Exhibit 4.4 





INLAND
AMERICAN REAL ESTATE TRUST INC.

A Maryland Corporation

NOTICE TO STOCKHOLDER OF ISSUANCE OF

UNCERTIFICATED SHARES OF COMMON STOCK

Containing the Information Required by Section 2-211 of the

Maryland General Corporation Law


Shares of Common
Stock, $0.001 par value per share


Inland
American Real Estate Trust, Inc., a Maryland corporation (the “Company”), is
issuing to you, subject to acceptance by the Company, the number of shares of
its common stock (the “Shares”) set forth in your subscription agreement with
the Company.  The Shares do not have
physical certificates.  Instead, the
Shares are recorded on the books and records of the Company, and this notice is
given to you of certain information relating to the Shares.  All capitalized terms not defined herein have
the meanings set forth in the Company’s articles of incorporation, 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 Shares of the
Company on request and without charge.  Requests
for such a copy may be directed to the Secretary of the Company at its
principal office.


The
Company has the authority to issue shares of stock of more than one class.  Upon the request of any stockholder, and
without charge, the Company will furnish a full statement of the information
required by Section 2-211 of the Maryland General Corporation Law with
respect to certain restrictions on ownership and transferability, 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 shares of each
class of stock which the Company has authority to issue, the differences in the
relative rights and preferences between the shares of each series to the extent
set, and the authority of the Board of Directors to set such rights and
preferences of subsequent series. Requests must be made to the Secretary of the
Company at its principal office. 


The Shares are subject to restrictions on Beneficial Ownership and
Constructive Ownership and Transfer for the purpose of the Company’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 Company’s articles: (i) no
Person may Beneficially Own or Constructively Own Shares in excess of 9.8% (in
value or number of shares) of the outstanding Shares unless such Person is an
Excepted Holder (in which case the Excepted Holder Limit shall be applicable);
(ii) no Person may Beneficially Own or Constructively Own shares of Equity
Stock of the Company in excess of 9.8% of the value of the total outstanding
shares of Equity Stock of the Company, unless such Person is an Excepted Holder
(in which case the Excepted Holder Limit shall be applicable); (iii) no Person
may Beneficially Own or Constructively Own Equity Stock that would result in
the Company being “closely held” under Section 856(h) of the Code or otherwise
cause the Company to fail to qualify as a REIT; and (iv) no Person may Transfer
shares of Equity Stock if such Transfer would result in the Equity Stock of the
Company being owned by fewer than 100 Persons. Any Person who Beneficially Owns
or Constructively Owns or attempts to Beneficially Own or Constructively Own
shares of Equity Stock that causes or will cause a Person to Beneficially or
Constructively Own shares of Equity Stock in excess or in violation of the
above limitations must immediately notify the Company. If any of the
restrictions on transfer or ownership are violated, the shares of Equity Stock
represented hereby will be automatically transferred to a Trustee of a Trust
for the benefit of one or more Charitable Beneficiaries. In addition, upon the
occurrence of certain events, attempted Transfers in violation of the
restrictions described above may be void ab
initio.