EXHIBIT 4.1
PREFERRED SHARES PREFERRED SHARES
NUMBER SHARES
P______________ ________________
_______________ ________________
BOYKIN LODGING COMPANY
THIS CERTIFICATE IS TRANSFERABLE IN CUSIP 103430 20 3
CLEVELAND, OH AND NEW YORK, NY
SEE REVERSE SIDE FOR
CERTAIN DEFINITIONS
INCORPORATED UNDER THE LAWS OF
THE STATE OF OHIO
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NONASSESSABLE 10 1/2% CLASS A CUMULATIVE PREFERRED SHARES, SERIES
2002-A, WITHOUT PAR VALUE, ($250.00 LIQUIDATION PREFERENCE PER SHARE) OF
Boykin Lodging Company transferable on the books of the Corporation by the
holder hereof in person or by 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 the provisions of the
Articles of Incorporation and amendments thereto as filed in the office of the
Secretary of State of Ohio, to which the holder by acceptance hereof, assents.
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 by the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
COUNTERSIGNED AND REGISTERED:
NATIONAL CITY BANK
TRANSFER AGENT AND REGISTRAR
Dated:
BY:
/s/ Andrew Alexander /s/ Robert W. Boykin
Assistant Secretary Chairman of the Board of Directors
BOYKIN LODGING COMPANY
The Cumulative Preferred Shares represented by this certificate are
subject to restrictions on 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"). No Person may (i) Beneficially
Own or Constructively Own Common Shares in excess of 9% of the number of
outstanding Common Shares, (ii) Beneficially Own or Constructively Own shares of
any class or series of Preferred Shares in excess of 9% of the number of
outstanding shares of that class or series of Preferred Shares, (iii)
beneficially own Equity Shares that would result in the Equity Shares being
beneficially owned by fewer than 100 Persons (determined without reference to
any rules of attribution), (iv) Beneficially Own Equity Shares that would result
in the Corporation being "closely held" under Section 856(h) of the Code, or (v)
Constructively Own Equity Shares that would cause the Corporation to
Constructively Own 10% or more of the ownership interests in a tenant of the
Corporation's or of a Subsidiary's real property, within the meaning of Section
856(d)(2)(B) of the Code. Each holder of Equity Shares is required to furnish
the Corporation such information as the Corporation may request pursuant to
Section 6 of the Corporation's Amended and Restated Articles of Incorporation.
Any Person who attempts to Beneficially Own or Constructively Own Equity Shares
in excess of the above limitations must immediately notify the Corporation in
writing. If those restrictions are violated, the Equity Shares represented
hereby in excess of those limitations will be transferred automatically by
operation of the Corporation's Amended and Restated Articles of Incorporation to
a Trust and will be designated Shares-in-Trust. All capitalized terms in this
legend have the meanings defined in the Corporation's Amended and Restated
Articles of Incorporation, as they may be amended from time to time, a copy of
which, including the restrictions on transfer, will be sent without charge to
each shareholder who so requests.
The following abbreviations when used in the instructions 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 (Minor) (Cust)
JT TEN --as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act_____________________
in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received,________________________________________________
hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________
________________________
(Please print or typewrite name and address, including zip code, of assignee)
_______________________________________________________________________________
_______________________________________________________________________________
____________________________________ Preferred Shares represented by the within
Certificate, and do hereby irrevocably constitute and appoint
______________________________________________________________________ Attorney
to transfer the said Preferred Shares on the books of the within named
Corporation with full power of substitution in the premises.
Dated:_______________________ X_____________________________________________
NOTICE: The signature to the assignment must
correspond with the name as written upon the
face of this Receipt in every particular,
without alteration or enlargement or any
change whatever.
SIGNATURE GUARANTEED:
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
S.E.C. Rule 17Ad-15.