Exhibit 4.1
-------------- ----------------
Number ----------------------------------------------- Shares
-------------- CNL American Properties Fund, Inc. ----------------
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Incorporated Under the Laws of the State of Maryland
TRANSFER RESTRICTIONS
ON REVERSE SIDE
CUSIP 00000X000
THIS CERTIFIES THAT
is the owner of____________________________________________________fully paid
and non-assessible shares of the par value of $0.01 each of the COMMON STOCK of
CNL American Properties Fund, Inc. 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 is not valid unless
countersigned and registered by the Transfer Agent and Registar.
Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Dated
[LOGO APPEARS HERE]
/s/ Xxxxxx X. Xxxxxxxxxxx /s/ Xxxx X. Xxxxxx
SECRETARY PRESIDENT
COUNTERSIGNED AND REGISTERED MMS ESCROW AND TRANSFER AGENCY INC.
By /s/ TRANSFER AGENT AND REGISTRAR
AUTHORIZED SIGNATURE
1512
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.
The securities represented by this certificate are subject to restrictions on
transfer for the purpose of maintenance of the Corporation's status as a real
estate investment trust ("REIT") under the Internal Revenue Code of 1986, as
amended (the "Code"). Except as otherwise provided pursuant to the Articles of
Incorporation of the Corporation, no Person may (i) Beneficially or
Constructively own shares of any class or series of Equity Stock in excess of
9.8 percent (or such greater percentage as may be determined by the Board of
Directors of the Corporation) of the Value of the outstanding shares of such
class or series of Equity Stock of the Corporation or (ii) Beneficially Own
Equity Stock which would result in the Corporation being "closely held" under
section 856(h) of the Code or otherwise would cause the Corporation to fail to
qualify as a REIT. Any Person who attempts or proposes to Beneficially or
Constructively Own shares of Equity Stock in excess of the above limitations
must notify the Corporation in writing at least fifteen (15) days prior to the
proposed or attempted transfer. If the transfer restrictions referred to herein
are violated, the shares of Equity Stock represented hereby automatically will
be exchanged for shares of Excess Stock and will be held in trust by the
Corporation, all as provided in the Articles of Incorporation of the
Corporation. All capitalized terms in this legend have the meanings identified
in the Corporation's Articles of Incorporation, as the same may be amended or
restated from time to time, a copy of which, including the restrictions on
transfer, will be sent without charge to each stockholder who so requests.
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 the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT______________________________Custodian________________________
(Cust) (Minor)
under Uniform Gifts to Minors Act____________________________
(State)
Additional abbreviations may also be used though not in above list.
For value received_________________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR ASSIGNEE ACCOUNT #________________________
OTHER IDENTIFYING NUMBER OF
ASSIGNEE SELLING PRICE LESS COMMISSION_____________
__________________________________ (IF APPLICABLE)
__________________________________ TYPE OF OWNERSHIP_________________________
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
_________________________________________________________________shares
of the capital stock represented by the within Certificate, and so
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.
Assignee's Signature________________________________________ Dated_____________
Assignor's Signature________________________________________ 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 OF ANY CHANGE WHATEVER.
Please submit the completed form to: MMS Escrow and Transfer Agency,
X.X. Xxx 0000, Xxxx, XX 00000-0000
