ex4_5.htm








EXHIBIT 4.5






 


 




  





  











  






 


A full statement of the designations, preferences and relative, participating, optional or other special rights of each class of stock of the Corporation or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights will be furnished by the Corporation, without charge, to any stockholder who so requests, upon application to the Transfer Agent named on the face hereof or to the office of the Secretary of the Corporation in New York, New York.







THE CERTIFICATE OF INCORPORATION (THE "CERTIFICATE OF INCORPORATION"), OF 4LICENSING CORPORATION (THE "CORPORATION") CONTAINS RESTRICTIONS PROHIBITING THE TRANSFER (AS DEFINED IN THE CERTIFICATE OF INCORPORATION) OF STOCK OF THE CORPORATION WITHOUT THE PRIOR AUTHORIZATION OF THE BOARD OF DIRECTORS OF THE CORPORATION IF SUCH TRANSFER WOULD CAUSE (I) THE TRANSFEREE TO BECOME A FIVE PERCENT SHAREHOLDER (AS DEFINED IN THE CERTIFICATE OF INCORPORATION), OR (II) CAUSE THE PERCENTAGE STOCK OWNERSHIP (AS DEFINED IN THE CERTIFICATE OF INCORPORATION) OF A FIVE PERCENT SHAREHOLDER TO INCREASE. IF THE TRANSFER RESTRICTIONS ARE VIOLATED, THEN THE TRANSFER WILL BE VOID AND THE PURPORTED TRANSFEREE OF THE STOCK WILL BE REQUIRED TO TRANSFER EXCESS SECURITIES (AS DEFINED IN THE CERTIFICATE OF INCORPORATION) TO THE CORPORATION'S AGENT. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY OF THE CERTIFICATE OF INCORPORATION, CONTAINING THE ABOVE- REFERENCED TRANSFER RESTRICTIONS, UPON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL EXECUTIVE OFFICE.


 


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	 	 	
under Uniform Gifts to Minors

	 
	
of survivorship and

	 	 	Act 	 	 	 
	not as tenants in common	 	 	
(State)

	 	 





 


Additional abbreviations may also be used though not in the above list.


 


For value received, ___________________________________________________________  hereby sell, assign and transfer unto Shares


 



	
PLEASE INSERT SOCIAL SECURITY OR OTHER

	 	 
	
IDENTIFYING NUMBER OF ASSIGNEE

	 	 
	 	 	 
	
 


 

	 	 





 


 











PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE


 








 










 


 








of the capital 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, ____________________________________                                   


 



	 	 	 
	 	
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.





 



SIGNATURE(S)  GUARANTEED:








	 	 
	THE SIGNATURE(S) MUST 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.