[FRONT OF CERTIFICATE]
[GRAPHIC WHICH CONTAINS: NUMBER] [GRAPHIC WHICH CONTAINS: SHARES]
[FIVE STAR LOGO]
THIS CERTIFICATE IS TRANSFERABLE SEE REVERSE FOR IMPORTANT NOTICE
IN CANTON, MA, JERSEY CITY, NJ ON TRANSFER RESTRICTIONS AND
OR NEW YORK, NY OTHER INFORMATION
CUSIP 33832D 10 6
FIVE STAR QUALITY CARE, INC.
A Corporation Formed Under the Laws of the State of Maryland
THIS CERTIFIES THAT
is the owner of
fully paid and nonassessable shares of Common Stock,
$.01 par value per share, of
FIVE STAR QUALITY CARE, INC.
(the "Corporation") transferable on the books of the Corporation by the holder
hereof in person or by its 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 of the provisions of the
charter of the Corporation (the "Charter") and the Bylaws of the Corporation
and any amendments thereto. This Certificate is not valid unless countersigned
and registered by the Transfer Agent and Registrar.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed on its behalf by its duly authorized officers.
CERTIFICATE OF STOCK
Dated:
(seal of the corporation)
Countersigned and Registered:
EQUISERVE TRUST COMPANY, N.A. /s/ Evrett W. Benton
Transfer Agent President
and Registrar
By: /s/ Bruce J. Mackey Jr.
Authorized Signature Treasurer
[The borders of the front of the Certificate contain a graphic design]
[REVERSE OF CERTIFICATE]
FIVE STAR QUALITY CARE, INC.
IMPORTANT NOTICE
The Corporation will furnish to any stockholder, on request and without
charge, a full statement of the information required by Section 2-211(b) 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
stock of each class which the Corporation has authority to issue and, if the
Corporation 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
Directors 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 Charter of the Corporation, a
copy of which will be sent without charge to each stockholder who so
requests. Such request must be made to the Secretary of the Corporation at
its principal office or to the Transfer Agent.
The shares of Capital Stock represented by this certificate are subject to
restrictions on Constructive Ownership and Transfer primarily for the purpose of
assisting Senior Housing Properties Trust, a Maryland real estate investment
trust, in maintaining its status as a real estate investment trust (a "REIT")
under the Internal Revenue Code of 1986, as amended (the "Code"). Except as
expressly provided in the Corporation's Charter, (i) no Person may
Constructively Own shares of Common Stock of the Corporation in excess of 9.8
percent (in value or number of shares, whichever is more restrictive) of the
outstanding shares of Common Stock of the Corporation unless such Person is an
Excepted Holder (in which case the Excepted Holder Limit shall be applicable) or
an Excluded Holder (in which case the Excluded Holder Limit shall be
applicable); and (ii) with respect to any class or series of shares of Capital
Stock other than Common Stock, no Person may Constructively Own more than 9.8
percent (in value or number of shares, whichever is more restrictive) of the
outstanding shares of such class or series of such Capital Stock of the
Corporation (collectively, (i) and (ii) are referred to herein as the "Ownership
Limit"), unless such Person is an Excepted Holder (in which case the Excepted
Holder Limit shall be applicable) or an Excluded Holder (in which case the
Excluded Holder Limit shall be applicable). Notwithstanding the foregoing,
commencing at the time at which the distribution by Senior Housing Properties
Trust, a Maryland real estate investment trust, of the Capital Stock of the
Corporation (the "Distribution") is effective, no Excluded Holder shall
Constructively Own shares of Capital Stock in excess of the Excluded Holder
Limit for such Excluded Holder. An "Excepted Holder" means a stockholder of the
Corporation for whom an Excepted Holder Limit is created by the Board of
Directors. An "Excluded Holder" means any Person who acquires Constructive
Ownership of shares of Common Stock solely by reason of the Transfer of Common
Stock in the Distribution and who, immediately following the Distribution,
Constructively Owns shares of Common Stock in excess of the Ownership Limit
solely by reason of the Transfer of Common Stock in the Distribution. The
"Excluded Holder Limit" means, with respect to any Excluded Holder, the shares
of Capital Stock that such Excluded Holder was considered to Constructively Own
immediately following the Distribution solely by reason of the Distribution
(taking into account only such shares of Capital Stock and no other shares as to
which such Person may thereafter become, for any reason, the Constructive
Owner), provided, however, that (i) if the amount of shares of Capital Stock
such Excluded Holder is considered to Constructively Own decreases by
disposition or otherwise, but remains higher than the Ownership Limit, then such
decreased amount shall become the Excluded Holder Limit, and (ii) if at any time
the Excluded Holder Limit for any Excluded Holder would be less than the
Ownership Limit, such Excluded Holder shall cease to be an Excluded Holder and
the Ownership Limit shall thereafter apply to such Person. Any Person who
Constructively Owns or attempts to Constructively Own shares of Capital Stock
which cause or will cause a Person to Constructively Own shares of Capital Stock
in excess or in violation of the above limitations must immediately notify the
Corporation. If any of the restrictions on Transfer are violated, the shares of
Capital Stock represented hereby will be automatically transferred to a
Charitable Trustee of a Charitable Trust for the benefit (except as otherwise
provided in the Charter of the Corporation) 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. A Person who attempts to Constructively Own shares of Capital Stock in
violation of the Transfer restrictions described above shall have no claim,
cause of action or any recourse whatsoever against a transferor of such shares
of Capital Stock. All capitalized terms in this legend have the meanings defined
in the Corporation's Charter, as the same may be amended from time to time, a
copy of which, including the restrictions on Transfer, will be furnished to each
holder of shares of Capital Stock of the Corporation on request and without
charge.
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KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN
OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A
CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
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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_________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors Act of
survivorship and not as tenants
in common ____________________________________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED,________________________ HEREBY SELLS, ASSIGNS AND
TRANSFERS UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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- ----------------------------------------
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- -------------------------------------------------------------------------------
(Please Print or Typewrite Name and Address, including Zip Code, of Assignee)
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- ----------------------------------------------------------(------------) shares
of Common Stock of the Corporation represented by this Certificate and do
hereby irrevocably constitute and appoint
- ---------------------------------------------------------------------- attorney
to transfer the said shares of Common Stock on the books of the Corporation,
with full power of substitution in the premises.
Dated
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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.
SIGNATURE(S) GUARANTEED
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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.