COMMON STOCK
NUMBER SHARES
BCPG
BEACON CAPITAL PARTNERS, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
CUSIP 073561 10 2
THIS CERTIFICATE IS TRANSFERABLE SEE REVERSE FOR IMPORTANT NOTICE ON
IN BOSTON, MA OR NEW YORK, NY TRANSFER RESTRICTIONS AND OTHER INFORMATION
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THIS CERTIFIES THAT
is the owner of
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fully-paid and non-assessable shares of the COMMON STOCK, $.01 par value, of
==========================BEACON CAPITAL PARTNERS, INC.=========================
(hereinafter called the "Corporation") 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 or assigned. This Certificate
and the shares represented hereby are issued and held subject to the laws of the
State of Maryland and the Charter and Bylaw of the Corporation as from time to
time amended (copies of which are on file with the Corporation), 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:
SPECIMEN
3.18.98
ABN SECOL
/s/ Nancy J. Broderick
Treasurer
[CORPORATE SEAL]
/s/ Alan M. Leventhal
CHAIRMAN OF THE BOARD
COUNTERSIGNED AND REGISTERED:
BY BankBoston, N.A.
TRANSFER AGENT
AND REGISTRAR,
AUTHORIZED SIGNATURE
BEACON CAPITAL PARTNERS, INC.
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 Corporation's Charter, as may be amended from time to time,
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 and Registrar.
The shares of the Corporation represented by this certificate are subject
to restrictions set forth in the Corporation's Charter which prohibit in general
(a) any Person (other than a Look-Through Entity) from Beneficially Owning
shares of Equity Stock in excess of the Ownership Limit, (b) any Look-Through
Entity from Beneficially Owning shares of Equity Stock in excess of the
Look-Through Ownership Limit and (c) any Person from acquiring or maintaining
any ownership interest in the stock of the Corporation that is inconsistent with
(i) the requirements of the Code pertaining to real estate investment trusts or
(ii) the Charter of the Corporation, and the holder of this certificate by his
acceptance hereof consents to be bound by such restrictions. Capitalized terms
used in this paragraph and not defined herein are defined in the Corporation's
Charter.
The Corporation will furnish without charge, to each stockholder who so
requests, a copy of the relevant provisions of the Charter and Bylaws of the
Corporation, a copy of the provisions setting forth the designations,
preferences, privileges and rights of each class of stock or series thereof that
the Corporation is authorized to issue and the qualifications, limitations and
restrictions of such preferences and/or rights. Any such request may be
addressed to the Secretary of the Corporation or to the Transfer Agent and
Registrar named on the face hereof.
The shares of Common Stock of the Corporation represented by this
certificate are subject to a Registration Rights Agreement (the "Registration
Rights Agreement") by and between the Corporation and NationsBanc Montgomery
Securities LLC. By its acquisition hereof, the holder of this certificate agrees
to be bound by the provisions of the Registration Rights Agreement, 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 and Registrar.
This security has not been registered under the U.S. Securities Act of
1933, as amended (the "Securities Act"), and may not be offered or sold except
as set forth below. By its acquisition hereof, the holder (1) represents that
(A) it is a "qualified institutional buyer" (as defined in Rule 144A under the
Securities Act), (B) it is an institutional "Accredited Investor" (as defined in
Rule 501(a) (1), (2), (3) or (7) under the Securities Act), or (C) it is an
individiual "Accredited Investor" (as defined in Rule 501(a)(4), (5) or (6)
under the Securities Act), (2) agrees that it will not within two years after
the original issuance of this security resell or otherwise transfer this
security except (A) to the issuer thereof or any subsidiary thereof, (B) to a
qualified institutional buyer in compliance with Rule 144A under the Securities
Act, (C) pursuant to an effective registration statement under the Securities
Act or (D) in a transaction exempt from, or not subject to the registration
requirements of the Securities Act and (3) agrees that it will give to each
person to whom this security is transferred a notice substantially to the effect
of this legend.
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Corporation
or its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co. has an interest herein.
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
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT--__________ Custodian__________
(Cust) (Minor)
under Uniform Gifts to Minors
Act _______________
(State)
Additional abbreviations may also be used though not in the above list.
For value received, _____________ hereby sell, assign and transfer unto
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 the common 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________________________
(Signature) ____________________________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPONO WITH THE NAME AS
WRITEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature Guaranteed: __________________________________________________________
ALL GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION
(SUCH AS A BANK OR BROKER) WHICH IS A PARTICIPANT IN THE
SECURITIES TRANSFER AGENTS MEDALLION PROGRAM ("STAMP"),
THE NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE
PROGRAM ("MSP") OR THE STOCK EXCHANGES MEDALLION PROGRAM
("SEMP") AND MUST NOT BE DATED. GUARANTEES BY A NOTARY
PUBLIC ARE NOT ACCEPTABLE.