Exhibit 4.1


 




	
  

  	
  M AR Y L A N D
  DEC. 27, 2002 SEAL AMERICOLD REALTY TRUST FORMED This certifies that is the
  record holder of Dated: SECRETARY EXECUTIVE CHAIRMAN AR FORMED UNDER THE LAWS
  OF THE STATE OF MARYLAND FULLY PAID AND NONASSESSABLE COMMON SHARES OF BENEFICIAL
  INTEREST, $.01 PAR VALUE, OF AMERICOLD REALTY TRUST transferable on the books
  of the Trust in person or by duly authorized attorney upon surrender of this
  Certificate properly endorsed. This Certificate is not valid until
  countersigned by the Transfer Agent and registered by the Registrar. WITNESS
  the facsimile seal of the Trust and the facsimile signatures of its duly
  authorized officers. CUSIP 03064D 10 8 SEE REVERSE FOR CERTAIN DEFINITIONS
  COUNTERSIGNED AND REGISTERED: WELLS FARGO BANK, N.A. TRANSFER AGENT AND
  REGISTRAR BY: AUTHORIZED SIGNATURE

  






 















	
  

  	
  The Trust will
  furnish to any shareholder, on request and without charge, a full statement
  of the information required by Section 8-203(d) 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 shares of each
  class of beneficial interest which the Trust has authority to issue and, if
  the Trust 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 they have been set, and (ii) the authority of
  the Board of Trustees to set the relative 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 Declaration
  of Trust of the Trust, a copy of which will be sent without charge to each
  shareholder who so requests. Such request must be made to the Secretary of
  the Trust at its principal office. The shares evidenced by this certificate
  are subject to restrictions on Beneficial and Constructive 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 or Constructively 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) or a Look- Through Entity (in
  which case the Look-Through Ownership Limit shall be applicable); (ii) no
  Person may Beneficially or Constructively Own Equity Shares of the Trust in
  excess of 9.8 percent of the value of the total outstanding Equity Shares of
  the Trust, unless such Person is an Excepted Holder (in which case the
  Excepted Holder Limit shall be applicable) or a Look-Through Entity (in which
  case the Look-Through Ownership Limit shall be applicable); (iii) no Person
  may Beneficially or Constructively Own Equity 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; and (iv) no Person may Transfer
  Equity Shares if such Transfer would result in Equity Shares of the Trust
  being owned by fewer than 100 Persons. Any Person who Beneficially or
  Constructively Owns or attempts to Beneficially or Constructively Own Equity
  Shares which cause or will cause a Person to Beneficially or Constructively
  Own Equity 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 Equity Shares represented hereby will be automatically
  transferred to a 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. 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 Equity Shares of the Trust on
  request and without charge. 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:
  Additional abbreviations may also be used though not in the above list. 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 COM
  PROP – as community property UNIF GIFT MIN ACT – Custodian (Cust) (Minor)
  under Uniform Gifts to Minors Act. (State) UNIF TRF MIN ACT – Custodian
  (until age) (Cust) under Uniform Transfers (Minor) to Minors Act (State) FOR
  VALUE RECEIVED, hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT
  SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE shares of the
  beneficial interest evidenced by within Certificate, and do hereby
  irrevocably constitute and appoint attorney-in-fact to transfer the said
  shares on the books of the within named Trust with full power of the
  substitution in the premises. Dated 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.
  By 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. GUARANTEES BY A NOTARY PUBLIC ARE NOT
  ACCEPTABLE. SIGNATURE GUARANTEES MUST NOT BE DATED. Signature(s) Guaranteed:
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)