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EXHIBIT 99.3
COMMON STOCK COMMON STOCK
THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, N.Y. OR CRANFORD, N.J.
SHARES
SEE REVERSE FOR CERTAIN DEFINITIONS AND FOR IMPORTANT NOTICE ON TRANSFER
RESTRICTIONS AND OTHER INFORMATION
CUSIP 374297 10 9
GETTY REALTY CORP.
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
GETTY REALTY CORP. (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.
Dated
/s/ Randi Young Filip
Secretary
/s/ Leo Liebowitz
President
GETTY REALTY CORP.
CORPORATE
SEAL
MARYLAND
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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 (the "Charter") 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 represented by this certificate are subject to restrictions on
Beneficial and Constructive Ownership and Transfer for the purpose of the
Corporation'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 Corporation's
Charter, (i) no Person (other than a Conversion Holder with respect to such
holder's conversion rights) may Beneficially Acquire shares of the Corporation's
Common Stock in excess of 5.0% of the number or value, whichever is more
restrictive, of the outstanding shares of Common Stock of the Corporation or
Constructively Acquire shares of the Corporation's Common Stock in excess of
9.9% of the number or value, whichever is more restrictive, of the outstanding
shares of Common Stock of the Corporation; (ii) no Person may Beneficially Own
shares of Capital Stock of the Corporation which has an aggregate value in
excess of 5.0% of the value of the total outstanding shares of Capital Stock of
the Corporation or Constructively Own shares of Capital Stock of the Corporation
which have an aggregate value in excess of 9.9% of the value of the total
outstanding shares of Capital Stock of the Corporation; (iii) no Person may
Beneficially or Constructively Own Common Stock that would result in the
Corporation being "closely held" under Section 856(h) of the Code or otherwise
cause the Corporation to fail to qualify as a REIT; and (iv) no Person may
Transfer or Acquire shares of Common Stock if such Transfer or Acquisition would
result in the Corporation being owned by fewer than 100 Persons. Any Person who
Beneficially or Constructively Owns or attempts to Beneficially or
Constructively Own shares of Common Stock which causes or will cause a Person to
Beneficially or Constructively Own shares of Common Stock in excess of the above
limitations must immediately notify the Corporation. If any of the restrictions
on transfer or ownership are violated, the shares of Common Stock represented
hereby will be automatically transferred to a Trustee of a Trust for the benefit
of one or more Charitable Beneficiaries. In addition, the Corporation may redeem
shares upon the terms and conditions specified by the Board of Directors in its
sole discretion if the Board of Directors determines that ownership or a
Transfer or other event may violate the restrictions described above.
Furthermore, 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 charter of the
Corporation, 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 Common Stock 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
the Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
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TEN COM -- as tenants in common UNIF GIFT MIN ACT ________________ Custodian ____________
TEN ENT -- as tenants by the entireties (Custodian) (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
_____________________________________________
_____________________________________________
_________________________________________________________________________________________________________
(Please Print or Typewrite Name and Address, including Zip Code, of Assignee)
____________________________________________________(_____________________) 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_____________________________________
_______________________________________________
NOTICE: This Signature To This Assignment Must
Correspond With The Name As Written Upon the Face
Of The Certificate in Every Particular, Without
Alteration Or Enlargement Of Any
Change Whatever.
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