Keystone Property Trust 7.375% Series E Cumulative Redeemable Preferred Stock Certificate
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Summary
This document is a stock certificate issued by Keystone Property Trust, a Maryland real estate investment trust, representing ownership of 7.375% Series E Cumulative Redeemable Preferred Stock. The certificate outlines ownership rights, transfer procedures, and important restrictions to maintain the trust’s REIT status, including limits on how much stock any one person or entity can own. It also describes what happens if these limits are exceeded, such as automatic transfer to a charitable trust. The certificate must be properly endorsed and registered to be valid.
EX-4.2 5 w95182exv4w2.txt FORM OF STOCK CERTIFICATE... . . . KEYSTONE PROPERTY TRUST NUMBER SHARES KPE
THIS CERTIFIES THAT is the owner of FULLY-PAID AND NONASSESSABLE 7.375% SERIES E CUMULATIVE REDEEMABLE PREFERRED STOCK, $.001 PAR VALUE, OF KEYSTONE 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 held subject to all the provisions of the Declaration of Trust, as amended or supplemented, and the By-laws of the Trust, as amended (copies of which are at the office of the Transfer Agent), to all of which the holder of this Certificate by acceptance thereof assents. This Certificate is not valid unless signed 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: [KEYSTONE PROPERTY TRUST SEAL 1999 MARYLAND] /s/ Saul A. Behar /s/ Jeffrey E. Kelter Secretary President and Chief Executive Officer 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 difference in the relative rights and preferences between the shares of each series of a preferred or special class in series which the Trust is authorized to issue, 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 securities represented by this certificate are subject to restrictions on Beneficial and Constructive Ownership and Transfer for the purpose of the Trust's maintenance of its status as a Real Estate Investment Trust 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 or Constructively Own Common Shares of the Trust in excess of 9.8% (in value or number of shares) of the outstanding Common Shares of the Trust unless such Person is an Excepted Holder (in which case the Excepted Holder Ownership Limit shall be applicable); (ii) no Person may Beneficially or Constructively Own Shares of the Trust in excess of 9.9% (in value or number of shares) of the outstanding Shares of any class or series of Preferred Stock of the Trust, unless such Person is an Excepted Holder (in which case the Excepted Holder Ownership Limit shall be applicable); (iii) no Person may Beneficially or Constructively Own Shares that would result in the Trust being "closely held" under Section 856(h) of the Code or otherwise cause the Trust to fail to qualify as a REIT; (iv) no Person may Transfer Shares if such transfer would result in the Shares of the Trust being owned by fewer than 100 Persons; (v) no Person may transfer Shares if such Transfer would result in the Shares of the Trust being owned by a Disqualified Person; and (vi) no plans and certain other Persons described in or subject to the Plan Asset Regulations may own more that 24.9% of the value of any class of Shares of the Trust. Any Person who Beneficially or Constructively Owns or attempts to Beneficially or Constructively Own Shares which causes or will cause a Person to Beneficially or Constructively Own Shares in excess or in violation of the above limitations must immediately notify the Trust. If any of the restrictions on transfer or ownership are violated, the Shares represented hereby may 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 truitio. All capitalized terms in this legend have the meanings defined in the Declaration of Trust, as the same may be amended or supplemented 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, 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:
Additional abbreviations may also be used though not in the above list. For value received, ___________________________ hereby sell, assign and transfer unto [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.] PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE /_____________________________________/_________________________________________ ________________________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE ________________________________________________________________________________ ________________________________________________________________________________ _______________________________________________________________ Preferred 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 Signature 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-18.
