EX-4.1





 Exhibit 4.1 

INCORPORATED UNDER THE LAWS OF THE 

STATE OF MARYLAND 
  

			
	NUMBER	  	SHARES
	**        **	  	**        **
		  	[CUSIP]
		  	SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER
		  	RESTRICTIONS AND OTHER INFORMATION

 INPOINT COMMERCIAL REAL ESTATE INCOME, INC. 

a Corporation 
 Incorporated Under
the Laws of the State of Maryland 
 THIS CERTIFIES THAT
**                ** is the registered owner of
**                (                
)** fully paid and non-assessable shares of [                ]% Series A Cumulative Redeemable
Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”), of 
 InPoint Commercial Real Estate Income, 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 and 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 and its seal to be hereunder affixed this                  day
of                 , 20    . 
  

					
	Countersigned and Registered:	 		  	 (Seal)

	Transfer Agent and Registrar	 	                        	  	President
			
	  
 Authorized Signature
	 		  	  
 Secretary














 IMPORTANT NOTICE 

CLASSES OF STOCK 
 The Corporation is
authorized to issue stock of more than one class or series, consisting of one or more classes or series of common stock and preferred stock. The Board of Directors is authorized to determine the preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of any class or series of preferred stock before the issuance of such class or series of preferred stock. 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 is authorized 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 they have been set, and (ii) the authority of the Board of Directors to set relative rights and preferences of subsequent series. Such request must be made to the Secretary of the Corporation at its principal office or to the
Transfer Agent. 
 RESTRICTIONS ON OWNERSHIP AND TRANSFER 

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 in excess of the Common Share 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 in excess of the Aggregate Share 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 Shares 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) any Transfer of
Shares that, if effective, would result in the Shares being beneficially owned by fewer than 100 Persons (as determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no
rights in such Shares. Any Person who Beneficially Owns or Constructively Owns or attempts or intends to Beneficially Own or Constructively Own Shares which cause or will cause a Person to Beneficially Own or Constructively Own Shares in excess or
in violation of the above limitations must immediately notify the Corporation in writing (or, in the case of any attempted transaction, give at least 15 days prior written notice). If any of the restrictions on transfer or ownership provided in (i),
(ii) or (iii) above are violated, the Shares in excess or in violation of the above limitations will be automatically transferred to a Charitable Trust for the benefit of a Charitable Beneficiary. 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 in (i), (ii) or (iii) above may be void ab initio. All capitalized terms in this legend have the meanings given to them 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 Shares 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	  	Minor) under Uniform Gifts to Minors Act of (State)
	JT TEN -	  	as joint tenants with right of survivorship	  	
		  	and not as tenants in common	  	Additional abbreviations may also be used though not in the above list.

 FOR VALUE RECEIVED,
                HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO 
  

	
	  

(PLEASE INSERT NAME AND ADDRESS OF ASSIGNEE, INCLUDING ZIP CODE)

	
	
	  

(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)


                 
(                 ) Shares of Series A Preferred 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. 
  

					
	  
 Date
	 		  	  
 Signature


  

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