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EXHIBIT 4.1
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CLASS A
COMMON STOCK
(FBR LOGO)
NUMBER
[A 3301] FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. [SHARES]
INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF VIRGINIA
SEE REVERSE FOR
CERTAIN DEFINITIONS
CUSIP 358434 10 8
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, Par Value $0.01 per share, OF
CERTIFICATE OF STOCK
Friedman, Billings, Ramsey Group, Inc., the above-named Corporation, 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
until 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- Emmanuel Friedman
Chairman of the Board & Chief Executive Officer
Countersigned and Registered
AMERICAN STOCK TRANSFER & TRUST COMPANY
(New York, NY)
Transfer Agent and Registrar -s- Eric Billings
Vice Chairman and Co-Chief Executive Officer
(SEAL)
By -s- (STAMP)
Authorized Signature
</Table>
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO
REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS
APPLICABLE TO EACH CLASS OF STOCK AND THE VARIATIONS IN RIGHTS, PREFERENCES AND
LIMITATIONS DETERMINED FOR EACH SERIES WITHIN A CLASS (AND THE AUTHORITY OF THE
BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). ANY SUCH REQUESTS
SHOULD BE ADDRESSED IN WRITING TO THE SECRETARY OF THE CORPORATION.
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SHARES OF CLASS
A COMMON STOCK, PAR VALUE $0.01 PER SHARE ("CLASS A COMMON STOCK"). THE ARTICLES
OF INCORPORATION OF THE CORPORATION PROVIDE THAT EXCEPT AS OTHERWISE REQUIRED BY
LAW (i) THE HOLDERS OF CLASS A COMMON STOCK WILL BE ENTITLED TO ONE (1) VOTE PER
SHARE ON ALL MATTERS TO BE VOTED ON BY THE CORPORATION'S SHAREHOLDERS, (ii) THE
HOLDERS OF CLASS B COMMON STOCK PAR VALUE $0.01 PER SHARE ("CLASS B COMMON
STOCK") WILL BE ENTITLED TO THREE (3) VOTES PER SHARE ON ALL MATTERS TO BE VOTED
ON BY THE CORPORATION'S SHAREHOLDERS AND (iii) THE HOLDERS OF THE CLASS A COMMON
STOCK AND CLASS B COMMON STOCK SHALL VOTE TOGETHER AS A SINGLE VOTING GROUP. IN
CERTAIN CIRCUMSTANCES SHARES OF THE CLASS B COMMON STOCK ARE CONVERTIBLE AT THE
OPTION OF THE CORPORATION INTO AN EQUAL NUMBER OF SHARES OF CLASS A COMMON
STOCK. THE FOREGOING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE
ARTICLES OF INCORPORATION, AS AMENDED FROM TIME-TO-TIME, WHICH ARE MADE A PART
HEREOF BY REFERENCE AND A COPY OF WHICH WILL BE SENT WITHOUT CHARGE TO EACH
SHAREHOLDER WHO SO REQUESTS IN WRITING.
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
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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 right of under Uniform Gifts to Minors
survivorship and not as tenants in Act_________________
common (State)
</Table>
Additional abbreviations may also be used though not in the above list.
For Value Received, _____________ hereby sell, assign and transfer into
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
________________________________________________________________________________
(please print or typewrite name and address, including zip code, 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:_______________ 20______
Signature:
_________________________________________
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.
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"), and for certain other purposes under 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 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
Corporation being "closely held" under Section 856(h) of the Code, (v)
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, or (vi) Beneficially Own shares of Equity Stock that would result in the
shares of Equity Stock being Beneficially Owned by a Disqualified Organization.
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
Common Stock represented hereby will be transferred automatically and by
operation of law to a Trust and shall be designated Shares-In-Trust. All
capitalized terms in this legend have the meanings defined in the Corporation's
Articles of Incorporation, 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 shareholder who so requests.