PREFERRED STOCK WARRANT



 Exhibit 4.6 
  

PREFERRED STOCK WARRANT 
  
 TO PURCHASE 
  
              SHARES OF SERIES A PREFERRED STOCK 
  
 OF 
  
 SUPERTEL HOSPITALITY, INC. 
  
 (Void after             , 2010) 
  
 Warrant No.         

  
 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THIS WARRANT AND THE SHARES PURCHASABLE HEREUNDER ARE SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH HEREIN. 
  
 UNTIL
                    , 2006, NEITHER ANDERSON & STRUDWICK, INCORPORATED NOR ANY ASSIGNEE OF ALL OR A PORTION OF THE RIGHTS PURSUANT TO
THIS WARRANT MAY SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE ANY OF ITS RIGHTS PURSUANT TO THIS WARRANT OTHER THAN TO BONA FIDE OFFICERS OF ANDERSON & STRUDWICK, INCORPORATED. 
  
 This certifies that Anderson & Strudwick, Incorporated
(“A&S,” and each of A&S and any successor or assign being a “Holder”), for consideration of the payment of the sum of $0.001 cash per Warrant Share (as defined below), the sufficiency and receipt of which is hereby
acknowledged, is entitled to purchase from Supertel Hospitality, Inc., a Virginia corporation (the “Company”), subject to the terms set forth below, a maximum of
                    (            ), newly issued, fully paid and
nonassessable shares (subject to adjustment as provided herein) of the Company’s Series A Preferred Stock, $.01 par value per share (the “Warrant Shares”) for cash at a price of $12.00 per share (as adjusted as provided herein, the
“Exercise Price”) or pursuant to the cashless exercise terms in Section 1.2 at any time or from time to time after
                    , 2006 and expiring at 5:00 p.m. (Eastern Time)
                    , 2010 (the “Expiration Date”) upon surrender to the Company at its principal office (or at such other location
as the Company may advise the Holder in writing) of this Warrant properly endorsed with the Form of Subscription attached hereto duly filled in and signed and , if the cashless exercise terms in Section 1.2 are not utilized, upon payment in
cash or by check of the aggregate Exercise Price for the number of shares for which this Warrant is being exercised determined in accordance with the provisions hereof. The Exercise Price is subject to adjustment as provided in Section 3 of
this Warrant and the right to purchase the Warrant Shares and the number of Warrant Shares that may be purchased hereunder are subject to the contingencies set forth in this Warrant. 







 This Warrant is subject to the following terms and conditions: 
  
 1. Exercise, Issuance of Certificates, Reduction in Number of Warrant
Shares. 
  
 1.1. General. Except as provided in
Section 1.2, this Warrant is exercisable at the option of the Holder of record hereof on or prior to the Expiration Date, at any time or from time to time, for all or any part of the Warrant Shares (but not for a fraction of a share) which may
be purchased hereunder, as that number may be adjusted pursuant to Sections 1.2 or 3 of this Warrant. The Company agrees that the Warrant Shares purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record
owner of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered, the completed and executed Form of Subscription delivered, and payment of the Exercise Price in cash or by certified check, or if
applicable, submission of the cashless exercise calculation pursuant to Section 1.2 for such Warrant Shares. Certificates for the Warrant Shares so acquired, together with any other securities or property (including any money) to which the
Holder hereof is entitled upon such exercise, shall be delivered to the Holder or its transferee designated in writing to the Company by the Company at the Company’s expense not later than ten (10) days after the rights represented by this
Warrant have been so exercised. In case of a purchase of less than all the Warrant Shares which may be purchased under this Warrant, the Company shall cancel this Warrant and promptly execute and deliver to the Holder or its transferee designated in
writing to the Company a new Warrant or Warrants of like tenor for the balance of the Warrant Shares purchasable under the Warrant surrendered upon such purchase. Each stock certificate so delivered shall be registered in the name of such Holder.
The Company shall pay all documentary, stamp or similar issue or transfer taxes payable in respect of the issue or delivery of the Warrant Shares. 
  
