Exhibit 4.1


 


 





 


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               LNR -


Formed Under the Laws of the State of Maryland


 


[LOGO]


 


LNR CAPITAL
CORPORATION


 


SEE
REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION


 


THIS CERFTICATE IS
TRANSERABLE


IN THE CITY OF NEW YORK


 


THIS CERTIFIES THAT [___________], or its registered
assigns, is the owner of _______________ (_______________) FULLY PAID AND
NONASSESSABLE SHARES OF COMMON STOCK, $.001 PAR VALUE PER SHARE, OF LNR Capital
Corporation (the “Corporation”) transferable on the books of the Corporation by
the holder hereof in person or by its 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 the laws of the
State of Maryland and to all of the provisions of the charter of the
Corporation (the “Charter”) and the Bylaws of the Corporation and any
amendments thereto. This Certificate is not valid unless countersigned and
registered by the Transfer Agent and Registrar.


 


                IN
WITNESS WHEREOF, the Corporation has caused this Certificate to be executed on
its behalf by its duly authorized officers.


 


 


	
  DATED:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (SEAL)

  
	
  Secretary

  	
   

  	
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Countersigned and Registered:

  	
   

  	
   

  	
   

  
	
  Transfer Agent and Registrar

  	
   

  	
  CUSIP NO:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  [SEAL]

  	
   

  	
   

  
	
   

  	
  Authorized Signature

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


 


 




 





© 1999 CORPEX BANKNOTE
CO., BAY SHORE N.Y.


 













 


                THE CORPORATION
WILL FURNISH TO ANY STOCKHOLDER, ON REQUEST AND WITHOUT CHARGE, A FULL
STATEMENT OF THE INFORMATION REQUIRED BY SECTION 2-211(B) OF THE CORPORATIONS
AND ASSOCIATIONS ARTICLE OF THE ANNOTATED CODE OF MARYLAND WITH RESPECT TO THE
DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS,
RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS,
QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH
CLASS WHICH THE CORPORATION HAS AUTHORITY TO ISSUE AND (I) THE DIFFERENCES IN
THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE
EXTENT SET, AND (II) THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS
AND PREFERENCES OF SUBSEQUENT SERIES. THE FOREGOING SUMMARY DOES NOT PURPORT TO
BE COMPLETE AND IS SUBJECT TO AND QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE
CHARTER OF THE CORPORATION (THE “CHARTER”), AS MAY BE AMENDED FROM TIME TO
TIME, A COPY OF WHICH WILL BE SENT WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS. SUCH REQUEST MUST BE MADE TO THE SECRETARY OF THE CORPORATION AT ITS
PRINCIPAL OFFICE OR TO THE TRANSFER AGENT.


 


                THE SHARES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND
CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE CORPORATION’S
MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST (“REIT”) UNDER THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUCH RESTRICTIONS ARE
SET FORTH IN THE CHARTER. INFORMATION REGARDING SUCH RESTRICTIONS AND A COPY OF
THE CHARTER, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE
FURNISHED TO EACH HOLDER OF CAPITAL STOCK OF THE CORPORATION ON REQUEST AND
WITHOUT CHARGE. SUCH REQUEST MUST BE MADE TO THE SECRETARY OF THE CORPORATION
AT ITS PRINCIPAL OFFICE.


 


                KEEP THIS
CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED, THE
CORPORATION MAY REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A
REPLACEMENT CERTIFICATE.


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.


 


 


 


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