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  Exhibit 4.1    
    

 






			
	RIGHTS CERTIFICATE #:	 	NUMBER OF RIGHTS




 

 THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY'S PROSPECTUS

DATED                        , 2012 (THE "PROSPECTUS") AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF

THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM PHOENIX ADVISORY PARTNERS, THE INFORMATION AGENT. 



ML MACADAMIA ORCHARDS, L.P.
  Incorporated under the laws of the State of Delaware  


NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE  


Evidencing Non-Transferable Subscription Rights to Purchase Depositary Receipts Representing Class A Units 


Subscription
Price: $            per Depositary Receipt 


THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M.,

NEW YORK CITY TIME, ON                        , 2012  


 REGISTERED

OWNER:  


THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of non-transferable subscription rights ("Rights") set forth
above, each of which entitles the owner to subscribe for and purchase one Depositary Receipt, representing limited partnership interests in ML Macadamia Orchards, L.P., a master limited
partnership organized under the laws of Delaware, on the terms and subject to the conditions set forth in the Prospectus and instructions relating hereto on the reverse side hereof and in the
instructions as to the use of this certificate included in this mailing. The Rights represented by this Rights Certificate may be exercised by duly completing Form 1 and any other appropriate
forms on the reverse side hereof and by retuning the full payment of the subscription price for each Depositary Receipt in accordance with the "Instructions as to Use of ML Macadamia
Orchards, L.P. Rights Certificates" that accompany this Rights Certificate. 


This
Rights Certificate is not valid unless countersigned by the subscription agent and registered by the registrar. Witness the seal of ML Macadamia Orchards, L.P. and the signatures of its
duly authorized officers. 


Dated: 

 






			
	 







 	 	 







 
	 President, Chief Executive Officer

and Principal Executive Officer
	 	Chief Financial Officer

and Principal Accounting Officer




 

  


 






			
	  COUNTERSIGNED AND REGISTERED:

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

(New York, N.Y.)







 


 






					
	 	 	 	 	TRANSFER AGENT

AND REGISTRAR
	
 By:	
 	




 	
 	

 
	 	 	 	 	AUTHORIZED SIGNATURE




 

 










































 
DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE 


Delivery
other than in the manner or to the addresses listed below will not constitute valid delivery. 

 






			
	 If delivering by mail:

American Stock Transfer & Trust Company, LLC

Operations Center

Attn: Reorganization Department

P. O. Box 2042

New York, New York 10272-2042
	 	 If delivering by hand, express mail or overnight courier:

American Stock Transfer & Trust Company, LLC

Operations Center

Attn: Reorganization Department

6201 15th Avenue

Brooklyn, New York 11219




 

 PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.  


 FORM 1-EXERCISE OF SUBSCRIPTION RIGHTS  


To
subscribe for Depositary Receipts pursuant to your Basic Subscription Right, please complete lines (a) and (b) and sign under Form 3 below. To the extent you subscribe for more
Depositary Receipts than you are entitled under the Basic Subscription Right, you will be deemed to have elected to purchase the maximum number of Depositary Receipts for which you are entitled to
subscribe under the Basic Subscription Right, as applicable.  


	(a)
	EXERCISE
OF BASIC SUBSCRIPTION RIGHT: 



I
apply for                                      Depositary
Receipts × $                                    
 =
$                        

(no. of new Depositary Receipts)
                                         
  (subscription price)        (amount enclosed)



	(b)
	Total
Amount of Payment Enclosed = $                         



METHOD OF PAYMENT (CHECK ONE) 


	o
	Check
or bank draft payable to "American Stock Transfer & Trust Company, LLC as Subscription
Agent."



	o
	Wire
transfer of immediately available funds directly to the account maintained by American Stock
Transfer & Trust Company, LLC, as Subscription Agent, for purposes of accepting subscriptions in this Rights Offering at JPMorgan Chase Bank, ABA #021000021, Account #
530-354624 Beneficiary: American Stock Transfer Reference: "AST for ML Macadamia:, JP Morgan Chase swift code is CHASUS33, with reference to the rights holder's name. 



 FORM 2-DELIVERY TO DIFFERENT ADDRESS  


If
you wish for the Depositary Receipts underlying your subscription rights to be delivered to an address different from that shown on the face of this Rights Certificate, please enter the alternate
address below, sign under Form 3 and have your signature guaranteed under Form 4. 



















 FORM 3-SIGNATURE  


I
acknowledge that I have received the Prospectus for this offering and I hereby irrevocably subscribe for the number of Depositary Receipts indicated above, all on the terms and conditions specified
in the Prospectus. 

 






			
	 






 Signature(s) of Subscriber(s)

	 	 



 

 





IMPORTANT:    THE SIGNATURE(S) MUST CORRESPOND IN EVERY PARTICULAR, WITHOUT ALTERATION, WITH THE NAME(S) AS PRINTED ON THE FRONT OF THIS RIGHTS
CERTIFICATE.


If
signature is by trustee(s), executor(s), administrator(s), guardian(s), attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in a fiduciary or
representative capacity, please provide the following information (please print). See the instructions. 

 






					
	 Name(s):
	 	  
	 	 



 

  


 






					
	 Capacity (Full Title):
	 	 	 	 



 

  FORM 4-SIGNATURE GUARANTEE  



This
form must be completed if you have completed any portion of Form 2. 

 






					
	 Signature Guaranteed:
	 	 	 	 
	 
	 	(Name of Bank or Firm)	 	 



 

  


 






					
	 By:
	 	 	 	 
	 
	 	(Signature of Officer)	 	 



 

 IMPORTANT:    The
signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an
approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. 


FOR
INSTRUCTIONS ON THE USE OF ML MACADAMIA ORCHARDS, L.P. RIGHTS CERTIFICATES, CONSULT PHOENIX ADVISORY PARTNERS, THE INFORMATION AGENT, AT (877) 478-5038. 











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Exhibit 4.1