1
EXHIBIT 4.1
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NUMBER HANOVER CAPITAL SHARES
---------------- MORTGAGE HOLDINGS, INC. ----------------
---------------- INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND ----------------
COMMON STOCK THIS CERTIFICATE IS TRANSFERABLE IN BOSTON, MA OR NEW YORK, NY COMMON STOCK
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This Certifies that CUSIP 410761 10 0
SEE REVERSE FOR CERTAIN DEFINITIONS
is the owner of
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FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.01 PER SHARE, OF
HANOVER CAPITAL MORTGAGE HOLDINGS, INC. (the "Corporation") transferable upon the books of the Corporation in person or
by duly authorized attorney upon surrender of this Certificate properly endorsed or assigned. This Certificate and the
shares represented hereby are issued and held subject to the laws of the State of Maryland and to the provisions of the
Articles of Incorporation and By-Laws of the Corporation, each as now in effect or hereafter amended. This Certificate
is not valid unless countersigned and registered by Transfer Agent and Registrar.
[HANOVER IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by the fascimile signatures of
SEAL] this duly authorized officers and sealed with the fascimile seal of the Corporation.
Dated: AUTHORIZED SIGNATURE
/s/ ineligible /s/ ineligible
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SECRETARY CHAIRMAN, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
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COUNTERSIGNED AND REGISTERED: AMERICAN BANK NOTE COMPANY SEPT 5, 0000 xx
XXXXX XXXXXX XXXX AND TRUST COMPANY 0000 XXXXXXXX XXXXXX
(BOSTON) SUITE 12
TRANSFER AGENT AND REGISTRAR XXXX XXXXX, XX 00000 052425fc-C
(000) 000-0000
BY (FAX) (000) 000-0000 Proof _____ REV 2
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2
HANOVER CAPITAL MORTGAGE HOLDINGS, INC.
THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS AND SERIES OF
STOCK. THE CORPORATION WILL FURNISH TO THE HOLDER UPON WRITTEN REQUEST WITHOUT
CHARGE A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR
SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS.
The shares of ______ 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 (the "Code"). Except as otherwise provided pursuant to the
Charter of the Corporation, no Person may (1) Beneficially Own or
Constructively Own shares of Capital Stock in excess of 9.5% of the value of
the outstanding Capital Stock of the Corporation; or (2) Beneficially Own
Capital Stock that would result in the Corporation's being "closely held" under
Section 856(h) of the Code. Any Person who attempts to Beneficially Own or
Constructively Own shares of Capital Stock in excess of the above limitations
must immediately notify the Corporation in writing at least 15 days prior to
such proposed or attempted transfer. All capitalized terms in this legend have
the meanings defined in the Corporation's Charter, as the same may be further
amended from time to time, a copy of which, including the restrictions on
transfer, will be sent without charge to each stockholder who so requests. If
the restrictions on transfer are violated, the shares of Capital Stock
represented hereby will be automatically designated and treated as shares of
Excess Stock which may be automatically transferred to a Trustee of a Trust for
the benefit of one or more Charitable Beneficiaries. In addition, upon the
occurence of certain events, attempted Transfers in violation of the
restrictions described above may be void ab initio.
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 UNIF GIFT MIN ACT-______Custodian_______
TEN ENT - as tenants by the entirety (Cust) (Minor)
JT TEN - as joint tenants with right under Uniform
of survivorship and not as Gifts to Minors
tenants in common Act___________________
COM PROP- as community property (State)
Additional abbreviations may also used though not in the above list.
For value received, ____________________________ hereby sell(s), assign(s), and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE,
OF ASSIGNEE)
_______________________________________________________________________________
________________________________________________________________________ shares
of the common stock represented by the within Certificate, and do(es)
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.
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AMERICAN BANK NOTE COMPANY SEPT 5, 1997 fm
0000 XXXXXXXX XXXXXX
XXXXX 00
XXXX XXXXX, XX 00000 052425bk-C
(000) 000-0000
(FAX) (000) 000-0000 Proof _____ REV 2
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