Exhibit 1.4
CP
A REAL ESTATE INVESTMENT
TRUST FORMED UNDER THE LAWS
OF THE STATE OF MARYLAND SEE REVERSE FOR IMPORTANT
NOTICE ON TRANSFER RESTRICTIONS
AND OTHER INFORMATION
THIS CERTIFICATE IS TRANSFERABLE
IN MINNEAPOLIS, MN OR NEW YORK, NY CUSIP 22002T 20 7
CORPORATE OFFICE PROPERTIES TRUST
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NONASSESSABLE SERIES B CUMULATIVE REDEEMABLE PREFERRED SHARES OF
BENEFICIAL INTEREST, LIQUIDATION PREFERENCE $25.00 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
SECRETARY CHAIRMAN OF THE BOARD
Countersigned and Registered:
NORWEST BANK MINNESOTA, N.A.
Transfer Agent
and Registrar
By
Authorized Signature
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 preferences, 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 of the Trust being owned by fewer than 100 Persons. 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 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-D_________Custodian_________ UNIF TRAN MIN ACT-D_________Custodian__________
TEN ENT - as tenants by the (Cust) (Minor) (Cust) (Minor)
entireties
JT TEN - as joint tenants with under Uniform Gifts to Minors under Uniform Transfers to Minors
right of survivorship Act of_________________ Act of__________________
and not as tenants in (State) (State)
common
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 PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)
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____________________(__________) Series B Cumulative Redeemable Preferred Shares
of beneficial interest of the Trust represented by this Certificate and does
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:
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NOTICE: THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF
THIS CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
By
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THE SIGNATURE(S) MUST 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.