Form of Common Stock Certificate



 



 







 AMERICAN TOWER CORPORATION 
 THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS
OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE RESTATED CERTIFICATE OF
INCORPORATION OF THE COMPANY AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY
OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT
MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE. 
 THE SHARES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO THE RESTRICTIONS ON TRANSFERABILITY AND OWNERSHIP THAT ARE SPECIFIED IN THE RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY. THE COMPANY WILL FURNISH A FULL STATEMENT DESCRIBING THE RESTRICTIONS ON TRANSFERABILITY AND OWNERSHIP
TO THE HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE ON REQUEST AND WITHOUT CHARGE. 
 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	  		  	UNIF GIFT MIN ACT–	  	                         Custodian  
                       
	 TEN ENT
	  	– as tenants by the entireties	  		  		  	        (Cust)                     
        (Minor)
	 JT TEN
	  	– as joint tenants with right of     survivorship and not as tenants in     common	  		  		  	 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 TYPEWRITE 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 stock on the books of the within-named Company 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 WHATEVER.

 SIGNATURE(S) GUARANTEED: 

 

			
	THE SIGNATURE(S) MUST 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.