EXHIBIT 1.3
NUMBER INCORPORATED UNDER THE LAWS SHARES
OF THE STATE OF MARYLAND
CUSIP 22002T 30 6
CORPORATE OFFICE PROPERTIES TRUST
SERIES E CUMULATIVE REDEEMABLE PREFERRED SHARES OF BENEFICIAL INTEREST,
LIQUIDATION PREFERENCE $25.00 PER SHARE
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NONASSESSABLE SHARES OF THE CAPITAL STOCK OF THE ABOVE
CORPORATION, transferable only on the books of the Corporation by the holder
hereof in person or by duly authorized Attorney upon surrender of this
Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its corporate seal to be hereunto
affixed this __________ day of _____________ A.D. 20__.
TREASURER/SECRETARY PRESIDENT
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[REVERSE OF CERTIFICATE]
EXPLANATION OF ABBREVIATIONS
The following abbreviations, when used in the inscription of ownership on
the face of this certificate, shall be construed as if they were written out in
full according to applicable laws or regulations. Abbreviations, in addition to
those appearing below, may be used.
JT TEN As joint tenants with TEN ENT As tenants by the entireties
right of survivorship UNIF GIFT Uniform Gifts to Minors Act
and not as tenants in MIN ACT
common
TEN COM As tenants in common CUST Custodian for
For Value Received,_____________________ hereby sell, assign and transfer unto
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(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)
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____________________ 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
Corporation, with full power of substitution in the premises.
Dated:
_______________________, 20__
In presence of
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CERTIFICATE
FOR
-----------
SHARES OF
ISSUED TO
-----------
DATED
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IMPORTANT NOTICE
The Trust will furnish to any shareholder, on request and without charge, a
full statement of the information required by Section 8-203(d) of the
Corporations and Associations Article of the Annotated Code of Maryland with
respect to the designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends and other
distributions, qualifications, and terms and conditions of redemption of the
shares of each class of beneficial interest which the Trust has authority to
issue and, if the Trust is authorized to issue any preferred or special class in
series, (i) the differences in the relative rights and preferences between the
shares of each series to the extent set, and (ii) the authority of the Board of
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Trustees to set such rights and preferences of subsequent series. The foregoing
summary does not purport to be complete and is subject to and qualified in its
entirety by reference to the Declaration of Trust of the Trust, a copy of which
will be sent without charge to each shareholder who so requests. Such request
must be made to the Secretary of the Trust at its principal office or to the
Transfer Agent.
The shares represented by this Certificate are subject to restrictions on
Beneficial Ownership, Constructive Ownership and Transfer for the purpose of the
Trust's maintenance of its status as a real estate investment trust (a "REIT")
under the Internal Revenue Code of 1986, as amended (the "Code"). Subject to
certain further restrictions and except as expressly provided in the Declaration
of Trust of the Trust, (i) no Person may Beneficially Own or Constructively Own
Common Shares of the Trust in excess of 9.8 percent (in value or number of
shares) of the outstanding Common Shares of the Trust unless such Person is an
Excepted Holder or a Permitted Holder (in which case the Excepted Holder Limit
shall be applicable); (ii) no Person may Beneficially Own or Constructively Own
Equity Shares of the Trust in excess of 9.8 percent of the value of the total
outstanding Equity Shares of the Trust, unless such Person is an Excepted Holder
or a Permitted Holder (in which case the Excepted Holder Limit shall be
applicable); (iii) no Person may Beneficially Own or Constructively Own Equity
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; and (iv)
no Person may Transfer Equity Shares if such Transfer would result in Equity
Shares of the Trust being owned by fewer than 100 Persons. Any Person who
Beneficially Owns or Constructively Owns or attempts to Beneficially Own or
Constructively Own Equity Shares which cause or will cause a Person to
Beneficially Own or Constructively Own Equity 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 Equity Shares
represented hereby will be automatically transferred to a 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 initio. All
capitalized terms in this legend have the meanings defined in the Declaration of
Trust of the Trust, 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 Equity Shares of the Trust on request and without charge. Such
request must be made to the Secretary of the Trust at its principal office or to
the Transfer Agent.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF LOST, STOLEN
OR DESTROYED, THE TRUST WILL REQUIRE A BOND OF INDEMNITY AS A
CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
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