exv4w1



 





Exhibit 4.1




7.375% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK




	 	 	 
	NUMBER
	 	SHARES
	 	 	 
	 
	 	 
	 	 	 
	      PREA	 	 
	 	 	 
	 
	 	 
	 	 	 
	INCORPORATED UNDER THE LAWS
	 	SEE REVERSE FOR IMPORTANT NOTICE ON
	OF THE STATE OF MARYLAND
	 	TRANSFER RESTRICTIONS AND OTHER
	 
	 	INFORMATION
	 
	 	CUSIP 09063H 20 6






BIOMED REALTY TRUST, INC.




This certifies that




Is the record holder of




FULLY PAID AND NONASSESSABLE SHARES OF 7.375% SERIES A CUMULATIVE REDEEMABLE 

PREFERRED STOCK, PAR
VALUE $.01 PER SHARE, OF

BIOMED REALTY TRUST, INC.



(the “Corporation”) transferable on the books of the Corporation by the holder hereof in person or
by its duly authorized attorney upon the surrender of this certificate properly endorsed or
assigned. This Certificate and the shares represented hereby are issued and shall be held subject
to all of the provisions of the charter of the Corporation (the “Charter”) and the Bylaws of the
Corporation and any amendments thereto. This Certificate is not valid unless countersigned and
registered by the Transfer Agent and Registrar.



WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized
officers.




Dated:




COUNTERSIGNED AND REGISTERED:

THE BANK OF NEW YORK

TRANSFER AGENT AND REGISTRAR,




By:




AUTHORIZED SIGNATURE




[BIOMED REALTY TRUST, INC. CORPORATE SEAL]




	 	 	 
	Gary A. Kreitzer
	 	Alan D. Gold
	Executive Vice President, General Counsel and
	 	President and Chief Executive Officer
	Secretary	 	 






 









 








BIOMED REALTY TRUST, INC.




IMPORTANT NOTICE




     The Corporation will furnish to any stockholder, on request and without charge, a
full statement of the information required by Section 2-211(b) of the Corporations and Associations
Article of the Annotated Code of Maryland with respect to the designations and any preferences,
conversion and other rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications, and terms and conditions of redemption of the stock of each class
which the Corporation has authority to issue and, if the Corporation is authorized to issue any
preferred or special class in series, (i) the differences in the relative rights and preferences
between the shares of each series to the extent set, and (ii) the authority of the Board of
Directors to set such rights and preferences of subsequent series. The foregoing summary does not
purport to be complete and is subject to and qualified in its entirety by reference to the charter
of the Corporation, a copy of which will be sent without charge to each stockholder who so
requests. Such request must be made to the Secretary of the Corporation at its Principal Office.



     The shares of Series A Cumulative Redeemable Preferred Stock represented by this certificate
are subject to restrictions on Beneficial and Constructive Ownership and Transfer for the purpose
of the Corporation’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 further restrictions and except
as expressly provided in the Articles Supplementary for the Series A Cumulative Redeemable
Preferred Stock, (i) no Person may Beneficially Own shares of the Corporation’s Series A Cumulative
Redeemable Preferred Stock in excess of 9.8% (by value or by number of shares, whichever is more
restrictive) of the outstanding Series A Cumulative Redeemable Preferred Stock of the Corporation;
(ii) no Person may Constructively Own shares of the Corporation’s Series A Cumulative Redeemable
Preferred Stock in excess of 9.8% (by value or by number of shares, whichever is more restrictive)
of the outstanding Series A Cumulative Redeemable Preferred Stock of the Corporation; (iii) no
Person may Beneficially Own shares of the Corporation’s Capital Stock with a value in excess of
9.8% of the value of the Corporation’s outstanding Capital Stock; (iv) no Person may Beneficially
or Constructively Own Series A Cumulative Redeemable Preferred Stock that, taking into account any
other Capital Stock of the Corporation Beneficially or Constructively Owned by such Person, would
result in the Corporation being “closely held” under Section 856(h) of the Code or otherwise cause
the Corporation to fail to qualify as a REIT; and (v) no Person may Transfer Series A Cumulative
Redeemable Preferred Stock if such Transfer would result in the Capital Stock of the Corporation
being owned by fewer than 100 Persons. Any Person who Beneficially or Constructively Owns or
attempts to Beneficially or Constructively Own Series A Cumulative Redeemable Preferred Stock which
causes or will cause a Person to Beneficially or Constructively Own Series A Cumulative Redeemable
Preferred Stock in excess of the above limitations must immediately notify the Corporation. If any
of the restrictions on transfer or ownership are violated, the Series A Cumulative Redeemable
Preferred Stock represented hereby in excess of such restrictions will be automatically transferred
to the Trustee of a Trust for the benefit of one or more Charitable Beneficiaries. In addition,
the Corporation may redeem shares upon the terms and conditions specified by the Board of Directors
in its sole discretion if the Board of Directors determines that ownership or a Transfer or other
event may violate the restrictions described above. Furthermore, upon the occurrence of certain
events, attempted Transfers in violation of the restrictions described above may be void ab initio.
All terms in this legend which are defined in the Articles Supplementary for the Series A
Cumulative Redeemable Preferred Stock or Charter shall have the meanings ascribed to them in such
Articles Supplementary or Charter, as applicable, as the same may be amended from time to time, a
copy of which, including the restrictions on transfer and ownership, will be furnished to each
holder of Series A Cumulative Redeemable Preferred Stock on request and without charge. Requests
for such a copy may be directed to the Secretary of the Corporation at its Principal Office.



     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
	TEN ENT
	 	—	 	as tenants by the entireties
	JT TEN
	 	—	 	as joint tenants with right of survivorship and not as tenants in common






	 	 	 	 	 	 	 
	UNIF
GIFT MIN ACT —
	 	 	 	Custodian	 	 
	 

	 	 
	 	 	 	 
	 

	 	(Cust)
	 	 	 	(Minor)






	 	 	 
	under Uniform Gifts to Minors Act
	 	 
	 

	 	 
	 

	 	(State)






	 	 	 	 	 
	UNIF
TRF MIN ACT —

	 	 	 	Custodian (until age )
	 

	 	 	 	 
	 

	 	(Cust)	 	 






	 	 	 
	 

	 	 under Uniform Transfers
	 	 
	(Minor)
	 	 






	 	 	 
	to Minors
	 	 
	Act
	 	 
	 

	 	 
	 

	 	(State)






Additional abbreviations may also be used though not in the above list.




	 	 	 	 	 
	For Value

	 	 	 	hereby sell, assign and transfer unto
	received,
	 	 	 	 
	 

	 	 	 	 





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 Series A Cumulative Redeemable Preferred Stock represented
by the within Certificate, and do(es) 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(S) TO THIS
ASSIGNMENT MUST CORRESPOND WITH
THE NAME(S) AS WRITTEN UPON THE FACE
OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE
WHATEVER.
	 
	 	 	 	 
	SIGNATURE(S) GUARANTEED:	 	 
	 
	 	 	 	 
	BY
	 	 	 	 
	 

	 	 	 	 
	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.