Exhibit
4.1


 


	
  Number

  	
  [NEWKIRK
  LOGO]

  	
  Shares

  
	
   

  	
   

  	
   

  
	
  NKT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THIS CERTIFICATE IS
  TRANSFERABLE IN CLEVELAND, OH AND NEW YORK, NY

  	
   

  	
   

  
	
   

  	
  NEWKIRK
  REALTY TRUST, INC.

  INCORPORATED UNDER
  THE LAWS OF THE STATE OF MARYLAND

  	
  SEE REVERSE FOR

  IMPORTANT NOTICE

  ON TRANSFER

  RESTRICTIONS AND

  OTHER INFORMATION

  



 


CUSIP
   651497    10    9


 


COMMON
STOCK


 


THIS CERTIFIES THAT:


 


 


 


 


 


IS THE OWNER OF


 


 


FULLY
PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $.01 PAR VALUE EACH OF


NEWKIRK
REALTY TRUST, INC.


(the “Corporation”) transferable on the books
of the Corporation in person or by attorney upon surrender of this certificate
duly endorsed or assigned.  This
certificate and the shares represented hereby are subject to the laws of the
State of Maryland, and to the Charter and By-laws of the Corporation, as now or
hereafter amended.  This certificate is
not valid until countersigned by the Transfer Agent.


 


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


 


	
  DATED:

  	
   

  	
   

  	
   

  	
  COUNTERSIGNED:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  NATIONAL CITY BANK

  
	
   

  	
   

  	
   

  	
   

  	
  TRANSFER AGENT

  
	
   

  	
   

  	
   

  	
  [SEAL]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  BY:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  AUTHORIZED SIGNATURE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Carolyn Tiffany

  	
   

  	
  /s/ Michael Ashner

  
	
   

  	
   

  	
  SECRETARY

  	
   

  	
  CHAIRMAN AND CHIEF EXECUTIVE OFFICER

  



 





















 


NEWKIRK REALTY TRUST, INC.


 


                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

  	
   

  
	
  TEN ENT

  	
  -

  	
  as tenants by the entireties

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
  JT TEN

  	
  -

  	
  as joint tenants with rights of
  survivorship and not as tenants in common

  	
   

  	
  under Uniform Gifts 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 stock represented by the
  within Certifcate, 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 WHATSOEVER.

  



 


 


IMPORTANT
NOTICE

RESTRICTIONS ON OWNERSHIP AND TRANSFER OF STOCK


 


	
  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 COMMON STOCK IN EXCESS OF 9.8%
  (IN VALUE OR NUMBER OF SHARES) OF THE OUTSTANDING SHARES OF COMMON STOCK OF
  THE CORPORATION UNLESS SUCH PERSON IS AN EXCEPTED HOLDER (IN WHICH CASE THE
  EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (II) NO PERSON MAY BENEFICIALLY
  OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK OF THE CORPORATION IN EXCESS OF
  9.8% OF THE VALUE OF THE TOTAL OUTSTANDING SHARES OF CAPITAL STOCK OF THE
  CORPORATION, UNLESS SUCH PERSON IS AN EXCEPTED HOLDER (IN WHICH CASE THE
  EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (III) NO PERSON MAY BENEFICIALLY
  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) NO PERSON MAY
  TRANSFER SHARES OF CAPITAL 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 CAPITAL STOCK WHICH CAUSES OR WILL CAUSE A
  PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK IN
  EXCESS OR IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE
  CORPORATION. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP ARE VIOLATED,
  THE SHARES OF CAPITAL STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY
  TRANSFERRED TO A TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE
  BENEFICIARIES OR, 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 CAPITAL STOCK OF THE CORPORATION ON REQUEST AND
  WITHOUT CHARGE.

  
	
   

  
	
   

  
	
  CLASS OF STOCK

  
	
   

  
	
  THE CORPORATION IS
  AUTHORIZED TO ISSUE STOCK OF MORE THAN ONE CLASS CONSISTING OF COMMON STOCK
  AND ONE OR MORE CLASSES OR SERIES OF PREFERRED STOCK.  THE BOARD OF DIRECTORS IS AUTHORIZED TO
  DETERMINE THE PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS,
  RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS,
  QUALIFICATIONS, TERMS AND CONDITIONS OF REDEMPTION OF ANY CLASS OR SERIES OF
  PREFERRED STOCK PRIOR TO THE ISSUANCE THEREOF.  THE CORPORATION WILL FURNISH, WITHOUT
  CHARGE, TO ANY STOCKHOLDER MAKING WRITTEN REQUEST THEREFORE, A FULL STATEMENT
  OR SUMMARY OF THE INFORMATION REQUIRED BY SECTION 2-211(b) OF THE MARYLAND
  GENERAL CORPORATION LAW.

  
	
   

  
	
   

  
	
  THE SIGNATURE TO THE
  ASSIGNMENT MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS
  CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
  CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST
  COMPANY OR A MEMBER FIRM OF A NATIONAL OR REGIONAL OR OTHER RECOGNIZED STOCK
  EXCHANGE IN CONFORMANCE WITH A SIGNATURE GUARANTEE MEDALLION PROGRAM.