Exhibit 4.1


 


	Number *0*	     Shares *0*




 


SEE REVERSE FOR IMPORTANT


NOTICE ON TRANSFER RESTRICTIONS


AND OTHER INFORMATION


 


ARBOR REALTY TRUST, INC.


 


a Corporation Formed Under the Laws of the State
of Maryland


 


THIS CERTIFIES THAT **SPECIMEN**


 


is the owner of **ZERO (0)** fully paid and nonassessable shares of
6.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value per share, of


 


ARBOR REALTY TRUST, INC.


 


(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 (the
 "Charter") and the Bylaws of the Corporation and any amendments or supplements 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 signed by its duly authorized officers and its seal to be hereunder affixed this ______ day of ___________, 2021.


 


	______________________	 	_____________________(SEAL)
	Paul Elenio	 	Ivan Kaufman
	Chief Financial Officer	 	Chairman of the Board of Directors
	 	 	and Chief Executive Officer



 


Countersigned and Registered:


American Stock Transfer & Trust Company, LLC,

Transfer Agent and Registrar


 


	By:	 	 
	 	Authorized Signature	 



 








    


    


    

 


IMPORTANT NOTICE


 


The Corporation will furnish to any stockholder,
on request and without charge, a full statement of the information required by Section 2-211(b) 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
stock of each class 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 and Constructive Ownership and 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"). Subject to certain
further restrictions and except as expressly provided in the Corporation's Charter, (i) no Person may Beneficially or Constructively
Own shares of the Corporation's Common Stock in excess of the Common 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 or Constructively Own shares of Capital
Stock of the Corporation in excess of the Aggregate Stock Ownership Limit, unless such Person is an Excepted Holder (in which case the
Excepted Holder Limit shall be applicable); (iii) no Person may Beneficially or Constructively Own Capital Stock that would result
in the Corporation being "closely held" under Section 856(h) of the Code or otherwise cause the Corporation to fail
to qualify as a REIT; and (iv) 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. Any Person who Beneficially or Constructively Owns or attempts to Beneficially
or Constructively Own shares of Capital Stock which causes or will cause a Person to Beneficially or Constructively Own shares of Capital
Stock in excess or in violation of the above limitations 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 Trustee of a Trust for
the benefit of one or more Charitable Beneficiaries. In addition, 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 of the Corporation, 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 Capital Stock of the Corporation on request and without charge.


 


 






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 of	under Uniform Gifts to Minors Act of
	 	-	survivorship and not as tenants in common	____________________________
	 	 	 	(State)




 


Additional abbreviations may also be used though
not in the above list.


 


For value received, ________________________ hereby sells,
assigns and transfers unto _____________________________________________________________________________________ (Please
insert name and address of Assignee, including zip code, and Social Security or other identifying number of Assignee), 
(_____________) shares of 6.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value per share, of the Corporation
represented by this Certificate and does hereby irrevocably constitute and appoint ______________ agent 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 The Certificate In Every
Particular, Without Alteration Or Enlargement Or Any Change Whatever.