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EXHIBIT 4.2
[Specimen of 9-3/4% Series A Cumulative Redeemable
Preferred Shares of Beneficial Interest Certificate]
9-3/4% Series A 9-3/4% Series A
Cumulative Redeemable Cumulative Redeemable
PREFERRED SHARES OF PREFERRED SHARES OF
Beneficial Interest Beneficial Interest
$.01 Par Value $.01 Par Value
Number Shares
- ------ ------
Formed Under the Laws of See Reverse for Important Notice on Transfer the
State of Maryland Restrictions and Other Information
Cusip 390752 20 2
GREAT LAKES REIT
This certifies that _______________________________ is the record holder
of ____________________________ fully paid and nonassessable 9-3/4% Series A
Cumulative Redeemable Preferred Shares of Beneficial Interest, $.01 par value
per share ("Series A Preferred Shares"), of Great Lakes REIT, a real estate
investment trust formed under the laws of the State of Maryland (the
"Company"), transferable on the books of the Company 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 Declaration
of Trust of the Company, as amended (the "Declaration of Trust"), and the
Bylaws of the Company and any amendments thereto. This Certificate is not
valid unless countersigned and registered by the Transfer Agent and Registrar.
In Witness Whereof, the Company has caused this Certificate to be
executed on its behalf by its duly authorized officers.
Dated:
Great Lakes REIT
Trust Seal
Maryland
Countersigned and Registered: /s/ Richard A. May
American Stock Transfer & Trust Company Chairman of the Board
Transfer Agent and Registrar /s/ Richard L. Rasley
Secretary
By
Authorized Signature
[Reverse of Certificate]
IMPORTANT NOTICE
THE COMPANY IS AUTHORIZED TO ISSUE SHARES OF BENEFICIAL INTEREST ("SHARES")
OF MORE THAN ONE CLASS, CONSISTING OF COMMON SHARES AND ONE OR MORE CLASSES OF
PREFERRED SHARES. THE BOARD OF TRUSTEES IS AUTHORIZED TO DETERMINE THE
PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF THE PREFERRED
SHARES BEFORE THE ISSUANCE OF SHARES OF SUCH CLASS OF PREFERRED SHARES. THE
COMPANY WILL FURNISH, WITHOUT CHARGE, TO ANY SHAREHOLDER MAKING A WRITTEN
REQUEST THEREFOR, A COPY OF THE COMPANY'S DECLARATION OF TRUST AND A WRITTEN
STATEMENT OF THE
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DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, CONVERSION OR 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 WHICH THE COMPANY HAS THE AUTHORITY TO ISSUE AND, IF THE COMPANY 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 TRUSTEES TO SET
SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. REQUESTS FOR SUCH WRITTEN
STATEMENT MAY BE DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL
OFFICE.
THE SERIES A PREFERRED SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE
PURPOSE OF THE COMPANY'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT
TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THESE RESTRICTIONS
ARE SET FORTH IN THE DECLARATION OF TRUST AND BYLAWS OF THE COMPANY, COPIES OF
WHICH WILL BE FURNISHED TO EACH SHAREHOLDER ON REQUEST AND WITHOUT CHARGE.
REQUESTS FOR SUCH COPIES MAY BE DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS
PRINCIPAL OFFICE.
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
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT - ____________ Custodian _____________
(Cust) (Minor)
under Uniform Gifts to Minors Act _________________
(State)
UNIF TRF MIN ACT - ____________ Custodian (until age ________)
(Cust)
___________________ under Uniform Transfers to Minors Act _________________
(Minor) (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 zip code, of Assignee)
Series A 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 Company, with full
power of substitution in the premises.
Dated
----------------
x
----------------------------------
(Signature)
x
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(Signature)
NOTICE: The signature(s) to this Assignment must correspond with the name(s) as
written upon the face of the Certificate in every particular, without alteration
or enlargement or any change whatsoever.
Signature(s) Guaranteed:
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By
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The Signature(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
SEC Rule 17Ad-15.