FORM OF COMMON STOCK CERTIFICATE



 EXHIBIT 4.1 
  

[Form of certificate representing common stock] 
  

			
	 Number
	 	 Shares of
 Common Stock, par value
 $0.01 per share


  
 [LOGO] 
  
 SAXON REIT, INC. 
  
 Incorporated Under the Laws of the State of Maryland 
  
 See Reverse for Important Notice on     
 Transfer Restrictions and Other Information 
  
 This is to certify that
                                        
         is the owner of
                                        
             fully paid and non-assessable shares of the common stock, $0.01 par value, of Saxon REIT, Inc. (the “Corporation”), 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 are issued and shall be held subject to all the provisions of the Articles of
Incorporation and the Bylaws of the Corporation and all amendments thereto (copies of which are on file at the office of the Corporation), to all of which the holder of this Certificate by acceptance hereof assents. This Certificate is not valid
unless 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: 
  

					
	 /s/ Richard D. Shepherd

	 	 [SEAL]
	 	 /s/ Michael L. Sawyer


	 Secretary
	 	 	 	 Chief Executive Officer and President


  
 COUNTERSIGNED AND REGISTERED:

 AMERICAN STOCK TRANSFER & 
 TRUST COMPANY (New York, NY) 
 TRANSFER AGENT AND REGISTRAR 
  
 By: 







 THE CORPORATION IS AUTHORIZED TO ISSUE SHARES OF CAPITAL STOCK OF MORE THAN ONE CLASS, CONSISTING OF
COMMON STOCK AND ONE OR MORE CLASSES OF PREFERRED STOCK. THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF THE PREFERRED STOCK BEFORE THE ISSUANCE OF SHARES OF SUCH CLASS OF PREFERRED
STOCK. THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER OF THE CORPORATION UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE CORPORATION’S ARTICLES OF INCORPORATION, AS AMENDED, AND A FULL STATEMENT OF (1) THE DESIGNATIONS AND ANY
REFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE SHARES OF EACH CLASS WHICH THE CORPORATION IS AUTHORIZED TO ISSUE; AND (2) IF THE
CORPORATION IS AUTHORIZED TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES, A FULL STATEMENT OF (A) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT THEY HAVE BEEN SET; AND (B) THE AUTHORITY OF
THE BOARD OF DIRECTORS TO SET THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. REQUESTS FOR SUCH WRITTEN STATEMENT MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE. 
  
 THE SHARES OF CAPITAL STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS ON 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. THESE RESTRICTIONS ARE SET FORTH IN THE CORPORATION’S ARTICLES
OF INCORPORATION, AS AMENDED, AND BYLAWS, AS AMENDED, COPIES OF WHICH WILL BE FURNISHED TO EACH STOCKHOLDER ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH WRITTEN STATEMENT MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL
OFFICE. 
  
 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 GIFTS MIN ACT
		
	TEN ENT – as tenants by their entireties	 	 Custodian

 (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. 
  
 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 ZIP CODE, OF ASSIGNEE)

	  


	
	                                      
                                   Shares of the Common 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 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.