Exhibit 4.2


 


	
  

  	
  GKKA SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK INCORPORATED
  UNDER THE LAWS OF THE STATE OF MARYLAND CUSIP 384871 30 7 SEE REVERSE FOR
  CERTAIN DEFINITIONS Fully Paid and Non-Assessable Shares of the Series A
  Cumulative Redeemable Preferred 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 THIS
  CERTIFIES THAT IS THE OWNER OF COUNTERSIGNED AND REGISTERED: THE BANK OF NEW
  YORK TRANSFER AGENT AND REGISTRAR BY: AUTHORIZED SIGNATURE PRESIDENT
  SECRETARY AMERICAN BANK NOTE COMPANY 711 ARMSTRONG LANE COLUMBIA, TENNESSEE
  38401 (931) 388-3003 SALES: RICHARD JOHNS 516-731-2885 7 / LIVE JOBS / G /
  GRAMERCY 26749 FC PRODUCTION COORDINATOR: MIKE PETERS 931-490-1714 PROOF OF:
  APRIL 13, 2007 GRAMERCY CAPITAL CORP. TSB 26749 FC OPERATOR: AP NEW COLORS
  SELECTED FOR PRINTING: Logo is in EPS format; Prints in Green PMS 3435.
  Intaglio prints in SC-3 dark green and black. COLOR: This proof was printed
  from a digital file or artwork on a graphics quality, color laser printer. It
  is a good representation of the color as it will appear on the final product.
  However, it is not an exact color rendition, and the final printed product
  may appear slightly different from the proof due to the difference between
  the dyes and printing ink. PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS
  PROOF: OK AS IS OK WITH CHANGES MAKE CHANGES AND SEND ANOTHER PROOF

  



 












 


	
  

  	
  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. NOTICE: PLEASE
  INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES
  MAKE CHANGES AND SEND ANOTHER PROOF AMERICAN BANK NOTE COMPANY 711 ARMSTRONG
  LANE COLUMBIA, TENNESSEE 38401 (931) 388-3003 SALES: RICHARD JOHNS
  516-731-2885 7 / LIVE JOBS / G / GRAMERCY 26749 BK PRODUCTION COORDINATOR:
  MIKE PETERS 931-490-1714 PROOF OF: APRIL 13, 2007 GRAMERCY CAPITAL CORP. TSB
  26749 BK OPERATOR: AP NEW