exv4w1



 






EXHIBIT 4.1




[Form of certificate representing common stock]




			
	

Number
	 	Shares of

Common Stock, par value

$0.01 per share






TMSF REIT, INC.




Incorporated Under the Laws of the State of Maryland



See Reverse for Important Notice on

Transfer Restrictions and Other Information




     This is to certify that                                          is the
owner of                                          fully paid and
non-assessable shares of the common stock, $0.01 par value, of TMSF REIT, Inc. (the “Corporation”),
transferable on the books of the Corporation by the holder hereof in person or by duly authorized
attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares
represented hereby are issued and shall be held subject to all the provisions of the Articles of
Incorporation and the Bylaws of the Corporation and all amendments thereto (copies of which are on
file at the office of the Corporation), to all of which the holder of this Certificate by
acceptance hereof assents. This Certificate is not valid unless countersigned by the Transfer Agent
and registered by the Registrar.



     WITNESS, the facsimile seal of the Corporation and the facsimile signatures of its duly
authorized officers.



Dated:




	 	 	 
	

	[SEAL] 	 

	Assistant Secretary

	 	Chairman of the Board of Directors,

Chief Executive Officer, President,
and Secretary






COUNTERSIGNED AND REGISTERED:

     INTERWEST TRANSFER COMPANY, INC.

     TRANSFER AGENT AND REGISTRAR




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 






 









 






     THE CORPORATION IS AUTHORIZED TO ISSUE SHARES OF CAPITAL STOCK OF MORE THAN ONE CLASS,
CONSISTING OF COMMON STOCK AND ONE OR MORE CLASSES OF PREFERRED STOCK. THE BOARD OF DIRECTORS IS
AUTHORIZED TO DETERMINE THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF THE
PREFERRED STOCK BEFORE THE ISSUANCE OF SHARES OF SUCH CLASS OF PREFERRED STOCK. THE CORPORATION
WILL FURNISH TO ANY STOCKHOLDER OF THE CORPORATION UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY
OF THE CORPORATION’S ARTICLES OF INCORPORATION, AS AMENDED, AND A FULL STATEMENT OF (1) THE
DESIGNATIONS AND ANY REFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS,
LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE SHARES OF
EACH CLASS WHICH THE CORPORATION IS AUTHORIZED TO ISSUE; AND (2) IF THE CORPORATION IS AUTHORIZED
TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES, A FULL STATEMENT OF (A) THE DIFFERENCES IN THE
RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT THEY HAVE BEEN SET;
AND (B) THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET THE RELATIVE RIGHTS AND PREFERENCES OF
SUBSEQUENT SERIES. REQUESTS FOR SUCH WRITTEN STATEMENT MAY BE DIRECTED TO THE SECRETARY OF THE
CORPORATION AT ITS PRINCIPAL OFFICE.



     THE SHARES OF CAPITAL STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS
ON TRANSFER FOR THE PURPOSE OF THE CORPORATION’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE
INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THESE RESTRICTIONS ARE SET
FORTH IN THE CORPORATION’S ARTICLES OF INCORPORATION, AS AMENDED, AND BYLAWS, AS AMENDED, COPIES OF
WHICH WILL BE FURNISHED TO EACH STOCKHOLDER ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH
WRITTEN STATEMENT MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE.



     The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:





TEN COM – as tenants in common



TEN ENT – as tenants by their entireties



JT TEN – as joint tenants with right of
survivorship and not as tenants
in common







UNIF GIFTS MIN ACT




Custodian


 





(Cust)                              (Minor)




Under Uniform Gifts to Minors Act




 




(State)









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



     FOR VALUE RECEIVED,                                          hereby sell, assign and transfer unto



PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE



 


 





 









 





 




(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)



                                 Shares of the
Common Stock
represented
by the within
Certificate,
and do hereby
irrevocably
constitute
and appoint
                                         Attorney to
transfer the
said stock on
the books of
the
within-named
Corporation
with full
power of
substitution
in the
premises.






Dated:






 

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.






Signature(s) Guaranteed:








 

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO
S.E.C. RULE 17Ad-15.