EX-4.1



 Exhibit 4.1 

	
	 






  
 CLASS A COMMAN STOCK 
 A- 4901 

INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA 

BFC 
 FINANCIAL CORPORATION 
 CLASS COMMONSTOCK

 SEE REVERSE FOR CERTAIN DEFINITIONS 
 CUSIP 055384 20 0 
 THIS CERTIFIES THAT 

SPECIMEN 
 IS THE OWNER OF 
 FULLY PAID AND NON ASSESSABLE
SHARES OF THE PAR VALUE OF ONE CENT ($.01) EACH OF THE CLASS A COMMON STOCK OF 
 BFC FINANCIALS COROPORATION
TRANSFERABLE ON THE BOOKS OF THE CORPORATION 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 QRE ISSED AND SHALL BE HELD SUBJECT
ALL OF THE PROVISION OF THE ARTICLES OF INCORPORATION OF THE CORPORATION AND ANY AMENDMENTD THERETO. THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED AND REGISTERED BY THE TRANSFER AGENT AND REGISTER. 

WITNESS THE FACSIMILE SEAL OF THE CORPORATION AND THE SIGNATURES OF ITS DULY AUTHORIZED OFFICERS. 

CERTIFICATE OF STOCK 
 DATE 
 SECRETARY 

BFC FINANCIAL CORPORATION 
 CORPORATE 
 SEAL 

1980 
 FLORIDA 
 PRESIDENT 

COUNTERSIGNED AND REGISTERD 
 AMERICAN STOCK TRANSFER & TRUST COMPANY 

TRANSFER AGENT AND REGISTRAR 
 AUTHORISED SIGNATURE 







 



 
  
 A FULL
STATEMENT OF THE DESIGNATIONS, PREFERENCES, AND RELATIVE, PARTICIPATING, OPÏIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE CORPORATION OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
RIGHTS WILL BE FURNISHED BY THE CORPORATION, WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, UPON APPLICATION TO THE TRANSFER AGENT, OR TO THE SECRETARY OF THE CORPORATION. 
 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 commom 
 UNIF GIFT MIN ACT...........Custoidian 

(Cust) (Minor) 
 Under Unform Gifts to Minros 
 (State) 

For Value received---------hereby sell assign and transfer unto 

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEEE 

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP COE, 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_______________________ 
 NOTICE: ---------------------------------------------------------------------------------------------- THE SIGNATURE TO THIS ASSIGNEMENT MUST CORRESPOND WITH THE NAME(S0 AS WRITTEN UPON
THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. 

This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement
between BFC Financial Corporation and American Stock Transfer & Trust Company, LLC, dated as of September 21, 2009 as it may be amended or supplemented from time to time (the “Agreement”), the terms of which are thereby incorporated
herein by reference and a copy of which is on file at the principal executive offices of BFC Financial Corporation. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by seperate
certificates and will no longer be evidenced by this certificate. BFC Financial Corporation will mail to the holder of the certiciate a copy of the Agreement without charge after receipt of a written request therefor. As set forth in the Agreement,
Rights beneficially owned by any Person as defined in the Agreement) who becomes an Acquiring Person or any Affilliate or Associate thereof (as such terms are defined in the Agreement) will be null and yoid.