EX-4.1



 





Exhibit 4.1



THE LP UNITS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT AS SET FORTH BELOW, BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS (A) IT
IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT , (B)
IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED) IN RULE 501(A)(1)(, (2), (3), (7) OR (8)
UNDER THE SECURITIES ACT) OR (C) HE OR SHE IS AN INDIVIDUAL “ACCREDITED INVESTOR” (AS DEFINED IN
RULE 501(A)(4), (5) OR (6) UNDER SECURITIES ACT; (2) AGREES THAT HE, SHE OR IT WILL NOT RESELL OR
OTHERWISE TRANSFER THE SECURITY EXCEPT (A) TO THE ISSUER THEREOF OF ANY SUBSIDIARY THEREOF, (B)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (D) TO AN ACCREDITED
INVESTOR THAT IS PURCHASING THE UNITS FOR HIS, HER OR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH
AN ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN
CONNECTION WITH, ANY DISTRIBUTION THEREOF (AND, IF REQUESTED, BASED ON AN OPINION OF COUNSEL
ACCEPTABLE TO US); OR (E) IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.



NO TRANSFER OF THE COMMON UNITS MAY BE MADE IN JAPAN EXCEPT FOR A TRANSFER BY A LIMITED PARTNER OF
THE COMMON UNITS TO A “QUALIFIED INSTITUTIONAL INVESTOR” (AS DEFINED IN ARTICLE 2, PARAGRAPH 3,
ITEM (1) OF THE SECURITIES AND EXCHANGE LAW OF JAPAN AND ARTICLE 4 OF THE CABINET ORDINANCE
CONCERNING DEFINITIONS UNDER ARTICLE 2 OF THE SECURITIES AND EXCHANGE LAW).



NO BENEFIT PLAN INVESTOR MAY ACQUIRE COMMON UNITS. PRIOR TO COMMON UNITS QUALIFYING AS A CLASS OF
“PUBLICLY-OFFERED SECURITIES” OR THE AVAILABILITY OF ANOTHER EXCEPTION UNDER THE PLAN ASSET
REGULATION, EACH COMMON UNITHOLDER THAT TAKES DELIVERY OF CERTIFICATES IN DEFINITIVE FORM WILL BE
REQUIRED TO REPRESENT AND WARRANT IN WRITING AT THE TIME IT ACQUIRES COMMON UNITS, AND EACH COMMON
UNITHOLDER THAT TAKES DELIVERY OF CERTIFICATES IN GLOBAL FORM OR WHOSE COMMON UNITS ARE HELD IN
BOOK-ENTRY FORM WILL BE DEEMED TO REPRESENT BY ITS PAYMENT OF CASH OR OTHER ADEQUATE CONSIDERATION
FOR PARTNERSHIP INTERESTS, AND HOLDING OF COMMON UNITS, THAT IT IS NOT A BENEFIT PLAN INVESTOR.
EACH SUBSEQUENT TRANSFEREE PURCHASING COMMON UNITS EVIDENCED BY CERTIFICATES IN PHYSICAL FORM SHALL
BE REQUIRED TO COMPLETE A LETTER SUBSTANTIALLY IN THE FORM OF ANNEX III TO THE PARTNERSHIP
AGREEMENT TRANSFERS OF COMMON UNITS TO BENEFIT PLAN INVESTORS WILL BE VOID AB INITIO.



THE LP UNITS EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO AND ENTITLED TO THE OBLIGATIONS AND
BENEFITS OF THE AGREEMENT OF LIMITED PARTNERSHIP, DATED JUNE 12, 2007, AS AMENDED, AND OF A CERTAIN
REGISTRATION RIGHTS AGREEMENT, DATED JUNE 12, 2007.




			
	 	 	 
	Number
	 	Common Units
	 	 	 
	 
	 	Cusip                     






TIPTREE FINANCIAL PARTNERS, L.P.

