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|Certificate Number 1 || || |
Initial Number of Series C
Preferred Shares 4,000,000
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CUSIP 20451Q 401
COMPASS DIVERSIFIED HOLDINGS
7.875% Series C Cumulative Preferred Shares
(Liquidation Preference as specified below)
COMPASS DIVERSIFIED HOLDINGS, a Delaware statutory trust (the Trust), hereby certifies that CEDE & CO. (the Holder), is the registered owner of the number shown on Schedule I hereto of the Trusts designated 7.875% Series C Cumulative Preferred Shares, with a Series C Liquidation Preference of $25.00 per share (the Series C Preferred Shares). The Series C Preferred Shares are fully paid and the Holder of such Series C Preferred Shares will have no obligation to make payments or contributions to the Trust solely by reason of its ownership of such Series C Preferred Shares. The Series C Preferred Shares are transferable on the books and records of the Transfer Agent, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The rights, privileges, restrictions, preferences and other terms and provisions of the Series C Preferred Shares represented hereby are and shall in all respects be subject to the provisions of the Share Designation of the Trust with respect to the Series C Preferred Shares, as the same may be further amended from time to time (the Share Designation). Capitalized terms used herein but not defined shall have the meaning given them in the Second Amended and Restated Trust Agreement of the Trust (the Trust Agreement), as amended by the Share Designation. The Trust will provide a copy of the Share Designation to a Series C Holder without charge upon written request to the Trust at its principal place of business. In the case of any conflict between this certificate and the Share Designation, the provisions of the Share Designation shall control and govern.
Reference is hereby made to the provisions of the Series C Preferred Shares set forth on the reverse hereof and in the Share Designation and the Trust Agreement, which provisions shall for all purposes have the same effect as if set forth at this place.
Upon receipt of this executed certificate or a beneficial interest therein, the Series C Holder or any holder of a beneficial interest therein is bound by the Share Designation and the Trust Agreement and is entitled to the benefits thereunder.
Unless the Transfer Agent has properly countersigned this certificate, the Holder of this certificate and the Series C Preferred Shares represented hereby shall not be entitled to any benefits under the Share Designation or the Trust Agreement, and this certificate shall not be valid or obligatory for any purpose.
[Signature Pages Follow]