Midway Games Inc – IPO: ‘S-1/A’ on 10/18/96 – EX-4.1

As of:  Friday, 10/18/96   ·   Accession #:  950123-96-5791   ·   File #:  333-11919

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Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment No. 2 to Form S-1                          104    592K 
 2: EX-3.1      Amended and Restated Certificate of Incorporation      6     24K 
 3: EX-3.2      Amended and Restated By-Laws                          19     43K 
 4: EX-4.1      Common Stock Certificate                               2     12K 
 5: EX-10.1     Manufacturing and Services Agreement                  22     51K 
11: EX-10.10    Amendement to Gtis Master Option & Lease Agrmt        15     49K 
12: EX-10.11    2nd Amendment to Gtis Master Option & Lease Agrmt     26     46K 
13: EX-10.12    Gtis Master Option and License Agreement              68    164K 
14: EX-10.13    Amendment to Gtis Master Option & Lease Agmnt         14     32K 
15: EX-10.14    Master Option and License Agree.-Atari Home Video     64    155K 
16: EX-10.15    Masteer Option & License Agree.-Atari Pc Games        66    154K 
17: EX-10.16    Stock Purchase Agreement                             104    288K 
 6: EX-10.2     Tax Sharing Agreement                                  8     26K 
 7: EX-10.3     Registration Rights Agreement                         11     51K 
 8: EX-10.6     Employment Agreement Betw. Cook and Midway            12     57K 
 9: EX-10.8     Indemnity Agreement                                    5     24K 
10: EX-10.9     Gtis Master Option and License Agreement              55    130K 
18: EX-23.2     Consent of Ernst & Young LLP                           1      8K 

EX-4.1   —   Common Stock Certificate

EX-4.1
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                                                                   EXHIBIT 4.1

TEMPORARY CERTIFICATE--EXCHANGEABLE FOR DEFINITIVE ENGRAVED CERTIFICATE WHEN    
READY FOR DELIVERY                                                              

COMMON STOCK           [MIDWAY GAMES INC. LOGO]            COMMON STOCK 

NUMBER                                                      SHARES

INCORPORATED UNDER THE LAWS                                                     
OF THE STATE OF DELAWARE                                  CUSIP 598148 10 4 

                                                         SEE REVERSE FOR
                                                         CERTAIN DEFINITIONS

THIS CERTIFIES THAT                                                   

is the owner of                                                       

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF
 $.01 PER SHARE OF

===============================MIDWAY GAMES 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 and registered by
the Transfer Agent and Registrar.                                               

 WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.                                     

Dated:                                                                          

 VICE PRESIDENT AND SECRETARY             CHAIRMAN AND CHIEF EXECUTIVE OFFICER

   COUNTERSIGNED AND REGISTERED:
                      THE BANK OF NEW YORK
                                                          TRANSFER AGENT
                                                           AND REGISTRAR

BY                
                                                            AUTHORIZED SIGNATURE

EX-4.1
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        THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,     
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK 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                               
TEN ENT -- as tenants by the entireties                       
JT TEN  -- as joint tenants with right of                     
survivorship and not as tenants         
in common                               

UNIF GIFT MIN ACT --                 Custodian                                  
   ---------------           ---------------
   (Cust)                    (Minor)
under Uniform Gifts to Minors         

Act                                   
-------------------------     
(State)       

Additional 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                                  

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

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

                                                                          Shares
-------------------------------------------------------------------------       
of the capital 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 Company with full  
power of substitution in the premises.                                          

Dated                                                                           
---------------------------                                         

                                        ----------------------------------------
                                        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
                                      SIGNATURE OF THE PERSON EXECUTING THIS
                                       POWER MUST BE GUARANTEED BY AN ELIGIBLE
                               GUARANTOR INSTITUTION SUCH AS A
                               COMMERCIAL BANK, TRUST COMPANY,
                                       SECURITIES BROKER/DEALER, CREDIT UNION,
                                      OR A SAVINGS ASSOCIATION PARTICIPATING
                                      IN A MEDALLION PROGRAM APPROVED BY THE
                                     SECURITIES TRANSFER ASSOCIATION, INC.