Exhibit 3.4
CARMAX, INC.
A full statement of the designations, relative rights, preferences and limitations applicable to each class of stock that the Corporation is authorized to issue and the variations in rights, preferences and limitations determined for the shares of each series of Common Stock and Preferred Stock that the Corporation authorized to issue so far as the same have been fixed and determined (and the authority of the board of directors to determine variations in rights, preferences and limitations of subsequent series) will be furnished to the holder hereof without charge upon request in writing to the Secretary of the Corporation or to the Transfer Agent named on the face hereof.
This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between CarMax, Inc. and Wells Fargo Bank Minnesota, N.A. (the “Rights Agent”), dated as of May 21, 2002, as the same may be amended or supplemented from time to time hereafter (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of CarMax, Inc Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights will expire at the Close of Business on May 21, 2012 unless exercised or redeemed prior thereto. CarMax, Inc. will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.
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 and regulations:
| TEN COM | -as tenants in common | UNIF GIFT MIN AC-___________________ | Custodian_________ | |||
| (Cust) | (Minor) | |||||
| TEN ENT | -as tenants by the entireties with right of survivorship | under Uniform Gifts to Minors Act | ||||
| JT TEN | -as joint tenants with right of survivorship and not as tenants in common | (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 TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE
____________________________________________________________________________________________________________
____________________________________________________________________________________________________________
____________________________________________________________________________________Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint_______________________________________________________________________ Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.
Dated ___________________
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 WHATSOEVER. | |
SIGNATURE(S)GUARANTEED: | THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. | |
BANKNOTE CORP. OF AMERICA • WALL STREET (NYC) • BROWNS SUMMIT (NC) • (CARMAX, INC.) • 1-(208019)-942 • PROOF #4 • 11:07 AM • 9/13/02 • CH