EX-4.2






EXHIBIT 4.2




CAREY WATERMARK INVESTORS INCORPORATED

a Maryland corporation




FORM
OF NOTICE TO STOCKHOLDER OF ISSUANCE

OF UNCERTIFICATED SHARES OF COMMON STOCK

Containing the Information Required by Section 2-211 of the

Maryland General Corporation Law




	 	 	 
	To:

	 	Stockholder
	 
	 	 
	From:

	 	[Name], President






Shares of Common Stock, $.001 par value per share




     Carey Watermark Investors Incorporated, a Maryland corporation (the “Corporation”), is issuing to
you, subject to acceptance by the Corporation, the number of shares of its common stock (the
“Securities”) set forth in your subscription agreement with the Corporation. The Securities do not
have physical certificates. Instead, the Securities are recorded on the books and records of the
Corporation, and this notice is given to you of certain information relating to the Securities.
All capitalized terms not defined herein have the meanings defined in the Corporation’s charter, as
the same may be amended from time to time (the “Charter”), a copy of which, including the
restrictions on transfer and ownership, will be furnished to each holder of Securities on request
and without charge. Requests for such a copy may be directed to the Secretary of the Corporation
at its principal office.



     The Corporation has the authority to issue shares of stock of more than one class. Upon the
request of any stockholder, and without charge, the Corporation will furnish a full statement of
the information required by Section 2-211 of the Maryland General Corporation Law with respect to
certain restrictions on ownership and transferability, 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 shares of each class
of stock which the Corporation has authority to issue, the differences in the relative rights and
preferences between the shares of each series to the extent set, and the authority of the Board of
Directors to set such rights and preferences of subsequent series. Such requests must be made to
the Secretary of the Corporation at its principal office.



     The Securities are subject to restrictions on Beneficial and Constructive Ownership and
Transfer for the purpose, among others, of the Corporation’s maintenance of its status 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 Charter,
(i) no Person may Beneficially or Constructively Own Common Shares in excess of 9.8% (in value or
number of Shares) of the outstanding Common Shares unless such Person is an Excepted Holder (in
which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially or
Constructively Own Shares in excess of 9.8% of the value of the total outstanding Shares, unless
such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable);
(iii) no Person may Beneficially or Constructively Own Shares 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 if such Transfer would result in Shares
being owned by fewer than 100 Persons. Any Person who Beneficially or Constructively Owns or
attempts to Beneficially or Constructively Own Shares which cause or will cause a Person to
Beneficially or Constructively Own Shares in excess or in violation of the above limitations must
immediately notify the Corporation. If any of the restrictions on transfer or ownership are
violated, the Securities will be automatically transferred to a Charitable 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 discretion if the Board of
Directors determines that ownership or a Transfer or other event may violate the restrictions
described above. Furthermore, upon the occurrence of certain events, attempted Transfers in
violation of the restrictions described above may be void ab initio.