EXHIBIT 4.1
[Face of Certificate]
Number *0* Shares *0*
See Reverse for
Important Notice
on Transfer Restrictions
and Other Information
THIS CERTIFICATE IS TRANSFERABLE CUSIP _________
IN THE CITIES OF _________________
CORPORATE OFFICE PROPERTIES TRUST
a Real Estate Investment Trust
Formed Under the Laws of the State of Maryland
THIS CERTIFIES THAT **Specimen**
is the owner of *Zero (0)**
fully paid and nonassessable common shares of beneficial interest, $0.01 par
value per share, of
CORPORATE OFFICE PROPERTIES TRUST
(the "Trust"), transferable on the books of the Trust 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 and Bylaws of the Trust and any amendments thereto. This
Certificate is not valid unless countersigned and registered by the Transfer
Agent and Registrar.
IN WITNESS WHEREOF, the Trust has caused this Certificate to be executed on
its behalf by its duly authorized officers.
DATED ____________________
Countersigned and Registered:
Transfer Agent [IMPRESSION OF
and Registrar TRUST SEAL] _________________________
President
By:______________________________ _________________________
Authorized Signature Secretary
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[Reverse of Certificate]
IMPORTANT NOTICE
The Trust will furnish to any shareholder, on request and without charge, a
full statement of the information required by Section 8-203(d) of the
Corporations and Associations Article of the Annotated Code of Maryland with
respect to the designations and any preference, conversion and 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 of beneficial interest which the Trust has authority to
issue and, if the Trust 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.
The foregoing summary does not purport to be complete and is subject to and
qualified in its entirety by reference to the Declaration of Trust of the
Trust, a copy of which will be sent without charge to each shareholder who so
requests. Such request must be made to the Secretary of the Trust at its
principal office or to the Transfer Agent.
The shares represented by this Certificate are subject to restrictions on
Beneficial Ownership, Constructive Ownership and Transfer for the purpose of
the Trust's maintenance of its status as a real estate investment trust (a
"REIT") under the Internal Revenue Code of 1986, as amended (the "Code").
Subject to certain further restrictions and except as expressly provided in
the Declaration of Trust of the Trust, (i) no Person may Beneficially Own or
Constructively Own Common Shares of the Trust in excess of 9.8 percent (in
value or number of shares) of the outstanding Common Shares of the Trust
unless such Person is an Excepted Holder or a Permitted Holder (in which case
the Excepted Holder Limit shall be applicable); (ii) no Person may
Beneficially Own or Constructively Own Equity Shares of the Trust in excess
of 9.8 percent of the value of the total outstanding Equity Shares of the
Trust, unless such Person is an Excepted Holder or a Permitted Holder (in
which case the Excepted Holder Limit shall be applicable);(iii) no Person may
Beneficially Own or Constructively Own Equity Shares that would result in the
Trust being "closely held" under Section 856(h) of the Code or otherwise
cause the Trust to fail to qualify as a REIT; and (iv) no Person may Transfer
Equity Shares if such Transfer would result in Equity Shares or the Trust
being owned by fewer than 100 Persons.
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Any Person who Beneficially Owns or Constructively Owns or attempts to
Beneficially Own or Constructively Own Equity Shares which cause or will
cause a Person to Beneficially Own or Constructively Own Equity Shares in
excess or in violation of the above limitations must immediately notify the
Trust. If any of the restrictions on transfer or ownership are violated, the
Equity Shares represented hereby will be automatically transferred to a
Trustee of a Charitable Trust for the benefit of one or more Charitable
Beneficiaries. In addition, 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 Declaration of Trust of the Trust, 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 Equity Shares of the Trust on
request and without charge. Such request must be made to the Secretary of
the Trust at its principal office or to the Transfer Agent.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN
OR DESTROYED, THE TRUST WILL REQUIRE A BOND OF INDEMNITY AS A
CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
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 UNIF GIFT MIN ACT_____ Custodian _____
TEN ENT - as tenants by the entireties (cust) (minor)
JT TEN - as joint tenants with right under Uniform Gifts to Minors Act of
of survivorship and not as _______________________
tenants in common (State)
Additional abbreviations may also be used though
not in the above list.
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FOR VALUE RECEIVED, _____________________________ HEREBY SELLS, ASSSIGNS AND
TRANSFERS UNTO
_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
_______________________________________________________________________________
(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)
__________________________ (__________________________) shares of beneficial
interest of the Trust represented by this Certificate and do hereby
irrevocably constitute and appoint _______________________________ attorney
to transfer the said shares on the books of the Trust, 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 THIS CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERNATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.