EX-4.1



 Exhibit 4.1 
  

			
	5.875% Series B Cumulative Redeemable	  	5.875% Series B Cumulative Redeemable
	Preferred Stock, Par Value $0.01 per share	  	Preferred Stock, Par Value $0.01 per share

  

			
	Number	  	Shares
	PR B-	  	

  

			
	INCORPORATED UNDER THE LAWS	  	CUSIP 76169C 308
	OF THE STATE OF MARYLAND	  	SEE REVERSE FOR IMPORTANT NOTICE ON
		  	TRANSFER RESTRICTIONS AND
		  	OTHER INFORMATION

 FULLY PAID AND NONASSESSABLE SHARES OF 5.875% SERIES B CUMULATIVE REDEEMABLE PREFERRED STOCK, $0.01 PAR VALUE
PER SHARE OF 
 REXFORD INDUSTRIAL REALTY, 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. 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 until countersigned by the Transfer Agent and registered by the Registrar. 

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

 

					
	 [SEAL] Dated:

 
	  		    	
		  	  
	    	  

		  	Secretary	    	Co-Chief Executive Officer

  

			
	 COUNTERSIGNED AND REGISTERED:

AMERICAN STOCK TRANSFER & TRUST COMPANY
 TRANSFER
AGENT AND REGISTRAR,

		
	BY	 	 
		 	AUTHORIZED SIGNATURE








 REXFORD INDUSTRIAL REALTY, INC. 

IMPORTANT NOTICE 

CLASSES OF STOCK 
 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, 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. 

RESTRICTION ON OWNERSHIP AND TRANSFER 

The shares 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
Corporation’s Charter, (i) no Person may Beneficially or Constructively Own shares of the Corporation’s Series B Preferred Stock in excess of the Series B Ownership Limit unless such Person is a Series B Excepted Holder (in which case
the Series B Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially or Constructively Own shares of Series B Preferred Stock of the Corporation in excess of the Aggregate Stock Ownership Limit, unless such Person is a Series B
Excepted Holder or an Excepted Holder (in which case the Series B Excepted Holder Limit or Excepted Holder Limit shall be applicable); (iii) no Person may Beneficially or Constructively Own Series B Preferred Stock that could 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 (iv) no Person may Transfer shares of Series B 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 shares of Series B Preferred Stock which causes or may cause a Person
to Beneficially or Constructively Own shares of Series B Preferred Stock in excess or in violation of the above limitations must immediately notify the Corporation or, in the case of such a proposed or attempted transaction, give at least 15 days
prior written notice. If any of the restrictions on transfer or ownership set forth in (i) through (iii) above are violated, the shares of Series B Preferred Stock represented hereby will be automatically transferred to a Trustee of a Trust for
the benefit of one or more Charitable Beneficiaries. In addition, the Corporation may take other actions, including redeeming shares upon the terms and conditions specified by the Board of Directors in its sole and absolute 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 capitalized terms in this legend have the meanings defined in the Charter of the Corporation, 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 B Preferred Stock of the Corporation on request and without charge. Requests for such a copy may be directed to the Secretary of the Corporation at its Principal Office. Instead of the foregoing legend, a certificate may state that
the Corporation will furnish a full statement about certain restrictions on ownership and transfer of the shares to a stockholder 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                      
		    		    	                                      
        (Cust)                                
                      (Minor)
			
	TEN ENT-	    	as tenants by the entireties	    	
			
	JT TEN-	    	 as joint tenants with right

of survivorship and not as
 tenants in
common
	    	 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 received,
                                         
                                         
           hereby sell, assign and transfer unto 
  

 
 PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE