exv4w2



 






EXHIBIT 4.2



VESTIN REALTY TRUST II, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND



			
	 
	NUMBER
	 	SHARES






			
	 
	 
	PAR VALUE $.0001 	 	CUSIP                     
          
	SEE REVERSE FOR CERTAIN DEFINITIONS





THIS certifies that








is the owner of





FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF

VESTIN REALTY TRUST II, INC.


transferable only on the books of the Corporation by the holder hereof in person or by 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
Articles of Incorporation of the Corporation, By-Laws and all Amendments thereto, to all of
which the holder, by acceptance hereof assents.




     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:




[SEAL]




	 	 	 
	/s/ John W. Alderfer

	 	/s/ Michael V. Shustek
	 

	 	 
	SECRETARY

	 	CEO & CHAIRMAN






Countersigned and Registered:

      STOCKTRANS, INC.

      44 West Lancaster Ave.

      Ardmore, PA 19003



 

 


By



 


Transfer Agent

and Registrar



 



Authorized Signature          



 









 





     The Corporation will furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating. optional or other special rights of each
class of stock or series thereof of the Corporation, and the qualifications, limitations or
restrictions of such preferences and/or rights.



     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

	 	 
	 

	 	 







 




(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.



Date:                                        




	 	 	 	 	 
	 

	 	 	 	

	 

	 	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 WHATSOEVER.





Signature(s) Guaranteed:




	 	 	 
	 


	 	 
	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 SEC RULE 17Ad-15.
	 	 






Restriction on Ownership and Transfer



THE SHARES OF STOCK 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 (“REIT”) 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 OR CONSTRUCTIVELY OWN SHARES OF THE
CORPORATION’S EQUITY STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE
RESTRICTIVE) OF THE OUTSTANDING EQUITY STOCK OF THE CORPORATION; (ii) NO PERSON MAY BENEFICIALLY OR
CONSTRUCTIVELY OWN SHARES OF EQUITY STOCK 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 (iii) NO PERSON MAY TRANSFER SHARES OF EQUITY STOCK IF SUCH TRANSFER WOULD RESULT IN THE EQUITY
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 SHARES OF EQUITY STOCK IN
VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. IF ANY OF THE
RESTRICTIONS ON TRANSFER OR OWNERSHIP IS VIOLATED, THE SHARES OF EQUITY STOCK REPRESENTED HEREBY
WILL BE AUTOMATICALLY TRANSFERRED TO THE 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 TERMS IN THIS LEGEND THAT ARE DEFINED IN
THE CHARTER OF THE CORPORATION SHALL HAVE THE MEANINGS ASCRIBED TO THEM 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 SHARES OF EQUITY STOCK
ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE
CORPORATION AT ITS PRINCIPAL OFFICE.