EXHIBIT 4.1
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NUMBER ICCMIC SHARES
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ORGANIZED UNDER -------------------------- SEE REVERSE FOR CERTAIN
THE LAWS OF THE IMPERIAL CREDIT COMMERCIAL DEFINITIONS AND
STATE OF MARYLAND MORTGAGE INVESTMENT CORP. RESTRICTIVE LEGENDS
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CUSIP 45272T 10 2
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THIS CERTIFIES THAT
is the owner of
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FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK
(PAR VALUE $.0001 PER SHARE) OF
-------------IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.--------------
transferable only 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 is not valid unless countersigned and registered by the
Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxx X. Xxxxxx
SECRETARY [SEAL OF IMPERIAL PRESIDENT AND CHIEF
CREDIT COMMERCIAL EXECUTIVE OFFICER
MORTGAGE INVESTMENT
CORP.]
Countersigned and Registered:
U.S. STOCK TRANSFER CORPORATION
(GLENDALE, CA.)
Transfer Agent
and Registrar
Authorized
Officer
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IMPERIAL CREDIT COMMERCIAL
MORTGAGE INVESTMENT CORP.
The shares of Common 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"). No Person may (i) Beneficially Own or
Constructively Own shares of Common Stock in excess of 9.9% of the number of
outstanding shares of Common Stock, (ii) Beneficially Own or Constructively Own
shares of any class or series of Preferred Stock in excess of 9.9% of the number
of outstanding shares of such class or series of Preferred Stock, (iii)
beneficially own shares of Equity Stock that would result in the shares of
Equity Stock being beneficially owned by fewer than 100 Persons (determined
without reference to any rules of attribution), (iv) beneficially own shares of
Equity Stock that would result in the shares of Equity Stock being beneficially
owned by (A) the United States, any State or political subdivision thereof, any
foreign government, any international organization, or any agency or
instrumentality of any of the foregoing, (B) any organization (other than a
cooperative described in Section 521 of the Code) which is exempt from tax
unless such organization is subject to the tax imposed by Section 511 of the
Code, or (C) any organization described in Section 1381(a)(2)(C) of the Code,
(v) Beneficially Own shares of Equity Stock that would result in the Corporation
being "closely held" under Section 856(h) of the Code, or (vi) Constructively
Own shares of Equity Stock that would cause the corporation to Constructively
Own 10% or more of the ownership interests in a tenant of the Corporation's real
property, within the meaning of Section 856(d)(2)(B) of the Code. Any Person who
attempts to Beneficially Own or Constructively Own shares of Equity Stock in
excess of the above limitations must immediately notify the Corporation in
writing. If the restrictions above are violated, the shares of Equity Stock
represented hereby will be transferred automatically and by operation of law to
a Trust and shall be designated Shares-in-Trust. Al 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. Such requests may be made to the Secretary of the Corporation or to
its transfer agent.
The Corporation will furnish to any stockholder on request and without
charge a full statement of the designations and any preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the stock of each
class which the Corporation is authorized to issue, of the differences in the
relative rights and preferences between the shares of each series of a preferred
or special class in which the corporation is authorized to issue, to the extent
they have been set, and of the authority of the Board of Directors to set the
relative rights and preferences of subsequent series of a preferred or special
class of stock. Such request may be made to the Secretary of the Corporation or
to its transfer agent.
Keep this certificate in a safe place. If it is lost, stolen, or destroyed,
the Corporation will require a bond of indemnity as a condition to the issuance
of a replacement certificate.
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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 entireties (Cust) (Minor)
JT TEN- as joint tenants with under Uniform Gifts to Minors
right of survivorship and
not as tenants in common Act
_______________________
(State)
Additional abbreviations may also be used though not in the above list.
For Value received, hereby sell, assign
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and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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_______________________________________________________________________________
_______________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
__________________________________________________________________________Shares
of the capital 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,____________ X____________________________________________
X____________________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE, IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGE WHATEVER.
SIGNATURE 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 MEDIALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.
