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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
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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
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SECRETARY PRESIDENT
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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.
<TABLE>
<S> <C> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - ........ Custodian..........
TEN ENT - as tenants by the entireties (Cust) (Minor)
IT TEN - as joint tenants with right of under Uniform Gifts to Minors Act...............
survivorship and not as tenants (State)
in common
</TABLE>
Additional abbreviations may also be used though not in the above list.
For Value Received, hereby sell, assign and transfer unto
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Shares
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represented by the within Certificate, and do hereby irrevocably constitute and
appoint , Attorney
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to transfer the said Shares on the books of the within named Corporation with
full power of substitution in the premises.
Dated ,
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In present of
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