exv4w3



 






Exhibit 4.3




FORM OF RIGHTS CERTIFICATE




Certificate No.                                                                                                                                                                       Rights




     NOT EXERCISABLE AFTER THE EXPIRATION DATE (AS DEFINED IN THE RIGHTS AGREEMENT REFERRED TO
BELOW). THE RIGHTS ARE SUBJECT TO REDEMPTION OR EXCHANGE, AT THE OPTION OF THE COMPANY, ON THE
TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS
AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR
ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER
CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND
VOID.



Rights Certificate




VESTIN REALTY TRUST II, INC.




     This certifies that ___, or registered assigns, is the registered holder of
the number of Rights set forth above, each of which entitles the registered holder thereof, subject
to the terms and conditions of the Rights Agreement dated as of ___, 2005, as amended from
time to time (the “Rights Agreement”) (terms defined therein being used herein with the same
meaning unless otherwise defined herein), between Vestin Realty Trust II, Inc., a Delaware
corporation (the “Company”), and StockTrans, Inc., as Rights Agent (which term shall include any
successor Rights Agent under the Rights Agreement), to purchase from the Company at any time after
the Distribution Date and prior to the Expiration Date, at the office of the Rights Agent, one
one-thousandth of a fully paid and nonassessable share of Series A Preferred Stock, par value
$0.0001 per share (the “Preferred Stock”), of the Company at the Purchase Price initially of Ten
Dollars ($10.00) per one one-thousandth share of Preferred Stock (each such one one-thousandth of a
share being a “Unit”), upon presentation and surrender of this Rights Certificate with the Election
to Purchase and related certificate duly executed. The number of Rights evidenced by this Rights
Certificate (and the number and kind of shares which may be purchased upon exercise thereof) and
the Purchase Price per Unit set forth above, are the number and Purchase Price as of ___,
2005, based on the Preferred Stock as constituted at such date.



     Upon the occurrence of a Section 11(a)(ii) Event, if the Rights evidenced by this Rights
Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any
such Acquiring Person or (ii) under certain circumstances described in the Rights Agreement, a
direct or indirect transferee of any such Acquiring Person, Associate or Affiliate, including a
transferee of any person who, after such transfer, becomes an Acquiring Person or an Affiliate or
Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall
have any right with respect to such Rights from and after the occurrence of such Section 11(a)(ii)
Event.



     In certain circumstances described in the Rights Agreement, the Rights evidenced hereby may
entitle the registered holder thereof to purchase capital stock of an
entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights
Agreement.



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     As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of
Preferred Stock or other securities which may be purchased upon the exercise of the Rights
evidenced by this Rights Certificate are subject to modification and adjustment upon the happening
of certain events, including a Triggering Event.



     This Rights Certificate is subject to all of the terms and conditions of the Rights Agreement,
which terms and conditions are hereby incorporated herein by reference and made a part hereof and
to which Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the
Company and the holders of the Rights Certificates, which limitations of rights include the
temporary suspension of the exercisability of such Rights under the specific circumstances set
forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office
of the Rights Agent and are available from the Rights Agent upon written request.



     This Rights Certificate, with or without other Rights Certificates, upon surrender at the
office of the Rights Agent designated for such purpose, may be exchanged for another Rights
Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights
equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates
surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be
entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for
the number of whole Rights not exercised.



     Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate
may be redeemed by the Company under certain circumstances at its option at a redemption price of
$0.001 per Right (as such amount may be adjusted pursuant to the Rights Agreement), at any time
prior to the earlier of the Close of Business on (i) the tenth business day following the Stock
Acquisition Date and (ii) the Final Expiration Date. The Rights will not be exercisable until such
time as the Company’s right of redemption has expired. In addition, subject to the provisions of
the Rights Agreement, the Rights may be exchanged, in whole or in part, for Units of Preferred
Stock or shares of the Common Stock of the Company. Immediately upon the action of the Board of
Directors of the Company authorizing any such exchange, and without any further action or any
notice, the Rights (other than Rights which are not subject to such exchange) will terminate and
the Rights will only enable holders to receive the shares issuable upon such exchange.



     No fractional shares of Preferred Stock will be issued upon the exercise of any Right or
Rights evidenced hereby (other than fractions which are integral multiples of one one-thousandth of
a share of Preferred Stock, which may, at the election of the Company be evidenced by depositary
receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement.



     No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends
or be deemed for any purpose the holder of Preferred Stock or of any other securities which may at
any time be issuable on the exercise hereof, nor shall anything contained in the Rights



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Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights
of a stockholder of the Company or any right to vote for the election of directors or upon any
matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting stockholders (except
as provided in the Rights Agreement), or to receive dividends of subscription rights, or otherwise,
until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the
Rights Agreement.




