CNL Hotels & Resorts, Inc. Sample Contracts

by and among
Stock Purchase Agreement • February 13th, 2004 • CNL Hospitality Properties Inc • Lessors of real property, nec • New York
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EXHIBIT 10.1
Escrow Agreement • July 23rd, 2003 • CNL Hospitality Properties Inc • Lessors of real property, nec • Florida
EXHIBIT 10.54
Lease Agreement • March 12th, 2001 • CNL Hospitality Properties Inc • Lessors of real property, nec
AGREEMENT BY AND AMONG
Merger Agreement • May 9th, 2003 • CNL Hospitality Properties Inc • Lessors of real property, nec • Delaware
First Amendment to Lease - Buckhead (Lenox Park) and First Amendment to Agreement of Guaranty
Lease • November 10th, 1999 • CNL Hospitality Properties Inc • Lessors of real property, nec
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COURTYARD ANNEX, L.L.C.
Limited Liability Company Agreement • February 17th, 2000 • CNL Hospitality Properties Inc • Lessors of real property, nec • Delaware
II TERMINATION OF AGREEMENT
Indemnification Agreement • May 17th, 1999 • CNL Hospitality Properties Inc • Lessors of real property, nec • Maryland
EXHIBIT 10.90 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Limited Partnership Agreement • July 20th, 2004 • CNL Hospitality Properties Inc • Lessors of real property, nec • Delaware
II TERMINATION OF AGREEMENT
Indemnification Agreement • February 26th, 1998 • CNL American Realty Fund Inc • Lessors of real property, nec • Maryland
W I T N E S S E T H:
Assignment and Assumption Agreement • September 23rd, 1998 • CNL Hospitality Properties Inc • Lessors of real property, nec
Exhibit 10.99 PURCHASE AND SALE AGREEMENT dated as of October 31, 2005
Purchase and Sale Agreement • March 31st, 2006 • CNL Hotels & Resorts, Inc. • Lessors of real property, nec • California
EXHIBIT 10.7
Lease Agreement • December 23rd, 2002 • CNL Hospitality Properties Inc • Lessors of real property, nec
EXHIBIT 10.35
Assignment Agreement • August 9th, 2000 • CNL Hospitality Properties Inc • Lessors of real property, nec

This Assignment shall be binding upon Assignor and its successors and assigns, and shall inure to the benefit of Assignee and its successors and assigns.

AND AS TENANT
Lease Agreement • August 9th, 2001 • CNL Hospitality Properties Inc • Lessors of real property, nec
EXHIBIT D
Pledge and Security Agreement • April 7th, 2006 • CNL Hotels & Resorts, Inc. • Lessors of real property, nec • New York
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] Shares Common Stock
Underwriting Agreement • July 20th, 2004 • CNL Hospitality Properties Inc • Lessors of real property, nec • New York
AGREEMENT OF JOINT FILING
Joint Filing Agreement • April 30th, 2003 • CNL Hospitality Properties Inc • Lessors of real property, nec

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing on their behalf of a single Schedule 13D and any amendments thereto, with respect to the beneficial ownership by each of the undersigned of shares of Priority Class A Common Shares of Beneficial Interest, par value $.01 per share, of Hersha Hospitality Trust, a Maryland real estate investment trust. The undersigned hereby further agree that this statement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one and the same instrument.

EXHIBIT 10.1
Escrow Agreement • August 13th, 2002 • CNL Hospitality Properties Inc • Lessors of real property, nec • Florida
EXHIBIT C
Registration Rights Agreement • April 7th, 2006 • CNL Hotels & Resorts, Inc. • Lessors of real property, nec • New York
FORM OF]
Warrant Purchase Agreement • April 16th, 1999 • CNL Hospitality Properties Inc • Lessors of real property, nec • Florida
INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 14th, 2006 • CNL Hotels & Resorts, Inc. • Lessors of real property, nec • Maryland

THIS INDEMNIFICATION AGREEMENT is made and entered into as of the ___ day of June 2006 ("Agreement"), by and between CNL Hotels & Resorts, Inc., a Maryland corporation (the "Company"), and _______ ("Indemnitee").

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