LA QUINTA CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ OR NEW YORK, NY
NUMBER SHARES
COMMON STOCK SEE REVERSE FOR CERTIFICATE OF
LA QUINTA PROPERTIES. INC.
AND FOR CERTAIN DEFINITIONS
CUSIP 50419U 20 2
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE
OF $.01 PER SHARE OF
LA QUINTA CORPORATION
The shares are subject to restrictions on transfer described on the reverse
hereof and are transferable on the books of the Corporation by the holder hereof
in person or by duly authorized attorney only in accordance with said
restrictions, upon surrender of this Certificate properly endorsed or assigned.
Transfers of fractions of whole shares of the Corporation shall not be made,
except as may otherwise be provided in the By-Laws of the Corporation. This
Certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar.
Witness the facsimile Seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Dated /s/ David L. Rea /s/ Francis W. Cash
----------------- --------------------
TREASURER PRESIDENT AND CHIEF EXECUTIVE OFFICER
THESE SHARES ARE SUBJECT TO CERTAIN CONDITIONS AS DESCRIBED
ON THE REVERSE HEREOF
(LA QUINTA CORPORATION SEAL)
COUNTERSIGNED AND REGISTERED
BY EQUISERVE TRUST COMPANY, N.A.
TRANSFER AGENT AND REGISTRAR
-----------------------------------
AUTHORIZED SIGNATURE
COUNTERSIGNED AND REGISTERED AS TO BOTH THE STOCK OF LA QUINTA CORPORATION
AND THE STOCK OF LA QUINTA PROPERTIES, INC. REPRESENTED HEREBY
- -------------------------------------------------------------------------------
LA QUINTA PROPERTIES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CLASS B COMMON SHARES
THIS CERTIFIES THAT the person or persons designated on the reverse
hereof is the owner of a number of fully paid and non-assessable Class B
Common Shares of the par value of $.01 each of La Quinta Properties, Inc.
equal to the number of shares shown on the reverse hereof. THE SHARES ARE
SUBJECT TO RESTRICTIONS ON TRANSFER DESCRIBED BELOW AND ARE TRANSFERABLE ON
THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY DULY
AUTHORIZED ATTORNEY ONLY IN ACCORDANCE WITH SAID RESTRICTIONS, UPON SURRENDER
OF THIS CERTIFICATE PROPERLY ENDORSED OR ASSIGNED. TRANSFERS OF FRACTIONS OF
WHOLE SHARES OF THE CORPORATION SHALL NOT BE MADE, EXCEPT AS MAY OTHERWISE BE
PROVIDED IN THE BY-LAWS OF THE CORPORATION. This Certificate is not valid
until countersigned by the Transfer Agent and registered by the Registrar on
the reverse hereof.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
(LA QUINTA PROPERTIES, INC. SEAL)
Dated as of the date on the reverse side hereof.
/s/ David L. Rea /s/ Francis W. Cash
- --------------------- --------------------------
Treasurer President and Chief Executive Officer
- -------------------------------------------------------------------------------
THE SHARES OF LA QUINTA PROPERTIES, INC. AND LA QUINTA CORPORATION
REPRESENTED BY THIS COMBINED CERTIFICATE ARE SUBJECT TO RESTRICTIONS IN THE
RESPECTIVE CERTIFICATES OF INCORPORATION OF EACH COMPANY WHICH PROHIBIT (a) ANY
PERSON (OTHER THAN A LOOK-THROUGH ENTITY) (AS SUCH TERMS ARE DEFINED IN THE
RESPECTIVE CERTIFICATES OF INCORPORATION OF EACH COMPANY) FROM BENEFICIALLY
OWNING OR CONSTRUCTIVELY OWNING (AS THESE TERMS ARE DEFINED IN THE RESPECTIVE
CERTIFICATES OF INCORPORATION OF EACH COMPANY) IN EXCESS OF 9.9% OF THE NUMBER
OF OUTSTANDING SHARES OF ANY CLASS OR SERIES OF EQUITY STOCK (AS THAT TERM IS
DEFINED IN THE RESPECTIVE CERTIFICATES OF INCORPORATION OF EACH COMPANY), (b)
ANY LOOK-THROUGH ENTITY FROM BENEFICIALLY OWNING OR CONSTRUCTIVELY OWNING IN
EXCESS OF 9.9% OF THE NUMBER OF OUTSTANDING SHARES OF ANY CLASS OR SERIES OF
EQUITY STOCK, (c) ANY PERSON FROM ACQUIRING OR MAINTAINING ANY OWNERSHIP
INTEREST IN THE STOCK OF EITHER COMPANY THAT IS INCONSISTENT WITH (i) THE
REQUIREMENTS OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, PERTAINING TO
REAL ESTATE INVESTMENT TRUSTS OR (ii) ARTICLE THIRTEENTH OF THE RESPECTIVE
CERTIFICATES OF INCORPORATION OF EACH COMPANY AND (d) ANY TRANSFER OF SHARES OF
ANY CLASS OR SERIES OF EQUITY STOCK OF EITHER COMPANY THAT ARE PAIRED PURSUANT
TO ARTICLE FOURTEENTH OF THE RESPECTIVE CERTIFICATES OF INCORPORATION OF EACH
COMPANY, EXCEPT IN COMBINATION WITH AN EQUAL NUMBER OF SHARES OF THE OTHER
COMPANY IN ACCORDANCE WITH THE RESPECTIVE CERTIFICATES OF INCORPORATION OF EACH
COMPANY, COPIES OF WHICH ARE ON FILE WITH THE TRANSFER AGENT NAMED ON THE FACE
HEREOF, AND THE HOLDER OF THIS CERTIFICATE BY HIS ACCEPTANCE HEREOF CONSENTS TO
BE BOUND BY SUCH RESTRICTIONS.
LA QUINTA PROPERTIES, INC. AND LA QUINTA CORPORATION WILL FURNISH
WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A COPY OF THE RELEVANT
PROVISIONS OF THE RESPECTIVE CERTIFICATES OF INCORPORATION OF EACH COMPANY AND A
COPY OF THE PROVISIONS SETTING FORTH THE DESIGNATIONS, PREFERENCES, PRIVILEGES
AND RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF THAT EACH COMPANY IS
AUTHORIZED TO ISSUE AND THE QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST MAY BE ADDRESSED TO THE SECRETARY OF
EITHER COMPANY OR TO THE TRANSFER AGENT NAMED ON THE FACE HEREOF.
-------------------------------
ABBREVIATIONS
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 GIFT MIN ACT- ____Custodian ____ UNIF TRF MIN ACT- ____Custodian (until age ____)
TEN ENT - as tenants by the
entireties
JT TEN - as joint tenants under Uniform Gifts _________under Uniform Transfers
with right of survivorship to Minors
and not as tenants in
common Act ______________ to Minors Act ______
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 ZIP CODE, OF ASSIGNEE)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- ----------------------------------------------------------------- common shares
of La Quinta Corporation and a like number of Class B common shares of La Quinta
Properties, Inc. represented by the within certificates, and do hereby
irrevocably constitute and appoint
- ---------------------------------------------------------------------- Attorney
to transfer the said stock on the books of the within named companies
with full power of substitution in the premises.
Dated
---------------------------------------------------
Signature(s) of Stockholders(s)
-------------------------------------------
-------------------------------------------
Signature(s) Guaranteed: The signature(s) must 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-15.
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAMES(S) AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER