opiexhibit041






                                                                                                                                                                 Exhibit 4.1      COMMON SHARES                                                                                                                        COMMON SHARES $.01 PAR VALUE PER SHARE                                                                                                             $.01 PAR VALUE PER SHARE                                                                                                                                     SEE REVERSE FOR IMPORTANT NOTICE                                                                                                                                       ON TRANSFER RESTRICTIONS AND                                                               A MARYLAND REAL ESTATE INVESTMENT TRUST                                      OTHER INFORMATION                                                                                                                                          CUSIP 67623C 10 9               THIS CERTIFIES THAT                                                                                                                                                                BY                                                                                                                                                                         ONESGE N REGISTERED: AND COUNTERSIGNED                                                                                                                                                                      QIIITUTCOMPANY TRUST EQUINITI              is the registered holder of                                     FULLY PAID AND NON-ASSESSABLE COMMON SHARES OF BENEFICIAL INTEREST IN                                                             OFFICE 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 DeclarationCOMMON 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 SIGNATURE AUTHORIZED             Agent and Registrar.                                                                                                                                                                    RNFRAGENT TRANSFER                   IN WITNESS WHEREOF, the Trust has caused this Certificate to be executed on its behalf by its duly authorized officers.                         REGISTRAR AND             Dated:                               PRESIDENT AND CHIEF EXECUTIVE OFFICER                               CHIEF FINANCIAL OFFICER AND TREASURER              THE DECLARATION OF TRUST PROVIDES THAT THE NAME “OFFICE 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.                                                             AMERICAN FINANCIAL PRINTING INCORPORATED – MINNEAPOLIS 





 






                                                                   OFFICE   PROPERTIES     INCOME    TRUST                                                                             IMPORTANT     NOTICE OFFICE   PROPERTIES      INCOME    TRUST   IS A MARYLAND      REAL  ESTATE   INVESTMENT      TRUST   (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:                                                                                      UTMA    –  ____________   Custodian   ____________ TEN   COM    –  as tenants  in common                                                               (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.