8 5/8% SERIES A CUMULATIVE 8 5/8% SERIES A CUMULATIVE
REDEEMABLE PREFERRED SHARES REDEEMABLE PREFERRED SHARES
(Picture of a colonial man with a city skyline behind him appears here.)
NUMBER THIS CERTIFICATE IS TRANSFERABLE SHARES
HPP IN CHARLOTTE, NORTH CAROLINA CUSIP 431284207
OR IN NEW YORK CITY SEE REVERSE FOR CERTAIN
DEFINITIONS AND RESTRICTIONS
(Highwoods logo) HIGHWOODS PROPERTIES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
This Certifies that
is the owner of
fully paid and non-assessable shares of the 8 5/8% SERIES A CUMULATIVE
REDEEMABLE PREFERRED SHARES, $.01 par value, of
Highwoods Properties, Inc. 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 subject to all of the provisions of the Amended
and Restated Articles of Incorporation and Bylaws of the Corporation, each as
from time to time amended (copies of which are on file with the Transfer
Agent), to all of which the holder by acceptance hereof assents. This
Certificate is not valid until countersigned and registered by the Transfer
Agent and Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Dated:
(Seal appears here)
COUNTERSIGNED AND REGISTERED:
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
(CHARLOTTE, NORTH CAROLINA)
TRANSFER AGENT
AND REGISTRAR
/s/ Edward J. Fritsch /s/ Ronald P. Gibson
AUTHORIZED SIGNATURE SENIOR VICE PRESIDENT PRESIDENT AND CHIEF
AND SECRETARY EXECUTIVE OFFICER
HIGHWOODS PROPERTIES, INC.
The shares of capital stock 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. No Person may Beneficially Own shares of capital stock in
excess of 9.8% of the outstanding capital stock of the Corporation. Any Person
who attempts to Beneficially Own shares of capital stock in excess of the above
limitation must immediately notify the Corporation; any shares of capital
stock so held may be subject to mandatory redemption or sale in certain
events, and acquisitions of shares of capital stock in excess of such
limitation shall be void ab initio. A Person who attempts to Beneficially
Own shares of the Corporation's capital stock in violation of the ownership
limitations set forth in Section 6.2 of the Amended and Restated Articles
of Incorporation shall have no claim, cause of action, or any other recourse
whatsoever against a transferor of such shares. All capitalized terms in this
legend have the meanings defined in the Corporation's Amended and Restated
Articles of Incorporation, a copy of which, including the restrictions on
transfer, will be sent without charge to each stockholder who so requests.
The Corporation is authorized to issue more than one class of capital
stock. The Corporation will furnish to any stockholder upon request and
without charge a full statement of the designations, and any preferences,
conversions and other rights, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption of the
shares of each class authorized to be issued and, with respect to the
classes of capital stock which may be issued in series, the differences in
the relative rights and preferences between the shares of each such series,
so far as the same have been fixed and determined, and the authority of the
Board of Directors to fix and determine the relative rights and preferences
of subsequent series. Such requests may be made to the Secretary of the
Corporation at its principal office or to the Corporation's transfer agent.
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:
UNIF GIFT MIN ACT --
TEN COM -- as tenants in common _______Custodian ______
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act ________________________
in common (State)
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)
____________________________________________________________________________
____________________________________________________________________________
________________________________________________________________________shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint __________________________________________
_____________________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated_____________________________________
_______________________________________________
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: ____________________________________________________
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.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION
TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.