Exhibit 4.1



 Exhibit 4.1 
  


			
	 [GRAPHIC OMITTED
HIGHLAND HOSPITALITY
 CORPORATION LOGO]
	  	 SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER
 RESTRICTIONS AND OTHER INFORMATION
 CUSIP 430141 10 1


  
 THIS CERTIFICATE IS
TRANSFERABLE IN THE STATES OF NEW YORK AND NORTH CAROLINA 
 HIGHLAND HOSPITALITY CORPORATION 
 A CORPORATION FORMED UNDER THE LAWS OF THE STATE OF MARYLAND 
  
 THIS CERTIFIES THAT 
  
 is the owner of 
  
 FULLY PAID AND
NONASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE, OF 
  

	
	-------------------------------------------------------------HIGHLAND HOSPITALITY 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 and the bylaws of the Corporation and any amendments 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. 
  
 the facsimile signatures of the duly authorized officers of the Corporation. 
  
 Dated: 
  

					
	[Facsimile signature of the duly authorized officer of the Corporation]	 	 	  	[Facsimile signature of the duly authorized officer of the Corporation]
	SECRETARY	 	[Seal of the
Company]	  	 
	 	 	 	  	PRESIDENT AND CHIEF EXECUTIVE OFFICER

  
  

			
	COUNTERSIGNED AND REGISTERED:
	 AMERICAN STOCK TRANSFER & TRUST COMPANY
 (New York, N.Y.)

		
	 BY:
	 	 
	 	 	TRANSFER AGENT AND REGISTRAR
		
	 	 	AUTHORIZED SIGNATURE











 Exhibit 4.1 
  

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
Corporation’s and Association’s 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 the Transfer Agent. 
  
 The shares represented by this certificate are subject to restrictions on Beneficial and Constructive Ownership and Transfer. 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 nine and nine-tenths percent (9.9%) 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); (ii) no Person may Beneficially or Constructively Own shares of Capital Stock of the Corporation in excess of nine and nine-tenths percent (9.9%) 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); (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 Internal Revenue Code of 1986, as amended (the “Code”) or otherwise cause the Corporation to fail to qualify as a REIT; (iv) no Person may Beneficially Own Capital Stock that would
result in the Capital Stock of the Corporation being beneficially owned by fewer than one hundred (100) Persons (determined without reference to any rules of attribution) and (v) no person may Constructively Own shares of Capital Stock that would
cause the Corporation to Constructively Own ten percent (10%) or more of the ownership interests in a tenant of the Corporation’s real property, with the meaning of Section 856(d)(2)(B) of the Code. 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 will be automatically transferred to a Trustee of a Charitable 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. 
  
 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	 	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 INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE	  	 	 	 
			
	 	  	 	 	 
	
	 
	PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE
	
	 
		
	 	 	shares of
	Common Stock of the Corporation represented by this Certificate and do 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
WHATEVER.