Exhibit 4.1


 





INCORPORATED UNDER THE LAWS OF THE





STATE OF MARYLAND





	 	 	 	 	 	 	 	 	 
	
        NUMBER

        

        **            **

        
	 	 	 	 	 	 	 	
        SHARES

        

        **             **

        

	 	 	 	 	 
	 	 	 	 	 	 	 	 	CUSIP 58403P 204


 


SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER


 


RESTRICTIONS AND OTHER INFORMATION


 


MEDALIST DIVERSIFIED REIT, INC.


a Corporation





Incorporated Under the Laws of the State
of Maryland


 


THIS CERTIFIES THAT
**                            **
is the registered owner of **                            
(                              )**
fully paid and non-assessable shares of 8.0% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Series
A Preferred Stock”), of


 


Medalist Diversified REIT, 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 and 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 and its seal to be hereunder affixed
this             day of        
, 20        .


 


	 	 	 	 	 	 	 	 	 
	Countersigned and Registered:	 	 	 	 	 	(SEAL)
	           Transfer Agent and Registrar	 	 	 	Chief Executive Officer, Treasurer and Secretary	 	 
	 	 	 	 	 
	By:	 	 	 	 	 	 	 	 
	 	 	Authorized Signature	 	 	 	 	 	 


 







     

     


    




 


IMPORTANT NOTICE


 


CLASSES OF STOCK


 


The Corporation is authorized to issue
capital stock of more than one class or series, consisting of common stock and one or more classes or series of preferred stock.
The Board of Directors is authorized to determine the preferences, limitations and relative rights of any class or series of preferred
stock before the issuance of such class or series of preferred stock. 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, qualifications, and terms and conditions of redemption of the stock of each class which
the Corporation is authorized 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 they have been set,
and (ii) the authority of the Board of Directors to set relative rights and preferences of subsequent series. Such request must
be made to the Secretary of the Corporation at its principal office or to the Transfer Agent.


 


RESTRICTIONS ON OWNERSHIP AND TRANSFER


 


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 (a “REIT”) 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 9.8% (in value
or number of shares, whichever is more restrictive) 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 or Constructively
Own shares of Capital Stock of the Corporation in excess of 9.8% of the value 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 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
(as determined under the principles of Section 856(a)(5) of the Code). 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 set forth in (i) through (iii) above are 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 take other actions, including redeeming shares upon the terms
and conditions specified by the Board of Directors, in its sole and absolute discretion if the Board of Directors determines that
ownership or a Transfer or other event may violate the restrictions described above. Furthermore, if the restriction on transfer
or ownership set forth in (iv) above is violated, or upon the occurrence of certain other events, attempted Transfers in violation
of the restrictions described above may be void ab initio, in which case the intended transferee shall acquire no rights
in the shares of Capital Stock subject to the Transfer. 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                  (Minor)
	TEN ENT– as tenants by the entireties	under Uniform Gifts to Minors Act of                       (State)
	
        JT TEN– as joint tenants with right of survivorship

        

                           and
not as tenants in common
	
         

        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)


 


 


 



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


 


                        
(                   ) Shares
of Series A Preferred 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 THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.