Exhibit 4.1



 Exhibit 4.1 

 

			
	Number *0*	 	Shares *0*        

  

			
		 	SEE REVERSE FOR IMPORTANT NOTICE
		 	ON TRANSFER RESTRICTIONS AND OTHER INFORMATION


 

					
		 	 THIS CERTIFICATE IS TRANSFERABLE IN THE CITIES OF
                    
	 	 CUSIP
                    

		 	 	

 AMERICAN CAPITAL MORTGAGE INVESTMENT CORP. 

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 

American Capital Mortgage Investment Corp. 
 (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 (the “Charter”) 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:
   Transfer Agent and Registrar
	 		  	  
	 	(SEAL)	 	
		 		  	Chief Executive Officer	 		 	
					
	By:	 	  
	 		  	  
	 	
		 	Authorized Signature	 		  	Secretary	 		 	








 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, 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 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 Corporation’s Charter, (i) no Person may Beneficially Own or Constructively Own shares of the Corporation’s Common Stock in excess of 9.8 percent (in value or number of shares) 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 Own or Constructively Own shares of Capital Stock of the Corporation in
excess of 9.8 percent (in value or number of shares) 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 Own 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 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 or Constructively Own shares of Capital Stock in excess or in violation of the above limitations must immediately notify the Corporation. If any
restriction on transfer or ownership is 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, 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. 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 the Uniform Gifts to Minors Act of
                        
		  		  	  	                              
                                         
     (State)

  

			
	FOR VALUE RECEIVED,                      HEREBY 
SELLS, ASSIGNS AND TRANSFERS UNTO	 	  

		 	(PRINT OR TYPE NAME & ADDRESS, INCLUDING ZIP CODE & SS# OR OTHER IDENTIFYING NUMBER, OF ASSIGNEE)


                    ( 
                   ) shares of 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. 
 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
Other Change.
		
		 	  

		 	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
Other Change.