Exhibit 4.1


 




	
  

  	
  FP INCORPORATED
  UNDER THE LAWS OF THE STATE OF MARYLAND THIS CERTIFIES THAT IS THE RECORD
  HOLDER OF FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.01 PAR
  VALUE PER SHARE, OF (the “Corporation”) transferable on the books of the Corporation
  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 charter of
  the Corporation (the “Charter”) and the Bylaws of the Corporation and any
  amendments thereto. This Certificate is not valid until countersigned by the
  Transfer Agent and registered by the Registrar. Witness the facsimile
  signatures of the Corporation’s duly authorized officers. DATED:
  COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY,
  LLC (Brooklyn, NY) TRANSFER AGENT AND REGISTRAR By: AUTHORIZED SIGNATURE
  CUSIP 31154R 10 9 FARMLAND PARTNERS INC. EXECUTIVE CHAIRMAN, PRESIDENT AND
  CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER, SECRETARY AND TREASURER
  COMMON STOCK COMMON STOCK SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER
  RESTRICTIONS AND OTHER INFORMATION 

  






 















	
  

  	
  UNIF GIFT MIN
  ACT– Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State) 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 TEN ENT JT TEN as
  tenants in common as tenants by the entireties as joint tenants with right of
  survivorship and not as tenants in common Additional abbreviations may also
  be used though not in the above list. – – – 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 request must be made
  to the Secretary of the Corporation at its principal office. The shares
  represented by this Certificate are subject to restrictions on Beneficial
  Ownership 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 Own or
  Constructively Own shares of any class or series of Capital Stock of the
  Corporation in excess of the Stock Ownership Limit, unless such Person is an
  Excepted Holder (in which case the Excepted Holder Limit shall be
  applicable); (ii) no Person may Beneficially Own shares of Capital Stock that
  would result in the Corporation being “closely held” under Section 856(h) of
  the Code; (iii) 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; (iv) no Person may Beneficially Own or Constructively
  Own shares of Capital Stock that would cause the Corporation to
  Constructively Own 10% or more of the ownership interests in a tenant (other
  than a TRS) of the Corporation’s real property within the meaning of Section
  856(d)(2)(B) of the Code; and (v) no Person may Beneficially Own or
  Constructively Own shares of Capital Stock that would otherwise cause the
  Corporation to fail to qualify as a REIT under the Code. Any Person who
  acquires or attempts or intends to acquire Beneficial Ownership or
  Constructive Ownership of shares of Capital Stock which causes or may cause a
  Person to Beneficially Own or Constructively Own shares of Capital Stock in
  excess or in violation of the above limitations must immediately notify the Corporation
  or, in the case of a proposed or attempted transaction, give at least 15 days
  prior written notice to the Corporation. If any of the restrictions on
  transfer or ownership provided in (i), (ii), (iv) or (v) above are violated,
  the shares of Capital Stock in excess or in violation of the above
  limitations will be automatically transferred to a Trustee of a Charitable
  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, if the ownership restriction
  provided in (iii) above would be violated, or 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
  given 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 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. For
  value received, hereby sell, assign and transfer unto 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. PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL
  ZIP CODE OF ASSIGNEE of the shares of the Common Stock of the Corporation
  represented by the within Certificate, and do(es) hereby irrevocably
  constitute and appoint PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
  NUMBER OF ASSIGNEE Attorney to transfer the said stock on the books of the
  within named Corporation with full power of substitution in the premises.
  Dated SIGNATURE(S) GUARANTEED: THE SIGNATURE(S) MUST 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. NOTICE: X X