Exhibit 4.2



 Exhibit 4.2 

 

							
	 Number *[        ]*
	 		  	Shares of Series A Preferred Stock *[        ]*	 	
			
		 	SEE REVERSE FOR IMPORTANT
NOTICE                                     
ON TRANSFER RESTRICTIONS AND OTHER INFORMATION 
	 	

 CUSIP
[                                ] 

SUMMIT HOTEL PROPERTIES, INC. 
 INCORPORATED UNDER THE LAWS OF THE 
 STATE OF MARYLAND 

THIS CERTIFIES THAT **Specimen** is the owner of **Zero (0)** fully paid and nonassessable shares of
[            ]% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share, of 
 SUMMIT HOTEL PROPERTIES, INC. 
 (the “Corporation”) transferable on the books of
the Corporation by the holder hereof in person or by a duly authorized attorney of the holder thereof, 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 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

  and Registrar
	  		 	
	  		 	
	  	 	 	(SEAL)
	  	Chief Executive Officer	 	
			
	
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, Constructive Ownership and Transfer for the purpose,
among others, of the Corporation’s maintenance of its status as 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 shall Beneficially Own or Constructively Own shares of Capital Stock in excess of the Stock Ownership Limit unless such person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no
Person shall Beneficially Own shares of Capital Stock to the extent that such Beneficial Ownership of Capital Stock would result in the Corporation being “closely held” within the meaning of Section 856(h) of the Code (without regard
to whether the ownership interest is held during the last half of the taxable year); (iii) no Person may Transfer shares of Capital Stock if such Transfer would result in the Capital Stock being Beneficially Owned by fewer than 100 Persons (as
determined under the principles of Section 856(a)(5) of the Code); (iv) no Person shall Beneficially Own or Constructively Own shares of Capital Stock to the extent that such Beneficial Ownership or Constructive Ownership of Capital Stock
would cause the Corporation to Constructively Own 10% or more of the ownership interests in a tenant (other than a TRS) of the Corporation’s real property within the meaning of Section 856(d)(2)(B) of the Code; and (v) no Person shall
Beneficially or Constructively Own shares of Capital Stock to the extent such Beneficial Ownership or Constructive Ownership of shares of Capital Stock would otherwise cause the Corporation to fail to qualify as a REIT under the Code, including, but
not limited to, as a result of any “eligible independent contractor” (as defined in Section 856(d)(9)(A) of the Code) that operates a “qualified lodging facility” (as defined in section 856(d)(9)(D)(i) of the Code) on behalf
of a TRS failing to qualify as such. Any Person who acquires or attempts or intends to acquire Beneficial Ownership or Constructive Ownership of shares of Capital Stock which causes or may 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 or, in the case of a proposed or attempted transaction, must give at least 15 days’ prior notice to the Corporation. If the
restriction on Transfer set forth in (iii) above is violated, the purported Transfer will be void ab initio and the intended transferee will acquire no rights in such shares of capital stock. If any of the restrictions on Transfer,
Beneficial Ownership or Constructive Ownership set forth in (i), (ii), (iv) or (v) above are violated, the shares of Capital Stock in excess or in violation of such limitations (rounded up to the nearest whole share) will be automatically
transferred to a Charitable Trust for the benefit of a Charitable Beneficiary and the Person shall acquire no rights in such shares of Capital Stock. In addition, the Corporation may take other actions, including redeeming shares of Capital Stock
upon the terms and conditions specified by the Board of Directors, in its sole and absolute discretion, if the Board of Directors determines that Beneficial Ownership, Constructive 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 legend have the meanings defined in the Charter, a
copy of which, including the restrictions on Transfer and Beneficial Ownership or Constructive Ownership, will be furnished to each holder of shares of Capital Stock 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 WILL 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	 		 		 		 		 	
		 				 	survivorship and not as tenants in common	 		 	Under the Uniform Gifts to Minors Act of	 	 
		 				 		 		 		 		 	(State)


	
	
	 FOR VALUE RECEIVED,
                     HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO
  

	 
	(PRINT OR TYPE NAME & ADDRESS, INCLUDING ZIP CODE & SS# OR OTHER IDENTIFYING NUMBER, OF ASSIGNEE
	
	
                (      
      ) shares 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.