Exhibit 4.12


 


	NUMBER *0*	SHARES *0*



 


	 	SEE REVERSE FOR CERTAIN
    DEFINITIONS

    AND IMPORTANT NOTICE ON TRANSFER

    RESTRICTIONS AND OTHER INFORMATION


 


CUSIP 75574U 507


THIS CERTIFICATE IS TRANSFERABLE


IN THE CITIES OF


 


READY CAPITAL CORPORATION


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 8.625% Series B Cumulative Preferred
Stock, $0.0001 par value per share, of


Ready Capital Corporation


 


(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 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:	 	(SEAL)  
	Transfer Agent and Registrar	 	President
	 	 	 
	 	 	 
	By: 	 	 	 
	 	Authorized Signature	 	Secretary



 


 






    1


     


    

 


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 (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 or to its Transfer Agent.


 


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 qualification 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 Charter, (i) no Person may Beneficially Own or Constructively Own shares of Common Stock in excess of 9.8 percent (in value
or number of shares, whichever is more restrictive) of the outstanding shares of Common Stock unless such Person is exempt from
such limitation or 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 in excess of 9.8 percent (in value or number of shares, whichever is more restrictive)
of the total outstanding shares of Capital Stock, 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 (without regard to whether the ownership interest is held during
the last half of a taxable year) 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 being beneficially 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 or, in the case of such a proposed or attempted transaction, give
at least 15 days prior written notice. If any of the restrictions on transfer or ownership as set forth in (i) through (iii) 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. The restrictions on transfer
and ownership summarized above shall be applied to the Series B Preferred Stock separately and without regard to any other series
or class. All capitalized 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 holder 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, STOLEN


 


OR DESTROYED, 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)



 






    2


     


    

 


Additional abbreviations may also be used
though not in the above list.


 


	FOR VALUE RECEIVED,	HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO




 


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE


 


(Please Print or Typewrite Name and Address,
Including Zip Code, of Assignee)


 


(         ) shares of the 8.625% Series B Cumulative
Preferred Stock of the Corporation represented by this Certificate and do 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:	 	 



 






    3


     


    

 


	 	 
		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.



 






    4