Form of Stock Certificate



 EXHIBIT 4.1 
  

CERTIFICATE OF STOCK 
  
  

	 NUMBER
  
 LUM                
  
 COMMON STOCK
  
 THIS CERTIFICATE IS TRANSFERABLE IN
 RIDGEFIELD, NJ AND NEW YORK, NY
	  	 


  
 Luminent Mortgage Capital, Inc.
  
 INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
	  	 SHARES
  
  
  
 COMMON STOCK
  
 SEE REVERSE FOR CERTAIN DEFINITIONS
  
 CUSIP 550278 30 3


  
 THIS
CERTIFIES THAT 
  
  
  
  
 is the Owner of 
  
  
 FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $0.001 PAR VALUE, OF 
  
 Luminent Mortgage Capital, Inc. 
  
 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
held subject to all of the provisions of the Articles of Incorporation, as amended, and the Bylaws of the Corporation, as amended (copies of which are on file at the office of the Transfer Agent), to all of which the holder of this Certificate by
acceptance hereof assents. This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. 
 Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized Officers. 
  
 Dated: 
  
  

	 /s/ PETER T. HEALY
 SECRETARY
	 	 [SEAL]
 Luminent Mortgage Capital, Inc.
  
 CORPORATE
 SEAL
 2003
 MARYLAND
	 	 /s/ GAIL P. SENECA
 CHAIRMAN AND CHIEF EXECUTIVE OFFICER


  
  

	MELLON INVESTOR SERVICES LLC
	BY	 	 TRANSFER AGENT
 AND REGISTRAR,
  

	 	

	 	 	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
	 	 UNIF GIFT MIN ACT—
	 	______	 	Custodian	 	______
	 TEN ENT
	 	 —
	 	 as tenants by the entireties
	 	 	 	(Cust)	 	 	 	(Minor)
	 JT TEN
	 	 —
	 	 as joint tenants with right of survivorship
 and not as tenants in common
	 	 	 	under Uniform Gifts to Minors
Act                             
              
	 	 	 	 	 	 	 	 	 	 	(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 IDENTIFYING NUMBER 
 AND NAME OF ASSIGNEE AS IT SHOULD APPEAR ON 
 CERTIFICATE AND SHOW ADDRESS 
  

  

  

  

 Shares
of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint 
  

 Attorney, to transfer the said shares on the books of the within-named 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.
		
	SIGNATURE(S) GUARANTEED:	 	

	 	 	THE SIGNATURE(S) MUST 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 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 (I) 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, (II) THE
DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH CLASS TO THE EXTENT SET, AND (III) THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT CLASS. 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, AS MAY BE AMENDED FROM TIME TO TIME, 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 (“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 OR CONSTRUCTIVELY
OWN SHARES OF ANY CLASS OR SERIES OF THE CORPORATION’S CAPITAL STOCK IN EXCESS OF 9.8% OF THE LESSER OF THE AGGREGATE NUMBER OR THE AGGREGATE VALUE OF THE OUTSTANDING SHARES OF ANY CLASS OR SERIES OF CAPITAL STOCK OF THE CORPORATION 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 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 (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. ANY
PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN 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 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 HOLD OF CAPITAL STOCK OF THE CORPORATION ON REQUEST AND WITHOUT CHARGE.