Specimen certificate



 Exhibit 4.1 
  
 [FACE OF CERTIFICATE] 
  
 [LOGO] 
  

					
	 NUMBER
	 	 	 	SHARES

  
 IMPAC MORTGAGE
HOLDINGS, INC. 
 Incorporated under the laws of the State of Maryland 
  

			
	 9.375% SERIES B CUMULATIVE
	 	CUSIP 45254P 30 0
	 REDEEMABLE PREFERRED
	 	SEE REVERSE FOR CERTAIN DEFINITIONS
	 (LIQUIDATION PREFERENCE $25.00)
	 	 

  
 THIS CERTIFIES THAT
                                        
                                 is the owner of
                                        
                         FULLY PAID AND NON-ASSESSABLE SHARES OF 9.375% SERIES B CUMULATIVE REDEEMABLE PREFERRED STOCK, $.01
PAR VALUE, (LIQUIDATION PREFERENCE $25) OF 
  
 IMPAC MORTGAGE
HOLDINGS, INC. 
  
 (hereinafter called the Corporation), transferable on the
books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. 
  
 This Certificate and the shares represented hereby are issued and shall be subject to all of the provisions of the charter of the Corporation (the
“Charter”) and the Bylaws of the Corporation and any amendments thereto. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. 
  
 Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 
  
 Dated: 
  
 [SEAL] 
  

					
			
	 /s/    Ron Morrison        
	 	 	 	/s/    William S. Ashmore        
	
	 	 	 	

	General Counsel and Secretary	 	 	 	President and Chief Operating Officer

  
 Countersigned and Registered:

 AMERICAN STOCK TRANSFER & TRUST COMPANY Transfer Agent and Registrar 
  
 By 
  
 Authorized Signature 
  
 [REVERSE OF CERTIFICATE] 
  
 IMPAC MORTGAGE HOLDINGS, INC. 
  
 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, by all of which the holder by
acceptance hereof is bound. 







 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, 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 Charter, (i) no Person may Beneficially or Constructively Own shares of the Corporation’s Common
Stock in excess of 9.5 percent (in value or number of shares) 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 9.5 percent 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. 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, 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
MAY 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
 TEN ENT– as tenants by the entireties
 JT TEN – as joint tenants with right of survivorship and not as
             tenants in common
	 	 UNIF GIFT MIN ACT–
                              Custodian
                            
 (Cust)                                    (Minor)

under Uniform Gifts to Minors
 Act
                                       
 
 (State)


  
 Additional
abbreviations may also be used though not in the 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 the Preferred Stock represented
by the within Certificate, and do hereby irrevocably constitute and appoint
                                        
                                        
                                 Attorney to transfer the said stock on the books of
the within-named Corporation 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 THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE
WHATSOEVER.


  
 SIGNATURE GUARANTEED:

  

  
 THE SIGNATURE(S) 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 S.E.C. RULE 17Ad-15.