EX-3.3 3 ex3-3.txt FORM OF SHARE CERTIFICATE FOR COMMON STOCK 1 AMERIGROUP CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE Number Shares A COMMON STOCK COMMON STOCK CUSIP 03073T 10 2 SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that Is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE, OF AMERIGROUP CORPORATION transferable on the books of the corporation 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 provision of the Certificate of Incorporation of the Corporation and all amendments thereto, 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. Dated: /s/ Stanley F. Baldwin [SEAL] /s/ Jeffrey L. McWaters ------------------------ ----------------------- SECRETARY CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY TRANSFER AGENT AND REGISTRAR BY AUTHORIZED OFFICER 2 AMERIGROUP CORPORATION THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST AND WITHOUT CHARGE A FULL STATEMENT OF THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED SO FAR AS THE SAME HAVE BEEN FIXED, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DESIGNATE AND FIX THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF OTHER SERIES. ANY SUCH REQUEST MAY BE MADE TO THE CORPORATION OR TO ITS TRANSFER AGENT. The following abbreviations, when used in the inscription of 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 TRANS MIN ACT- __________ Custodian _________ (Cust) (Minor) Under the Uniform Transfers to Minors Act ________________ (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, ___________________________________________ Hereby (Name of Assignor) 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 shares on the books of the within named Corporation with full power of substitution in the premises. Dated: X____________________________________________ SIGNATURE(S) GUARANTEED: X____________________________________________ NOTICE: The signature(s) to this assignment must correspond with the named(s) as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever. ------------------------------ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO S.E.C. RULE 17Ad 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. 2