Exhibit 4.1


 




	
  

  	
  A MARYLAND REAL
  ESTATE INVESTMENT TRUST SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER
  RESTRICTIONS AND OTHER INFORMATION CUSIP 203233 10 1 THIS CERTIFIES THAT is
  the registered holder of FULLY PAID AND NONASSESSABLE COMMON SHARES OF
  BENEFICIAL INTEREST IN COMMONWEALTH REIT 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 COUNTERSIGNED AND REGISTERED: WELLS FARGO BANK,
  N.A. TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE U AMERICAN
  FINANCIAL PRINTING INCORPORATED – MINNEAPOLIS THIS CERTIFICATE IS
  TRANSFERABLE IN SOUTH SAINT PAUL, MN. THE DECLARATION OF TRUST PROVIDES THAT
  THE NAME “COMMONWEALTH REIT” 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 

  






 


 














	
  

  	
  COMMONWEALTH
  REIT 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: 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