FORM OF CERTIFICATE FOR SHARES OF 13% REDEEMABLE SERIES J PREFERREDSTOCK

EX-4.2 3 d479243dex42.htm EX-4.2 EX-4.2

Exhibit 4.2

FORM OF CERTIFICATE FOR SHARES OF 13%

REDEEMABLE SERIES J PREFERRED STOCK

Number             

                    Shares
   CUSIP [______]

SEE REVERSE FOR CERTAIN DEFINITIONS AND RESTRICTIONS

VOLTARI CORPORATION

a Corporation Formed Under the Laws of the State of Delaware

THIS CERTIFIES THAT                                                                                                                                                                                                                     

is the owner of                                                          

FULLY PAID AND NONASSESSABLE SHARES OF 13% REDEEMABLE SERIES J PREFERRED STOCK, $0.001 PAR VALUE PER SHARE, OF

VOLTARI CORPORATION

(the “Corporation”), transferable on the books of the Corporation by the registered 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 charter of the Corporation (the “Charter”) and the Bylaws of the Corporation and any amendments thereto. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.

Dated:                     

 

        Chairman

              Secretary

Countersigned and Registered:

American Stock Transfer & Trust Company, LLC

Transfer Agent and Registrar

VOLTARI CORPORATION

THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK. A COPY OF THE FULL TEXT OF THE PREFERENCES, VOTING POWERS, QUALIFICATIONS AND SPECIAL OR RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OF STOCK WILL BE PROVIDED TO THE HOLDER OF RECORD OF THIS CERTIFICATE UPON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS AND WITHOUT CHARGE.

VOLTARI CORPORATION

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

TEN ENT

JT TEN

   

-as tenants in common

-as tenants by the entireties

-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 of                 

              (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

 

   

                                                 

     
   (Please Print or Typewrite Name and Address Including Zip Code, of Assignee)

Shares of 13% Redeemable Series J Preferred Stock, $0.001 par value per share, of the Corporation 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:                     

 

   X   
     

 

   X   
     

 

      NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

 

Signature(s) Guaranteed

By

    
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C.
RULE 17Ad-15.