EXHIBIT 3.6.2
See Restrictive Legend on Reverse Side
SERIES C PREFERRED STOCK
$.001 PAR VALUE
CERTIFICATE FOR SHARES
U.S. WIRELESS CORPORATION
(A Delaware Corporation)
Number: PC____ Shares: ***______***
WHEREAS, U.S. Wireless Corporation (the "Company"), is authorized to issue
an aggregate of One million (1,000,000) shares of Preferred Stock, par value
$.01 per share, which may be issued in classes or in series, and whose
respective rights, designations and preferences may be designated from time to
time by a Certificate of Designation by the Board of Directors of U.S. Wireless
Corporation; and
WHEREAS, the Board of Directors of U.S. Wireless Corporation have
designated 150,000 shares of Preferred Stock as the "Series C Preferred Stock,"
pursuant to a Certificate of Designation of the Series C Preferred Stock as
filed by the Company which the Office of the Secretary of the State of Delaware
on May 17, 2000, setting forth the rights, preferences and limitations of such
Series C Preferred Stock.
WHEREAS, ___________________ has subscribed to purchase ______________
(_______) of the Series C Preferred Stock for an aggregate purchase price of
$-----------.
NOW, THEREFORE, this certificate certifies that_____________________, is
the owner of ____________________________ (_______) of the fully paid and
non-assessable shares of Series C Preferred Stock of U.S. Wireless Corporation,
transferable on the books of the Corporation in person or by attorney upon
surrender of this certificate duly endorsed or assigned. This certificate and
the shares represented hereby are subject to the laws of the State of Delaware,
and to the Certificate of Incorporation and By-laws of the Corporation, as now
or hereafter amended. This certificate is not valid until countersigned by the
officers of the Corporation.
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 __st day of ____, 200_.
------------------------- ------------------------------
David Klarman Dr. Oliver Hilsenrath
Secretary Chief Executive Officer
U.S. WIRELESS CORPORATION
1993
Delaware
<PAGE>
The following abbreviation, 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>
<CAPTION>
<S> <C>
TEN COM- as tenants in common UNIF GIFT 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 (State)
</TABLE>
Additional abbreviation may also be used though not in
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 postal zip code of assignee
Shares of the stock represented by the attached Certificate, and do hereby
irrevocably constitute and appoint __________________ Attorney to transfer the
said Limited Partnership Interests on the books of the within-named Limited
Partnership with full power of substitution in the premises.
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.
Dated:
----------------------------
SIGNATURE
SIGNATURE GUARANTEED
ELECTION TO CONVERT
The undersigned hereby irrevocably elects to exercise the right to convert
shares of Series C Preferred Stock into shares of Common Stock, and herewith
tenders said shares of Series C Preferred Stock in accordance with the issuers
Certificate of Incorporation. The undersigned requests that a certificates for
such securities be registered in the name and address of and that such
Certificate be delivered to whose address is .
Dated:
Signature (Signature must conform in all respects to name of holder)
***Restrictive Legend***
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE
OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.
