EX-4.1





 EXHIBIT 4.1



COMMON STOCK CERTIFICATE




	 	 	 	 	 	 	 
	CERTIFICATE No.

	 	TRANSFER No
	 	L/A Code     INVESTOR Code     DATE
	 	     NUMBER OF SHARES
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Shares of Common
	 

	 	 	 	 	 	Stock of $0.0001 each






TITANIUM
ASSET MANAGEMENT CORP.

(Incorporated in Delaware under the General Corporation Law of the State of Delaware)




Reg S Common Stock Certificate



THIS IS TO CERTIFY that the undermentioned is/are the registered holder(s) of Shares of Common
Stock of $0.0001 each fully paid in TITANIUM ASSET MANAGEMENT CORP. Subject to the Certificate of
Incorporation and the Bylaws of the Company




	 	 	 
	NAME(S) OF HOLDER(S)
	 	NUMBER OF SHARES





PRIOR TO INVESTING IN THE SECURITIES OR CONDUCTING ANY TRANSACTIONS IN THE SECURITIES, INVESTORS
ARE ADVISED TO CONSULT PROFESSIONAL ADVISERS REGARDING THE RESTRICTIONS ON TRANSFER SUMMARIZED
BELOW AND ANY OTHER RESTRICTIONS.



THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND IS A
RESTRICTED SECURITY (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT). THIS SECURITY MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. HEDGING TRANSACTIONS INVOLVING THIS SECURITY MAY NOT BE CONDUCTED DIRECTLY OR
INDIRECTLY, UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. EACH PURCHASER OF THIS SECURITY IS HEREBY
NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A OR REGULATION S THEREUNDER.



THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE OF THE
UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT,
(III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED
TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A)
ABOVE.



THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS WHICH REQUIRE
THAT IN ADDITION TO ANY CERTIFICATIONS REQUIRED FROM A TRANSFEROR AS SET FORTH ON THE REVERSE OF
THIS CERTIFICATE, PRIOR TO THE EXPIRATION OF A DISTRIBUTION COMPLIANCE PERIOD OF AT LEAST ONE YEAR,
THE TRANSFEREE CERTIFIES AS TO WHETHER OR NOT IT IS A U.S. PERSON
WITHIN THE MEANING OF REGULATION S AND MUST PROVIDE CERTAIN OTHER CERTIFICATIONS AND AGREEMENTS.














	 	 	 
	President      
	 	Secretary      







	 	NOTE: 	 	 Any change in the ownership of the above (either in total or in part) will be registered
only if both the transfer and this certificate are lodged with the Company’s Registrar: Capita
Registrars (Jersey) Limited, Victoria Chambers, Liberation Square, 1/3 The Esplanade, St
Helier, Jersey JE2 3QA





THIS DOCUMENT IS VALUABLE AND SHOULD BE KEPT IN A SAFE PLACE









Printed
by Capita Design & Print – TITANIUM ASSET MANAGEMENT CORP.  3/07 48600




PLEASE
DO NOT DETACH THIS COUNTERFOIL UNLESS YOU WISH TO NOTIFY A CHANGE OF ADDRESS




Change of Address      Holder Ref:


Please change the address of my / our holding to:




	 	 	 	 	 	 	 
	TITANIUM ASSET MANAGEMENT CORP.

	 	Name
	 	 

	 	 
	SHARES OF COMMON STOCK OF $0.0001 EACH
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Address
	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Address
	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	County
	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Postcode
	 	 

	 	 






	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Signed
	 	 

	 	Date
	 	 

	 	 
	 
	 	 	Return To:Capita
Registrars (Jersey) Limited, Victoria Chambers, Liberation Square,
1/3 The Esplanade, St Helier, Jersey JE2 3QA	 	 







T256/01











 




This Common Stock Certificate and the shares of common stock represented hereby shall be held
subject to all of the provisions of the Certificate of Incorporation and the By-laws of the Company
and any amendments thereto, a copy of each of which is on file at the office of the Company and
made a part hereof as fully as though the provisions of said Certificate of Incorporation and
By-laws were imprinted in full on this Common Stock Certificate, to all of which the holder of this
Common Stock Certificate, by acceptance hereof, assents and agrees to be bound. The Company will
furnish without charge to each shareholder who so requests a copy of the Certificate of
Incorporation and the By-laws of the Company.



In connection with any transfer of this Common Stock Certificate to be consummated prior to (i) the
second anniversary of the later of the date the shares of Common Stock were acquired from the
Company or from an affiliate of the Company (the “Two Year 144 Anniversary”), if the Holder has not
been an affiliate of the Company, or (ii) the later of (x) the Two Year 144 Anniversary and (y)
three months after the Holder ceases to be an affiliate, if the Holder has been an affiliate of the
Company, the Holder will be required to certify to one of the following:





(a) This Common Stock Certificate is being transferred to the Company.




