[FRONT OF CERTIFICATE]
Temporary Certificate - Exchangeable for Definitive Engraved
Certificate when Available for Delivery
HOSPITALITY PROPERTIES TRUST
A MARYLAND REAL ESTATE INVESTMENT TRUST
[Graphic which contains: Number [Graphic which contains: Shares
PAT ______ ] _____________ ]
9 1/2% SERIES A CUMULATIVE 9 1/2% SERIES A CUMULATIVE
REDEEMABLE PREFERRED SHARES REDEEMABLE PREFERRED SHARES
THIS CERTIFICATE IS TRANSFERABLE CUSIP 44106M 30 0
IN BOSTON OR IN NEW YORK CITY SEE REVERSE FOR IMPORTANT
NOTICE ON TRANSFER RESTRICTIONS
AND OTHER INFORMATION
THIS CERTIFIES THAT
--SPECIMEN--
IS THE REGISTERED
HOLDER OF
FULLY PAID AND NONASSESSABLE 9 1/2% SERIES A CUMULATIVE REDEEMABLE PREFERRED
SHARES OF BENEFICIAL INTEREST, WITHOUT PAR VALUE, IN
[Superimposed over the following paragraph are the words "PREFERRED SHARES"]
Hospitality Properties trust (the "Trust"), a Maryland real estate investment
trust established by Declaration of Trust made as of May 12, 1995, as amended
from time to time, a copy of which, together with all amendments thereto (the
"Declaration") is on file with the State Department of Assessments and Taxation
of Maryland. The provisions of the Declaration and the Bylaws of the Trust, and
all amendments thereto, are hereby incorporated in and made a part of this
certificate as fully as if set forth herein in their entirety, to all of which
provisions the holder and every transferee or assignee hereof by accepting or
holding the same agrees to be bound. See reverse for existence of Trustees'
authority to determine preferences and other rights of subsequent series of
shares, and of restriction on transfer provisions governing the shares evidenced
by this certificate. This certificate and the shares evidenced hereby are
negotiable and transferable on the books of the Trust by the registered holder
hereof in person or by its duly authorized agent upon surrender of this
certificate properly endorsed or assigned to the same extent as a stock
certificate and the shares of a Maryland corporation. This certificate is not
valid until countersigned by the Transfer Agent and registered by the Registrar.
Witness the facsimile seal of the Trust and the facsimile signatures of its duly
authorized officers.
Dated:
Countersigned and Registered
STATE STREET BANK AND TRUST COMPANY
(BOSTON)
Transfer Agent and Registrar
BY
Authorized Signature
[Signature of Thomas M. O'Brien]
[Seal of the Trust]
[Signature of John G. Murray]
Treasurer President
THE DECLARATION OF TRUST PROVIDES THAT THE NAME "HOSPITALITY PROPERTIES TRUST"
REFERS TO THE TRUSTEES UNDER THE DECLARATION OF TRUST, COLLECTIVELY, AS
TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND NO TRUSTEE, SHAREHOLDER,
EMPLOYEE OR AGENT OF THE TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY
OR SEVERALLY, IN CONNECTION WITH THIS INSTRUMENT. ALL PERSONS DEALING WITH THE
TRUST IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF THE TRUST FOR PAYMENT OF ANY
SUM OR PERFORMANCE OF ANY OBLIGATION.
[The borders of the front of the Certificate contain a graphic design]
(ii)
[REVERSE OF CERTIFICATE]
HOSPITALITY PROPERTIES TRUST
IMPORTANT NOTICE
THE TRUST WILL FURNISH TO ANY SHAREHOLDER, ON REQUEST AND WITHOUT CHARGE, A FULL
STATEMENT OF THE INFORMATION REQUIRED BY SECTION 8-203(d) 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 SHARES OF EACH
CLASS OF BENEFICIAL INTEREST WHICH THE TRUST HAS AUTHORITY TO ISSUE AND, IF THE
TRUST 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 TRUSTEES 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 DECLARATION OF TRUST OF THE TRUST, A COPY OF WHICH WILL BE SENT
WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS. SUCH REQUEST MUST BE MADE TO
THE SECRETARY OF THE TRUST AT ITS PRINCIPAL OFFICE OR TO THE TRANSFER AGENT.
IF NECESSARY TO EFFECT COMPLIANCE BY THE TRUST WITH REQUIREMENTS OF THE INTERNAL
REVENUE CODE RELATING TO REAL ESTATE INVESTMENT TRUSTS, OWNERSHIP OF THE SHARES
REPRESENTED BY THIS CERTIFICATE MAY BE RESTRICTED BY THE TRUST AND/OR THE
TRANSFER THEREOF MAY BE PROHIBITED ALL UPON THE TERMS AND CONDITIONS SET FORTH
IN THE DECLARATION OF TRUST. THE TRUST WILL FURNISH A COPY OF SUCH TERMS AND
CONDITIONS TO THE REGISTERED HOLDER OF THIS CERTIFICATE UPON REQUEST AND WITHOUT
CHARGE.
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 under Uniform Gifts to Minors
of 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, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF NEW OWNER
[Box]___________________________________________
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING
POSTAL ZIP CODE OF ASSIGNEE.
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Shares of Beneficial Interest represented by the within Certificate, and do
hereby irrevocably constitute and appoint
________________________________________________________________________________
Attorney to transfer the said shares on the books of the within-named Trust with
full power of substitution in the premises.
Dated _______________________
(Sign here)
_________________________________________________
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 CHANGE WHATEVER.
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-15.
(ii)