<PAGE>
Exhibit 4.2
NUMBER [LOGO OF OCP] CLASS A COMMON STOCK
------------------------------------
_______ Optical Communication Products, Inc. SEE REVERSE FOR CERTAIN
DEFINITIONS
CUSIP 68382T 10 1
INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE
This Certifies that
is the record holder of
FULLY PAID AND NONASSESSABLE SHARES OF CLASS A COMMON STOCK, $.001 PAR VALUE PER
SHARE, OF
------------------ Optical Communication Products, Inc. ------------------------
transferable on the books of the Corporation by the holder thereof in person or
by a duly authorized attorney upon surrender of this Certificate properly
endorsed. This certificate shall not be valid until countersigned and
registered by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
Susie L. Nemeti Muoi Van Tran
Secretary Chief Executive Officer
Countersigned and Registered:
American Stock Transfer & Trust Company
By Transfer Agent and Registrar
Authorized Signature
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The Corporation will furnish without charge to each shareholder who so
requests 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 requests shall be made to the Corporation's Secretary at the
principal office of the Corporation.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED
THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE
OF A REPLACEMENT CERTIFICATE.
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 (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors Act _____________
survivorship and not as tenants (State)
in common
UNIF TRF MIN ACT - ___________________ Custodian (until age _____)
(Cust)
___________________ under Uniform Transfers
(Minor)
to Minors Act ________________
(State)
</TABLE>
Additional abbreviations may also be used though not in 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__________________
X _____________________________________________
X _____________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
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_____________________________
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 GUARANTEE MEDALLION PROGRAM
PURSUANT TO S.E.C. RULE 17Ad-15.
