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EXHIBIT 4.2
Number Shares
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CABLETRON SYSTEMS, INC.
Series C Convertible Preferred Stock, $1.00 Par Value
SEE REVERSE SIDE FOR RESTRICTIONS ON TRANSFER AND CLASSES OF STOCK
This certifies that _________________ is the owner of _____________
shares, fully paid and non-assessable, of the Series C Convertible Preferred
Stock of CABLETRON SYSTEMS, INC., a Delaware corporation, transferable only on
the books of the corporation by the holder hereof in person or by attorney upon
surrender of this certificate properly endorsed.
This certificate and the shares represented hereby are subject to the
General Corporation Law of the State of Delaware and to the Certificate of
Incorporation and the By-laws of the corporation, in each case as from time to
time amended.
IN WITNESS WHEREOF, CABLETRON SYSTEMS, INC. has caused this certificate
to be signed by its duly authorized officers and its corporate seal to be hereto
affixed this _______ day of ___________, 2000.
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Any one of Chairman, Any one of Treasurer,
Vice Chairman, President or Vice Assistant Treasurer, Secretary or
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President Assistant Secretary
[SEAL]
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RESTRICTIONS ON TRANSFER
The Securities represented hereby have not been registered under the
Securities Act of 1933, As Amended (the "Act"), and may not be offered, sold or
otherwise transferred, assigned, pledged or hypothecated unless and until
registered under the Act or unless the Corporation has received an opinion of
counsel satisfactory to the Corporation and its counsel that such registration
is not required.
The holder of the securities represented by this certificate is subject
to certain obligations contained in an Escrow Agreement dated as of October __,
2000, a copy of which is available for inspection at the principal office of the
issuer hereof, and will be furnished without charge to the holder of such
securities upon written request.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers
to ___________________________ ______________________ shares of the capital
stock represented by this certificate, and does hereby irrevocably constitute
and appoint _____________________________ attorney to transfer such stock on the
books with full power of substitution in the premises.
Dated _________________
Signature of registered owner
corresponding exactly to the
name of such owner as written
on the face of this
certificate.
