EX-4.5



 





Exhibit 4.5




FORMED UNDER THE LAWS OF THE




	 	 	 	 	 
	 
	 	STATE OF MARYLAND	 	 
	Number
	 	 	 	Shares
	 	 	 	 	 
	SVP -	 	 	 	 






	 	 	 	 	 
	 
	 	LEXINGTON REALTY TRUST	 	 
	SPECIAL VOTING PREFERRED
STOCK
	 	 	 	SEE REVERSE SIDE FOR CERTAIN DEFINITIONS AND IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION 
	
	 	 	 	
	 
	 	 	 	






          THIS CERTIFIES THAT



is the owner of 


fully-paid and non-assessable share of the Special Voting Preferred Stock, par value $.0001 per share of LEXINGTON REALTY
TRUST (hereinafter 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
Amended and Restated Declaration of the Trust of the Trust and the By- Laws of the Trust and any amendments thereto.




          Witness, the facsimile seal of the Trust, and the signatures of its duly authorized officers.




Dated:




	 	 	 	 	 
	 

	 	 

	 	(SEAL)
	Joseph S. Bonventre, Assistant Secretary
	 	T. Wilson Eglin, President	 	 






 









 





LEXINGTON REALTY TRUST




     This certificate and the shares represented thereby shall be held subject to all of
the provisions of the Amended and Restated Declaration of Trust and the By-Laws of Lexington
Realty Trust (the “Trust”), and any amendments thereto, 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
Amended and Restated 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 shares. Such request may be made to the secretary of the Trust or to its
transfer agent.



     No share of Special Voting preferred Stock shall be transferable and no share shall be
transferred on the share transfer books of the Trust, without the prior approval of the
Trust. 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.



     THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”), NOR HAVE THEM BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A
REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, OR UNLESS SUCH
TRANSFER IS EFFECTED PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE ACT,
THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF
COUNSEL.



     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

	 	UNIFORM 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 Special Voting 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(S) GUARANTEED
	 	SIGNATURE






	 	 	 	 	 
	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.