exh4-1_1334229.htm


    
      
        
          
            
              
                
                  	 
      	
                          NUMBER

                           

                           

                           

                        	
                          AccessIT

                        	
                          Shares

                           

                           

                        
	 
      	
                          Preferred
      Stock

                        	
                           

                          Access
      Integrated Technologies, Inc.

                        	
                          See
      Reverse Side for Certain Definitions

                        
	
                           

                          THE
      CORPORATION WILL FURNISH WITHOUT CHARGE TO ANY STOCKHOLDER WHO SO
      REQUESTS

                          A
      DESCRIPTION OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE
      PARTICIPATING, OPTIONAL AND OTHER

                          SPECIAL
      RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS,
      LIMITATIONS AND

                          RESTRICTIONS
      OF SUCH PREFERENCES AND RIGHTS.

                           

                          Access
      Integrated Technologies, Inc.

                          INCORPORATED
      UNDER THE LAWS OF THE STATE OF DELAWARE

                           

                        	 
      
	
                          This
      Certifies that

                           

                          Is
      the owner of

                        	 
      
	 
      	 
      
	
                          FULLY
      PAID AND NON-ASSESSABLE SHARES SERIES A OF PREFERRED STOCK, PAR VALUE ONE
      THOUSANDTH OF ONE CENT ($0.001) PER SHARE, OF

                        	 
      
	
                          Access
      Integrated Technologies, 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.

                           

                          Witness,
      the facsimile seal of the Corporation and the facsimile signatures of its
      duly authorized officers

                        	 
      
	 
      	 
      	 
      
	
                          Dated

                        	 
      	 
      
	
                           
      

                           

                        	 
      	 
      
	
                           
      

                           

                        	 
      	 
      
	
                          Gary
      S. Loffredo, Secretary

                        	
                          A.
      Dale Mayo, President and Chief Executive Officer

                        	 
      


                

              

            

          

        

      

    

     

    


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THESE SECURITIES MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION
STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES, OR (2) THERE IS AN
OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE CORPORATION, THAT AN
EXEMPTION THEREFROM IS AVAILABLE.

       

      THE SALE,
PLEDGE, HYPOTHECATION OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A SECURITIES PURCHASE
AGREEMENT AMONG THE HOLDERS OF STOCK OR RIGHTS TO ACQUIRE STOCK OF THE
CORPORATION. THE SECURITIES PURCHASE AGREEMENT IS ON FILE AT THE CORPORATION’S
EXECUTIVE OFFICE AND A COPY MAY BE OBTAINED AT NO CHARGE UPON WRITTEN REQUEST TO
THE SECRETARY OF THE CORPORATION.

       


      
        
           


        

        
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