exv4w2







EXHIBIT 4.2




	 	 	 

	 

	 	SEE REVERSE FOR IMPORTANT NOTICE ON
	 

	 	TRANSFER RESTRICTIONS AND OTHER
	 

	 	INFORMATION






[LOGO]

WELSH PROPERTY TRUST, INC.




	 	 	 	 	 

	NUMBER

	 	 	 	SHARES






	 	 	 	 	 

	 

	 	 	 	COMMON STOCK
	 

	 	 	 	CUSIP 950446 104






INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND



	 	 	 	 	 

	This Certifies that

	 	 	 	is the owner of





FULLY PAID AND NON ASSESSABLE SHARES OF THE COMMON STOCK, $0.01 PAR VALUE PER SHARE, OF




WELSH PROPERTY TRUST, INC.


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 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.
THIS SECURITY IS NOT A DEPOSIT ON ACCOUNT AND IS NOT FEDERALLY INSURED OR GUARANTEED.




	 	 	 	 	 

	 

	 	WITNESS the signatures of its duly authorized officers.






Dated:




	 	 	 	 	 

	 

	 	Chief Executive Officer
	 	Treasurer/Secretary






COUNTERSIGNED AND REGISTERED:




	 	 	 	 	 	 	 

	 

	 	WELLS FARGO BANK, N.A.	 	 	 	 
	 	 	 	 	TRANSFER AGENT
	 

	 	 	 	 	 	AND REGISTRAR
	 
	 	 	 	 	 	 
	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, (a) the differences in the relative rights and preferences
between the shares of each series to the extent set, and (b) 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
Corporation’s 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.



     The shares represented by this certificate are subject to restrictions on Beneficial Ownership
and Constructive Ownership and Transfer for the purpose, among others, of the Corporation’s
maintenance of its qualification as a REIT. Subject to certain further restrictions and except as
expressly provided in the Corporation’s charter, (i) no Person may Beneficially Own or
Constructively Own shares of Common Stock in excess of 9.8 percent (in value or number of shares,
whichever is more restrictive) of the outstanding shares of Common Stock 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 Capital Stock in excess of 9.8 percent (in value
or number of shares, whichever is more restrictive) of the total outstanding shares of Capital
Stock, 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 Capital 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) any Transfer of shares of Capital Stock
that, if effective would result in the Capital Stock being beneficially owned by less than 100
persons (as determined under the principles of Section 856(a)(5) of the Code) shall be void ab
initio, and the intended transferee shall acquire no rights in such shares of the Capital Stock.
Any Person who Beneficially Owns or Constructively Owns or attempts to Beneficially Own or
Constructively Own shares of Capital Stock which causes or will cause a Person to Beneficially Own
or Constructively Own shares of Capital 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 as
set forth in (i) through (iii) above are violated, the shares of Capital Stock in excess or in
violation of the above limitations 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 any of
the restrictions described above. Furthermore, upon the occurrence of certain events, attempted
Transfers in violation of the restrictions described in (i) through (iii) above may be void
ab initio. All capitalized terms in this legend have the meanings set forth 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 Capital
Stock on request and without charge. Requests for such a copy may be directed to the Secretary of
the Corporation at its principal office.



     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	 	 	 	 	 	 	 	 	 	 
	TEN ENT

	 	as tenants by the entireties
	 	UNIF GIFT MIN ACT
	 	 

	 	Custodian
	 	 

	 	 
	JT TEN

	 	as joint tenants with right of
	 	 	 	(Cust)
	 	 	 	(Minor)	 	 
	 	 	survivorship and not as tenants	 	 	 	under Uniform Gifts to Minors	 	 
	 

	 	in common
	 	 	 	Act	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(State)	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	UNIF TRAN MIN ACT
	 	 

	 	Custodian 
	 	 

	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 

	 

	 	 	 	 	 	(Cust)	 	(Minor)	 	 
	 	 	 	 	 	 	under Uniform Transfers 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



-----------------------------------------------------
          
----------------------------------------------------




 

          (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)




 




          
                    
                    
                     
                     
                     
                     
       Shares
of the common stock represented by the within Certificate, and do hereby irrevocably constitute and
appoint
          
                   
                   
                   
                    
                    
 Attorney
to transfer the said stock on the books of the within-named 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.
	 	 






	 	 	 	 	 

	SIGNATURE(S) GUARANTEED:
	 	 	 	 
	 

	 	 

	 	 
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.