exv4w1



 






Exhibit 4.1




	 	 	 
	Number *0*

	 	Shares *0*






SEE REVERSE FOR IMPORTANT

NOTICE ON TRANSFER RESTRICTIONS

AND OTHER INFORMATION



MIDLANTIC OFFICE TRUST, INC.




a Corporation Formed Under the Laws of the State of Maryland




THIS CERTIFIES THAT **Specimen**



is the owner of **Zero (0)**



fully paid and nonassessable shares of Common Stock, $0.01 par value per share, of



Midlantic Office Trust, Inc.



(the “Corporation”) transferable on the books of the Corporation by the holder hereof in person or
by its 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 all of the
provisions of the charter of the Corporation 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.




     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed on its behalf
by its duly authorized officers.



	 	 	 
	DATED _____________________________________
	 	 
	 
	 	 
	Countersigned and Registered:
	 	 
	American Stock Transfer & Trust Company,
	 	 
	Transfer Agent and Registrar

	 	By: ________________________________(SEAL)
	 

	 	                    President
	By: _____________________________________
	 	By: ________________________________
	                    Authorized Signature

	 	                    Secretary






 









 






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 (the “Charter”), 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 or to the Transfer Agent.




     The Charter of the Corporation provides that the shares represented by this certificate are
subject to restrictions on beneficial and constructive ownership and transfer for the purpose,
among others, of the Corporation’s maintenance of its status as a real estate investment trust
under the Internal Revenue Code of 1986, as amended. The Corporation will furnish a full
statement about these restrictions on transferability and ownership to each stockholder on request
and without charge. Requests for such information may be directed to the secretary of the
corporation at its principal office or to the transfer agent.




 






KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN

OR DESTROYED, THE CORPORATION 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
	 	 	 	(Custodian)               (Minor)
	     JT TEN

	 	-
	 	as joint tenants with right of
	 	 	 	under Uniform Gifts to Minors Act 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 SELLS, ASSIGNS AND TRANSFERS 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 Common Stock of the Corporation
represented by this Certificate and do hereby irrevocably constitute and appoint
___________________attorney to transfer the said shares of Common Stock on the books
of the 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.