Exhibit 4.1

 

	
Number *0*
    	
 
    	
Shares   *0*
    


 

SEE REVERSE FOR IMPORTANT

NOTICE ON TRANSFER RESTRICTIONS

AND OTHER INFORMATION

 

ARBOR REALTY TRUST, INC.

 

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 7.75% Series B Cumulative Redeemable Preferred Stock, $.01 par value per share, of

 

ARBOR REALTY TRUST, 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 of the Corporation (the “Charter”) and the Bylaws of the Corporation and any amendments thereto.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its duly authorized officers and its seal to be hereunder affixed this              day of                       , 2013.

 

	
 
    	
 
    
	
 
    	
 
    	
 
    	
(SEAL)
    
	
Paul Elenio
    	
Ivan Kaufman
    
	
Chief Financial Officer
    	
Chairman of the Board of Directors 
    
	
and Treasurer
    	
and Chief Executive Officer
    
	
 
    	
 
    
	
Countersigned and Registered:
    	
 
    
	
American Stock Transfer & Trust Company,
    	
 
    
	
Transfer Agent and Registrar
    	
 
    
	
 
    	
 
    
	
By: 
    	
 
    	
 
    	
 
    
	
 
    	
Authorized Signature
    	
 
    
					


 











 

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, 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 for the purpose 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 or Constructively Own shares of the Corporation’s Common Stock in excess of the Common Stock Ownership Limit 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 the Aggregate Stock Ownership Limit, 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 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 will 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.

 




 

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 name and address of Assignee, including zip code, and Social Security or other identifying number of Assignee), (                          ) shares of 7.75% Series B Cumulative Redeemable Preferred Stock, $.01 par value per share, of the Corporation represented  by this Certificate and does hereby irrevocably constitute and appoint                                      agent 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 Change Whatever.