EX-4 5 ex4-1.txt EX. 4.1 Exhibit 4.1
FORMED UNDER THE LAWS OF THE STATE OF MARYLAND Number Shares LEXINGTON CORPORATE PROPERTIES TRUST CUSIP 529043 20 0 8.05% SERIES B CUMULATIVE REDEEMABLE PREFERRED SEE REVERSE SIDE FOR CERTAIN DEFINITIONS AND IMPORTANT STOCK NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION THIS CERTIFIES THAT SPECIMEN is the owner of fully-paid and non-assessable shares of the 8.05% Series B Cumulative Redeemable Preferred Stock, Liquidation Preference $25 per share, par value $.0001 per share of LEXINGTON CORPORATE PROPERTIES TRUST (herein after called the "Trust"), transferable only on the books of the Trust by the registered 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 held subject to the laws of the State of Maryland and to all of the provisions of the Declaration of the Trust and the Bylaws of the Trust and any amendments thereto. Witness, the facsimile seal of the Trust, and the signatures of its duly authorized officers. Dated: ------------------------------------- ---------------------------------- Paul R. Wood, Secretary T. Wilson Eglin, President
LEXINGTON CORPORATE PROPERTIES TRUST This certificate and the shares represented thereby shall be held subject to all of the provisions of the Declaration of Trust (including the Articles Supplementary setting forth the terms of the 8.05% Series B Cumulative Redeemable Preferred Stock) and the By-Laws of Lexington Corporate Properties Trust (the "Trust"), a copy of each of which is on file at the office of the Trust, and made a part hereof as fully as though the provisions of said Declaration of Trust and By-Laws were imprinted in full on this certificate, to all of which the holder of this certificate, by acceptance hereof, assents and agrees to be bound. The Trust will furnish to any owner of shares of beneficial interest on request and without charge a full statement of the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the shares of each series or class which the Trust is authorized to issue, of the differences in the relative rights and preferences between the shares of each series of a preferred or special class in series which the Trust is authorized to issue, to the extent they have been set, and of the authority of the Board of Trustees to set the relative rights and preferences of subsequent series of a preferred or special class of stock. Such request may be made to the secretary of the Trust or to its transfer agent. The shares of preferred stock represented by this certificate are subject to restrictions on transfer for the purpose of the Trust's maintenance of its status as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the "Code"). Subject to certain exceptions, no Person may, (1) Beneficially Own or Constructively Own shares of Equity Stock in excess of 9.8% of the value of the outstanding Equity Stock of the Trust or (2) Beneficially Own Equity Stock that would result in the Trust's being "closely held" under Section 856(h) of the Code. Any Person who attempts to Beneficially Own or Constructively Own shares of Equity Stock in excess of the above limitations must immediately notify the Trust. All capitalized terms in this legend have the meanings defined in the Declaration, as the same may be further amended from time to time, a copy of which including the restrictions on transfer, will be sent without charge to each stockholder who so requests. If the restrictions on transfer are violated, the shares of Equity Stock represented hereby will be automatically converted for shares of Excess Stock which will be held in trust by the Trust. Keep this certificate in a safe place. If it is lost, stolen or destroyed, the Trust will require a bond of indemnity as a condition to the issuance of a replacement certificate. 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 under Uniform Gifts to Minors and not as tenants in common 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 TRANSFEREE ------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ (NAME AND ADDRESS OF TRANSFEREE SHOULD BE PRINTED OR TYPEWRITTEN) ------------------------------------------------------------------------------------------------------------------------------------ Shares ----------------------------------------------------------------------------------------------------------------------------- of the 8.05% Series B Cumulative Redeemable Preferred 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 Trust with full power of substitution in the premises. Dated: ----------------------------------------------- ----------------------------------------------- SIGNATURE SIGNATURE(S) GUARANTEED By _____________________________________________________________________________ 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 SEC RULE 17Ad-15. ------------------------------------------------------------------------------------------------------------------------------------
NOTICE: THE SIGNATURE(S) OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.