Specimen Certificate for the Shares



 Exhibit 4.2 
  


			
	             Number *0*
	  	Shares *0*                        

  

	
	SEE REVERSE FOR IMPORTANT
	NOTICE ON TRANSFER RESTRICTIONS
	AND OTHER INFORMATION


  
 LIGHTSTONE
VALUE PLUS REAL ESTATE INVESTMENT 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, $.01 par
value per share, of 
  
 Lightstone Value Plus Real Estate
Investment 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 and the Bylaws of the Corporation and any amendments thereto. 
  
 IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed on its behalf by its duly authorized officers. 
  
 DATED
                                     
  

					
	  

	 	
	 	    (SEAL)
	  

	 	  

	 	 
	 Secretary
	 	 President
	 	 








 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 of the Corporation, 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. 
  
 Upon the date of the
qualification of the Corporation as a REIT, the securities of Corporation are subject to restrictions on Beneficial and Constructive Ownership and Transfer for the purpose, among others, of the Company’s maintenance of its status as a real
estate investment trust 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 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); (ii) no Person may Beneficially or Constructively Own Shares that would result in
the Company being “closely held” under Section 856(h) of the Code or otherwise cause the Company to fail to qualify as a REIT; and (iii) no Person may Transfer Shares if such Transfer would result in the Shares of the Company being owned
by fewer than 100 Persons. Any Person who Beneficially or Constructively Owns or attempts to Beneficially or Constructively Own Shares which causes or will cause a Person to Beneficially or Constructively Own Shares in excess or in violation of the
above limitations must immediately notify the Company. If any of the restrictions on transfer or ownership are violated, the Shares represented hereby will be automatically transferred to a Trustee of a Trust for the benefit of one or more
Charitable Beneficiaries. In addition, the Company may redeem shares upon the terms and conditions specified by the Board in its sole discretion if the Board 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. All capitalized terms in this notice have the meanings defined in the Charter, 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 the Company on request and without charge. 
  
 KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED, THE
CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE. 
 (Additional abbreviations may also
be used though not in the below list.) 
  
 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
 survivorship and not as tenants
 in common
	 	                 under Uniform Gifts to Minors Act of
                 (State)                    
 
	 	 

  
 FOR VALUE RECEIVED,
                     HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO              
  

	
	  


	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE AND SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER, 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.