Attached files

file filename
EX-4.5 - FORM OF "TYPE 3" HOLDER VOTING AGREEMENT - Facebook Incd287954dex45.htm
EX-3.1 - ELEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - Facebook Incd287954dex31.htm
EX-3.2 - BYLAWS OF REGISTRANT - Facebook Incd287954dex32.htm
EX-4.2 - SIXTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT - Facebook Incd287954dex42.htm
EX-4.4 - FORM OF "TYPE 2" HOLDER VOTING AGREEMENT - Facebook Incd287954dex44.htm
EX-10.1 - FORM OF INDEMNIFICATION AGREEMENT - Facebook Incd287954dex101.htm
EX-10.8 - AMENDED AND RESTATED OFFER LETTER - DAVID A. EBERSMAN - Facebook Incd287954dex108.htm
EX-10.9 - AMENDED AND RESTATED OFFER LETTER - MIKE SCHROEPFER - Facebook Incd287954dex109.htm
EX-10.6 - AMENDED AND RESTATED OFFER LETTER - MARK ZUCKERBERG - Facebook Incd287954dex106.htm
EX-10.7 - AMENDED AND RESTATED EMPLOYMENT AGREEMENT - SHERYL K. SANDBERG - Facebook Incd287954dex107.htm
EX-10.2 - 2005 STOCK PLAN AND FORMS OF AWARD AGREEMENTS - Facebook Incd287954dex102.htm
EX-10.5 - 2011 BONUS/RETENTION PLAN - Facebook Incd287954dex105.htm
EX-21.1 - LIST OF SUBSIDIARIES OF REGISTRANT - Facebook Incd287954dex211.htm
EX-10.3 - 2005 OFFICERS' STOCK PLAN - Facebook Incd287954dex103.htm
EX-10.11 - LEASE - Facebook Incd287954dex1011.htm
EX-10.12 - DEVELOPER ADDENDUM AND AMENDMENT NO. 1 TO DEVELOPER ADDENDUM - Facebook Incd287954dex1012.htm
EX-10.10 - AMENDED AND RESTATED EMPLOYMENT AGREEMENT - THEODORE W. ULLYOT - Facebook Incd287954dex1010.htm
EX-10.13 - DEVELOPER ADDENDUM NO. 2 - Facebook Incd287954dex1013.htm
EX-10.16 - CONVERSION AGREEMENT - Facebook Incd287954dex1016.htm
S-1/A - AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-1 - Facebook Incd287954ds1a.htm
EX-4.3 - FORM OF "TYPE 1" HOLDER VOTING AGREEMENT - Facebook Incd287954dex43.htm

EXHIBIT 4.1

 

LOGO


LOGO

FACEBOOK, INC.

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND

LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE ARTICLES OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE

BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE.

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

(Cust) (Minor)

TEN ENT - as tenants by the entireties under Uniform Gifts to Minors Act

(State)

JT TEN - as joint tenants with right of survivorship UNIF TRF MIN ACT - Custodian (until age )

and not as tenants in common (Cust)

under Uniform Transfers to Minors Act

(Minor) (State)

Additional abbreviations may also be used though not in the above list.

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

For value received, hereby sell, assign and transfer unto

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)

Shares

of the Class A Common 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 Company with full power of substitution in the premises.

Dated: 20 Signature(s) Guaranteed: Medallion Guarantee Stamp

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.

Signature:

Signature:

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.

The IRS requires that we report the cost basis of certain shares acquired after January 1, 2011. If your shares were covered by

the legislation and you have sold or transferred the shares and requested a specific cost basis calculation method, we have

processed as requested. If you did not specify a cost basis calculation method, we have defaulted to the first in, first out

(FIFO) method. Please visit our website or consult your tax advisor if you need additional information about cost basis. If you do not keep in contact with us or do not have any activity in your account for the time periods specified by state

law, your property could become subject to state unclaimed property laws and transferred to the appropriate state.