ex4-1.htm


    Exhibit
      4.1


    


    
      	
               Number  *   * 

            	 Shares  *   *


    

     

     

    
      	
               7.25%
                SERIES A CUMULATIVE

            	 	 
	
               CONVERTIBLE
                PREFERRED SHARES

            	 	
               SEE
                REVERSE FOR

            
	 	 	
               IMPORTANT
                NOTICE

            
	 	 	
               ON
                TRANSFER RESTRICTIONS

            
	 	 	
               AND
                OTHER INFORMATION

            


    

    
 

                CUSIP
      027568203

    


    AMERICAN
      MORTGAGE ACCEPTANCE COMPANY

    a
      Business Trust

    Formed
      Under the Laws of the Commonwealth of Massachusetts

    


    


    


    


    THIS
      CERTIFIES THAT
      [               ]

    


    is
      the
      owner
      of  **                     **

    


    fully
      paid and nonassessable 7.25% Series A Cumulative Convertible Preferred Shares
      ("Series A Preferred Shares") of AMERICAN MORTGAGE ACCEPTANCE COMPANY (the
“Trust”), transferable on the books of the 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 represented hereby are
      issued and shall be held subject to all of the provisions of the Third Amended
      and Restated Declaration of Trust (“Declaration of Trust”) and the Amended and
      Restated Bylaws of the Trust and any amendments thereto.  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:
      July 27, 2007

    


    


    


    (SEAL)                                                                /s/
      Marc. D. Schitzer­­­

    Marc
      D. Schitzer, Chairman of the
      Board

    
 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    IMPORTANT
      NOTICE

    


    The
      shares represented by this
      certificate are subject to restrictions on transfer for the purpose of the
      Trust’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 exceptions, no Person may (1) beneficially own or constructively own
      Shares of the Trust in excess of 9.8% of the outstanding Shares of the Trust
      entitled to vote; or (2) beneficially own Shares of the Trust that would result
      in the Trust’s being “closely held” under Section 856(h) of the
      Code.  Any Person who attempts to beneficially own or constructively
      own Shares of the Trust in excess of the above limitations must immediately
      notify the Trust.  The shares most recently acquired by a person that
      are in excess of the 9.8% limit will not have any voting  rights and
      will be deemed to have been offered for sale to the Trust for a period
      subsequent to the acquisition. All capitalized terms in this legend have the
      meanings defined in the Declaration of Trust, as the same may be further amended
      from time to time, a copy of which including the restrictions on transfer,
      will
      be sent without charge to each shareholder who so requests.  If any
      Shares of the Trust become Excess Shares, such shares shall be deemed to have
      been automatically converted into a class of Excess Shares.

    


    THE
      TRUST WILL FURNISH TO ANY
      SHAREHOLDER ON REQUEST AND WITHOUT CHARGE A FULL STATEMENT OF THE DESIGNATIONS
      AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS,
      LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS, AND TERMS AND CONDITIONS OF
      REDEMPTION OF THE SHARES OF EACH CLASS OR SERIES WHICH THE TRUST IS AUTHORIZED
      TO ISSUE, TO THE EXTENT THEY HAVE BEEN SET, AND OF THE AUTHORITY OF THE BOARD
      OF
      TRUSTEES TO SET THE RELATIVE RIGHTS AND PREFERENCES OF A SUBSEQUENT SERIES
      OF A
      PREFERRED OR SPECIAL CLASS OF SHARES.  SUCH REQUEST MAY BE MADE TO THE
      SECRETARY OF THE TRUST OR TO ITS TRANSFER AGENT.

    


    Keep
      this
      certificate in a safe place.  If it is lost, stolen or destroyed, the
      trust 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                                                                                                  
  
(cust)                                      
     (Minor)

    JT
      TEN      - as joint tenants with
      right                                                 under
      Uniform Gifts to Minors Act of _______________________
             
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
      PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
      ASSIGNEE)


    ________________________________________________________________________________________________________________________

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


                                       Series
      A Preferred Shares of the Trust represented by this Certificate and do hereby
      irrevocably constitute and appoint   attorney to transfer the said
      shares on the books of the Trust, with full power of substitution in the
      premises.

    


    Dated
      _______________________                                                                          x_________________________________________                           x_____________________________________________________________

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

    Signature(s) Guaranteed

     

    
      ________________________________________________

    

    
      THE
        SIGNATURES SHOULD BE GUARANTEED BY AN

      ELIGIBLE
        GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,

      SAVINGS
        AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH

      MEMBERSHIP
        IN AN APPROVED SIGNATURE GUARANTEE

      MEDALLION
        PROGRAM) PURSUANT TO SEC RULE 17Ad-15.