<PAGE>
EXHIBIT 4.0
NUMBER SHARES
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MC
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CUSIP 3527OM108
SEE REVERSE FOR CERTAIN
DEFINITIONS
Common Stock
No Par Value
MCSi, INC.
INCORPORATED UNDER THE LAWS OF
THE STATE OF MARYLAND
This certifies that _____________ is the registered holder of
___________ fully paid and non-assessable shares of the Common Stock, no par
value per share, of MCSi, Inc., Dayton, Ohio (the "Corporation"),
incorporated under the laws of the State of Maryland. The shares evidenced by
this Certificate are transferable only on the books of the Corporation by the
holder of record hereof, in person, or by a duly authorized attorney or legal
representative upon surrender of this Certificate properly endorsed. This
Certificate and the shares represented hereby are subject to all the
provisions of the Articles of Incorporation and Bylaws of Corporation. This
Certificate is not valid until countersigned and registered by the
Corporation's transfer agent and registrar.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by the facsimile signatures of its duly authorized officers and has
caused its facsimile seal to be affixed hereto.
Dated:
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MCSi, INC.
--------------------------- CORPORATE ---------------------
Ira H. Stanley SEAL Michael E. Peppel
Secretary MARYLAND President
2000
Countersigned and registered:
REGISTRAR AND TRANSFER COMPANY
Transfer Agent and Registrar
By:
-----------------------------
Authorized Signature
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MCSi, INC.
Dayton, Ohio
COMMON STOCK, NO PAR VALUE
The shares represented by this Certificate are subject to limitations and
restrictions as set forth in the Articles of Incorporation ("Articles") of the
Corporation which are on file in the office of the Maryland State Department of
Assessments and Taxation, and the Bylaws of the Corporation, which are on file
with the Secretary of the Corporation. The Corporation will furnish to any
stockholder upon request and without charge a full statement of the
designations, preferences, limitations and relative rights of the shares of each
class authorized to be issued. The Articles and the Bylaws, INTER ALIA: (i) deny
preemptive rights of stockholders to acquire unissued equity or debt of the
Corporation or securities convertible into any class or series of any equity or
debt of the Corporation; (ii) prohibit cumulative voting in the election of
directors; (iii) permit the Board of Directors to issue additional shares of the
Common Stock, no par value per share, and to issue shares of preferred stock, no
par value per share, without further stockholder action; (iv) permit the Board
of Directors to set the designations, rights, preferences and limitations of the
preferred stock without further stockholder action; and (v) require prior notice
to the Board of Directors in the event of a stockholder proposal or nomination
to the Board of Directors. This notice is not an amendment or supplement to the
Articles and is given solely as notice of the existence thereof.
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
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not
as tenants in common
UNIF GIFT MIN ACT -
Custodian under Uniform Gifts
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(Cust) (Minor)
to Minors Act
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(State)
Additional abbreviations may also be used though not in the above list.
For value received, ___________________ [PLEASE INSERT SOCIAL SECURITY NUMBER OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE] hereby sell, assign and transfer unto
___________________, ________________ shares of the Common Stock evidenced by
this Certificate, and do hereby irrevocably constitute and appoint
________________, as Attorney, to transfer the said shares on the books of the
within named Corporation, with full power of substitution.
Dated
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Signature
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Signature
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
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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.
