from S-4/A
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<page> September 18, 1996 Incorporated Under the Laws of the State of Oregon Number Shares * * 0 * * * * 0 * * Physician Partners Medford, P.C. - This Certifies That * * * S * P * E * C * I * M * E * N * * * Is the Registered Holder of * * * * Common Stock * * * * Shares of the Above Named 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. in Witness Whereof, the Said Corporation Has Caused This Certificate to Be Signed by Its Duly Authorized Officers and Its Corporate Seal to Be Hereunto Affixed This Day of A.D. - , Secretary , President <page> Except as Otherwise Expressly Provided in the Restated Articles of Incorporation of Physician Partners Medford, P.C., an Oregon Professional Corporation (The "Corporation"), No Shareholder May Sell, Assign, Transfer, Pledge or Otherwise Encumber or Dispose of (Collectively "Transfer") Any Shares of Common Stock of the Corporation or of Any Interest Therein Held by Such Shareholder. Any Attempted or Purported Transfer of Shares of Common Stock of the Corporation by Such Shareholder in Contravention of Such Restated Articles of Incorporation Shall Be Null and Void and of No Force and Effect. [Seal] for Value Received, Hereby Sell, Assign and Transfer Unto - Shares 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 in Presence of - 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
