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Exhibit 4.2    
    



	 	 	CERTIFICATE	 	 
	N U M B E R	 	 	 	S H A R E S
	

COMMON STOCK	
 	

 	
 	

COMMON STOCK





	
NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND	
 	

PAR VALUE $.01




CUSIP 008273 10 4


SEE REVERSE FOR IMPORTANT RESTRICTIONS ON TRANSFER AND OTHER INFORMATION  


 AFFORDABLE RESIDENTIAL COMMUNITIES INC.  


 COMMON STOCK  


        FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHARE, of Affordable Residential Communities Inc. transferable on the books of the
Corporation in person or by its 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 charter and Bylaws of the Corporation and the amendments thereto. This Certificate is not valid until countersigned by the Transfer Agent and registered by the
Registrar. 


        Witness
the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: 


 
 

CERTIFICATE OF STOCK    
    


COUNTERSIGNED
AND REGISTERED:

AMERICAN STOCK TRANSFER & TRUST COMPANY

TRANSFER AGENT AND REGISTRAR, 



	By:	 	 	 




AUTHORIZED
SIGNATURE 


[AFFORDABLE
RESIDENTIAL COMMUNITIES INC. CORPORATE SEAL] 



	/s/ George W. McGeeney
 PRESIDENT	 	 	 	/s/ Scott L. Gesell
 SECRETARY




[Reverse
Side] 


        The
Corporation will furnish to any stockholder, on request and without charge, a full statement of the information required by Section 2-211(b) of the Corporations and
Associations Article of the Annotated Code of Maryland with respect to the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to
dividends and other distributions, qualifications, and terms and conditions of redemption of the stock of each class which the Corporation has authority to issue and, if the Corporation is authorized
to issue any preferred or special class in series, (i) the differences in the relative rights and preferences between the shares of each series to the extent set, and (ii) the authority
of the Board of Directors to set such rights and preferences of subsequent series. The foregoing summary does not purport to be complete and is subject to and qualified in its entirety by reference to
the charter of the Corporation, a copy of which will be sent 





 



without
charge to each stockholder who so requests. Such requests must be made to the Secretary of the Corporation at its principal office or to the 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 Charter of
the Corporation (the "Charter"), (i) no Individual may Beneficially or Constructively Own shares of the Corporation's Common Stock in excess of 9.8% (in value or number of shares, whichever is
more restrictive) of the outstanding shares of Common Stock of the Corporation unless such Individual is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable);
(ii) no Individual may Beneficially or Constructively Own shares of Stock of the Corporation in excess of 9.8% of the value of the total outstanding shares of Stock of the Corporation, unless
such Individual is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iii) no Person may Beneficially Own 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; (iv) no Person shall Beneficially Own or Constructively Own shares of
Stock to the extent that such Beneficial Ownership or Constructive Ownership of Stock would result in Non-U.S. Persons directly or indirectly owning shares of Stock the fair market value of which
would comprise 50% or more of the fair market value of the issued and outstanding shares of Stock; and (v) no Person may Transfer shares of Stock if such Transfer would result in the Stock of
the Corporation being beneficially owned by fewer than 100 Persons. Any Person who Beneficially or Constructively Owns, or directly or indirectly owns, or attempts to Beneficially or Constructively
Own, or directly or indirectly own, shares of Stock which causes or will cause a Person to Beneficially or Constructively Own, or directly or indirectly own, shares of Stock in excess or in violation
of the above limitations must immediately notify the Corporation. If any of the restrictions on transfer or ownership (excluding (v) above) are violated, the shares of Stock 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, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of Stock of the Corporation on request and without charge. Such requests must be made
to the Secretary of the Corporation at its principal office or to the Transfer Agent. 


        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	 	(Cust) (Minor)
	JT TEN—	 	as joint tenants with right of survivorship and not as tenants in common	 	under Uniform Gifts to Minors
	 	 	 	 	Act	 	 
	 	 	 	 	 	 	
 (State)





        Additional
abbreviations may also be used though not in the above list. 


2





 



        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
	
	 	 





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
Corporation with full power of substitution in the premises. 


Dated            




	 	 	X
	 	 	 	






        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. 


*NOTICE
SIGNATURE GUARANTEED: 


THE
SIGNATURE(S) MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF A REGISTERED NATIONAL STOCK EXCHANGE OR BY A BANK (OTHER THAN A SAVINGS BANK), OR A TRUST COMPANY. THE GUARANTEEING FIRM MUST BE A
MEMBER OF THE MEDALLION GUARANTEE PROGRAM. 


TRANSFER
FEE WILL APPLY 


FOR
MEDALLION GUARANTEE USE ONLY 




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Exhibit 4.2


CERTIFICATE OF STOCK