<PAGE>
NUMBER SHARES
WO
COMMON STOCK COMMON STOCK
WIRE ONE TECHNOLOGIES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 976521 10 4
THIS CERFITIES THAT
[SPECIMEN]
is the Owner of
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $.0001 PAR VALUE, OF
WIRE ONE TECHNOLOGIES, INC.
transferable on the books of the Corporation by the holder hereof in person or
by 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:
[WIRE ONE TECHNOLOGIES, INC. CORPORATE SEAL]
/s/ Andrea Grasso /s/ Richard Reiss
SECRETARY PRESIDENT
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
(NEW YORK, NY)
TRANSFER AGENT
AND REGISTRAR
BY
AUTHORIZED SIGNATURE
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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 _______________________
(Cust) (Minor)
under Uniform Gifts to Minors Act _______________________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, ______________________ HEREBY SELLS, ASSIGNS AND TRANSFERS
UNTO
PLEASE PRINT OR TYPEWRITE IDENTIFYING
NUMBER AND NAME OF ASSIGNEE AS IT SHOULD
APPEAR ON CERTIFICATE AND SHOW ADDRESS
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__________________________________________
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
______________________________________________________________________ Attorney,
to transfer the said shares on the books of the within-named Corporation, with
full power of substitution in the premises.
DATED _________________________
X
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X
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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 whatsoever. Signatures of
registered owners on this certificate or on powers of
attorney, and signatures of attorneys on this
certificate or on powers of substitution, must be
guaranteed.
Signature Guaranteed:
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SIGNATURE MUST BE GUARANTEED
BY A COMMERCIAL BANK OR FIRM
WHICH IS A MEMBER OF A
REGISTERED NATIONAL STOCK
EXCHANGE.
