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PREFERRED STOCK [LOGO] PREFERRED STOCK
P E I
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NUMBER SHARES
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PRICE ENTERPRISES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
CUSIP 741444 30 1
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This CERTIFIES that
SPECIMEN
Is the owner of
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FULLY PAID AND NON-ASSESSABLE SHARES OF PREFERRED STOCK,
PAR VALUE OF $.0001 PER SHARE, OF
PRICE ENTERPRISES, INC., transferable on the books of the Corporation by said
holder in person, or by duly authorized attorney, upon surrender of this
certificate properly endorsed. This certificate and the shares represented
hereby are subject to all the terms, conditions and limitations of the
Certificate of Incorporation and By-laws and all amendments thereto and
supplements thereof, and the restrictive legends included on the back hereof.
This certificate is not valid unless 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:
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/s/ XXXXXX X. XXXX PRICE ENTERPRISES, INC. /s/ Xxxx XxXxxxx
CORPORATE
Executive Vice President [SEAL] President and Chief
and Secretary NOV. 18 Executive Officer
1997
MARYLAND
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COUNTERSIGNED AND REGISTERED:
ChaseMellon Shareholder Services, L.L.C.
Transfer Agent and Registrar
By
Authorized Officer
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PRICE ENTERPRISES, INC.
The Corporation will furnish to any stockholder on request and without
charge a full statement of the designations and any preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption of the stock of each class
which the Corporation is authorized to issue, of the differences in the relative
rights and preferences between the shares of each series of a preferred or
special class in series which the Corporation is authorized to issue, to the
extent they have been set, and of the authority of the Board of Directors to set
the relative rights and preferences of subsequent series of a preferred or
special class of stock. Such request may be made to the secretary of the
Corporation or to its transfer agent.
The shares represented by this certificate are subject to restrictions on
Beneficial and Constructive Ownership and 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"). Subject to certain
further restrictions and except as expressly provided in the Corporation's
Charter, (i) no Person may Beneficially Own in excess of 5% of the outstanding
Capital Shares of the Corporation (by value or by number of shares, whichever is
more restrictive), (ii) no Person may Constructively Own in excess of 9.8% of
the outstanding Capital Shares of the Corporation (by value or by number of
shares, whichever is more restrictive); (iii) no Person may Beneficially Own in
excess of 5% of the outstanding shares of Series A Preferred Stock of the
Corporation; (iv) no Person may Constructively Own in excess of 9.8% of the
outstanding shares of Series A Preferred Stock of the Corporation; (v) no Person
may Beneficially or Constructively Own Capital Shares that would result in the
Corporation being "closely held" under Section 856(h) of the Code or otherwise
cause the Corporation to fail to qualify as a REIT; and (vi) no Person may
Transfer Capital Shares if such Transfer would result in the capital stock of
the Corporation being owned by fewer than 100 Persons. Any Person who
Beneficially or Constructively Owns or attempts to Beneficially or
Constructively Own Capital Shares which causes or will cause a Person to
Beneficially or Constructively Own Capital Shares in excess of the above
limitations must immediately notify the Corporation. Moreover, any Person who
Beneficially or Constructively Owns or attempts to Beneficially or
Constructively Own shares of Series A Preferred Stock in excess of the above
limitations must immediately notify the Corporation. If any of the restrictions
on transfer or ownership are violated, the Capital Shares represented hereby
will be automatically transferred to a Trustee of a Trust for the benefit of one
or more Charitable Beneficiaries. In addition, the Corporation may redeem shares
upon the terms and conditions specified by the Board of Directors in its sole
discretion if the Board of Directors determines that ownership or a Transfer or
other event may violate the restrictions described above. Furthermore, 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 Charter of the Corporation, 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
Capital Shares on request and without charge. Requests for such a copy may be
directed to the Secretary of the Company, at the Company's principal office.
Keep this certificate in a safe place. If it is lost, stolen or destroyed,
the Corporation 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
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
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(Cust) (Minor)
under Uniform Gifts to Minors
Act
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(State)
UNIF TRF MIN ACT - Custodian (until age )
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(Cust)
under Uniform Transfers to
------- Minors Act
(Minor) -----------------
(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)
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Shares
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of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
Attorney
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to transfer the said stock on the books of the within named Corporation 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 THE
CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) 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
