EX-4.1



 Exhibit 4.1 
  

			
	Number *0*	  	Shares *0*

  

					
		  		  	 SEE REVERSE FOR IMPORTANT NOTICE
 ON
TRANSFER RESTRICTIONS
 AND OTHER INFORMATION


  

					
		  	THIS CERTIFICATE IS TRANSFERABLE	  	CUSIP ___________
		  	IN THE CITIES OF ______________	  	

 ESSENTIAL PROPERTIES REALTY TRUST, INC. 

a Corporation Formed Under the Laws of the State of Maryland 

THIS CERTIFIES THAT **Specimen** is the owner of **Zero (0)** fully paid and nonassessable shares of Common Stock, $0.01 par value per share,
of 
 ESSENTIAL PROPERTIES REALTY TRUST, INC. 

(the “Corporation”) transferable on the books of the Corporation by the holder hereof in person or by its duly authorized attorney, upon surrender
of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the charter of the Corporation (the “Charter”) and the Bylaws of the Corporation and
any amendments or supplements thereto. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. 

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed on its behalf by its duly authorized officers. 

DATED: __________________ 
  

									
	Countersigned and Registered:	 		  		  	
	Transfer Agent	  	____________________________________(SEAL)	  	
	and Registrar	  	President	  	
					
	By:	 	  
	 		  	  
	  	
		 	Authorized Signature	 		  	Secretary	  	








 IMPORTANT NOTICE 

The Corporation will furnish to any stockholder, on request and without charge, a full statement of the information required by
Section 2-211(b) of the Corporations and Associations Article of the Annotated Code of Maryland with respect to the designations and any preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of the stock of each class which the Corporation has authority to issue and, if the Corporation is authorized to issue any
preferred or special class in series, (i) the differences in the relative rights and preferences between the shares of each series to the extent set, and (ii) the authority of the Board of Directors to set such rights and preferences of
subsequent series. The foregoing summary does not purport to be complete and is subject to and qualified in its entirety by reference to the Charter, a copy of which will be sent without charge to each stockholder who so requests. Such request must
be made to the Secretary of the Corporation at its principal office. 
 The shares represented by this certificate are subject to restrictions on Beneficial
Ownership and Constructive Ownership and Transfer for the purpose, among others, of the Corporation’s qualification as a Real Estate Investment Trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the
“Code”). Subject to certain further restrictions and except as expressly provided in the Corporation’s Charter, (i) no Person may Beneficially Own or Constructively Own shares of the Corporation’s Common Stock in excess of
the Common Stock Ownership Limit unless such Person is (a) an Excepted Holder (in which case the Excepted Holder Limit shall be applicable) or (b) a Designated Investment Entity (in which case the Designated Investment Entity Limit shall
be applicable); (ii) no Person may Beneficially Own or Constructively Own shares of Capital Stock of the Corporation in excess of the Aggregate Stock Ownership Limit, unless such Person is (a) an Excepted Holder (in which case the Excepted
Holder Limit shall be applicable) or (b) a Designated Investment Entity (in which case the Designated Investment Entity Limit shall be applicable); (iii) no Person may Beneficially Own or Constructively Own Capital Stock that would result in
the Corporation being “closely held” under Section 856(h) of the Code or otherwise cause the Corporation to fail to qualify as a REIT; and (iv) no Person may Transfer shares of Capital Stock if such Transfer would result in the
Capital Stock of the Corporation being owned by fewer than 100 Persons. Any Person who Beneficially Owns or Constructively Owns or attempts or intends to Beneficially Own or Constructively Own shares of Capital Stock which cause or will cause a
Person to Beneficially Own or Constructively Own shares of Capital Stock in excess or in violation of the above limitations must immediately notify the Corporation. If any of the restrictions on transfer or ownership provided in (i), (ii) or
(iii) above are violated, the shares of Capital Stock in excess or in violation of the above limitations will be automatically transferred to a Trustee of a Trust for the benefit of one or more Charitable Beneficiaries. In addition, the
Corporation may redeem shares upon the terms and conditions specified by the Board of Directors in its sole and absolute discretion if the Board of Directors determines that ownership or a Transfer or other event may violate the restrictions
described above. Furthermore, if the ownership restrictions provided in (iv) above would be violated or upon the occurrence of certain events, attempted Transfers in violation of the restrictions described above may be void ab initio. All
capitalized terms in this legend have the meanings defined in the Charter of the Corporation, as the same may be amended from time to time, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of
shares of Capital Stock of the Corporation on request and without charge. Requests for such a copy may be directed to the Secretary of the Corporation at its Principal Office. 

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED, THE CORPORATION MAY REQUIRE 

A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE. 

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	  	UNIF GIFT MIN ACT                                  Custodian
_________
	TEN ENT	  	-	  	as tenants by the entireties	  	
            (Custodian)         
                (Minor)

	JT TEN	  	-	  	as joint tenants with right of	  	Under the Uniform Gifts to Minors Act of _______________
		  		  	survivorship and not as tenants in common	  	
                      
      (State)


 FOR VALUE RECEIVED, ________________HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO 

  
  

(NAME & ADDRESS, INCLUDING ZIP CODE & SS# OR OTHER IDENTIFYING # OF ASSIGNEE)     

______________________________________(________________) shares of stock of the Corporation represented by this Certificate and does hereby irrevocably
constitute and appoint 
 _______________________________________ attorney to transfer the said shares on the books of the Corporation, with full power of
substitution in the premises. 
 Dated: _______________________ 
  

			
		  	  

		  	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 OTHER CHANGE.