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.

  	
  A
  MARYLAND REAL ESTATE INVESTMENT TRUST

  	
  ON
  TRANSFER RESTRICTIONS AND

  
	
   

  	
   

  	
  OTHER
  INFORMATION

  
	
   

  	
   

  	
  CUSIP 40426W 10
  1

  



 


THIS
CERTIFIES THAT


 


 


is the registered holder
of


 


FULLY PAID AND
NONASSESSABLE COMMON SHARES OF BENEFICIAL INTEREST IN

HRPT PROPERTIES 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

  
				



 


THE
DECLARATION OF TRUST PROVIDES THAT THE NAME “HRPT PROPERTIES 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

  



 


AMERICAN
FINANCIAL PRINTING INCORPORATED – MINNEAPOLIS


 

















 


HRPT
PROPERTIES TRUST


IMPORTANT
NOTICE


 


PURSUANT AND SUBJECT TO
THE TERMS OF THE TRUST’S DECLARATION OF TRUST, A COPY OF WHICH, TOGETHER WITH
ALL AMENDMENTS AND SUPPLEMENTS THERETO (THE “DECLARATION”), IS ON FILE WITH THE
STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, 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 SECTION 8-203(d) OF THE MARYLAND REIT 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 BYLAWS OF
THE TRUST, AS AMENDED FROM TIME TO TIME (THE “BYLAWS”), INCLUDING PROVISIONS
WHICH PROHIBIT THE OWNERSHIP OF MORE THAN 9.8% OF THE TRUST’S SECURITIES 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 APPEARS IN THE DECLARATION OR BYLAWS, AS APPLICABLE,
COPIES OF WHICH WILL BE SENT WITHOUT CHARGE TO ANY SHAREHOLDER UPON REQUEST TO
THE SECRETARY OF THE TRUST.


 


THIS CERTIFICATE ALSO
EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE
RENEWED RIGHTS AGREEMENT DATED AS OF MARCH 10, 2004 BETWEEN THE TRUST AND
WELLS FARGO BANK, NATIONAL ASSOCIATION, AS SUCCESSOR RIGHTS AGENT, AND ANY
AMENDMENTS OR RENEWALS THEREOF (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE
HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE
PRINCIPAL OFFICES OF THE TRUST. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN
THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES
AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE TRUST WILL MAIL TO THE
HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE
DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST
THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS
BENEFICIALLY OWNED (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) BY ANY
PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON, OR ANY AFFILIATE OR ASSOCIATE
THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY
HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME
NULL AND VOID. THE RIGHTS SHALL NOT BE EXERCISABLE, AND SHALL BE VOID SO LONG
AS HELD, BY A HOLDER IN ANY JURISDICTION WHERE THE REQUISITE QUALIFICATION TO
THE ISSUANCE TO SUCH HOLDER, OR THE EXERCISE BY SUCH HOLDER, OF THE RIGHTS IN
SUCH JURISDICTION SHALL NOT HAVE BEEN OBTAINED OR BE OBTAINABLE.


 


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.