     This Rights Certificate shall not be valid or obligatory for any purpose until it shall have
been countersigned by the Rights Agent.



     WITNESS the facsimile signature of the proper officers of the Company. Dated as of ___
___, 2005



	 	 	 	 	 
	 	VESTIN REALTY TRUST II, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Secretary 	 
	 


Countersigned:



STOCKTRANS, INC.



as Rights Agent




	 	 	 	 	 
	By:
	 	 	 	 
	 	 	 	 	 
	 

	 	   Name:	 	 
	 

	 	   Title:	 	 







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(Form of Reverse Side of Rights Certificate)




FORM OF ASSIGNMENT




(To be executed by the registered holder if such holder desires to

transfer the Rights Certificate.)




     FOR
VALUE RECEIVED ______ hereby sells, assigns and transfers unto:
______
(Please print name and address of transferee) this Rights Certificate, together with all right,
title and interest therein, and does hereby irrevocably constitute and appoint
______ Attorney, to transfer the within Rights Certificate on the books of the
within-named Company, with full power of substitution.



	 	 	 
	 

	 	Dated:                                                              ,                     
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	Signature
	 
	 	 
	 

	 	Signature Guaranteed:






Certificate




     The undersigned hereby certifies by checking the appropriate boxes in (1) and (2) that:



     (1) this Rights Certificate [ ] is [ ] is not being sold, assigned and transferred by or on
behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such
Acquiring Person (as such terms are defined in the Rights Agreement); and



     (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not
acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently
became an Acquiring Person or an Affiliate or Associate of an Acquiring Person.



	 	 	 
	 

	 	Dated:                                                              ,                     
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	Signature
	 
	 	 
	 
	 	 
	 

	 	Signature Guaranteed:







 









 








NOTICE




     The signature to the foregoing Assignment and Certificate must correspond to the name as
written upon the face of this Rights Certificate in every particular, without alteration or
enlargement or any change whatsoever.



     Signatures must be guaranteed by an approved eligible financial institution acceptable to the
Rights Agent in its sole discretion or by a participant in the Securities Transfer Agents Medallion
Program, the Stock Exchange Medallion Program or the New York Stock Exchange Medallion Program.



     In the event the certification set forth above is not completed, the Company will deem the
Beneficial Owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an
Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and, in the case
of an Assignment, will affix a legend to that effect on any Rights Certificates issued in exchange
for this Rights Certificate.




 









 








FORM OF ELECTION TO PURCHASE




(To be executed if the registered holder desires to exercise

Rights represented by the Rights Certificate.)




To: VESTIN REALTY TRUST II, INC.




     The
undersigned hereby irrevocably elects to exercise ______ Rights represented
by this Rights Certificate to purchase the Units of Preferred Stock issuable upon the exercise of
the Rights (or such other securities of the Company or of any other person or other property which
may be issuable upon the exercise of the Rights) and requests that certificates for such Units (or
such other securities) be issued in the name of and delivered to: ______
(Please print name and address) ______
(Please insert social security or other identifying number).



     If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a
new Rights Certificate for the balance of such Rights shall be registered in the name of and
delivered to: ______ (Please print name and address) ______(Please insert social security or other
identifying number).



	 	 	 
	 

	 	Dated:                                                              ,                     
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	Signature
	 
	 	 
	 
	 	 
	 

	 	Signature Guaranteed:







 









 








Certificate




     The undersigned hereby certifies by checking the appropriate boxes in (1) and (2) that:



     (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or
on behalf of a Person who is or was an Acquiring Person or an Affiliate or an Associate thereof (as
such terms are defined in the Rights Agreement); and



     (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not
acquire the Rights evidenced by this Rights Certificate from any person who is, was or subsequently
became an Acquiring Person or an Affiliate or Associate thereof.



	 	 	 
	 

	 	Dated:                                                              ,                     
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	Signature
	 
	 	 
	 
	 	 
	 

	 	Signature Guaranteed:






NOTICE




     The signature in the foregoing Election to Purchase and Certificate must conform to the name
as written upon the face of this Rights Certificate in every particular, without alteration or
enlargement or any change whatsoever.



     Signatures must be guaranteed by an approved eligible financial institution acceptable to the
Rights Agent in its sole discretion or by a participant in the Securities Transfer Agents Medallion
Program, the Stock Exchange Medallion Program or the New York Stock Exchange Medallion Program.



     In the event the certification set forth above is not completed, the Company will deem the
Beneficial Owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an
Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and the election
to purchase will not be honored.