 1.2. Net Issue Exercise of Warrant. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of Series A
Preferred Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, Holder may elect to receive shares of Series A Preferred Stock equal to the value (as determined below)
of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Form of Subscription in which event the Company shall issue to the Holder a number of
shares of Series A Preferred Stock computed using the following formula: 
  
 X = Y (A-B) 
         A 
  
 Where X = the number of shares of Series A Preferred Stock to be issued to
Holder 
  
 Y = the number of shares of Series A Preferred Stock
purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) 
  

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 A = the Fair Market Value of one share of the Company’s Series A Preferred Stock (at the date of
such calculation) 
  
 B = Exercise Price (as adjusted to the date
of such calculation) 
  
 For the purposes of this Warrant, the
term “Fair Market Value” of a share of the Company’s Series A Preferred Stock shall mean (a) if the shares of Series A Preferred Stock then are listed and traded on the New York Stock Exchange, Inc. (“NYSE”), the
average of the closing prices as reported on the NYSE Composite Transactions Tape for the ten (10) trading days immediately preceding the date of on which the Warrant Shares are deemed issued pursuant to Section 1.1; (B) if the shares
of Series A Preferred Stock then are not listed and traded on the NYSE, the average of the closing prices as reported by the principal national securities exchange on which the shares are listed and traded for the ten (10) trading days
immediately preceding the date of on which the Warrant Shares are deemed issued pursuant to Section 1.1; (C) if the shares of Series A Preferred Stock then are not listed and traded on any such securities exchange, average of the closing
prices on the National Market of the National Association of Securities Dealers, Inc. Automated Quotation System (“NASDAQ”) for the ten (10) trading days immediately preceding the date of on which the Warrant Shares are deemed issued
pursuant to Section 1.1; or (D) if the shares Series A Preferred Stock then are not traded on the NASDAQ National Market, the average of the average highest reported bid and lowest reported asked price for the ten (10) trading days
immediately preceding the date of on which the Warrant Shares are deemed issued pursuant to Section 1.1 as reported by NASDAQ. If on any determination date the shares of Series A Preferred Stock are not quoted by any such organization, the Fair
Market Value of a share of Series A Preferred Stock shall be the fair market value of such share on such determination date as determined by the Board of Directors. If the Holder shall object to any determination by the Board of Directors of the
Fair Market Value of the Series A Preferred Stock, the Fair Market Value of a share of Series A Preferred Stock shall be determined by an independent appraiser retained by the Company and reasonably acceptable to the Holder, with the expense to be
borne by the Holder if the Fair Market Value as determined by such appraiser equals or exceeds the Fair Market Value as determined by the Board of Directors, and by the Company if the Fair Market Value as determined by such appraiser is less than
the Fair Market Value as determined by the Board of Directors. 
  
 2. Reservation of Shares. The Company hereby agrees that at all times there shall be reserved for issuance and delivery upon exercise of this Warrant such number of authorized but unissued Warrant Shares (and common stock into which
such Warrant Shares are convertible) as will be sufficient to permit the full exercise of this Warrant. The Company covenants and agrees that all Warrant Shares, and all shares of common stock issuable upon conversion of such Warrant Shares, shall
be duly authorized and, upon issuance in accordance herewith, shall be validly issued, fully paid and nonassessable, and free of all liens, security interests, charges and other encumbrances or restrictions upon sale and free and clear of preemptive
or similar rights, except for restrictions on transfer provided for herein or under applicable federal and state securities laws. 
  

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 3. Adjustment of Exercise Price and Number of Shares for Equity Events. The Exercise Price and the
total number of Warrant Shares shall be subject to adjustment from time to time upon the occurrence of certain events described in this Section 3. Upon each adjustment of the Exercise Price, the Holder of this Warrant shall thereafter be
entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto
immediately prior to such adjustment, and dividing the product thereof by the Exercise Price resulting from such adjustment. 
  
 3.1. Dividends; Subdivision or Combination of Stock. 
  
 (a) In the case the Company shall at any time after the date hereof (i) declare a dividend or make a distribution on Series A Preferred Stock
payable in Series A Preferred Stock, (ii) subdivide or split the outstanding Series A Preferred Stock, (iii) combine or reclassify the outstanding Series A Preferred Stock into a smaller number of shares, or (iv) issue any shares of
its capital stock in a reclassification of Series A Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the Exercise Price in effect at the time of
the record date for such dividend or distribution or of the effective date of such subdivision, split, combination or reclassification shall be proportionately adjusted so that the exercise of this Warrant after such time shall entitle the holder to
receive the aggregate number of shares of Series A Preferred Stock or other securities of the Company (or shares of any security into which such shares of Series A Preferred Stock have been reclassified pursuant to clause 3.1(a)(iii) or 3.1(a)(iv)
above) which, if this Warrant had been exercised immediately prior to such time, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, distribution, subdivision, split, combination or
reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. 
  
