EX-4.5 3 ex4_5.txt EXHIBIT 4.5 NUMBER SHARES C08955 PIVOTAL CUSIP 72581R 10 6 INCOPORATED IN THE PROVINCE OF BRITISH COLUMBIA ------------------------------------------------------------------------- - This certifies that - - - - - - SPECIMEN - - - - - - is the registered holder of - - - ------------------------------------------------------------------------- FULLY PAID AND NON-ASSESSABLE COMMON SHARES WITHOUT PAR VALUE IN THE CAPITAL OF PIVOTAL CORPORATION subject to the Memorandum and Articles of the Company transferable only on the books of the Company by endorsement and surrender of this certificate. This certificate is not valid until countersigned and registerd by the Transfer Agent and Registrar of the Company. In Witness Whereof the Company has caused this certificate to be signed by the facsimile signatures of its duly authorized officers at Vancouver, British Columbia. Dated: /s/ Diane S. Malaher /s/ N. Francis --------------------- -------------------- Secretary President The Shares represented by this Certificate are transferable at the offices of CIBC Mellon Trust Company, Vancouver, B.C. or Toronto, Ontario or at American Stock Transfer & Trust Company, New York, N.Y. [Written vertically on left side of certificate] Countersigned and Registered American Stock Transfer & Trust Company New York, N.Y. Transfer Agent and Registrar By ______________________________________________ Authorized Officer [Written vertically on right side of certificate] Countersigned and Registered CIBC Mellon Trust Company Vancouver Transfer Agent and Registrar Toronto By ____SPECIMEN__________________________________ Authorized Officer The Company will furnish to any shareholder without charge upon request to the Transfer Agent named on the face of this Certificate a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of shares or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. 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 tenant by the entireties (Cust) (Minor) JT TEN - as joint tenants with right of under Uniform Gift to Minors survivorship and not as tenants Act ______________ in common (State)
Additonal abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Please insert social security or other identifying number of assignee ------------------ - - ------------------ _______________________________________________________________________________ (Name and address of transferor) _______________________________________________________________________________ __________________________________________________________________common shares registered in the name of the undersigned on the books of the Company named on the face of this Certificate and represented hereby, irrevocably constitutes and appoints ________________________________________________________________the attorney of the undersigned to transfer the said common shares on the register of transfers and books of the Company with full power of substitution hereunder. Dated: ___________________________________ ____________________________________ (Signature of Witness) (Signature of Shareholder) NOTICE: THE SIGNATURE OF 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. The signature(s) must be guaranteed by an eligible guarantor institution (Bank, Stockbroker, Savings and Loan Associations and Credit Unions with membership in an approved Signature guarantee Medallion Program), pursuant to S.E.C. Rule 17 Ad-15. Signature Guaranteed By: ______________________________________________________