Exhibit 4.1



XXXXXX XXXXXX   COMMON SHARES $0.01 PAR VALUE PER SHARE COMMON SHARES $0.01 PAR VALUE PER   SHARE SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER   INFORMATION A MARYLAND REAL ESTATE INVESTMENT TRUST FULLY PAID AND   NON-ASSESSABLE COMMON SHARES OF BENEFICIAL INTEREST IN TREMONT MORTGAGE TRUST   a Maryland real estate investment trust (the “TrCust”), OtransfeMrable onMthe   boOoks ofNthe Trust by the holder hereof in person or by its duly authorized   attorney upon surrender of this Certificate properly endorsed. This   Certificate and the shares evidenced hereby are issued and shall be held   subject to all of the provisions of the Declaration of Trust and Bylaws of   the Trust each as in effect from time to time. The holder of this Certificate   and every transferee or assignee hereof by accepting or holding the same   agrees to be bound by all of the provisions of the Declaration of Trust and   Bylaws of the Trust, each as in effect from time to time. This Certificate is   not valid unless countersigned and registered by the Transfer Agent and   Registrar. IN WITNESS WHEREOF, the Trust has caused this Certificate to be   executed on its behalf by its duly authorized officers. Dated: CHIEF   EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER AND TREASURER THE DECLARATION OF   TRUST PROVIDES THAT NO TRUSTEE, SHAREHOLDER, EMPLOYEE OR AGENT OF THE TRUST   SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, IN CONNECTION   WITH THIS INSTRUMENT. ALL PERSONS DEALING WITH THE TRUST IN ANY WAY SHALL   LOOK ONLY TO THE ASSETS OF THE TRUST FOR PAYMENT OF ANY SUM OR PERFORMANCE OF   ANY OBLIGATION. AMERICAN FINANCIAL PRINTING INCORPORATED – MINNEAPOLIS   COUNTERSIGNED AND REGISTERED: WELLS FARGO BANK, N.A. TRANSFER AGENT AND   REGISTRAR BY AUTHORIZED SIGNATURE THIS CERTIFIES THAT is the registered   holder ofX X X X X X CUSIP 894789 10 6 


    




 










TREMONT   MORTGAGE TRUST IMPORTANT NOTICE TREMONT MORTGAGE TRUST IS A MARYLAND REAL   ESTATE INVESTMENT TRUST (THE “TRUST”). THE SHARES EVIDENCED BY THIS   CERTIFICATE ARE ISSUED AND SHALL BE HELD SUBJECT TO ALL OF THE PROVISIONS OF   THE DECLARATION OF TRUST OF THE TRUST, AS IN EFFECT FROM TIME TO TIME (THE   “DECLARATION OF TRUST”) AND THE BYLAWS OF THE TRUST, AS IN EFFECT FROM TIME   TO TIME (THE “BYLAWS”). THE HOLDER OF THE SHARES EVIDENCED BY THIS CERTIFICATE   AND EVERY TRANSFEREE OR ASSIGNEE THEREOF BY ACCEPTING OR HOLDING THE SAME   AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE DECLARATION OF TRUST AND   BYLAWS. THE TRUST WILL FURNISH TO ANY SHAREHOLDER, ON REQUEST AND WITHOUT   CHARGE, A FULL STATEMENT OF THE INFORMATION REQUIRED BY SECTION 8-203(d) 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   SHARES OF EACH CLASS OF BENEFICIAL INTEREST WHICH THE TRUST HAS AUTHORITY TO   ISSUE AND, IF THE TRUST 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 TRUSTEES TO SET THE RELATIVE 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   DECLARATION OF TRUST, A COPY OF WHICH WILL BE SENT WITHOUT CHARGE TO EACH   SHAREHOLDER WHO SO REQUESTS. SUCH REQUEST MUST BE MADE TO THE SECRETARY OF   THE TRUST AT ITS PRINCIPAL OFFICE. THE SHARES EVIDENCED BY THIS CERTIFICATE   ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND TRANSFER WHICH ARE OR MAY   HEREAFTER BE CONTAINED IN THE DECLARATION OF TRUST OR IN THE BYLAWS,   INCLUDING PROVISIONS OF THE DECLARATION OF TRUST WHICH PROHIBIT THE OWNERSHIP   OF MORE THAN 9.8%, BY NUMBER OR VALUE, OF ANY CLASS OR SERIES OF THE TRUST’S   SHARES OF BENEFICIAL INTEREST BY ANY PERSON OR GROUP. THIS DESCRIPTION OF THE   RESTRICTIONS UPON OWNERSHIP OR TRANSFER OF THE TRUST’S SECURITIES IS NOT   COMPLETE. A MORE COMPLETE DESCRIPTION OF THESE RESTRICTIONS AND OF VARIOUS   RIGHTS AND OBLIGATIONS OF SHAREHOLDERS APPEARS IN THE DECLARATION OF TRUST OR   BYLAWS, AS APPLICABLE, AND IN CERTAIN OTHER AGREEMENTS WHICH MAY FROM TIME TO   TIME BE ENTERED INTO BY THE TRUST AFFECTING THE RIGHTS AND OBLIGATIONS OF   SHAREHOLDERS. COPIES OF THE DECLARATION OF TRUST, BYLAWS AND AGREEMENTS   AFFECTING THE RIGHTS AND OBLIGATIONS OF SHAREHOLDERS AS IN EFFECT FROM TIME   TO TIME WILL BE SENT WITHOUT CHARGE TO ANY SHAREHOLDER UPON REQUEST TO THE   SECRETARY OF THE TRUST. 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: UTMA   – Custodian TEN COM TEN ENT JT TEN – as tenants in common – as tenants by   entireties – as joint tenants with right of survivorship and not as tenants   in common (Cust) (Minor) under Uniform Transfers to Minors Act (State)   Additional abbreviations may also be used though not in 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 beneficial interest   represented by the within Certificate, and do hereby irrevocably constitute   and appoint Attorney to transfer the said shares on the books of the   within-named Trust with full power of substitution in the premises. Dated X X   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. SIGNATURE GUARANTEED ALL   GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A BANK OR BROKER)   WHICH IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM   (“STAMP”), THE NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM   (“MSP”), OR THE STOCK EXCHANGES MEDALLION PROGRAM (“SEMP”) AND MUST NOT BE   DATED. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE.