Exhibit 4.1


 


	Number *0*	Shares *0*




 


SEE REVERSE FOR IMPORTANT 


NOTICE AND OTHER INFORMATION


 


	THIS CERTIFICATE IS TRANSFERABLE	CUSIP ___________




IN THE CITIES OF _________________


 


Golub Capital Direct Lending Corporation


 


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, $0.001 par value per share, of


 


Golub Capital Direct Lending 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 of the Corporation 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.


 


	DATED	                          	 	 



 





	Countersigned and Registered:
	 	 
	 	Transfer Agent and Registrar	 
	(SEAL)

	 	 	President	 



 


	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 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.


 





 



 


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 Uniform Gifts to Minors Act of
	 	 
	 	 	 	(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, and Social Security Number or other Identifying Number, of Assignee)




 


____________________________
(______________) shares of Common Stock of the Company represented by this Certificate and does hereby irrevocably constitute and
appoint ________________________________ attorney to transfer the said shares of Common Stock on the books of the Company, 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.