Exhibit 4.1


 


	
  COMMON SHARES

  	
   

  	
  COMMON SHARES

  
	
  $.01 PAR VALUE PER SHARE

  	
   

  	
  $.01 PAR VALUE PER SHARE

  
	
   

  	
   

  	
   

  
	
  THIS CERTIFICATE IS TRANSFERABLE

  	
   

  	
  SEE REVERSE FOR IMPORTANT NOTICE

  
	
  IN SOUTH SAINT PAUL, MN.

  	
   

  	
  ON TRANSFER RESTRICTIONS AND

  
	
   

  	
   

  	
  OTHER INFORMATION

  



 


A MARYLAND REAL ESTATE INVESTMENT TRUST


 


CUSIP 38376A 10 3  


 


THIS
CERTIFIES THAT


 


 


is
the registered holder of


 


FULLY PAID AND NON-ASSESSABLE COMMON SHARES OF BENEFICIAL INTEREST IN


 


GOVERNMENT PROPERTIES INCOME TRUST


 


a
Maryland real estate investment trust (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 evidenced hereby are issued and shall be held subject to all of the
provisions of the Declaration of Trust and Bylaws of the Trust and any
amendments thereto. The holder of this Certificate and every transferee or
assignee hereof by accepting or holding the same agrees to be bound by all of
the provisions of the Declaration of Trust and Bylaws of the Trust, as amended
from time to time. 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:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PRESIDENT

  	
  TREASURER AND CHIEF FINANCIAL OFFICER

  



 


THE
DECLARATION OF TRUST PROVIDES THAT THE NAME “GOVERNMENT PROPERTIES INCOME TRUST”
REFERS TO THE TRUSTEES UNDER THE DECLARATION OF TRUST, COLLECTIVELY AS
TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND NO TRUSTEE, SHAREHOLDER,
EMPLOYEE OR AGENT OF THE TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY
OR SEVERALLY, IN CONNECTION WITH THIS INSTRUMENT. ALL PERSONS DEALING WITH THE
TRUST IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF THE TRUST FOR PAYMENT OF ANY
SUM OR PERFORMANCE OF ANY OBLIGATION.


 


	
  COUNTERSIGNED
  AND REGISTERED:

  	
   

  	
   

  
	
  WELLS FARGO BANK, N.A.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TRANSFER AGENT

  	
   

  
	
   

  	
  AND REGISTRAR

  	
   

  
	
   

  	
   

  	
   

  
	
  BY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AUTHORIZED SIGNATURE

  	
   

  



 

















 


GOVERNMENT PROPERTIES INCOME TRUST


IMPORTANT NOTICE


 


GOVERNMENT
PROPERTIES INCOME TRUST IS A MARYLAND REAL ESTATE INVESTMENT COMPANY (THE “COMPANY”).  THE SHARES COVERED BY THIS CERTIFICATE ARE
ISSUED AND SHALL BE HELD SUBJECT TO ALL OF THE PROVISIONS OF THE AMENDED AND
RESTATED DECLARATION OF TRUST OF THE COMPANY, AS AMENDED FROM TIME TO TIME (THE
“DECLARATION OF TRUST”) AND THE AMENDED AND RESTATED BYLAWS ADOPTED BY THE
COMPANY, AS AMENDED FROM TIME TO TIME (THE “BYLAWS”).  THE HOLDER OF THE SHARES COVERED BY THIS
CERTIFICATE AND EVERY TRANSFEREE OR ASSIGNEE THEREOF BY ACCEPTING OR HOLDING
THE SAME AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE DECLARATION OF
TRUST AND BYLAWS.


 


PURSUANT
AND SUBJECT TO THE TERMS OF THE DECLARATION OF TRUST, THE COMPANY HAS THE
AUTHORITY TO CREATE ONE OR MORE ADDITIONAL CLASSES OR SERIES OF SHARES AND
ISSUE ADDITIONAL SHARES OF ANY EXISTING CLASS OR SERIES OF SHARES.  THE COMPANY WILL FURNISH A FULL STATEMENT OF (i) THE
AUTHORITY OF THE COMPANY TO CREATE ADDITIONAL CLASSES OR SERIES OF SHARES AND
ISSUE ADDITIONAL SHARES OF ANY EXISTING CLASS OR SERIES OF SHARES, (ii) THE
TERMS OF ANY EXISTING CLASS OR SERIES OF SHARES, AND (iii) SUCH OTHER
INFORMATION AS IS REQUIRED BY APPLICABLE LAW, WITHOUT CHARGE TO ANY SHAREHOLDER
UPON REQUEST TO THE SECRETARY OF THE COMPANY.


 


THE
SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP
AND TRANSFER WHICH ARE OR MAY HEREAFTER BE CONTAINED IN THE DECLARATION OF
TRUST OR IN THE BYLAWS, INCLUDING PROVISIONS OF THE DECLARATION OF TRUST WHICH
PROHIBIT THE OWNERSHIP OF MORE THAN 9.8% OF ANY CLASS OR SERIES OF THE
COMPANY’S SHARES OF BENEFICIAL INTEREST BY ANY PERSON OR GROUP.  THIS DESCRIPTION OF THE RESTRICTIONS UPON
OWNERSHIP OR TRANSFER OF THE COMPANY’S SECURITIES IS NOT COMPLETE.  A MORE COMPLETE DESCRIPTION OF THESE
RESTRICTIONS AND OF VARIOUS RIGHTS AND OBLIGATIONS OF SHAREHOLDERS APPEARS IN
THE DECLARATION OF TRUST OR BYLAWS, AS APPLICABLE, AND IN CERTAIN OTHER
AGREEMENTS WHICH MAY FROM TIME TO TIME BE ENTERED INTO BY THE COMPANY
AFFECTING THE RIGHTS AND OBLIGATIONS OF SHAREHOLDERS.  COPIES OF THE DECLARATION OF TRUST, BYLAWS
AND AGREEMENTS AFFECTING THE RIGHTS AND OBLIGATIONS OF SHAREHOLDERS AS IN
EFFECT FROM TIME TO TIME WILL BE SENT WITHOUT CHARGE TO ANY SHAREHOLDER UPON
REQUEST TO THE SECRETARY OF THE COMPANY.


 


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

  	
  UTMA —

  	
   

  	
  Custodian

  	
   

  	
   

  
	
   

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
  TEN ENT  —  as
  tenants by entireties

  	
   

  	
  under
  Uniform Transfers to Minors

  
	
   

  	
   

  	
   

  	
   

  
	
  JT
  TEN  — 
  as joint tenants with right of survivorship

  	
   

  	
  Act

  	
   

  	
   

  	
   

  
	
  and
  not as tenants in common

  	
   

  	
    (State)

  	
   

  
	
  Additional abbreviations may also be used though not in 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 beneficial interest 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 Trust with full power of
substitution in the premises.


 


	
  Dated

  	
   

  	
   

  	
  X

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  X

  	
   

  
	
   

  	
   

  
	
   

  	
  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.

  



 


SIGNATURE
GUARANTEED


 


	
  ALL
  GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A BANK OR BROKER)
  WHICH IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM
  (“STAMP”), THE NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM
  (“MSP”), OR THE STOCK EXCHANGES MEDALLION PROGRAM (“SEMP”) AND MUST NOT BE
  DATED. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE.