Certificate for 8.25% Series C Convertible Redeemable Preferred Stock of XM Satellite Radio Holdings, Inc.
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This certificate represents ownership of 8.25% Series C Convertible Redeemable Preferred Stock in XM Satellite Radio Holdings, Inc., a Delaware corporation. The shares are subject to restrictions under the company's Restated Certificate of Incorporation, including limitations on ownership to comply with federal law and the company's right to redeem shares held in violation. The shares are also subject to a Shareholders Agreement that restricts transfer. The securities are not registered under the Securities Act of 1933 and may only be transferred under certain conditions.
EX-4.9 2 0002.txt FORM OF CERTIFICATE FOR 8.25% SERIES C STOCK Exhibit 4.9 Incorporated Under the Laws of the State of Delaware XM SATELLITE RADIO HOLDINGS, INC. 8.25% SERIES C CONVERTIBLE REDEEMABLE PREFERRED STOCK PAR VALUE $0.01 PER SHARE SEE REVERSE FOR RESTRICTIONS ON TRANSFER - ---------------------------------------- This Certifies that ___________________________________ is the registered holder of _______________________________________________ Shares of the capital stock of the above named corporation, fully paid and non-assessable, transferrable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed. In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunto affixed this 8th day of August ____, 2000. /s/ Signature /s/ Signature - -------------------------- ------------------------ SECRETARY PRESIDENT THE OWNERSHIP OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS RESTRICTED BY AND SUBJECT TO THE PROVISIONS OF THE RESTATED CERTIFICATE OF INCORPORATION OF XM SATELLITE RADIO HOLDINGS INC. (THE "CORPORATION"), WHICH (1) PROHIBITS THE RECORD OR BENEFICIAL OWNERSHIP OF ANY SECURITIES BY ANY PERSON WHOSE OWNERSHIP THEREOF WOULD CONSTITUTE A VIOLATION OF SECTION 310(a) OR 310(b) OF THE COMMUNICATIONS ACT OF 1934, AS AMENDED, OR ANY SIMILAR SUCCESSOR FEDERAL STATUTES, AND (II) PROVIDES THAT THE CORPORATION SHALL HAVE THE RIGHT TO REDEEM ANY SECURITIES OWNED IN VIOLATION OF THE FOREGOING. A COPY OF THE RESTATED CERTIFICATE OF INCORPORATION IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE CORPORATION. THE SECURITIES REPRESENTED BY THIS CERTIFICAATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE RE-OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEADGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO REGISTRATION UNDER THE SECURITIES ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE THE SUBJECT OF A CERTAIN SHAREHOLDERS AGREEMENT WHICH, AMONG OTHER THINGS, CONTAINS RESTRICTIONS ON THE TRANSFER OF SUCH SECURITIES. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY. THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A STATEMENT OF 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. SUCH REQUEST MAY BE MADE TO THE CORPORATION OR OT ITS TRANSFER AGENT AND REGISTRAR. 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.
Additional abbreviations may also be used though not in the above list. For Value Received, hereby sell, assign and transfer unto ----- Shares - ----------------------------------------------------------------------- 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 Corporation with full power of substitution in the premises. Dated , ----------------- ------------- In present of ----------------------------------------------------------------
