Exhibit 4.4
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| MR. A. SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 |
Rights Agent: Computershare Trust Company, N.A. 150 Royall Street, Suite V Canton, Massachusetts 02021 Information Agent: Georgeson LLC Banks, brokers and shareholders call toll-free: (866) 856-6388 |
EMERALD HOLDING, INC. SUBSCRIPTION RIGHTS OFFERING
THIS SUBSCRIPTION RIGHTS OFFERING (“RIGHTS OFFERING”) EXPIRES AT 5:00 P.M., NEW YORK CITY TIME, ON , 2020, UNLESS THE EXERCISE PERIOD IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”).
Emerald Holding, Inc. (the “Company”) has distributed to each holder of its common stock, par value $0.01 per share (the “Common Stock”), owned as of record (each a “Record Holder”) at 5:00 p.m., New York City time, on , 2020 (the “Record Date”), at no charge, one (1) non-transferable right (the “Rights”), for each share of Common Stock held as of the Record Date, to purchase one share of 7% Series A Convertible Participating Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”) of the Company at a subscription price of $5.60 per share (the “Subscription Price”). The terms and conditions of the Rights Offering are set forth in the Company’s Prospectus dated , 2020 (as it may be amended or supplemented, the “Prospectus”), which is incorporated into this Rights Certificate by reference. Capitalized terms used but not defined herein have the meanings set forth in the Prospectus. The owner of this certificate is entitled to the number of Rights, and is entitled to exercise the Rights for the number of shares of Common Stock, shown on this Rights Certificate.
THE RIGHTS ARE NON-TRANSFERABLE
The Rights are non-transferable (except by operation of law). The Rights will not be listed on any securities exchange or quoted on any automated quotation system.
SUBSCRIPTION PRICE
The Subscription Price for the Rights is $5.60 per share.
METHOD OF EXERCISE OF RIGHTS
IN ORDER TO EXERCISE YOUR RIGHTS, YOU MUST PROPERLY COMPLETE AND SIGN THIS RIGHTS CERTIFICATE ON THE BACK AND RETURN IT IN THE ENVELOPE PROVIDED TO COMPUTERSHARE TRUST COMPANY, N.A., TOGETHER WITH PAYMENT IN FULL FOR AN AMOUNT EQUAL TO THE SUBSCRIPTION PRICE MULTIPLIED BY THE TOTAL NUMBER OF SHARES OF SERIES A PREFERRED STOCK THAT YOU ARE REQUESTING TO PURCHASE TO THE SUBSCRIPTION AGENT, COMPUTERSHARE TRUST COMPANY, N.A., BEFORE 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. RIGHTS HOLDERS SHOULD CAREFULLY REVIEW THE PROSPECTUS AND CONSULT THEIR LEGAL, TAX AND FINANCIAL ADVISORS BEFORE EXERCISING THEIR RIGHTS.
| Holder ID | COY | Class | Rights Qty Issued | Rights Cert. # | ||||
| 123456789 | XXXX | Subscription Rights | XXXXXXXXX | 12345678 |
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Signature of Owner and U.S. Person for Tax Certification |
Signature of Co-Owner (if more than one registered holder listed) |
Date (mm/dd/yyyy) |
You must timely pay the full Subscription Price for the full number of shares you wish to acquire pursuant to the subscription Rights. If you are the Record Holder, you must deliver payment to the Subscription Agent via personal check drawn upon a U.S. bank; please reference your Rights Certificate control number on your check. If your shares are held in the name of a broker, dealer, bank or other nominee, you should deliver payment to such broker, dealer, bank or other nominee, as applicable, in accordance with the instructions provided by such nominee.