-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
NUMBER [Logo] SHARES
CD
CD WAREHOUSE, INC.
INCORPORATED UNDER THE LAWS SEE REVERSE FOR CERTAIN DEFINITIONS
OF THE STATE OF DELAWARE CUSIP 12512W 10 5
---------------------------------------------------------------------
This Certifies that
is the registered owner of
---------------------------------------------------------------------
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01, OF
------------------- CD WAREHOUSE, INC. --------------------
---------------------------------------------------------------------
-----------------------------------------------------------
CERTIFICATE OF STOCK
(herein referred to as 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
subject to all of the bylaws, terms, conditions and limitations of the
Certificate of Incorporation and Bylaws of the Corporation including
---illegible--- made to such Certificate of Incorporation or Bylaws,
to all of which reference is made hereby and to all of which the holder
asserts by acceptance hereof.
This Certificate is not valid unless countersigned by the transfer
agent and registered by the registrar of the Corporation.
IN WITNESS WHEREOF, the Corporation has caused facsimile signatures
of its duly authorized officers and its facsimile seal to be hereunto
affixed.
Dated:
/s/ XXXXX X. XXXXXXX /s/ XXXX X. XXXXXX
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER SECRETARY
[SEAL]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
COUNTERSIGNED AND REGISTERED:
LIBERTY BANK & TRUST COMPANY OF OKLAHOMA CITY, N.A.
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
CD WAREHOUSE, INC.
The Corporation will furnish without charge to each shareholder who so
requests a full statement of the designations, preferences, limitations and
relative rights of each class of stock or series thereof of the Corporation
and the variations in the relative rights and preferences between the shares
of any series of preferred stock, so far as the same have been fixed and
determined, and the authority of the board of directors to fix and determine
the relative rights and preferences of any series of preferred stock. Such
requests may be made to the Corporation or to the transfer agent.
ABBREVIATIONS
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 -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- 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 ...................................
(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 TYPE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE
-------------------------------------------------------------------------------
------------------------------------------------------------------------ Shares
of the Common Stock 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 Signature(s):
------------------------------
----------------------------------------
----------------------------------------
NOTICE: THE SIGNATURE OF 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:
By
THE SIGNATURE(S) MUST BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION,
(BANKS, STOCK BROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.