A LIMITED PARTNERSHIP FORMED

UNDER THE LAWS OF THE STATE OF DELAWARE




					
	 	 	 	 	 
	This is to certify that
	 	[                    ]	 	 
	 	 	 	 	 
	Is the registered holder of
	 	**                    **
	 	Common Units







          In accordance with Section 4.1 of the Amended and Restated Agreement of Limited Partnership of
Tiptree Financial Partners, L.P., as amended, supplemented or restated from time to time (the
“Partnership Agreement”), Tiptree Financial Partners, L.P., a Delaware limited partnership (the
“Partnership”), hereby certifies that the above stated holder (the “Holder”) is the registered
owner of the above specified Common Units representing limited partner interests in the Partnership
(the “Common Units”) transferable on the books of the Partnership, in person or by duly authorized
attorney, upon surrender of this Certificate properly endorsed and accompanied by a properly
executed application for transfer of the Common Units represented by this Certificate. The rights,
preferences and limitations of the Common Units are set forth in, and this Certificate and the
Common Units represented hereby are issued and shall in all respects be subject to the terms and
provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and
will be furnished without charge on delivery of written request to the Partnership at, the
principal office of the Partnership located at 767 Third Avenue, 11th Floor, New York, New York
10017. Capitalized terms used herein but not defined shall have the meanings given them in the
Partnership Agreement.




          The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and
agreed to become, a Limited Partner and to have agreed to comply with and be bound by and to have
executed the Partnership Agreement, (ii) represented and warranted that the Holder has all rights,
power and authority and, if an individual, the capacity necessary to enter into the Partnership
Agreement, (iii) granted the powers of attorney provided for in the Partnership Agreement and (iv)
made the waivers and given the consents and approvals contained in the Partnership Agreement.




          Except as otherwise provided in the Partnership Agreement, this Certificate shall not be valid
for any purpose unless it has been countersigned and registered by the Transfer Agent and
Registrar.




          In Witness Whereof, the Partnership, has caused this Certificate to be signed by its duly
authorized officers.




	 	 	 	 	 	 	 
	COUNTERSIGNED AND REGISTERED BY:	 	 	 	 
	THE BANK OF NEW YORK, New York	 	 	 	 
	AS TRANSFER AGENT AND REGISTRAR	 	 	 	 
	 
	 	 	 	 	 	 
	BY:
	 	 	 	 	 	 
	 

	 	AUTHORIZED OFFICER
	 	CO-CHIEF EXECUTIVE OFFICER
	 	SECRETARY






 









 






ABBREVIATIONS




          The following abbreviations, when used in the inscription on the face of this Certificate,
shall be construed as follows according to applicable laws or regulations:




	 	 	 	 	 	 	 	 	 
	TEN COM	 	—	 	as tenants in common	 	UNIF GIFT/TRANSFERS MIN ACT
	TEN ENT	 	—	 	as tenants by the entireties	 	Custodian

	 

	 	 	 	 	 	(Cust)
	 	(Minor)
	JT	 	—	 	as joint tenants with right of	 	Under Uniform Gifts/Transfers to
	 	 	 	 	survivorship and not as tenants in common	 	Minors Act

	 

	 	 	 	 	 	State






Additional abbreviations, though, not in the above list, may also be used




ASSIGNMENT OF COMMON UNITS

in

TIPTREE FINANCIAL PARTNERS, L.P.




     FOR VALUE RECEIVED,
                      
                  
                  
 hereby assigns, conveys, sells and transfers unto



 
(Please print or typewrite name and address of Assignee)




 
(Please insert Social Security or

other identifying number of Assignee)




                   
                    
                  
  Common Units
representing limited partner interests evidenced by this Certificate, subject to the Partnership
Agreement, and does hereby irrevocably constitute and appoint




                   
                     
                  
  As its
attorney-in-fact with full power of substitution to transfer the same on the books of Tiptree
Financial Partners, L.P.




	 	 	 
	Date:


	 	NOTE: The signature to any
endorsement hereon must correspond
with the name as written, upon the
face of this Certificate in every
particular, without alteration,
enlargement or change.
	 
	 	 
	SIGNATURE(S) MUST BE GUARANTEED BY A
MEMBER OF THE NATIONAL ASSOCIATION
OF SECURITIES DEALERS, INC. OR BY A
COMMERCIAL BANK OR TRUST COMPANY

	 	

 
(Signature)



 
(Signature)





SIGNATURE(S) GUARANTEED
 





          No transfer of the Common Units evidenced hereby will be registered on the books of the
Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered
for registration or transfer.