Regal Entertainment Group Class B Common Stock Certificate
This document certifies that the named holder owns fully paid shares of Class B Common Stock in Regal Entertainment Group, a Delaware corporation. The shares are transferable according to the company's rules, but transfers must meet specific qualifications outlined in the company's Certificate of Incorporation. If shares are transferred in violation of these rules, they automatically convert to Class A shares. The shares are not registered under federal or state securities laws and may only be transferred under certain legal conditions.
| REGAL | ||||||
| [LOGO] | ENTERTAINMENT GROUP | |||||
NUMBER B | INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE | SHARES | ||||
SEE REVERSE SIDE FOR CERTAIN DEFINITIONS | ||||||
THIS CERTIFIES THAT
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS B COMMON STOCK, $0.001 PAR VALUE, OF
| REGAL ENTERTAINMENT GROUP |
transferable on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and Registrar.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by the facsimile signatures of its duly authorized officers and sealed with the facsimile seal of the Corporation.
Dated:
| /s/ MICHAEL L. CAMPBELL VICE CHAIRMAN /s/ KURT C. HALL VICE CHAIRMAN | [SEAL] | /s/ PETER B. BRANDOW SECRETARY |
COUNTERSIGNED AND REGISTERED:
WELLS FARGO BANK MINNESOTA, N.A.
TRANSFER AGENT
AND REGISTRAR
BY
AUTHORIZED SIGNATURE
REGAL ENTERTAINMENT GROUP
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, so far as the same have been fixed, and the qualifications, limitations or restrictions of such preferences and/or rights, and the number of shares constituting each such class and series.
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 | UTMA | — | (Cust) | Custodian | (Minor) | |||||||
| TEN ENT | — | as tenants by entireties | under Uniform Transfer to Minors | |||||||||||
JT TEN | — | as joint tenants with right of survivorship and not as tenants in common | Act | (State) | ||||||||||
Additional abbreviations may also be used though not in the above list.
For value received hereby sell, assign and transfer unto
| PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE | ||||
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| PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE | ||||
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| Shares of the capital 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 Corporation 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. | |||
SIGNATURE GUARANTEED ALL GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A BANK OR BROKER) WHICH IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM ("STAMP"), THE NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM ("MSP"), OR THE STOCK EXCHANGES MEDALLION PROGRAM ("SEMP") AND MUST NOT BE DATED. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE. | ||||
The shares of Class B Common Stock represented by this certificate may not be transferred to any person in connection with a transfer that does not meet the qualifications set forth in paragraph F of Article FOURTH of the Certificate of Incorporation, as amended, of this Corporation. Any person who receives such shares in connection with a transfer that does not meet the qualifications prescribed by paragraph F of Article FOURTH is not entitled to own or to be registered as the holder of such shares of Class B Common Stock, and such shares of Class B Common Stock shall automatically convert into an equal number of shares of Class A Common Stock. Each holder of this certificate, by accepting the same, accepts and agrees to all of the foregoing.
The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. The securities have been acquired for investment and may not be sold, transferred, pledged or hypothecated in the absence of an effective registration statement for the securities under the Securities Act and applicable state securities laws, or an opinion of counsel satisfactory to the Company and its counsel that registration is not required and that an applicable exemption is available.
