QAD, Inc. Watch

from 10-K 4 pages Description of Registrant’s Securities Registered Pursuant to the Securities Exchange Act of 1934, as Amended

from S-3 36 pages QAD Inc., Issuer and [ ], Trustee Indenture Dated as of [ ], 20[ ] Debt Securities

from 10-K 4 pages Additional Abbreviations May Also Be Used Though Not in the Above List

from 8-K 2 pages Incorporated Under the Laws of the State of Delaware This Certifies That Is the Record Holder of Countersigned and Registered: American Stock Transfer & Trust Company, LLC (New York, Ny) Transfer Agent and Registrar by Authorized Signature Cusip 74727d 20 7 See Reverse for Certain Definitions D E La Wa R E Seal 1 9 9 7 Corporate QAD Inc. 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 Is Not Valid Until 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: Qb Fully Paid and Nonassessable Shares of Class B Common Stock, $.001 Par Value, of QAD Inc. Chief Executive Officer and Assistant Treasurer Chairman of the Board and President

from 8-K 2 pages Incorporated Under the Laws of the State of Delaware This Certifies That Is the Record Holder of Countersigned and Registered: American Stock Transfer & Trust Company, LLC (New York, Ny) Transfer Agent and Registrar by Authorized Signature Cusip 74727d 30 6 See Reverse for Certain Definitions D E La Wa R E Seal 1 9 9 7 Corporate QAD Inc. 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 Is Not Valid Until 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: Qa Fully Paid and Nonassessable Shares of Class a Common Stock, $.001 Par Value, of QAD Inc. Chief Executive Officer and Assistant Treasurer Chairman of the Board and President

from S-8 1 page QAD Inc. 2006 Stock Incentive Program Amendment No. 1

from S-8 24 pages QAD Inc. 2006 Stock Incentive Program

from S-1/A 1 page Specimen Stock Certificate