Exhibit 4.1

       

      

      
        	Number *0* 

              	Shares  *0*
	
                 

              	
                 

              


      

    

           

      

    
      	
               

            	
               

            	
              SEE REVERSE FOR IMPORTANT

              NOTICE ON TRANSFER RESTRICTIONS

              AND OTHER INFORMATION

            


    

    

    

    AFC GAMMA, 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

    

    

    AFC Gamma, 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 __________,
      20___.          

    

    

    

    

    
      	
               

            	
               

            	
               

            	(SEAL)
	Thomas Geoffroy	
               

            	Leonard M. Tannenbaum
	Chief Financial Officer and Treasurer      

            	
               

            	Chief Executive Officer


    

    
      
        


    

    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 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 (“REIT”) 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) after June 30, 2021, (X) no Person may Beneficially Own or Constructively Own shares of Capital Stock 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) and (Y) no Qualified Institutional Investor may Beneficially Own or Constructively Own shares of Capital Stock in excess of the Qualified Institutional Investor Aggregate Stock Ownership Limit, unless such Qualified
      Institutional Investor is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person (other than an Excepted Holder) may Beneficially Own or Constructively Own Capital Stock that would (X) result in the
      Corporation being Closely Held after June 30, 2021 or (Y) otherwise cause the Corporation to fail to qualify as a REIT; (iii) any Transfer (other than Transfers by an Excepted Holder) of shares of Capital Stock that, if effective, would result in the
      Capital Stock being beneficially owned by less than 100 Persons (as determined under the principles of Section 856(a)(5) of the Code) after January 15, 2021 shall be void ab initio, and the intended transferee shall acquire no rights in such shares
      of Capital Stock; and (iv) any Transfer of shares of Capital Stock that, if effective, would cause the assets of the Corporation to be deemed “plan assets” within the meaning of Department of Labor regulation 20 C.F.R. 2510.3-101 for purposes of
      ERISA or Section 4975 of the Code shall be void ab initio, and the intended transferee shall acquire no rights in such shares of Capital Stock. Any Person who Beneficially Owns or Constructively Owns or attempts to Beneficially Own or Constructively
      Own shares of Capital Stock which cause 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 in writing (or, in the case of
      an attempted transaction, give at least 15 days prior written notice). If any of the restrictions on Transfer or Constructive Ownership or Beneficial Ownership as set forth above are violated, the shares of Capital Stock in excess or in violation of
      the above limitations 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, a copy of which, including the restrictions on transfer and ownership, will be furnished to each
      holder of shares of Capital Stock 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  	 	
              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 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.