exv4w1







	 	 	 	 	 



EXHIBIT 4.1



COMMON STOCK




COMMON STOCK




			
	 	 	 
	NUMBER 

GRC
	 	SHARES






[GETTY LOGO]




			
	 	 	 
	[GETTY LOGO]
	 	SEE REVERSE FOR CERTAIN DEFINITIONS

AND/OR IMPORTANT NOTICE OF TRANSFER

RESTRICTIONS AND OTHER INFORMATION
	 	 	 
	 
	 	CUSIP 374297 10 9






GETTY REALTY CORP.



a Corporation Formed Under the Laws of the State of Maryland



	 	 	 	 	 
	THIS CERTIFIES THAT

	 	SPECIMEN
	 	 





is the owner of




          fully paid and nonassessable shares of Common Stock, $.01 par value per share, of
Getty Realty Corp. (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 (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.



     In Witness Whereof, the Corporation has caused this Certificate to be executed on its behalf
by its duly authorized officers.


Dated




	 	 	 	 	 	 	 
	/s/ Leo Liebowitz
 

Chief Executive Officer

	 	[SEAL] 
	 	Countersigned and Registered:  

	 

	 	 	 	 	 	Transfer Agent
	/s/ Joshua Dicker
 


	 	 
	 	 	 	and Registrar
	Secretary

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Authorized Signature






 









 






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.




 





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 description 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
	 

	 	      survivorship and not as tenants in
	 	 	 	Act of          
                  
             
	 

	 	      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 Whatever.






          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 (other than a Conversion Holder with respect to such holder’s conversion
rights) may Beneficially Acquire shares of the Corporation’s Common Stock in excess of 5.0% of the
number or value, whichever is more restrictive, of the outstanding shares of Common Stock of the
Corporation or Constructively Acquire shares of the Corporation’s Common Stock in excess of 9.9% of
the number or value, whichever is more restrictive, of the outstanding shares of Common Stock of
the Corporation; (ii) no Person may Beneficially Own shares of Capital Stock of the Corporation
which has an aggregate value in excess of 5.0% of the value of the total outstanding shares of
Capital Stock of the Corporation or Constructively Own shares of Capital Stock of the Corporation
which have an aggregate value in excess of 9.9% of the value of the total outstanding shares of
Capital Stock of the Corporation; (iii) no Person may Beneficially or Constructively Own Common
Stock that 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






 









 







(iv) no Person may Transfer or Acquire shares of Common Stock if such Transfer or Acquisition
would result in 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 Common Stock
which causes or will cause a Person to Beneficially or Constructively Own shares of Common Stock in
excess of the above limitations must immediately notify the Corporation. If any of the restrictions
on transfer or ownership are violated, the shares of Common 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 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 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 Common Stock on request and without charge.