1
EXHIBIT 3.4
COMMON STOCK COMMON STOCK
NUMBER SHARES
GRC
[GETTY LOGO]
[GETTY LOGO] SEE REVERSE FOR
CERTAIN
DEFINITIONS
GETTY REALTY CORP.
a Corporation Formed Under the Laws of the State of Maryland
THIS CERTIFIES THAT SPECIMEN CUSIP 374297 10 9
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/ Leo Liebowitz Countersigned and Registered:
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President Transfer Agent
[SEAL] and Registrar
/s/ Randi Young Filip By:
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Secretary Authorized Signature
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IMPORTANT NOTICE
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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.
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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 description 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 ---------------- --------------
JT TEN - as joint tenants with (Custodian) (Minor)
right of survivorship under Uniform Gifts to Minors Act of
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
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PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
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(Please Print or Typewrite Name and Address, Including Zip Code, of Assignee)
( ) shares of Common Stock of the Corporation represented by this Certificate
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and do hereby irrevocably consitute and appoint attorney to transfer the said shares of
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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.