EXHIBIT 4.1 COMMON STOCK COMMON STOCK - ------------ ------------ NUMBER SHARES - ------------ ------------ FMAC INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 35181D 10 8 This certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $.001 EACH OF _________________ FRANCHISE MORTGAGE ACCEPTANCE COMPANY _________________ 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 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 in the principal office of the Corporation and the Transfer Agent, to all of which the holder of this Certificate by acceptance hereof assents. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. CORPORATE /s/ Raedelle Walker SEAL /s/ Wayne L. Knyal 1991 EXECUTIVE VICE PRESIDENT/CFO DELAWARE PRESIDENT/CFO Countersigned and Registered U.S. STOCK TRANSFER CORPORATION Transfer Agent and Registrar By AUTHORIZED SIGNATURE 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 the above list. For Value received hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ______________________________________ | | | | - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (NAME AND ADDRESS OF TRANSFEREE SHOULD BE PRINTED OR TYPEWRITTEN) - -------------------------------------------------------------------------------- __________________________________________________________________________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 promises. Dated:____________________________ ____________________________________ SIGNATURE NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. SIGNATURE(S) GUARANTEED By__________________________________________________ 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.