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EXHIBIT 4.2.2
* SEE REVERSE SIDE FOR RESTRICTIVE LEGENDS *
NO. *B1* 500.000* SHARES
INCORPORATED UNDER THE LAWS OF
THE STATE OF GEORGIA
NETZEE, INC.
THIS CERTIFIES THAT Bruce R. Gall & Associates, Inc. is the owner of Five
Hundred Thousand (*500,000*) ___________ Shares of Series B 8% Convertible
Preferred Stock of
NETZEE, INC.
-- Fully paid and non-assessable --
transferable only on the Books of the Corporation by the holder hereof in
person or by attorney upon surrender of this Certificate properly endorsed.
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.
as of this 6th day of October 2000
/s/ Richard S. Eiswirth /s/ Catherine G. Silver
-------------------------------- --------------------------------
Secretary President
SHARES -- NO PAR VALUE -- EACH
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THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE SECURITIES ACTS AND
MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION
STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES ACTS WITH RESPECT TO
SUCH SHARES IS EFFECTIVE OR UNLESS THE COMPANY IS IN RECEIPT OF AN OPINION OF
COUNSEL SATISFACTORY TO IT TO THE EFFECT THAT SUCH SHARES MAY BE SOLD WITHOUT
REGISTRATION UNDER THE ACT AND SUCH ACTS.
THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS
ON TRANSFER CONTAINED IN A REGISTRATION RIGHTS AGREEMENT, AS AMENDED, AND AN
ASSET PURCHASE AGREEMENT, AS AMENDED, TO WHICH THE COMPANY IS A PARTY. ANY
TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IN VIOLATION OF SAID
AGREEMENTS SHALL BE VOID. THE COMPANY WILL MAIL TO THE HOLDER OF THIS
CERTIFICATE A COPY OF SUCH RESTRICTIONS WITHOUT CHARGE WITHIN FIVE DAYS AFTER
RECEIPT OF WRITTEN REQUEST THEREFOR ADDRESSED TO THE COMPANY.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO
REQUESTS A STATEMENT OF 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 REQUEST MAY BE MADE TO THE CORPORATION.
CERTIFICATE
FOR
*500,000*
SHARES
OF THE
PREFERRED STOCK
NETZEE, INC.
ISSUED TO
Bruce R. Gall & Associates, Inc.
DATE
October 6, 2000
For Value Received, ____ hereby sell assign and transfer
unto _____________________________________________________________
__________________________________________________________________ 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 __________________
In presence of ____________________________________
NOTICE. THE SIGNATURE OF 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.