 (b) In the event that, at any time as a result of the provisions of this paragraph 3.1 the Holder of this Warrant upon subsequent exercise shall become
entitled to receive any shares of capital stock of the Company other than Series A Preferred Stock, the number of such other shares so receivable upon exercise of this Warrant shall thereafter be subject to adjustment from time to time in a manner
and on terms as nearly equivalent as practicable to the provisions contained herein. 
  
 (c) Upon each adjustment of the Exercise Price as a result of the calculations made in paragraphs 3.1(a) hereof, the number of Warrant Shares for which this Warrant is exercisable immediately prior to the making of
such adjustment shall thereafter evidence the right to purchase, at the adjusted Exercise Price, that number of Warrant Shares obtained by (i) multiplying the number of Warrant Shares covered by this Warrant immediately prior to this adjustment
of the number of Warrant Shares by the Exercise Price in effect immediately prior to such adjustment of the Exercise Price and (ii) dividing the product so obtained by the Exercise Price in effect immediately after such adjustment of the
Exercise Price. 
  

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 3.2 Notice of Adjustment. Upon any adjustment of the Exercise Price or any increase or decrease in
the number of Warrant Shares, the Company shall give written notice thereof, by first class mail postage prepaid, addressed to the registered Holder of this Warrant at the address of such Holder as shown on the books of the Company. The notice shall
be prepared by the independent public accountants then auditing the books of the Company and signed by the Company’s Chief Financial Officer and the Company’s Secretary and shall state the Exercise Price resulting from such adjustment and
the adjusted number of Warrant Shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts requiring such adjustment upon which such calculation is based. A copy of
such notice shall be kept in the custody of the Company’s Secretary or Assistant Secretary at its principal office and with its stock transfer agent. 
  
 4. Consolidation, Merger, or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other person, any
merger of another person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Series A Preferred Stock) or any sale or transfer of all or substantially all
of the assets of the Company or of the person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise this Warrant for the kind and amount
of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Series A Preferred Stock for which this Warrant may have been exercised immediately prior to such
consolidation, merger, sale or transfer. Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant.
In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth
herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other
securities, cash and property. The provisions of this paragraph 4 shall similarly apply to successive consolidations, mergers, sales, leases or transfers. 
  
 5. No Voting or Dividend Rights. Nothing contained in this Warrant shall be construed as conferring upon the Holder hereof the right, prior to the
exercise of the Warrant, to vote or to consent to receive notice as a shareholder of the Company on any other matters or any rights whatsoever as a shareholder of the Company. No dividends or interest shall be payable or accrued in respect of this
Warrant or the interest represented hereby or the shares purchasable hereunder until, and only to the extent that, this Warrant shall have been exercised. 
  

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 6. Compliance with Securities Act; Warrant Transfer; Disposition of Warrant Shares or Common
Stock. 
  
 6.1 Compliance with Securities Act. The
Holder of this Warrant, acceptance hereof, agrees that this Warrant is being acquired for investment and that it will not offer, sell, or otherwise dispose of this Warrant, any Warrant Shares, or any shares of common stock to be issued upon
conversion of the Warrant Shares except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Act”), or any applicable state securities laws. All Warrant Shares and all shares of common
stock issued upon conversion of the Warrant Shares (unless registered under the Act) shall, subject to Section 6.3 be stamped or imprinted with a legend in substantially the following form: 
  
 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “ACT”) OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE. THEY MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT. 
  
 6.2 Warrant
Transfer. This Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and assigns of Holder. The provisions of this Warrant are intended to be for the benefit of
all Holders from time to time of this Warrant, and shall be enforceable by any such Holder. The Warrant may be sold, transferred, assigned, pledged or hypothecated by A&S prior to
                    , 2006 only to bona fide officers of A&S, who in turn shall be subject to the same restriction. Notwithstanding
anything herein, this Warrant may not be assigned or transferred in any manner if such transaction would cause the Company to fail to qualify as a real estate investment trust for federal income tax purposes. 
  
