Koger Equity, Inc. Common Stock Certificate and Rights Agreement Notice

Summary

This document certifies ownership of common stock in Koger Equity, Inc., a Florida corporation. The certificate is transferable and subject to the company's Articles of Incorporation, which restrict transfers that could affect its status as a real estate investment trust or result in any Florida person owning more than 9.8% of the stock. The certificate also entitles the holder to certain rights under a Common Stock Rights Agreement with Wachovia Bank and Trust Company, N.A., as Rights Agent, with specific conditions under which these rights may become void or be evidenced by separate certificates.

EX-4.(A) 3 g71036ex4-a.txt COMMON STOCK CERTIFICATE 1 EXHIBIT 4(a) 6 5 8 9 0 COMMON STOCK COMMON STOCK PAR VALUE $0.01 PAR VALUE $0.01 NUMBER SHARES KEN [LOGO] [PHOTO] THIS CERTIFICATE IS TRANSFERABLE CUSIP 500228 10 1 IN NEW YORK, NY OR MINNEAPOLIS, MN SEE REVERSE FOR CERTAIN DEFINITIONS KOGER EQUITY, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA This is to certify that is the owner of KOGER EQUITY, INC. REFERENCE IS SPECIFICALLY MADE TO THE PROVISIONS OF ARTICLES OF INCORPORATION, WHICH SET FORTH CERTAIN CORPORATE INSTRUCTIONS ON THE TRANSFER AND/OR OWNERSHIP OF SHARES OF COMMON STOCK OF THE COMPANY IF THE PROPOSED SEAL TRANSFER MAY JEOPARDIZE THE QUALIFICATION OF OR MAY CAUSE THE DISQUALIFICATION OF THE COMPANY AS A REAL 1988 ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AMENDED, OR WHICH WOULD RESULT IN ANY FLORIDA "PERSON" (AS DEFINED) ACQUIRING THE OWNERSHIP, DIRECTLY OR INDIRECTLY, OF MORE THAN 9.8% OF THE OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY. FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF THE PAR VALUE OF ONE CENT ($0.01) EACH OF Koger Equity, Inc. transferable on the books of the Company 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 held subject to all the provisions of the Articles of Incorporation, as amended from time to time (copies of which are on file with the Company) which Articles of Incorporation are incorporated herein by reference as though fully set forth, to all of which the holder by acceptance hereof assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. Witness the seal of the Company and the signatures of its duly authorized officers. Dated COUNTERSIGNED AND REGISTERED: WELLS FARGO BANK MINNESOTA, N.A. /s/ /s/ TRANSFER AGENT Chief Executive Officer Chairman of the Board of Directors AND REGISTRAR. BY American Bank Note Company AUTHORIZED OFFICER Treasurer

2 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 GIGT MIN ACT- _____________________ Custodian _________________ TEN ENT -as tenants by the entireties (Cust) (Minor) JT TEN -as joint tenants with the right of survivorship and not as under Uniform Gifts to Minors Act tenants in common _________________________________________________ (State) UNIF TRANSFERS MIN ACT-_____________________ Custodian __________________ (Cust) (Minor) under Uniform Transfers 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 of the Common 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 Company with full power of substitution in the premises. Dated, __________________________________________________ ------------------------------------------------------------------------------------------ SIGNATURE: NOTICE OF 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: THE SIGNATURES(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-17 This certificate also evidences and entitles the holder to Rights as set forth in a Common Stock Rights Agreement between the issuer and Wachovia Bank and Trust Company, N.A., as Rights Agent (the "Rights Agent"), dated as of September 30, 1990, as amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal offices of both the issuer and the Rights Agent. The Rights Agent will mail to the registered holder of this certificate a copy of the Rights Agreement without charge upon written request. Under certain circumstances set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by any Person who is, was or becomes, or acquires shares from, an Acquiring Person or any Affiliate of an Acquiring Person (as each such term is defined in the Rights Agreement and generally relating to the ownership or purchase of large shareholdings), whether currently held by or on behalf of such Person or Affiliate or by certain subsequent holders, may become null and void. In accordance with the terms of the Common Stock Rights Agreement, Wells Fargo Bank Minnesota, N.A. (formerly known as Norwest Bank Minnesota, N.A.) was appointed Successor Rights Agent, effective November 23, 1999. Effective August 17, 2000, the expiration date of the Rights, which was September 30, 2000, was extended through September 30, 2010.