Specimen Certificate of Common Stock of the Company



 Exhibit 4.1 
 

 
  
 COMMON STOCK

 COMMON STOCK 
 BELVEDERE TRUST MORTGAGE CORPORATION 
 INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND 
 CUSIP081181 10 9 
 SEE REVERSE FOR CERTAIN DEFINITIONS 
 THIS CERTIFIES THAT 
 is the record holder of 
 FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0,001 PAR VALUE PER SHARE, OF 
 BELVEDERE TRUST
MORTGAGE CORPORATION 
 transferable on the books of the Corporation in person or by duly authorized attorney upon surrender
of this Certificate properly endorsed. This Certificate is not valid until 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: 
 PRESIDENT 
 SECRETARY 
 COUNTERSIGNED AND REGISTERED: 
 AMERICAN STOCK TRANSFER & TRUST COMPANY 
 (New York, New York) 
 Transfer Agent 
 And Registrar 
 By Authorized Signature 







 BELVEDERE TRUST MORTGAGE CORPORATION 
  
 A full statement or summary of the designations and any preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividend, qualifications, and terms and conditions of redemption of the stock of each class which the Corporation is authorized to issue and the authority of the board of directors to set the relative rights and
preferences of any series of capital stock, will be furnished to any stockholder, without charge, upon request to the Secretary of the Corporation at the Corporation’s principal office. 
  
 The securities 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 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 the Corporation’s 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 of the Corporation unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable) or an Excluded Holder; (ii) no Person may Beneficially
or Constructively Own shares of Capital Stock of the Corporation in excess of 9.8 percent of the value of the total outstanding shares of Capital Stock of the Corporation, unless such Person is an Excepted Holder (in which case the Excepted Holder
Limit shall be applicable) or an Excluded Holder; (iii) 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 (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 or
Constructively Owns or attempts to Beneficially or Constructively Own shares of Capital Stock 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 may 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 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. 
  
 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)
			
	 	  	 	  	UNIF TRF MIN ACT- _________________________ Custodian (until age      )
	 	  	 	  	 	  	(Cust)	  	 
				
	 	  	 	  	 	  	________________________ under Uniform Transfers
	 	  	 	  	 	  	(Minor)	  	 
	 	  	 	  	 	  	to Minors Act _________________________________
	 	  	 	  	 	  	(State)

  
 Additional
abbreviations may also be used though not in the above list. 
  
 For Value
received, ______________________________________________________hereby sell, assign and transfer 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 Common Stock
represented by the within Certificate, and do(es) hereby irrevocably constitute and appoint 
  
 _____________________________________________________________________________________________Attorney 
 to transfer the said
stock on the books of the within named Corporation with full power of substitution in the premises. 
  

									
					
	 Dated
	 	 ________________________________________________
	 	 	 	X	 	 ___________________________________________

					
	 	 	 	 	 	 	X	 	 ___________________________________________

	 	 	 	 	 	 	 NOTICE:
	 	THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.

  
 SIGNATURES GUARANTEED: 
  

			
		
	 By
	 	___________________________________________________________________________________
	 	 	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.