Exhibit 4.1
	 

	 
			
				
				  [LEGEND] NUMBER 
				

			 	
				
				  [LEGEND] SHARES
				

			 

 

	 
		CARE INVESTMENT TRUST INC.
	 

	 
		INCORPORATED UNDER THE LAWS OF MARYLAND
	 

	 
			
				
				   
				

			 	
				
				  SEE REVERSE FOR
				

			 
	
				
				   
				

			 	
				
				  CERTAIN DEFINITIONS
				

			 
	
				
				   
				

			 	
				
				  CUSIP
				

			 

 

	 
		THIS CERTIFIES THAT
	 

	 
		is the owner of 
	 

	 
		FULLY PAID AND NON-ASSESSABLE SHARES OF THE
		COMMON STOCK, PAR VALUE $0.001 PER SHARE, OF
	 

	 
		CARE INVESTMENT TRUST INC.
	 

	 
		(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 held subject to all the provisions of the Corporation’s Charter
		and Bylaws, and amendments thereto. 
	 

	 
		CERTIFICATE OF STOCK
	 

	 
		This Certificate is not valid unless
		countersigned by the Transfer Agent and registered by the Registrar.

	 

	 
		Witness the facsimile seal of the
		Corporation and facsimile signatures of its duly authorized officers.
		
	 

	 
		Dated:
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  
 CARE INVESTMENT TRUST
				  INC.      
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

			 
	
				
				  CORPORATE SEAL OF MARYLAND
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  CHIEF EXECUTIVE OFFICER AND
				  PRESIDENT
				

			 

 

	 
		 
	 

	 
			
				
				  COUNTERSIGNED AND REGISTERED:

				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  THE BANK OF NEW YORK
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  TRANSFER AGENT AND REGISTRAR
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  CHIEF FINANCIAL OFFICER,

				  TREASURER, AND SECRETARY
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  BY: 
				

			 	
				
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  AUTHORIZED SIGNATURE
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		IMPORTANT NOTICE
	 

	 
		RESTRICTION ON OWNERSHIP AND
		TRANSFER
	 

	 
		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. 
	 

	 
		THE CHARTER OF THE CORPORATION PROVIDES THAT
		THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
		BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE, AMONG
		OTHERS, OF THE CORPORATION’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE
		INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE
		CORPORATION WILL FURNISH A FULL STATEMENT ABOUT THESE RESTRICTIONS ON
		TRANSFERABILITY AND OWNERSHIP TO EACH STOCKHOLDER ON REQUEST AND WITHOUT
		CHARGE. REQUESTS FOR SUCH INFORMATION 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, MUTILATED 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
				

			 	
				
				   
				

			 	
				
				                                        (Cust)             (Minor)           

				

			 	
				
	
				
				  JT TEN
				

			 	
				
				   
				

			 	
				
				  — as joint tenants with
				  right
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  under Uniform Gifts to Minors

				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				       of
				  survivorship and not as 

				       tenants in
				  common
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  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 POSTAL ZIP CODE, OF
				  ASSIGNEE)
				

				
				   
				

			 
	
				
				   
				

			 
	
				
				   
				

			 	
				
				   Common
				  Shares
				

			 
	
				
				  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 Company with full power of
				  substitution in the premises.
				

			 
			

 

	 
		Dated___________________________
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  NOTICE:
				

			 	
				
				  THE SIGNATURE TO THE 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(s) Guaranteed:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

			 
					

 

	 
		THE SIGNATURE(S) MUST 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.