EX-4.2



 Exhibit 4.2 

FORM OF CERTIFICATE FOR SHARES OF 7.50% 

SERIES B CUMULATIVE REDEEMABLE PERPETUAL PREFERRED STOCK 
  

			
	Number                     	  	                         Shares
		  	CUSIP 19624R 304

 SEE REVERSE FOR CERTAIN DEFINITIONS AND RESTRICTIONS 

COLONY FINANCIAL, INC. 
 a
Corporation Formed Under the Laws of the State of Maryland 
  

			
	THIS CERTIFIES THAT	 	  


 is the owner of
                                        
                                         
    
 FULLY PAID AND NONASSESSABLE SHARES OF 7.50% SERIES B CUMULATIVE REDEEMABLE PERPETUAL PREFERRED STOCK, LIQUIDATION PREFERENCE
$25.00 PER SHARE, $0.01 PAR VALUE PER SHARE, OF 
 COLONY FINANCIAL, INC. 

(the “Corporation”), transferable on the books of the Corporation by the registered 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 of the provisions of the charter of the Corporation (the “Charter”) and the Bylaws of the
Corporation and any amendments thereto. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. 
 Dated:
                     
  

							
	  
	 		  	  
	  	
	        Secretary	 		  	        President	  	

 Countersigned and Registered: 

American Stock Transfer & Trust Company, LLC 

Transfer Agent and Registrar 







 COLONY FINANCIAL, INC. 

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
 TEN ENT

JT TEN
	  	 -as tenants in common
 -as tenants by the
entireties
 -as joint tenants with right of survivorship and not as tenants in common
	  	UNIF GIFT MIN ACT-	  	
                     Custodian  
                   

(Cust)                       
              (Minor)
 under Uniform Gifts to Minors

Act of                     

              (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 7.50% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share, of the Corporation 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:                                     
                	 		 		 	
				
		 		 	X	 	  

				
		 		 	X	 	  

				
		 		 		 	NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

  

			
	Signature(s) Guaranteed
		
	By	 	  

	THE SIGNATURE(S) MUST 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








 The shares of Series B Preferred Stock represented by this certificate are subject to
restrictions on Beneficial Ownership, Constructive Ownership and Transfer. Subject to certain further restrictions and except as expressly provided in the Corporation’s Charter, (i) no Person may Beneficially Own or Constructively Own
shares of Series B Preferred Stock of the Corporation in excess of 9.8 percent (in value or number of shares, whichever is more restrictive) of the total outstanding shares of Series B Preferred Stock of the Corporation; (ii) no Person may
Beneficially Own or Constructively Own shares of the Corporation’s Capital Stock that would result in the Corporation owning (directly or indirectly) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the
income derived by the Corporation (either directly or indirectly through one or more partnerships or limited liability companies) from such tenant for the taxable year of the Corporation during which such determination is being made would reasonably
be expected to equal or exceed the lesser of (a) one percent (1%) of the Corporation’s gross income (as determined for purposes of Section 856(c) of the Code), or (b) an amount that would cause the Corporation to fail to
satisfy any of the gross income requirements of Section 856(c) of the Code; (iii) no Person may Beneficially Own Capital Stock that would result in the Corporation being “closely held” under Section 856(h) of the Internal
Revenue Code of 1986 (the “Code”) (without regard to whether the ownership interest is held during the last half of a taxable year) or otherwise cause the Corporation to fail to qualify as a real estate investment trust under the Code; and
(v) no Person may Transfer shares of Capital Stock if such Transfer would result in the Capital Stock of the Corporation being owned by fewer than 100 Persons (as determined under the principles of Section 856(a)(5) of the Code). Any
Person who Beneficially Owns or Constructively Owns, Transfers 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 set forth must immediately notify the Corporation. If certain of the restrictions on transfer or ownership are violated, the shares of Series B Preferred Stock represented hereby will be automatically
transferred to a Charitable 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. A Person who attempts to Beneficially Own or Constructively Own shares of Capital Stock in violation of the ownership limitations described above shall have no claim, cause of action, or any recourse whatsoever against a transferor of
such shares. All capitalized terms in this legend have the meanings defined in the Corporation’s Charter, 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 shares of Capital Stock of the Corporation on request and without charge.