Exhibit 4.1


 


	
  Number

  	
   

  	
  Shares

  
	
  US

  	
   

  	
   

  



 


[GRAPHIC OMITTED –REPUBLIC PROPERTY TRUST LOGO]


 


REPUBLIC PROPERTY TRUST


A Real Estate Investment Trust organized under the
laws of the State of Maryland


 


	
  COMMON SHARES

  	
   

  	
  IP 760737 10 6

  	
   

  



 


	
  THIS
  CERTIFICATE IS TRANSFERABLE

  IN THE CITIES OF CHICAGO, IL OR

  NEW YORK, NY

  	
   

  	
  SEE REVERSE FOR CERTAIN

  DEFINITIONS AND LEGENDS

  



 


THIS
CERTIFIES THAT


 


IS THE
OWNER OF


 


FULLY-PAID AND NONASSESSABLE COMMON SHARES, $.01 PAR
VALUE, OF


 


REPUBLIC PROPERTY TRUST


 


transferable
on the books of the Trust by the holder hereof in person or by duly authorized
attorney, upon surrender of this Certificate properly endorsed.  This Certificate and the shares represented
hereby are issued and shall be subject to all the provisions of the Declaration
of Trust, as amended, and the Bylaws of the Trust (copies of which are on file
at the office of the Transfer Agent), to all of which the holder of this
Certificate by acceptance hereof assents. 
This Certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar.


 


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


 


	
  Dated
  

  	
   

  	
   

  



 


	
   

  	
   

  	
  [seal]

  	
   

  
	
  Mark R. Keller

  	
   

  	
   

  	
  Frank M. Pieruccini

  
	
  CHIEF EXECUTIVE OFFICER

  	
   

  	
   

  	
  TREASURER

  



 


	
   

  	
  COUNTERSIGNED
  AND REGISTERED:

  
	
   

  	
  LASALLE BANK NATIONAL ASSOCIATION

  
	
   

  	
  (CHICAGO, ILLINOIS)

  



 


	
   

  	
  BY

  	
  TRANSFER AGENT

  
	
   

  	
  AND REGISTRAR

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED OFFICER

  



 





















 


[FORM OF REVERSE OF CERTIFICATE]


 


REPUBLIC PROPERTY 
TRUST


 


The Trust will furnish to any Shareholder on request
and without charge a full statement of the designations and any preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends or distributions, qualifications, and terms and conditions of
redemption of the shares of each class which the Trust is authorized to issue,
of the differences in the relative rights and preferences between the shares of
each series of a preferred or special class which the Trust is authorized to
issue in series, to the extent they have been set, and of the authority of the
Board of Trustees to set the relative rights and preferences of subsequent
series of a preferred or special class of shares.  Such request may be made to the secretary of
the Trust or to its transfer agent.


 


The shares represented by this certificate are subject
to restrictions on Beneficial Ownership, Constructive Ownership and Transfer
for the purpose of the Trust’s maintenance of its status as a real estate
investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended
(the “Code”).  Subject to certain further
restrictions and except as expressly provided in the Trust’s Declaration of
Trust, (i) no Person may Beneficially Own or Constructively Own Shares of
a class or series of the Trust in excess of 9.8 percent (in value or number of
shares, whichever is more restrictive) of the issued and outstanding Shares of
such class or series; (ii) no Person may Beneficially Own or
Constructively Own Shares that would (A) result in the Trust being “closely
held” within the meaning of Section 856(h) of the Internal Revenue
Code of 1986 (without regard to whether the ownership interest is held during
the last half of a taxable year), or (B) cause the Trust to fail to
qualify as a REIT under the Code; and (iii) no Person may Transfer Shares
if such Transfer would result in Shares of the Trust  being beneficially owned by fewer than 100
Persons (determined without reference to the rules of attribution under Section 544
of the Code).  Any Person who
Beneficially Owns or Constructively Owns or attempts to Beneficially Own or
Constructively Own Shares which cause or will cause a Person to Beneficially
Own or Constructively Own Shares in excess or in violation of the limitations
set forth in the Trust’s Declaration of Trust must immediately notify the
Trust.  If certain of the restrictions on
transfer or ownership are violated, the Shares represented hereby will be
automatically transferred to a Charitable Trustee of a Charitable 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.  A Person who attempts to Beneficially Own or
Constructively Own Shares in violation of the ownership limitations described
above shall have no claim, cause of action, or any recourse whatsoever against
a transferor of such Shares.  All
capitalized terms in this legend have the meanings defined in the Trust’s
Declaration of Trust, 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 Trust on request and without charge.


 


KEEP THIS
CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE
TRUST WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A
REPLACEMENT CERTIFICATE.


 


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


JT TEN = as joint tenants
with right of survivorship and not as tenants in common


 


	
  UNIF GIFT MIN
  ACT –

  	
   

  	
  Custodian

  	
   

  	
   

  
	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  	
   

  
	
   

  	
   

  	
  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 POSTAL ZIP CODE OF ASSIGNEE)


 


	
   

  	
  Shares represented by
  the within Certificate,

  



 


	
  and do hereby
  irrevocably constitute and appoint 

  	
   

  	
   

  
	
  Attorney to transfer
  the said Shares on the books of the within-named Trust with full power of
  substitution in the premises.

  



 


	
  Dated 

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    Signature

  
	
   

  	
  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


 


	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

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