Exhibit 4.1


 


	Number	Shares






 


	 	SEE REVERSE FOR 


IMPORTANT NOTICE 


ON TRANSFER RESTRICTIONS 


AND OTHER INFORMATION











	 	THIS CERTIFICATE IS TRANSFERABLE


IN THE CITIES OF _________________	CUSIP 768540 106






 


RIVERBANC MULTIFAMILY INVESTORS, INC. 


a Corporation Formed under the Laws of the
State of Maryland


 


THIS CERTIFIES THAT                      is
the owner of                    fully
paid and nonassessable shares of common stock, $0.01 par value per share, of:


 


RiverBanc Multifamily Investors, Inc.


 


a Maryland corporation (the “Corporation”), transferable
on the books of the Corporation by the holder hereof in person or by its duly authorized attorney upon surrender of this Certificate
properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions
of the Charter of the Corporation and the Bylaws of the Corporation and any amendments thereto. This Certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar.


 


IN WITNESS WHEREOF, the Corporation has
caused this Certificate to be executed on its behalf by its duly authorized officers this _____ day of ________, ______.


 


	Countersigned and Registered:	 	 
	 	 	 
	Transfer Agent 	[SEAL]	 
	and Registrar	 	Kevin
M. Donlon, Chief Executive Officer
	 	 	 	 
	 	 	 	 
	By:	 	 	 
	 	Authorized Signature	 	Stephen L. Hogue,
Secretary






 



    	 



    	 



    




IMPORTANT NOTICE


 


The Corporation will furnish to any stockholder,
on request and without charge, a full statement of the information required by Section 8-203(d) of the Corporations and Associations
Article of the Annotated Code of Maryland with respect to the designations and any preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption
of the shares of each class of common stock which the Corporation has authority to issue and, if the Corporation is authorized
to issue any preferred or special class in series, (i) the differences in the relative rights and preferences between the shares
of each series to the extent set, and (ii) the authority of the Board of Directors to set such rights and preferences of subsequent
series. The foregoing summary does not purport to be complete and is subject to and qualified in its entirety by reference to the
Charter of the Corporation, a copy of which will be sent without charge to each stockholder who so requests. Such request must
be made to the Secretary of the Corporation at its principal office or to the Transfer Agent.


 


The shares represented by this certificate
are subject to restrictions on Beneficial Ownership and Constructive Ownership and Transfer for the purpose of the Corporation’s
maintenance of its status as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended
(the “Code”). Subject to certain further restrictions and except as expressly provided in the Charter, (i) no Person
may Beneficially Own or Constructively Own shares of any class or series of Capital Stock of the Corporation in excess of the Stock
Ownership Limit unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no
Person may Beneficially Own shares of Capital Stock that would result in the Corporation being “closely held” under Section
856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year); (iii) no
Person may Transfer shares of Capital Stock if such Transfer would result in the Capital Stock of the Corporation being owned by
fewer than 100 Persons; (iv) no Person may Beneficially Own or Constructively Own shares of Capital Stock that would cause the
Corporation to Constructively Own 10% or more of the ownership interests in a tenant (other than a TRS) of the Corporation’s
real property within the meaning of Section 856(d)(2)(B) of the Code and (v) no Person may Beneficially Own or Constructively Own
shares of Capital Stock that would otherwise cause the Corporation to fail to qualify as a REIT. Any Person who acquires or attempts
or intends to acquire Beneficial Ownership or Constructive Ownership of shares of Capital Stock which will or may violate the above
restrictions must immediately notify the Corporation. If any of the restrictions on transfer or ownership are violated, the shares
of Capital Stock represented hereby will be automatically transferred to a Charitable Trust for the benefit of one or more Charitable
Beneficiaries. In addition, the Corporation may redeem shares upon the terms and conditions specified by the Board of Directors
in its sole discretion if the Board of Directors determines that ownership or a Transfer or other event may violate the restrictions
described above. Furthermore, upon the occurrence of certain events, attempted Transfers in violation of the restrictions described
above may be void ab initio. All capitalized terms in this legend have the meanings defined in the Charter, as the same
may be amended from time to time, a copy of which, including the restrictions on transfer and ownership, will be furnished to each
holder of shares of Capital Stock of the Corporation on request and without charge. Such request must be made to the Secretary
of the Corporation at its principal office or to the 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.


 


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	 	 	(custodian)	(Minor)
	JT TEN	-	as joint tenants with right	 	 	under
Uniform Gifts to	 
	 	 	of survivorship and not as tenants in common	 	 	Minors Act of
 	 
	 	 	 	 	 	(State)	 
	 	 	 	 	 	 	 
	Additional abbreviations may also be used
though not in the above list.
	 	 	 	 	 	 	 
	FOR VALUE RECEIVED, _________________ HEREBY SELLS, ASSIGNS
AND TRANSFERS UNTO
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE,
OF ASSIGNEE)
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE)
	 	 	 	 	 	 	 
	                               
    (                ) shares of Common Stock
    of the Corporation represented by this Certificate and do hereby     irrevocably constitute and appoint                                                                 attorney to
    transfer the said shares on the books of the 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 THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.