NUMBER SHARES
ECP
ETRAVNET.COM INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK
SEE REVERSE FOR
CERTAIN DEFINITIONS
CUSIP 297868 30 9
THIS IS TO CERTIFY THAT
(the "Registered Holder") is the owner of
fully paid and non-assessable shares of SERIES A CONVERTIBLE PREFERRED STOCK, no
Par Value, of ETRAVNET.COM, INC.
(hereinafter called the "Corporation"), 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 and the shares
represented hereby are issued and shall be held subject to all of the provisions
of the Certificate of Incorporation of the Corporation to all of which the
holder by acceptance hereof assents.
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.
SECRETARY ETRAVNET.COM, INC. PRESIDENT
Corporate
SEAL
1981
NEW YORK
Countersigned and Registered:
AMERICAN STOCK TRANSFER & TRUST COMPANY
(NEW YORK, N.Y.)
TRANSFER AGENT AND REGISTRAR
AUTHORIZED SIGNATURE
<PAGE>
(Back of Certificate)
The Preferred Shares have voting rights (on a converted basis), pay a 7%
cumulative dividend (payable quarterly) and have standard anti-dilution rights,
including additional shares to be issued in the event that the Company issues
additional securities at prices below the then applicable conversion price. In
addition, each Preferred Share will be convertible at any time at the option of
the Registered Holder and will mandatorily be converted by the Company into two
(2) shares, subject to adjustment, of the Company's common stock ("Conversion
Shares") when (i) the Conversion Shares are registered for resale under the
Securities Act; (ii) the underlying share price equals or exceeds 200% of the
then-applicable conversion price (initially $3.50) for 20 consecutive trading
days and (iii) the Company's common stock is listed for trading on the NASDAQ
National Market System or Small Cap Market for at least 90 days.
The Preferred Shares are governed by the August 18, 2000 Certificate of
Ammendment to the Certificate of Incorporation (the "Certificate of Amendment")
and are subject to the terms and provisions therein; the description of the
rights of the Registered Holder to all of the terms and provisions contained in
the Certificate of Amendment. Copies of the Certificate of Amendment are on file
at the office of the Transfer Agent, 59 Maiden Lane, New York, NY 10038, and are
available without cost to any holder upon written request.
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 UNIF GIFT MIN ACT-______Custodian_______
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN \ as joint tenants with right under Uniform Gifts to Minors
Of survivorship and not as tenants Act_____________________
in common (state)
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 capital 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 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 whatever.
Signatures(s) Guaranteed:
--------------------------------------------------------------------------------
The signature(s) must be guaranteed by an eligible guarantor institution (banks,
stockbrokers, saving and loan Associations and credit unions with membership in
an approved signature guarantee medallion program), pursuant to S.E.C. Rule
17A-15 KEEP THIS CERTIFICATE IN A SAFE PLACE, IF IT IS LOST, STOLEN, MUTILATED
OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
