Exhibit 4.1

	Number *0*	 	 Shares *0*

	 	 	 
	 	 	 SEE REVERSE FOR

IMPORTANT NOTICE

    ON TRANSFER RESTRICTIONS

AND OTHER INFORMATION 
	 	 	 
	 	 	 
	 	  THIS CERTIFICATE IS TRANSFERABLE

    IN THE CITIES OF ________________   	CUSIP _________







GSC CAPITAL CORP. 

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 Common Stock, $0.001 par value per share, of GSC Capital Corp., a Maryland
corporation (the “Corporation”), transferable only 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 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 on this ____ day of 

________, 20___.

 

	Countersigned
    and Registered:	 	 	 
	 	 	  Transfer
        Agent

and Registrar	 	 	 	(SEAL) 
	 	 	 	 	
	 
	 	 	 	 	Name: 	Edward S. Steffelin 	 
	 	 	 	 	 Title:	President	 
	 	 	 	 	 	 	 
	By: 	
	 	 	 	 
	 	 Authorized
    Signature  	 	 	 	 
	 	 	 	 	
	 
	 	 	 	 	Name: 	April M. Spencer	 
	 	 	 	 	 Title:	Chief Financial Officer, Secretary and Treasurer	 


 

 















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, (a) the differences in the relative rights and preferences between the shares
of each series to the extent set, and (b) 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, 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.


The Charter provides that the shares represented by
this certificate are subject to restrictions on (1) beneficial and constructive
ownership and transfer for the purpose, among others, of the Corporation’s
maintenance of its status as a real estate investment trust under the Internal
Revenue Code of 1986, as amended, and (2) ownership by certain benefit plan investors
under Plan Asset Regulations of the  United States Department of Labor, until
such time as such shares qualify as publicly offered securities within the meaning
of such Plan Asset Regulations or the Corporation qualifies for another exemption
under such Plan Asset Regulations. The  Corporation will furnish a full statement
about these restrictions on transferability and ownership to each stockholder
on request and without charge. Requests for such information may be directed
to the Secretary of the Corporation at its principal  office.


=============================================================================================================================================================


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.


=============================================================================================================================================================

	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 does 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.