 6.3 Disposition of Warrant Shares and Common Stock. With respect to
any offer, sale, or other disposition of the Warrant, any Warrant Shares, or of any shares of common stock issued upon conversion of the Warrant Shares prior to registration of such shares, the Holder hereof and each subsequent Holder of this
Warrant agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of such Holder’s counsel, if reasonably requested by the Company, to the effect that such offer, sale or
other disposition may be effected without registration under the Act or any applicable state law then in effect of such Warrant, Warrant Shares or common stock, as the case may be, or that such Warrant, Warrant Shares or common stock are no longer
subject to the restrictive legends referred to herein. Promptly upon receiving such written notice and opinion, the Company, as promptly as practicable, shall notify such Holder that such Holder may sell or otherwise dispose of such Warrant, Warrant
Shares or common stock, all in accordance with the terms of the notice delivered to the Company. If a determination has been made pursuant to this subparagraph 6.3 that the opinion of the counsel for the Holder is not reasonably satisfactory to the
Company, the Company shall so notify the Holder promptly after such determination has been made and provide a written legal opinion of the Company’s outside counsel explaining the reasons for such 

  

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determination. Notwithstanding the foregoing, such Warrant, Warrant Shares or common stock may be offered, sold or otherwise disposed of in accordance with
Rule 144 under the Act, provided that the Company shall have been furnished with such information as the Company may request to provide reasonable assurance that the provisions of Rule 144 have been satisfied. Each certificate representing the
Warrant, Warrant Shares or common stock thus transferred (except a transfer pursuant to Rule 144) shall bear a legend as to the applicable restrictions on transferability in order to insure compliance with the Act, unless in the aforesaid opinion of
counsel for the Holder, such legend is not required in order to insure compliance with the Act. If appropriate in the circumstances, the Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.

  
 6.4 Real Estate Investment Trust. Notwithstanding
anything herein, no Warrant may be exercised and the Company shall not be required upon any exercise of a Warrant to issue any Warrant Shares, common stock in which such Warrant Shares are convertible, or other securities if such issuance would
cause the Company to fail to qualify as a real estate investment trust for federal income tax purposes. 
  
 7. Modification and Waiver. This Warrant and any provision hereof may be amended, changed, waived, discharged, or terminated only by an instrument
in writing signed by the party against which enforcement of the same is sought. Except as expressly provided herein, no failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor
shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law. 
  
 8. Notices. Any notice,
request, or other document required or required or permitted to be given or delivered to the Holder hereof or the Company shall be in writing and shall be given to the Holder or the Company at its address or telecopier number set forth below or such
other address or telecopier number as either may from time to time provide to the other. 
  

			
	 Company:
	  	 Supertel Hospitality, Inc.
 309 North Fifth
Street
 Norfolk, Nebraska 68701
 Attention: Chief Financial
Officer
 Facsimile: (402) 371-4229

		
	 Holder:
	  	 Anderson & Strudwick, Incorporated
 707 East
Main Street
 20th
Floor
 Richmond, Virginia 23219
 Attention: L. McCarthy Downs,
III
 Facsimile: (804) 648-3404


  
  

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 Each such notice, request or other document shall be effective (i) if given by telecopy, when such
telecopy is properly transmitted and the intended recipient confirms receipt of such telecopy or (ii) if given by any other means, when received at the address specified herein or, subsequently notified to the other party in writing.

  
 9. Covenants of the Company. If at any time:

  
 9.1 the Company shall declare any dividend upon its Series A
Preferred Stock payable in stock or make any special dividend or other distribution to the holders of its Series A Preferred Stock; 
  
 9.2 the Company shall offer for subscription pro rata to the holders of its Series A Preferred Stock any additional shares of stock of any class or other
rights; 
  
 9.3 there shall be any capital reorganization or
reclassification of the capital stock of the Company, or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; or 
  
 9.4 there shall be a voluntary or involuntary dissolution, liquidation, or winding-up of the Company; 
  
 then, in any one or more of said cases, the Company shall give, by first class mail, postage
prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days’ prior written notice of the date on which the books of the Company shall close or a
record shall be taken for such dividend, distribution, or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, and
(b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, at least ten (10) days’ prior written notice of the date when the same shall take place. Any notice
given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution, or subscription rights, the date on which the holders of Series A Preferred Stock shall be entitled thereto. Any notice given
in accordance with the foregoing clause (b) shall also specify the proposed date of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up, or conversion, as the case may be. 
  
 10. Governing Law. This Warrant shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of the Commonwealth of Virginia. 
  
 11. Lost Warrants. The Company represents and warrants to the Holder hereof that upon receipt of evidence reasonably satisfactory to the Company of
the loss, theft, destruction, or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and
cancellation of such Warrant, the Company, at its expense, will 

  

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make and deliver a new Warrant, of like tenor and date, in lieu of the lost, stolen, destroyed or mutilated Warrant. 
  
