Exhibit 4.1 -- Specimen Certificate of Common Stock



 Exhibit 4.1 
  

			
	Number *0*	  	Shares *0*

  

					
		 		 	SEE REVERSE FOR IMPORTANT
		 		 	NOTICE ON TRANSFER RESTRICTIONS
		 		 	AND OTHER INFORMATION

 MADISON SQUARE CAPITAL, 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 Common Stock, $0.01 par value per share, of 
 Madison
Square Capital, 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 and the Bylaws of the
Corporation and any amendments thereto. 
 IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed on its behalf by
its duly authorized officers this      day of                 , 200    . 
  

							
	  
	 		 	  
	 	(SEAL)
	[Name of Treasurer]	 		 	[Name of President]	 	
	Treasurer	 		 	President	 	








 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. 
 The shares represented by this certificate are subject to restrictions on 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 (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 any class or series of the Corporation’s Capital Stock in excess of 9.8 percent (in value or number of shares,
whichever is more restrictive) 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 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 acquires or attempts or intends to acquire Beneficial or Constructive Ownership 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, 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 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. Requests for such a copy may be directed to the secretary of the Corporation at its principal office. 
  
  
 KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, DESTROYED, STOLEN OR 
 MUTILATED,
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 survivorship and not as tenants in common	 		 	under Uniform Gifts to 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 does hereby irrevocably constitute and
appoint
                                         
                        attorney to transfer the said shares of Common Stock 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
Whatsoever.