exv4w2






Exhibit 4.2




CPA 16 HOLDINGS INC.

2011 DISTRIBUTION REINVESTMENT AND STOCK PURCHASE PLAN




     1. Participation; Agent. CPA Holdings Inc. 2011 Distribution Reinvestment and Stock Purchase
Plan (“Plan”) is available to shareholders of record of the common stock (“Common Stock”) of CPA
Holdings Inc. (the “Company”). Phoenix American Financial Services, Inc. (“Phoenix American”),
acting as agent for each participant in the Plan, will apply cash distributions which become
payable to such participant on shares of the Company’s Common Stock (including shares held in the
participant’s name and shares accumulated under the Plan) to the purchase of additional whole and
fractional shares of the Company’s Common Stock for such participant.



     2. Eligibility. Participation in the Plan is limited to registered owners of the Company’s
Common Stock. Shares held by a broker-dealer or nominee must be transferred to ownership in the
name of the shareholder in order to be eligible for this Plan. Further, a shareholder who wishes
to participate in the Plan may purchase shares through the Plan only after receipt of a prospectus
relating to the Plan, which prospectus may also relate to a concurrent public offering of shares by
the Company. The Company’s board of directors (the “Board”) reserves the right to amend the Plan
in the future to permit voluntary cash investments in Common Stock pursuant to the Plan. A
participating shareholder is not required to include all of the shares owned by such shareholder in
the Plan, but all of the distributions paid on enrolled shares will be reinvested.



     3. Stock Purchases. Phoenix American may purchase shares for the accounts of participants in
the Plan directly from the Company or in the open market. All shares purchased under the Plan will
be held in the name of each Participant. In making purchases for the accounts of participants,
Phoenix American may commingle the funds of one participant with those of other participants in the
Plan. The price of shares purchased directly from the Company will be equal to the net asset value
(“NAV”) per share of our Common Stock, as determined by the Board from time to time. If an
appraisal of the real estate owned by the Company has been performed, the Board’s determination of
NAV shall be based upon such appraisal, as increased by the value of the Company’s other assets,
and reduced by the total amount of the Company’s liabilities and, all as divided by the total
number of outstanding shares of Common Stock. Until an appraisal of the Company’s real estate
assets is performed, or the Board makes a subsequent determination of NAV, for the purpose of
purchasing shares through the Plan, the NAV is $10.00 per share. In the case of each purchase on
the open market, the price per share for each participant’s account shall be deemed to be the
average price of all shares purchased with the funds available from that distribution. Phoenix
American shall have no responsibilities with respect to the market value of the Company’s Common
Stock acquired for participants under the Plan.



     4. Timing of Purchases. Phoenix American will make every reasonable effort to reinvest all
distributions on the day the cash distribution is paid (except where necessary to comply with
applicable securities laws) by the Company. If, for any reason beyond the control of Phoenix
American, reinvestment of the distributions cannot be completed within 30 days after



 









 




the applicable distribution payment date, participants’ funds held by Phoenix American will be
distributed to the participant.




     5. Account Statements. Following the completion of the purchase of shares after each
distribution, Phoenix American will mail to each participant an account statement showing the cash
distributions, the number of shares purchased, the price per share and the participant’s total
shares accumulated under the Plan.



     6. Expenses and Commissions. There will be no expenses to participants for the administration
of the Plan. Brokerage commissions and administrative fees associated with the Plan will be paid
by the Company. Any interest earned on distributions while held by Phoenix American will be paid
to the Company to defray costs relating to the Plan. Additionally, in connection with purchases of
shares under the Plan, the Company may, in its sole discretion, pay to Carey Financial, LLC selling
commissions of not more than 5% of the purchase price of shares purchased through reinvestment.
Carey Financial, LLC may, in its sole discretion, reallow up to 5% per share of the selling
commission to select dealers.



     7. Taxation of Distributions. The reinvestment of distributions does not relieve the
participant of any taxes which may be payable on such distributions.



     8. Stock Certificates. No stock certificates will be issued to a participant.



     9. Voting of Shares. In connection with any matter requiring the vote of the Company’s
shareholders, each participant will be entitled to vote all of the whole shares held by the
participant in the Plan. Fractional shares will not be voted.



     10. Absence of Liability. Neither the Company nor Phoenix American or any of their officers,
directors, agents or employees, shall have any responsibility or liability as to the value of the
Company’s shares, any change in the value of the shares acquired for any participant’s account, or
the rate of return earned on, or the value of, the interest-bearing accounts, if any, in which
distributions are invested. Neither the Company nor Phoenix American shall be liable for any act
done in good faith, or for any good faith omission to act, including, without limitation, any
claims of liability (a) arising out of the failure to terminate a participant’s participation in
the Plan upon such participant’s death prior to the date of receipt of such notice, and (b) with
respect to the time and prices at which shares are purchased for a participant. NOTWITHSTANDING
THE FOREGOING, LIABILITY UNDER THE U.S. FEDERAL SECURITIES LAWS CANNOT BE WAIVED. Similarly, the
Company and Phoenix American have been advised that in the opinion of certain state securities
commissioners, indemnification is also considered contrary to public policy and therefore
unenforceable.



     11. Termination of Participation. A participant may terminate participation in the Plan at
any time by written instructions to that effect to Phoenix American. To be effective on a
distribution payment date, the notice of termination and termination fee must be received by
Phoenix American at least 15 days before that distribution payment date. Upon receipt of notice of
termination from the participant, Phoenix American may also terminate any participant’s account at
any time in its discretion by notice in writing mailed to the participant.



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     12. Amendment, Supplement, Termination and Suspension of Plan. This Plan may be amended,
supplemented or terminated by the Company at any time by the delivery of written notice to each
participant at least 10 days prior to the effective date of the amendment, supplement or
termination. Any amendment or supplement shall be effective as to the participant unless, prior to
its effective date, Phoenix American receives written notice of termination of the participant’s
account. An amendment may include an appointment by the Company or Phoenix American with the
approval of the Company of a successor agent, in which event such successor shall have all of the
rights and obligations of Phoenix American under this Plan. The Company may suspend the Plan at
any time without notice to the participants.



     13. Governing Law. This Plan and the Authorization Card signed by the participant (which is
deemed a part of this Plan) and the participant’s account shall be governed by and construed in
accordance with the laws of the State of Maryland. This Agreement cannot be changed orally.




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