EX-4.1 FORM OF SERIES A PREFFERED STOCK CERT

EX-4.1 2 w49946ex4-1.txt EX-4.1 FORM OF SERIES A PREFFERED STOCK CERT. 1 EXHIBIT 4.1 STOCK CERTIFICATE, FRONT PAGE [MOTIENT LOGO] NUMBER SHARES MTNT A-1 MOTIENT CORPORATION CUSIP ____________ INCORPORATED UNDER THE LAWS SEE REVERSE FOR OF THE STATE OF DELAWARE CERTAIN DEFINITIONS THIS CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE SERIES A PREFERRED STOCK OF THE PAR VALUE OF $.01 PER SHARE OF MOTIENT CORPORATION (hereinafter, the "Corporation") 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 and the shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation and by-laws of the Corporation and 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 /s/David H. Engvall CORPORATE SEAL /s/Walter V. Purnell, Jr. SECRETARY MOTIENT CORPORATION PRESIDENT AND CHIEF 1988 DELAWARE EXECUTIVE OFFICER 2 STOCK CERTIFICATE, FRONT PAGE, RIGHT SIDE, LEGEND, PERPENDICULAR COUNTERSIGNED AND REGISTERED: FIRST CHICAGO TRUST COMPANY OF NEW YORK BY TRANSFER AGENT AND REGISTRAR AUTHORIZED OFFICER 3 STOCK CERTIFICATE, REVERSE PAGE The Corporation will furnish without charge to each stockholder of the Corporation who so requests, a statement of the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock of the Corporation 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 through they were written out in full according to applicable laws or regulations: TEN COM -as tenants in common UNIF GIFT MIN ACT- ........Custodian......... TEN ENT -as tenants by the entireties (Cust) (Minor) JT TEN -as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act....................... in common 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 - ----------------------------------- - ----------------------------------- ------------------------------------------- - -------------------------------------------------------------------------------- PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- _________________________________________________________________________ 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(s) Guaranteed: - ------------------------------------- THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAON ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.