 	PRESIDENT AND CHIEF EXECUTIVE OFFICER






	 	 	 	 	 
	COUNTERSIGNED AND REGISTERED:
	 	 	Mellon Investor Services, LLC
	 

	 	 	 	TRANSFER AGENT AND REGISTRAR
	 
	 	 	 	 
	BY
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	AUTHORIZED SIGNATURE







 









 








TRANSMETA CORPORATION




     The Corporation will furnish without charge to each stockholder who so requests 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. Such requests shall be made to the Corporation’s Secretary 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 through 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	 	 	 	 	 	under Uniform Gifts to Minors
	 	 	 	 	 	 	of survivorship and not as	 	 	 	 	 	Act                                                                     
	 

	 	 	 	 	 	tenants in common
	 	 	 	 	 	 	 	(State)	 	 
	 	 	 	 	 	 	 	 	UNIF TRF MIN ACT
	 	—	 	                       Custodian (until age                       )
	 

	 	 	 	 	 	 	 	 	 	 	 	(Cust)	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	                                    under Uniform Transfers
	 

	 	 	 	 	 	 	 	 	 	 	 	(Minor)	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	to Minors and                                                   
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	(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) MUST BE GUARATNEED 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.