EX-4.1





 Exhibit 4.1 
  

			
	Number *0*	  	Shares *0*

  

	
	 SEE REVERSE FOR IMPORTANT NOTICE    

ON TRANSFER
RESTRICTIONS                        

AND OTHER
INFORMATION                             


  

			
	THIS CERTIFICATE IS TRANSFERABLE	  	CUSIP ___________
	 IN THE CITIES OF ____________
	  	

 CLAROS MORTGAGE 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 Common Stock, $0.01 par value per share,
of 
 CLAROS MORTGAGE 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 executed on its
behalf by its duly authorized officers. 
  

					
	DATED:
                                         
                                         
    	  		  	
			
	Countersigned and Registered:	  		  	
	Transfer Agent	  		  	                                      
                                  (SEAL)
	and Registrar	  		  	President
			
	By:                                     
                                         
                    	  		  	  

	    Authorized Signature	  		  	Secretary













 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, 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
Ownership 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 Own 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 Own 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 Own 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 Owns or Constructively Owns or attempts to Beneficially Own or Constructively Own shares of Capital Stock which causes or will cause a Person to Beneficially Own 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 and
absolute 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, STOLEN OR DESTROYED, THE CORPORATION MAY 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 the Uniform Gifts to Minors Act of	  	  

		  		  	survivorship and not as tenants in common	  		  		  	(State)	  	
	  
 FOR VALUE RECEIVED, ________________ HEREBY SELLS,
ASSIGNS AND TRANSFERS UNTO


  
  

(NAME & ADDRESS, INCLUDING ZIP CODE & SS# OR OTHER IDENTIFYING # OF ASSIGNEE)     

______________________________________(________________) shares of 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 THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY OTHER CHANGE.