exv4w1






Exhibit 4.1










THIS CERTIFIES THAT
is the owner of
CUSIP
DATED
COUNTERSIGNED AND REGISTERED:
COMPUTERSHARE TRUST COMPANY, N.A.
TRANSFER AGENT AND REGISTRAR,
FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
Walter Investment Management Corp. (hereinafter called the “Company”), transferable on the books of
the
Company 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, as amended, and the By-Laws, as amended, of the Company (copies of which
are on
file with the Company and with the Transfer Agent), to all of which each 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 Company and the facsimile signatures of its duly authorized
officers.
COMMON STOCK
PAR VALUE $0.01
COMMON STOCK
THIS CERTIFICATE IS TRANSFERABLE IN
CANTON, MA AND JERSEY CITY, NJ
SEE REVERSE FOR CERTAIN DEFINITIONS
Certificate
Number
Shares
WALTER INVESTMENT MANAGEMENT CORP.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
FACSIMILE SIGNATURE TO COME
FACSIMILE SIGNATURE TO COME
President
Secretary
By
AUTHORIZED SIGNATURE
016570| 003590|127C|RESTRICTED||4|057-423
93317W 10 2
<<Month Day, Year>>
* * 600620* * * * * *
* * * 600620* * * * *
* * * * 600620* * * *
* * * * * 600620* * *
* * * * * * 600620* *
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**** Mr. Alexander David Sample **** Mr. Alexander David
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**** Mr. Alexander David Sample **** Mr. Alexander David
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* * * SIX HUNDRED THOUSAND
SIX HUNDRED AND TWENTY* * *
MR. SAMPLE & MRS. SAMPLE &
MR. SAMPLE & MRS. SAMPLE
NNNNN
ZQ 000000
Certificate Numbers
1234567890/1234567890
1234567890/1234567890
1234567890/1234567890
1234567890/1234567890
1234567890/1234567890
1234567890/1234567890
Total Transaction
Num/No.
123456
Denom.
123456
Total
1234567
MR A SAMPLE
DESIGNATION (IF ANY)
ADD 1
ADD 2
ADD 3
ADD 4
PO BOX 43004, Providence, RI 02940-3004
CUSIP XXXXXX XX X
Holder ID XXXXXXXXXX
Insurance Value 1,000,000.00
Number of Shares 123456
DTC 12345678 123456789012345




 









 










WALTER INVESTMENT MANAGEMENT CORP. WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS,
A SUMMARY OF THE POWERS,
DESIGNATIONS, CERTAIN RESTRICTIONS ON TRANSFERABILITY, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS
OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND
RIGHTS, AND THE VARIATIONS IN RIGHTS,
PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE ARTICLES OF
INCORPORATION OF THE COMPANY, AS AMENDED, AND THE
RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS
TO DETERMINE VARIATIONS FOR FUTURE SERIES.
SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT.
THE BOARD OF DIRECTORS MAY REQUIRE THE
OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A
BOND TO INDEMNIFY IT AND ITS TRANSFER
AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED
LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE.
The shares represented by this certificate are subject to restrictions on Beneficial and
Constructive Ownership and Transfer for the purpose, among others, 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 or Constructively
Own shares of the Corporation’s Common Stock in excess of 9.8 percent (in value or
number of shares) of the outstanding shares of Common Stock of the Corporation unless such Person
is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable);
(ii) no Person may Beneficially or Constructively Own shares of Capital Stock of the Corporation in
excess of 9.8 percent of the value of the total outstanding shares of Capital Stock of
the Corporation, unless such Person is an Excepted Holder (in which case the Excepted Holder Limit
shall be applicable); (iii) no Person may Beneficially or Constructively Own Capital
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 (iv) no Person may
Transfer shares of Capital Stock 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 shares of Capital Stock which
causes or will cause a Person to Beneficially or Constructively Own shares of Capital
Stock in excess or in violation of the above limitations must immediately notify the Corporation.
If any of the restrictions on transfer or ownership are violated, the shares of Capital Stock
represented hereby may 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 Stock of the Corporation on request and
without charge. Requests for such a copy may be directed to the Secretary of the
Corporation 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:
TEN COM — as tenants in common UNIF GIFT MIN ACT- . . . . . . . . . .Custodian . . . . . . . . . .
        . . . . .
TEN ENT — as tenants by the entireties under Uniform Gifts to Minors Act . . . . . . . . . . . . .
JT TEN — as joint tenants with right of survivorship UNIF TRF MIN ACT . . . . . . . . . . . . . .
        .Custodian (until age. . . ). . . . . . . . . . .
and not as tenants in common (Cust) (Minor)
under Uniform Transfers 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
___
___
___
___Shares
___Attorney
Dated: ___20___
Signature: ___
Signature: ___
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.
(Cust) (Minor)




(State)
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)
of the capital stock represented by the within Certificate, and do hereby irrevocably constitute
and appoint
to transfer the said stock on the books of the within-named Corporation with full power of
substitution in the premises.




WALTER INVESTMENT MANAGEMENT CORP.
Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate
also evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder
Protection Rights Agreement, dated as of April 11, 2000 (as such may be amended from time to time,
the “Rights Agreement”), between Walter Investment Management Corp. (the
“Company”) and Computershare Investor Services, L.L.C., as Rights Agent, the terms of which are
hereby incorporated herein by reference and a copy of which is on file at the principal
executive offices of the Company. Under certain circumstances, as set forth in the Rights
Agreement, such Rights may be redeemed, may become exercisable for securities or assets of
the Company or securities of another entity, may be exchanged for shares of Common Stock or other
securities or assets of the Company, may expire, may become void (if they are
“Beneficially Owned” by an “Acquiring Person” or an Affiliate or Associate thereof, as such terms
are defined in the Rights Agreement, or by any transferee of any of the foregoing) or
may be evidenced by separate certificates and may no longer be evidenced by this certificate. The
Company will mail or arrange for the mailing of a copy of the Rights Agreement to the
holder of this certificate without charge after the receipt of a written request therefor.
Signature(s) Guaranteed: Medallion Guarantee Stamp
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.