(b) This Common Stock Certificate is being transferred pursuant to an effective registration
statement under the Securities Act and in accordance with any applicable laws of the United
States and any state of the United States.




(c) (i) This Common Stock Certificate is being transferred in an offshore transaction not subject
to the registration requirements of the Securities Act, by virtue of Regulation S thereunder;
(ii) the offer of the Common Stock was not made to a person in the United States; (iii) (A) at
the time the buy order was originated, the Transferee was outside the United States or the
Holder and any person acting on its behalf reasonably believed that the Transferee was outside
the United States or (B) the transaction is executed in, on or through the facilities of the
AIM Market operated by London Stock Exchange plc, and neither the Holder nor any person acting
on its behalf knows that the transaction has been pre-arranged with a buyer in the United
States; (iv) no directed selling efforts have been made in contravention of the requirements
of Regulation S; (v) the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act; (vi) if applicable, in the case of a transfer by a Holder
who is a dealer or a person receiving a selling concession, fee or other remuneration in
connection with such transfer, such Holder has complied with the additional conditions set
forth in Rule 904(b) of Regulation S, and (vii) the Holder has complied with all applicable
additional requirements imposed by Rule 903 of Regulation S.




(d) This Common Stock Certificate is being transferred pursuant to an exemption from registration
under the Securities Act in compliance with Rule 144, if applicable, under the Securities Act
and is in accordance with applicable US state securities laws and in relation to which the
Holder has furnished to the Company an opinion to such effect from counsel of recognized
standing in form and substance satisfactory to the Company prior to such offer, sale, pledge
or transfer.




(e) This Common Stock Certificate is being transferred to a person whom the Holder reasonably
believes is a qualified institutional buyer (as defined in Rule 144A under the Securities Act)
in a transaction meeting the requirements of Rule 144A and is in accordance with applicable US
state securities laws.


In addition, in connection with any transfer of this Common Stock Certificate to be consummated
prior to one year after the later of (i) the time when the shares of Common Stock were first
offered to persons other than distributors in reliance upon Regulation S or (ii) the date of
closing of the offering of Common Stock, the Holder will be required to certify that:





it has complied with all additional requirements imposed by Rule 903 of Regulation S, including
procuring a written declaration from the transferee stating, among other things, that (A)
either (i) the transferee is a US person and the transaction is being conducted under the
exemption from registration provided by rule 144A under the Securities Act or (ii) the
transferee is not a US person within the meaning of Regulation S and (B) the transferee agrees
to be bound by the provisions of Rule 903 of Regulation S regarding resales and hedging
activities. A form of such written declaration is available from the Company’s Transfer Agent.


The Company may determine to extend or shorten the certification periods set forth above in
accordance with applicable law.



The Transfer Agent shall not be obligated to register this Common Stock Certificate in the name of
any person other than the Holder thereof unless and until the conditions to any such transfer of
registration set forth herein and on the face hereof shall have been satisfied.



Assignment and transfer of this Common Stock Certificate shall not be effected by an endorsement on
this certificate, but by execution and delivery of a separate stock transfer form, which may be
obtained from the Company’s Transfer Agent.



Unless otherwise specified, terms used in this certificate have the meanings set forth in
Regulation S. Transferee and the Issuer are entitled to rely upon this certificate and are
irrevocably authorized to produce this certificate or a copy hereof to any interested party in any administrative or legal proceeding
or official inquiry with respect to the matters covered hereby.



THIS SECURITY MAY NOT BE ACQUIRED, HELD BY, OR TRANSFERRED TO (I) AN EMPLOYEE BENEFIT PLAN THAT IS
SUBJECT TO ERISA, (II) A PLAN, INDIVIDUAL RETIREMENT ACCOUNT AND OTHER ARRANGEMENT (U.S. OR NON-US)
THAT ARE SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR TO OTHER U.S. OR NON-U.S. LAWS THAT
ARE SUBSTANTIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE (COLLECTIVELY A “PLAN”)
OR (III) AN ENTITY THE UNDERLYING ASSETS OF WHICH ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF SUCH
PLANS, ACCOUNTS AND ARRANGEMENTS AND WHICH HAVE PURCHASED THIS SECURITY ON BEHALF OF, OR WITH “PLAN
ASSETS” OF, ANY PLAN.



Transfers of this security or any interest herein to a person using assets of a Plan to purchase or
hold this security or any interest herein will be void and of no force and effect and will not
transfer any rights to such person notwithstanding any instruction to the contrary to the Company
or any of its agents. The foregoing legend relating to plans and plan assets may be removed if
determined by the Company in accordance with applicable law.