FORM OF SERIES A CONVERTIBLE PREFERRED STOCK CERTIFICATE



 EXHIBIT 4.5 
  

			
	 PREFERRED STOCK
	 	PREFERRED STOCK

  
 SUPERTEL HOSPITALITY,
INC. 
  
 INCORPORATED UNDER THE LAWS OF THE STATE OF VIRGINIA

  

					
	 	 	 	 	 SEE REVERSE FOR
 IMPORTANT NOTICE ON
 TRANSFER RESTRICTIONS
 AND OTHER INFORMATION
 CUSIP
                    


  
 THIS
CERTIFIES THAT 
  
 is the owner of 
  
 FULLY PAID AND NONASSESSABLE
        % SERIES A CONVERTIBLE PREFERRED 
 STOCK, $.01 PAR VALUE PER SHARE, OF 
  
 SUPERTEL HOSPITALITY, INC. 
  
 (the “Corporation”), a Virginia corporation. The shares represented by this
Certificate are 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 Articles of Incorporation 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: 

									
					
	BY	 	 	 	 	 	 	 	 
	 	 	TRANSFER AGENT AND REGISTRAR	 	 	 	 	 	 
					
	 	 	 	 	 	 	 	 	 
	 	 	AUTHORIZED OFFICER	 	 	 	 	 	 
					
	 	 	/s/                                	 	 	 	 	 	/s/                                
	 	 	SECRETARY	 	 	 	 	 	PRESIDENT








 TO PRESERVE THE QUALIFICATIONS OF THE CORPORATION AS A “REAL ESTATE INVESTMENT TRUST” UNDER THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNDER THE CORPORATION’S ARTICLES OF INCORPORATION, TRANSFER OF THE SHARES REPRESENTED HEREBY IS RESTRICTED AND MAY BE STOPPED IF A PERSON OR GROUP OF PERSONS DIRECTLY OR THROUGH THE OPERATION OF
CERTAIN ATTRIBUTION RULES WOULD OWN IN EXCESS OF 9.9% OF THE OUTSTANDING STOCK OF THE CORPORATION AFTER THE TRANSFER. 
  
 THE CORPORATION MAY REQUIRE EVIDENCE OF A PROPOSED TRANSFEREE’S STATUS AND OWNERSHIP INTEREST BEFORE PERMITTING ANY TRANSFER AND MAY REDEEM ANY
SHARES HELD IN VIOLATION OF THE PRECEDING PARAGRAPH. THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER WITHOUT CHARGE A FULL STATEMENT OF THE TRANSFER RESTRICTIONS UPON REQUEST TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE. 

 
 THE SHARES REPRESENTED HEREBY ARE SUBJECT TO ALL OF THE PROVISIONS OF THE
ARTICLES OF INCORPORATION AND BYLAWS OF THE CORPORATION, EACH AS AMENDED FROM TIME TO TIME, TO ALL OF WHICH THE HOLDER BY ACCEPTANCE HEREOF ASSENTS. THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF
THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH CLASS AUTHORIZED TO BE ISSUED, AS WELL AS VARIATIONS IN THE RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, SO FAR AS THE SAME HAS BEEN DETERMINED
BY THE BOARD OF DIRECTORS UNDER ITS AUTHORITY. 
  
 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
	  	                                       
     (Cust)                             (Minor)
	 JT TEN
	  	 -   as joint tenants with right of
	  	under Uniform Gifts to Minors
	 	  	      survivorship and not as
	  	Act
                                        
    
	 	  	      tenants in common
	  	(State)

  
 Additional
abbreviations may also be used though not in the above list. 
  
 For value
received,                                  hereby sell, assigns and transfers unto

 PLEASE INSERT SOCIAL SECURITY OR OTHER 
 IDENTIFYING NUMBER OF ASSIGNEE 

	
	
	                                      
                                        
                         
	
	                                      
                                        
                         

  
                                       
                                        
                                        
                                        
                                        
                    
 (PLEASE PRINT OR TYPEWRITE NAME AND
ADDRESS INCLUDING ZIP CODE, OF ASSIGNEE) 
  
                                       
                                        
                                        
                                        
                                        
                    
  
                                       
                                        
                                        
                                        
                                        
                    







                                       
                                        
                                        
                           shares of preferred stock of the Corporation represented by this Certificate and do
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 THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
		
	BY 	 	 
	SIGNATURE(S) GUARANTEED 	 	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-16.