ex4-1.htm


    Exhibit
4.1

     

    Subscription
Rights Certificate Number:

    Number
of Common Shares and Common

    Share Equivalents Held on Record
Date:

    Number
of Rights Represented by this

    Subscription Rights
Certificate:

    Maximum
Number of Convertible Preferred

    Shares for which You May
Subscribe:

     

    CENTERLINE
HOLDING COMPANY

     

    

     

    SUBSCRIPTION
RIGHTS CERTIFICATE TO SUBSCRIBE FOR 11.0% CUMULATIVE CONVERTIBLE PREFERRED
SHARES, SERIES A-1

    FOR
HOLDERS OF RECORD

    OF
COMMON SHARES OR COMMON SHARE EQUIVALENTS ON FEBRUARY 4, 2008 (THE “RECORD
DATE”).

     

    EXERCISABLE
ON OR BEFORE 5:00 P.M., EASTERN TIME, ON APRIL 4, 2008, UNLESS EXTENDED BY
THE COMPANY (THE “EXPIRATION TIME”)

     

    Centerline
Holding Company, a Delaware statutory trust (the “Company”), is conducting a
rights offering (the “Rights Offering”), which entitles the holders of eligible
securities (as defined in the prospectus supplement dated March 7,
2008 (the “Prospectus”)) to receive subscription rights for eligible securities
held by them at the close of business on the Record Date. As the registered
owner of this certificate (the “Subscription Rights Certificate”), you are the
owner of the number of subscription rights (each a “Right”) shown above. Six
Rights entitle you to subscribe for one 11.0% cumulative convertible preferred
share, series A-1 (each a “Convertible Preferred Share”) of the Company
(the “Subscription Privilege”). You may subscribe for such Convertible Preferred
Shares at the subscription price of $11.70 per share (the “Subscription
Price”).

     

    Set forth
above is the number of Rights evidenced by this Subscription Rights Certificate
that you are entitled to exercise pursuant to your Subscription Privilege. You
have been issued one Right for each common share and common share equivalent (as
defined in the Prospectus) that you held at the close of business on the Record
Date. FOR A MORE COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THE RIGHTS
OFFERING, PLEASE REFER TO THE PROSPECTUS, WHICH IS INCORPORATED HEREIN BY
REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM THE
INFORMATION AGENT, THE ALTMAN GROUP, INC.

     

    THIS
SUBSCRIPTION RIGHTS CERTIFICATE AND THE RIGHTS HEREUNDER ARE NON-TRANSFERABLE,
EXCEPT AS DISCLOSED IN THE PROSPECTUS.

     

    SUBSCRIPTION
FOR SHARES: To subscribe for Convertible Preferred Shares pursuant to your
Subscription Privilege, please complete all applicable information on the
reverse side of this Subscription Rights Certificate.

     

     (Complete
appropriate lines and section on reverse side of this Subscription Rights
Certificate.)

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        
          

        

      

      Payment of Shares: Full
payment for Subscription Privilege shares must accompany your completed
Subscription Rights Certificate (or Notice of Guaranteed Delivery) before the
Expiration Time. Please see the procedures described in the Prospectus under
“The Rights Offering—Guaranteed Delivery Procedures” if you are utilizing the
Notice of Guaranteed Delivery method. Please reference your Subscription Rights
Certificate Number shown above on your certified check, cashier’s check, money
order or Notice of Guaranteed Delivery.

      
        
 

    

    Please
send your completed Subscription Rights Certificate (or Notice of Guaranteed
Delivery) and payment to the following:

     

    To:

    
      	 	
              BY
      UNITED STATES MAIL:

               

              Centerline
      Holding Company

              c/o
      Computershare Trust Company, N.A.     

              P.O.
      Box 859208

              Braintree,
      MA  02185-9208

              Attention:
      Voluntary Corporate Actions

            	
              BY
      OVERNIGHT COURIER:

               

              Centerline
      Holding Company

              c/o
      Computershare Trust Company, N.A.

              161
      Bay State Drive

              Braintree,
      MA  02184

              Attention:
      Voluntary Corporate Actions

            


    

     

     

    
      PLEASE
FILL IN ALL APPLICABLE INFORMATION

       

      
        	
                A.    Subscription
      Privilege(1)
(6
      Rights = 1 Convertible Preferred Share)    
      

                 

              	
                       
                                  
(No.
      of Shares)

              	
                    
      X     

              	
                    
      $     

              	
                     
                
      $11.70           
      

                (Price
      Per Share)

              	
                    
      =     

              	
                    
      $     

              	
                                                           
(Purchase
      Price)(2)

              


      

      
        	
                (1)

              	
                As
      described in the Prospectus, you must exercise enough Rights to purchase
      at least one whole Convertible Preferred
Share.

              


      

      
        	
                (2)

              	
                Enclosed herewith or previously
      sent with Notice of Guaranteed
Delivery.

              


      

       

      TO
SUBSCRIBE: I hereby irrevocably subscribe for the number of Convertible
Preferred Shares indicated in line “A” above upon the terms and conditions
specified in the Prospectus relating thereto, receipt of which is
acknowledged.

       

      


                                  

      Signature(s)
of Subscriber(s)

       

                                  

      Address
for delivery of a direct registration system (DRS) statement if other than shown
on front

       

      If
permanent change of address, check here   o

       

      Please
give your telephone number (     )                        

       

      Please
give your email address:                   
 

       

      
        	
                If
      you are signing in your capacity as a trustee, executor, administrator,
      guardian, attorney-in-fact, agent, officer of a corporation or another
      acting in a fiduciary or representative capacity, please provide the
      following information:

                 

              
	
                Name:                                 

              	 
      
	 
      	 
      
	
                Capacity:                                   

              	 
      
	 
      	 
      
	
                Telephone
      Number:                         

              	 
      


      

      


      IMPORTANT:
Signature guarantee by (a) a commercial bank or trust company; (b) a member firm
of a domestic stock exchange; or (c) a savings bank or credit union, is required
if this Subscription Rights Certificate is not registered in your name or you
are not an eligible institution:

       

      
        	
                Signature: 

              	 
	 	
                (Name
      of Bank or Firm) 

              
	 	 
	
                Guaranteed
      By: 

              	 
	 	
                (Signature/Title)