Exhibit
4.1


 




	
  

  	
  COMMON A
  MARYLAND REAL ESTATE INVESTMENT TRUST CUSIP 44106M 10 2 THIS CERTIFIES THAT
  is the registered holder of FULLY PAID AND NONASSESSABLE COMMON SHARES OF
  BENEFICIAL INTEREST IN HOSPITALITY 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 AND CHIEF OPERATING OFFICER TREASURER AND CHIEF
  FINANCIAL OFFICER COUNTERSIGNED AND REGISTERED: WELLS FARGO BANK, N.A.
  TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE HPT AMERICAN FINANCIAL
  PRINTING INCORPORATED – MINNEAPOLIS THE DECLARATION OF TRUST PROVIDES THAT
  THE NAME “HOSPITALITY 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. COMMON SHARES $.01 PAR VALUE PER SHARE SEE REVERSE FOR IMPORTANT
  NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION COMMON SHARES $.01 PAR
  VALUE PER SHARE 

  






 










 




	
  

  	
  HOSPITALITY
  PROPERTIES TRUST 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. THIS CERTIFICATE
  ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH
  IN THE RENEWED RIGHTS AGREEMENT DATED AS OF MAY 15, 2007 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