 12. Fractional Shares. No fractional shares or scrip representing
fractional shares shall be issued upon exercise of this Warrant and in lieu thereof the Company shall pay the Holder an amount in cash equal to such fraction multiplied by the Fair Market Value (as such term is defined in Section 1.2 hereof) of
a Warrant Share on the date of exercise of this Warrant. 
  
 13.
No Impairment. The Company represents and warrants that the terms of this Warrant (other than exercise price and expiration date), taken as a whole or in any material respect, are not less favorable to Holder than the terms of the other
warrants issued by the Company. The Company will not, by charter amendment or by reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the
observance or performance of any terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the
Holder against impairment. Upon the request of the Holder, the Company will at any time during the period this Warrant is outstanding acknowledge in writing, in form satisfactory to Holder, the continued validity of this Warrant and the
Company’s obligations hereunder. 
  

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 IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its officer,
thereunto duly authorized as of this              day of             , 2005. 
  
  
 SUPERTEL HOSPITALITY, INC. 
  
  
 ____________________________________ 
  
  
 ____________________________________ 
  
  
 ____________________________________ 
  
  
 Accepted as of the              day of
            , 2005 
  
  
 ANDERSON & STRUDWICK, INCORPORATED 
  

 
 ___________________________________________ 
  
  
 ___________________________________________ 
  
  
 ___________________________________________ 
  

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 SUPERTEL HOSPITALITY, INC. 
  
 FORM OF SUBSCRIPTION 
  
 To Supertel Hospitality, Inc.: 
  
 The undersigned, the holder of Warrant Number             , hereby irrevocably elects
to exercise the purchase right represented by such Warrant, and to purchase thereunder                 * shares of Series A Preferred Stock, $.01 par value per
share, of Supertel Hospitality, Inc. (the “Company”). 
  
 As payment therefor, the undersigned (mark one): 
  
              herewith makes a payment in cash or by check of U.S. $                ;
or 
  
              requests to utilize the cashless exercise provision in Section 1.2 of the Warrant Agreement to exercise the Warrant in full. 
  
 The undersigned represents that it beneficially or constructively owns the
following securities of the Company: 
  
              shares of common stock 
  
              shares of Series A Preferred Stock 
  
              other securities of the Company (description of securities:
                ) 
  
 Further, the undersigned requests that the certificate or certificates for such shares be issued in the name of and delivered to the undersigned. The
undersigned acknowledges and agrees that shares to be received by the undersigned are subject to the restrictions on transfer set forth in the Warrant. 
  
  
 ___________________________________ 
                         (Signature) 
  
  
 ___________________________________ 
  
  
 ___________________________________ 
                           (Address) 
  

	Dated:	_____________________________ 

  

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 *Insert here the number of shares set forth on the face of the Warrant (or, in the case of a partial
exercise, the portion thereof as to which the Warrant is being exercised), in either case without making any adjustment (which adjustment will be made in the issuance of such Series A Preferred Stock, other stock, securities, property, or cash) for
additional shares of Series A Preferred Stock or any other stock or other securities or property or cash that, pursuant to the adjustment provisions of the Warrant, is deliverable upon exercise. 
  

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 FORM OF ASSIGNMENT 
  
 (To be signed only upon transfer of Warrant) 
  
 For value received, the undersigned hereby sells, assigns and transfers unto
                     the right represented by Warrant Number             
to purchase              shares of Series A Preferred Stock, $             par value per share, of Supertel
Hospitality, Inc. to which the attached Warrant related, and appoints                          as Attorney-in-Fact to
transfer such right on the books of Supertel Hospitality, Inc. with the full power of substitution in the premises. 
  
 The undersigned represents and warrants that the transfer of the attached Warrant is permitted by the terms of the Warrant Agreement pursuant to which the
attached Warrant has been issued, and the transferee hereof, by acceptance of this Assignment, agrees to be bound by the terms of the Warrant Agreement with the same force and effect as if a signatory thereto. 
  
  
 _____________________________________ 
                         (Signature) 
  
  
 _____________________________________ 
  
  
 _____________________________________ 
                           (Address) 
  

	Dated:	________________________ 

  
 The undersigned transferee of the Warrant of Supertel Hospitality, Inc. represents that it beneficially or constructively owns the following securities of
the Company: 
  
 ______ shares of common stock 
  
 ______ shares of Series A Preferred Stock 
  
 ______ other securities of the Company (description of securities:
___________________) 
  
  
 ____________________________________ 
                         (Signature) 
  
  
 ____________________________________ 
  
  
 ____________________________________ 
                           (Address) 
  

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