SET FORTH CERTAIN RESTRICTIONS ON THE TRANSFER AND
OWNERSHIP OF THE SHARES REPRESENTED HEREBY FOR THE PURPOSE OF ASSISTING THE
CORPORATION IN MAINTAINING ITS STATUS AS A REAL ESTATE INVESTMENT TRUST
("REIT"). THE CORPORATION MAY REFUSE TO TRANSFER ANY SHARES IF SUCH TRANSFER
WOULD OR MIGHT DISQUALIFY THE CORPORATION AS A REIT. FURTHER, THE CHARTER
PROVIDES THAT NO PERSON MAY ACQUIRE MORE THAN 9.8% OF THE OUTSTANDING SHARES OF
THE CORPORATION'S COMMON STOCK OR SHARES OF ANY CLASS OF THE CORPORATION'S
CAPITAL STOCK WITH AN AGGREGATE MARKET VALUE EXCEEDING 9.8% OF THE AGGREGATE
MARKET VALUE OF ALL OUTSTANDING SHARES OF ALL CLASSES OF THE CORPORATION'S
CAPITAL STOCK. A COPY OF THE CHARTER AND ARTICLES SUPPLEMENTARY, INCLUDING THE
RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF
CAPITAL STOCK OF THE CORPORATION 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 the 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
under the
(Cust)
(Minor)
Uniform Gifts to Minors Act
(State) UNIF TRF MIN ACT
-
Custodian (until age
)
(Cust)
(Minor)
A-5
Under the Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not in the above list.
THE SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK, $[
] PAR VALUE PER SHARE
(THE "SERIES A PREFERRED STOCK"), HAVE THE POWERS, DESIGNATIONS, PREFERENCES,
AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS AS PROVIDED IN THE
ARTICLES SUPPLEMENTARY RELATING TO THE SERIES A PREFERRED STOCK (THE "ARTICLES
SUPPLEMENTARY"), IN ADDITION TO THOSE SET FORTH IN THE CHARTER AND BYLAWS OF THE
CORPORATION.
EACH HOLDER SHALL HAVE THE RIGHT, AT SUCH HOLDER'S OPTION, AT ANY TIME, TO
CONVERT ALL OR ANY PORTION OF SUCH HOLDER'S SERIES A PREFERRED STOCK INTO SHARES
OF COMMON STOCK, $[
] PAR VALUE PER SHARE, OF THE CORPORATION ("COMMON
STOCK"), AS PROVIDED IN THE ARTICLES SUPPLEMENTARY. THE PRECEDING DESCRIPTION IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE ARTICLES SUPPLEMENTARY, AND THE
CHARTER AND BYLAWS OF THE CORPORATION.
For value received,
hereby sell(s), assign(s) and
transfer(s) unto
[INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
[ [INSERT NAME AND
ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE]
shares
represented by the within Certificate, and does hereby irrevocably constitute
and appoint attorney to transfer the said shares on the books of the
within-named Corporation with full power of substitution in the premises.
Dated:
, 20
Signature:
Signature:
A-6
Notice: 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: Medallion