Exhibit 4.1


 


	
  COMMON
  STOCK

  	
  CUSIP

  
	
  No. 

  	
  SEE
  REVERSE FOR CERTAIN

  
	
   

  	
  DEFINITIONS
  AND A STATEMENT AS TO THE

  RIGHTS, PREFERENCES, PRIVILEGES AND

  RESTRICTIONS ON SHARES

  



 


ECM Realty Trust, Inc.


 


INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND


 


This
Certifies that
                              
is the owner of                                  
fully paid and non-assessable Shares of Common Stock, par value $0.01 per
share, of ECM Realty Trust, Inc. transferable only 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 subject to all of the provisions of the
Corporation’s charter, as amended, and bylaws, as amended.  This Certificate is not valid until
countersigned and registered by the Transfer Agent and Registrar.


 


IN
WITNESS WHEREOF, the said Corporation has caused this Certificate to be signed
by its duly authorized officers and to be sealed with the Seal of the
Corporation.


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Authorized
  Signatures:

  	
   

  	
   

  	
   

  
	
   

  	
  Secretary

  	
   

  	
  Shelby
  E. L. Pruett, Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
  Countersigned and Registered:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Transfer Agent and
  Registrar

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signature

  	
   

  	
   

  
						



 

















 


[REVERSE SIDE OF
CERTIFICATE]


 


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, qualifications, and terms and conditions of redemption of the shares
of each class of stock 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 that they have been set and (ii) the authority of
the board of directors of the Corporation to set the relative rights and
preferences of subsequent series. The summary below does not purport to be
complete and is subject to and qualified in its entirety by reference to the
charter of the Corporation, as may be amended from time to time.


 


The shares represented by this certificate are subject
to restrictions on Beneficial 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) (a) no Person, other than an
Excepted Holder, shall Beneficially Own or Constructively Own shares of Capital
Stock in excess of the Aggregate Stock Ownership Limit, (b) no Person,
other than an Excepted Holder, shall Beneficially Own or Constructively Own
shares of Common Stock in excess of the Common Stock Ownership Limit and
(c) no Excepted Holder shall Beneficially Own or Constructively Own shares
of Capital Stock in excess of the Excepted Holder Limit for such Excepted
Holder; (ii) no Person shall Beneficially Own or Constructively Own shares of
Capital Stock to the extent that such Beneficial Ownership or Constructive
Ownership of Capital Stock would result in the Corporation (a) being “closely
held” within the meaning of Section 856(h) of the Code (without regard to
whether the ownership interest is held during the last half of a taxable year)
or (b) being treated as a “pension held REIT” within the meaning of Section
856(h)(3)(D) of the Code (without regard to whether the ownership interest is
held during the last half of a taxable year); (iii) no person shall Transfer
shares of Capital Stock to the extent such Transfer would result in the Capital
Stock being beneficially owned by fewer than one hundred (100) Persons
(determined under the principles of Section 856(a)(5) of the Code); (iv)
no Person shall Beneficially Own or Constructively Own shares of Capital Stock
to the extent such Beneficial Ownership or Constructive Ownership would cause
the Corporation to Constructively Own ten percent (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 Person shall
Beneficially Own or Constructively Own shares of capital stock to the extent
that such ownership would cause any independent contractor of the Corporation
to not be treated as such under Section 856(d)(3) of the Code; and (vi) no
Person shall Beneficially Own or Constructively Own shares of Capital Stock to
the extent such Beneficial Ownership or Constructive Ownership would otherwise
cause the Corporation to fail to qualify as a REIT.


 


Any Person who Beneficially Owns or Constructively
Owns (or attempts to Beneficially Own or Constructively Own) shares of Capital
Stock which causes or will 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 an attempted
transaction, to provide the Corporation with at least 15 days’ prior written
notice). If any of the restrictions on transfer or ownership are violated, the
shares of Capital Stock in excess or in violation will be automatically
transferred to a Trustee of a 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, 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 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 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.


 


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:


 


	
   

  	
   

  	
   

  	
   

  	
  UNIF
  GIFT MIN ACT —

  
	
  TEN
  COM

  	
  —

  	
  as
  tenants in common

  	
   

  	
   

  	
  Custodian

  	
   

  
	
  TEN
  ENT  

  	
  —

  	
  as
  tenants by the entireties

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
  JT
  TEN   

  	
  —

  	
  as
  joint tenants with right of

  	
   

  	
  under
  Uniform Gifts to Minors

  
	
   

  	
   

  	
  survivorship
  and not as tenants

  	
   

  	
   

  	
  Act
  

  	
   

  
	
   

  	
   

  	
  in
  common

  	
   

  	
   

  	
   

  	
  (State)

  
								



 


For
value received,                                   
hereby sells, assigns and transfers unto                       
(Please insert social security or other identifying number of assignee)                                                                                                
(Please print or typewrite name and address, including zip code, of assignee)                                   
Shares represented by the within Certificate, and does 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

  	
   

  	
   

  	
  X

  	
   

  
	
   

  	
   

  	
   

  	
  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 17-Ad.