Exhibit
4.1


 


 


 


	
  Number

  	
   

  	
  Shares

  



 


FALCON FINANCIAL INVESTMENT TRUST


A Real Estate Investment Trust organized under the laws of
the State of Maryland


 


 


 


CUSIP 306032 10 3


 


See Reverse for Certain
Definitions and Legends


 


 


	
  THIS CERTIFIES THAT

  	
   

  
	
   

  	
   

  
	
  is the owner of 

  	
   

  
	
   

  	
   

  
			



 


FULLY-PAID AND
NONASSESSABLE COMMON SHARES, $.01 PAR VALUE, OF


 


FALCON
FINANCIAL INVESTMENT TRUST


 


transferable on the books of the Trust 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 subject to all the provisions of the Declaration
of Trust, as amended, and the Bylaws of the Trust (copies of which are on file
at the office of the Transfer Agent), to all of which the holder of this
Certificate 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 Trust and the facsimile signatures of
its duly authorized officers.


 


Dated _______________


 


__________________________________________        [seal]                                                                            


Chief Executive Officer
and Chairman of the Board                                       President
and Chief Financial Officer


 


 


COUNTERSIGNED AND REGISTERED:


AMERICAN
STOCK TRANSFER & TRUST COMPANY


(NEW YORK, NEW
YORK)


TRANSFER AGENT


AND REGISTRAR


 


______________________________


AUTHORIZED OFFICER


 


1

















 


FALCON FINANCIAL
INVESTMENT TRUST


 


The trust will furnish to any Shareholder 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 or distributions, qualifications, and terms and
conditions of redemption of the shares of each class which the Trust 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 which the
Trust is authorized to issue in series, to the extent they have been set, and
of the authority of the Board of Trustees to set the relative rights and
preferences of subsequent series of a preferred or special class of
shares.  Such request may be made to the
secretary of the Trust or to its transfer agent.


 


The shares represented by this certificate are
subject to restrictions on Beneficial 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 Trust’s Declaration of Trust, (i) no Person
may Beneficially 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 (in which case the Excepted Holder Limit
shall be applicable); (ii) with respect to any class or series of Preferred
Shares, no Person may Beneficially Own more than 9.8 percent (in value or
number of shares) of the outstanding shares of such class or series of
Preferred Shares of the Trust, unless such Person is an Excepted Holder (in
which case the Excepted Holder Limit shall be applicable); (iii) no Person may
Beneficially Own 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; (iv) no Disqualified Person other than an Exempted
Disqualified Person may beneficially own any Shares and (v) no Person may Transfer
Shares if such Transfer would result in Shares of the Trust being owned by
fewer than 100 Persons.  Any Person who
Beneficially Owns or attempts to Beneficially Own Shares which cause or will
cause a Person to Beneficially Own 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 Shares represented hereby will be automatically transferred to a Charitable
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.  A Person who
attempts to Beneficially Own Shares in violation of the ownership limitations
described above shall have no claim, cause of action, or any recourse
whatsoever against a transferor of such Shares.  All capitalized terms in this legend have the meanings defined in
the Trust’s Declaration of 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 Shares of the Trust on request and without charge.


 


2

















 


Keep this certificate in a safe place. 
If it is 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


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 postal zip code of assignee)

   

  
	
   

  



 


	
   

  	
  Shares represented by the
  within Certificate,

  



 


 


and do hereby irrevocably
constitute and appoint __________________________________________________


Attorney to transfer the said
Shares on the books of the within-named Trust with full power of substitution
in the premises.


 


 


Dated
_________________________


 


 


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  _____________________________________

  
	
   

  	
  SIGNATURE

  
	
  Signature Guaranteed

  	
   

  



 


 


	
  By:

  	
   

  	
   

  



 


The
signature(s) must be guaranteed by an Eligible Guarantor Institution (Banks, Stockholders,
Savings and Loan Associations and Credit Unions with membership in an approved
signature guarantee Medallion Program), pursuant to S.E.C. Rule 17Ad-15.


 


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.


 


 


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