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Exhibit 4.1
NUMBER SHARES
PZNB
12% SERIES B 12% SERIES B
CUMULATIVE CONVERTIBLE CUMULATIVE CONVERTIBLE
PREFERRED SHARES PREFERRED SHARES
THIS CERTIFICATE IS TRANSFERABLE CUSIP 74264N 30 3
IN NEW YORK, NEW YORK SEE REVERSE FOR
OR CANTON, MASSACHUSETTS CERTAIN DEFINITIONS
PRISON REALTY TRUST, INC.
FORMED UNDER THE LAWS OF THE STATE OF MARYLAND
THIS CERTIFIES THAT
IS THE REGISTERED HOLDER OF
FULLY-PAID AND NON-ASSESSABLE 12% SERIES B CUMULATIVE CONVERTIBLE
PREFERRED SHARES, PAR VALUE $.01 PER SHARE, OF
Prison Realty Trust, Inc., transferable on the books of the Company by the
holder hereof in person or by duly authorized attorney upon surrender of this
certificate properly endorsed. This certificate is not valid until countersigned
by the Transfer Agent and registered by the Registrar. In Witness Whereof, the
Company has caused the facsimile signatures of its duly authorized officers and
the facsimile of its seal to be printed hereon.
[SEAL]
Dated:
COUNTERSIGNED AND REGISTERED:
FLEET NATIONAL BANK
TRANSFER AGENT
AND REGISTRAR,
BY /s/ John D. Ferguson
CHIEF EXECUTIVE
OFFICER AND
AUTHORIZED SIGNATURE /s/ Darrell K. Massengale PRESIDENT
SECRETARY
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PRISON REALTY TRUST, INC.
THE COMPANY HAS THE AUTHORITY TO ISSUE SHARES OF MORE THAN ONE CLASS.
THE COMPANY WILL, ON REQUEST AND WITHOUT CHARGE, FURNISH A FULL STATEMENT OF THE
DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS,
RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS, AND TERM AND
CONDITIONS OF REDEMPTION OF THE SHARES OF EACH CLASS WHICH THE COMPANY IS
AUTHORIZED TO ISSUE. SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE COMPANY
AT ITS PRINCIPAL OFFICE.
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:
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<S> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT Custodian
TEN ENT -- as tenants by the entireties ------------- --------
JT TEN -- as joint tenants with right of (Cust) (Minor)
survivorship and not as tenants Under Uniform Gifts to Minors
in common Act
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(State)
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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, OR ASSIGNEE)
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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 Company with full
power of substitution in the premises.
Dated:
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<S> <C>
Signature:
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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 guaranteed:
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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.
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