Form of Common Stock Certificate




 Exhibit 4.1 
 

 
  
 Certain transfers of
these shares are restricted by the Corporation’s Articles of Incorporation. See reverse. 
 HMB HOMEBANC CORP.

 THIS CERTIFICATE IS TRANSFERABLE IN ATLANTA, GA OR NEW YORK, NY 
 INCORPORATED UNDER THE LAWS CUSIP 43738R 10 9 
 OF THE STATE OF GEORGIA SEE REVERSE FOR CERTAIN DETAILS 
 This Certifies that

 BY COUNTERSIGNED 
 is the registered holder of 
 OF THE $0.01 PAR VALUE AUTHORIZED COMMON STOCK OF HOMEBANC CORP. WHICH
ARE FULLY PAID AND NON-ASSESSABLE AND WHICH ARE AND 
 transferable only on the books of the Corporation by the holder hereof
in person or by Attorney upon surrender of this Certificate properly S REGISTERED: 
 UN 
 endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile T
seal of the Corporation and the facsimile signatures of its duly authorized officers. 
 AN 
 C 
 M EB C
Dated: 
 RUST BANK 
 RPOR O AUTHORIZED 
 FOR POSITION ONLY 
 H O A RP 
 C O
TE 
 FOR POSITION ONLY 
 SEAL 
 TRANSFER 
 2004 AND 
 SIGNATURE REGISTRAR 
 G • EORGI A n 
 SECRETARY CHAIRMAN AGENT 
 AMERICAN BANK NOTE COMPANY PRODUCTION COORDINATOR: MIKE PETERS 931-490-1714 711
ARMSTRONG LANE PROOF OF JUNE 18, 2004 
 COLUMBIA, TENNESSEE 38401 HOMEBANC CORP. (931) 388-3003 TSB 16143 FC 
 SALES: R. JOHNS 212-269- 0339X13 Operator: Ron 
 / ETHER 19 / LIVE JOBS / H / HOMEBANC 16143 FC Rev. 2 
 PLEASE INITIAL THE
APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES MAKE CHANGES AND SEND ANOTHER PROOF 
 Colors Selected for
Printing: Intaglio prints in SC-7 Dark Blue. 
 COLOR: This proof was printed from a digital file or artwork on a graphics
quality, color laser printer. It is a good representation of the color as it will appear on the final product. However, it is not an exact color rendition, and the final printed product may appear slightly different from the proof due to the
difference between the dyes and printing ink. 








 

 
  
 The
securities represented by this certificate are subject to restrictions on transfer for the purpose of maintaining the Corporation’s status as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended
(the “Code”), and for certain other purposes under the Code. Except as expressly provided or permitted in the Corporation’s Articles of Incorporation, (i) no Person may Beneficially Own or Constructively Own Shares more than 9.8% of
(a) the aggregate Market Price of all outstanding Shares of all classes and series or (b) the number or aggregate Market Price (whichever is more restrictive) of all outstanding Shares of Common Stock, (ii) no Person may engage in any Transfer that,
if effective, would result in the Shares being beneficially owned by fewer than 100 Persons (determined under the principles of Section 856(a)(5) of the Code), (iii) no Person may Beneficially Own Shares that would result in the Corporation being
“closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year), (iv) no Person may Beneficially Own or Constructively Own Shares that would cause the
Corporation to Constructively Own 10% or more of the ownership interests in a tenant of the Corporation’s real property, within the meaning of Section 856(d)(2)(B) of the Code, (v) no Disqualified Person may Beneficially Own Shares, and (vi) no
Person may otherwise engage in any Transfer that, if effective, would result in the termination of the status of the Corporation as a REIT under the REIT Provisions of the Code. Copies of the full restrictions contained in the Corporation’s
Articles of Incorporation may be obtained upon request from 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 UNIF GIFT MIN ACT– Custodian 
 TEN ENT – as tenants by
the entireties (Cust) (Minor) JT TEN – as joint tenants with right of under Uniform Gifts to Minors of survivorship and not as tenants Act in common (State) 
 Additional abbreviations may also be used though not in the above list. 
 For
value received, the undersigned hereby sells, assigns and transfers 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 Corporation with full power of 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 WHATEVER. 
 Signature(s) Guaranteed:

 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. 
 AMERICAN BANK NOTE COMPANY PRODUCTION COORDINATOR: MIKE PETERS 931-490-1714 711 ARMSTRONG LANE PROOF OF JUNE 2, 2004 
 COLUMBIA, TENNESSEE 38401 HOMEBANC CORP. 
 (931) 388-3003 TSB 16143 BK 
 SALES: R. JOHNS 212-269-0339X13 Operator: Ron 
 / ETHER 19 / LIVE JOBS / H / HOMEBANC 16143 BK New 
 PLEASE INITIAL THE
APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES MAKE CHANGES AND SEND ANOTHER PROOF