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EXHIBIT 4.1
SLW
Number ENTERPRISES Shares
UPG INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF WASHINGTON
THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NY OR RIDGEFIELD PARK, NJ
THIS CERTIFIES that SEE REVERSE FOR
CERTAIN DEFINITIONS
is the record holder of
FULLY PAID AND NONASSESSABLE SHARE OF COMMON STOCK, $.001 PAR VALUE PER SHARE,
OF
=======================SLW ENTERPRISES INC.====================
transferable on the share register of the Corporation in person or by a duly
authorized attorney upon surrender of this Certificate properly endorsed. This
Certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Dated:
SECRETARY PRESIDENT
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SLW ENTERPRISES INC.
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 preference
and/or rights as established, from time to time, by the Certificate of
Incorporation of the Corporation and by any certificate of designation, the
number of shares constituting each class and series, and the designations
thereof, may be obtained by the holder hereof upon request and without charge 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 though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT ____________Custodian______________
TEN ENT -- as tenants by the entireties (Date) (Minor)
JT TEN -- as joint tenant with right of under Uniform Gifts to Minors
survivorship and not as tenants Act____________________________________
in common (State)
UNIF TRF MIN ACT __________Custodian (until age______)
________________under Uniform Transfers
(Minor)
to Minors Act _________________________
(State)
</TABLE>
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 common 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(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN UPON
THE FACE OF THIS CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER
Signature(s) Guaranteed
By _________________________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTON 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
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Regulation S legend
"These Shares have not been registered under the Securities Act of 1933, as
amended. Such Shares may be sold or offered for sale, transferred, hypothecated
or otherwise assigned only in accordance with the provisions of Regulation S
under such Act, pursuant to registration under such Act or pursuant to an
available exemption from registration supported by an opinion reasonably
acceptable to the Company of counsel reasonably acceptable to the Company that
an exemption from registration for such sale, offer, transfer, hypothecation or
other assignment is available under such Act. Hedging transactions involving
these Shares may not be conducted unless in compliance with such Act."
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Regulation D Legend
"These Shares have not been registered under the Securities Act of 1933, as
amended. Such Shares may be sold or offered for sale, transferred, hypothecated
or otherwise assigned only pursuant to registration under such Act or pursuant
to an available exemption from registration supported by an opinion reasonably
acceptable to the Company by counsel reasonably acceptable to the Company that
an exemption from registration for such sale, offer, transfer, hypothecation or
other assignment is available under such Act."
