Exhibit 4.1


 


	
  

  	
  NUMBER GKK
  0079COMMON STOCK SHARES SPECIMEN INCORPORATED UNDER THE LAWS OF THE STATE OF
  MARYLAND CUSIP 384871 10 9 SEE REVERSE FOR CERTAIN DEFINITIONS GRAMERCY
  CAPITAL CORP. THIS CERTIFIES THAT SPECIMEN IS THE OWNER OF Fully Paid and
  Non-Assessable Shares of the Common Stock, $0.001 Par Value, of Gramercy
  Capital Corp. transferable only on the books of the Corporation in person or
  by duly authorized attorney, upon surrender of this certificate properly
  endorsed.  This certificate is not
  valid until countersigned and registered by the Transfer Agent and
  Registrar.  Witness the facsimile seal
  of the Corporation and the facsimile signatures of its duly authorized
  officers. Dated: COUNTERSIGNED AND REGISTERED SPECIMEN THE BANK OF NEW YORK
  TRANSFER AGENT AND REGISTRAR AUTHORIZED SIGNATURE PRESIDENT SECRETARY

   

  



 













 


	
  

  	
  The
  Corporation will furnish to any stockholder 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,
  qualifications, and terms and conditions of redemption of the stock of each
  class which the Corporation 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 in series which the Corporation is authorized to
  issue, to the extent they have been set, and of the authority of the Board of
  Directors to set the relative rights and preferences of subsequent series of
  a preferred or special class of stock. 
  Such request may be made to the secretary of the Corporation or to its
  transfer agent.

   

  The
  securities 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").  Except as otherwise
  provided in the Charter of the Corporation, (1) no Person may Beneficially
  Own or Constructively Own shares of Equity Stock in excess of 9.8% (in value
  or number) of the outstanding Capital Stock of the Corporation; or (2) there
  shall be no Transfer or other event that would cause a violation of the
  Ownership Limit, that would result in Equity Stock of the Corporation being
  Beneficially Owned by fewer than 100 persons or that would result in the
  Corporation's being "closely held" under section 856(h) of the
  Code.  Any Person who violates or
  attempts to Beneficially Own or Constructively Own shares of Equity Stock in
  excess of the above limitations must immediately notify the Corporation in
  writing.  If the restrictions on
  transfer or ownership are violated, the shares of Equity Stock represented
  hereby will be automatically converted into shares of Excess Stock which will
  be held in trust for the benefit of one or more Charitable Beneficiaries as
  provided in the Charter.  In addition,
  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.

   

  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 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 — (Cust) Custodian (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 ZIP CODE OR ASSIGNEE) shares
  of the capital 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 OF ANY CHANGE WHATEVER.