Exhibit 4.1


 




	
  

  	
  COMMON A
  MARYLAND REAL ESTATE INVESTMENT TRUST SEE REVERSE FOR IMPORTANT NOTICE ON
  TRANSFER RESTRICTIONS AND OTHER INFORMATION CUSIP 294628 10 2 THIS CERTIFIES
  THAT is the registered holder of FULLY PAID AND NONASSESSABLE COMMON SHARES
  OF BENEFICIAL INTEREST IN EQUITY COMMONWEALTH 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 AND CHIEF EXECUTIVE OFFICER CHAIRMAN OF THE BOARD
  OF TRUSTEES COUNTERSIGNED AND REGISTERED: WELLS FARGO BANK, N.A. TRANSFER
  AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE U AMERICAN FINANCIAL PRINTING
  INCORPORATED – MINNEAPOLIS THE DECLARATION OF TRUST PROVIDES THAT THE NAME
  “EQUITY COMMONWEALTH” 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. COMMON
  SHARES $.01 PAR VALUE PER SHARE COMMON SHARES $.01 PAR VALUE PER SHARE
  EXHIBIT 4.1 

  






 














	
  

  	
  EQUITY
  COMMONWEALTH IMPORTANT NOTICE PURSUANT AND SUBJECT TO THE TERMS OF THE
  AMENDED AND RESTATED DECLARATION OF TRUST OF THE TRUST, AS AMENDED FROM TIME
  TO TIME (THE “DECLARATION”), THE TRUST 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 TRUST WILL FURNISH A FULL
  STATEMENT OF (i) THE AUTHORITY OF THE TRUST 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 TRUST. THE SHARES
  EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND
  TRANSFER WHICH ARE OR MAY HEREAFTER BE CONTAINED IN THE DECLARATION OR IN THE
  AMENDED AND RESTATED BYLAWS ADOPTED BY THE TRUST, AS AMENDED FROM TIME TO
  TIME (THE “BYLAWS”), INCLUDING PROVISIONS WHICH PROHIBIT THE OWNERSHIP OF
  MORE THAN 9.8% OF ANY CLASS OR SERIES OF THE TRUST’S SHARES OF BENEFICIAL
  INTEREST BY ANY PERSON OR GROUP. THIS DESCRIPTION OF THE RESTRICTIONS UPON
  OWNERSHIP OR TRANSFER OF THE TRUST’S SECURITIES IS NOT COMPLETE. A MORE COMPLETE
  DESCRIPTION OF THESE RESTRICTIONS AND OF VARIOUS RIGHTS AND OBLIGATIONS OF
  SHAREHOLDERS APPEARS IN THE DECLARATION OR BYLAWS, AS APPLICABLE, AND IN
  CERTAIN OTHER AGREEMENTS WHICH MAY FROM TIME TO TIME BE ENTERED INTO BY THE
  TRUST AFFECTING THE RIGHTS AND OBLIGATIONS OF SHAREHOLDERS. COPIES OF THE
  DECLARATION, 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 TRUST. 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 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. PLEASE INSERT SOCIAL SECURITY OR OTHER
  IDENTIFYING NUMBER OF ASSIGNEE