EMPLOYMENT AGREEMENTEmployment Agreement • January 6th, 2020 • Sotherly Hotels Lp • Hotels & motels • Virginia
This EMPLOYMENT AGREEMENT (the “Agreement”), is dated as of the 1st day of January 2020, between Sotherly Hotels Inc., a Maryland corporation (the “Company” or “Employer”), and David R. Folsom (the “Executive”).
1,080,000 Shares SOTHERLY HOTELS INC.Underwriting Agreement • April 16th, 2019 • Sotherly Hotels Lp • Hotels & motels • New York
Sotherly Hotels Inc., a Maryland corporation (the “Company”), and Sotherly Hotels LP, a Delaware limited partnership (the “Operating Partnership” and together with the Company, the “Transaction Entities”), confirm their respective agreements with the underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Sandler O’Neill & Partners, L.P. is acting as representative (in such capacity, the “Representative”), with respect to the sale by the Company and the purchase by the Underwriters of an aggregate of 1,080,000 shares of 8.25% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (the “Series D Preferred Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Initial Securities”). The Company also proposes to grant to the Underwriters, acting severally and not jointly, an option
EMPLOYMENT AGREEMENTEmployment Agreement • January 6th, 2020 • Sotherly Hotels Lp • Hotels & motels • Virginia
This EMPLOYMENT AGREEMENT (the “Agreement”), is dated as of the 1st day of January 2020, between Sotherly Hotels Inc., a Maryland corporation (the “Company” or “Employer”), and Scott M. Kucinski (the “Executive”).
SOTHERLY HOTELS INC. COMMON STOCK PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • July 1st, 2015 • Sotherly Hotels Lp • Hotels & motels • New York
Sotherly Hotels Inc., a Maryland corporation (the “Company”), and Sotherly Hotels LP, a Delaware limited partnership (the “Operating Partnership” and together with the Company, the “Transaction Entities”), confirm their respective agreements with the underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Sandler O’Neill & Partners, L.P. is acting as representative (in such capacity, the “Representative”), with respect to the sale by the Company and the purchase by the Underwriters of an aggregate of 3,000,000 shares of common stock, $0.01 par value per share (“Common Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Initial Securities”). The Company also proposes to grant to the Underwriters, acting severally and not jointly, an option described in Section 2(b) hereof to purchase up to 450,000 additio
UNDERWRITING AGREEMENT SOTHERLY HOTELS LP (a Delaware limited partnership) $25,000,000 7.25% Senior Notes Due 2021 Fully and Unconditionally Guaranteed by SOTHERLY HOTELS INC. (a Maryland corporation)Underwriting Agreement • February 12th, 2018 • Sotherly Hotels Lp • Hotels & motels • New York
PURCHASE AND SALE AGREEMENT among CRP/MHI Holdings, L.L.C. and MHI Hospitality TRS II, LLC and MHI Hotel Investments Holdings LLC Date: June 19, 2015Purchase and Sale Agreement • June 22nd, 2015 • Sotherly Hotels Lp • Hotels & motels • Delaware
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of June 19, 2015 (the “Effective Date”), by and between CRP/MHI Holdings, L.L.C., a Delaware limited liability company (“Seller”), and MHI Hospitality TRS II, LLC, a Delaware limited liability company (“MHI Hospitality”) and MHI Hotel Investments Holdings LLC (“MHI Hotel Investments”, and together with MHI Hospitality, “Purchaser”).
SOTHERLY HOTELS LP as Issuer, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 30, 2013 8.00% Senior Unsecured Notes due 2018Sotherly Hotels Lp • November 7th, 2013 • Hotels & motels • New York
INDENTURE dated as of September 30, 2013, between Sotherly Hotels LP, a Delaware limited partnership (the “Issuer”), and Wilmington Trust, National Association, a national banking association, existing under the laws of the United States of America, as Trustee (the “Trustee”).
SECOND AMENDMENT TO MASTER AGREEMENTMaster Agreement • June 9th, 2021 • Sotherly Hotels Lp • Hotels & motels • Virginia
THIS SECOND AMENDMENT TO MASTER AGREEMENT (“Amendment”) is as of June 4, 2021 (the “Effective Date”) by and among SOTHERLY HOTELS LP, a Delaware limited partnership (“Owner”); SOTHERLY HOTELS INC., a Maryland corporation and general partner of the Owner (the “REIT”) (the Owner and REIT are hereinafter referred to as the “Company”); MHI HOSPITALITY TRS, LLC, a Delaware limited liability company (“Lessee”), NEWPORT HOSPITALITY GROUP, INC., a Virginia corporation (“Manager Parent”) and OUR TOWN HOSPITALITY, LLC, a Virginia limited liability company (“Our Town” or the “Manager” and collectively with the Company, Lessee and the Manager Parent, the “Parties”). Capitalized terms used herein without definition shall have the same meaning as set forth in the Agreement (as defined below).
HOTEL PURCHASE AND SALE AGREEMENTHotel Purchase and Sale Agreement • April 1st, 2014 • Sotherly Hotels Lp • Hotels & motels • Georgia
THIS HOTEL PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of January 13, 2014 (the “Effective Date”), by and between CSC GEORGIAN TERRACE LIMITED PARTNERSHIP, a Delaware limited partnership, having an address at c/o Fremont Realty Capital, L.P., 199 Fremont Street, San Francisco, CA 94105 (“Seller”), and SOTHERLY HOTELS INC., a Maryland corporation, having an address at 410 West Francis Street, Williamsburg, VA 23185 (“Buyer”).
HOTEL PURCHASE AND SALE AGREEMENT dated as of December 13, 2017 by and between RP/HH ROSSLYN HOTEL OWNER, LP as Seller, and SOTHERLY HOTELS LP as PurchaserHotel Purchase and Sale Agreement • March 5th, 2018 • Sotherly Hotels Lp • Hotels & motels • Virginia
THIS HOTEL PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated as of the 13th day of December, 2017 (the “Effective Date”), by and between RP/HH Rosslyn Hotel Owner, LP, a Delaware limited partnership (“Seller”), and Sotherly Hotels LP, a Delaware limited partnership and its permitted assigns (“Purchaser”). Seller and Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
GENERAL PARTNERSHIP INTEREST SALE AND PURCHASE AGREEMENT between Boston Resources Limited and Sotherly-Houston GP LLC Date: November 13, 2013General Partnership Interest Sale and Purchase Agreement • November 14th, 2013 • Sotherly Hotels Lp • Hotels & motels • Texas
THIS GENERAL PARTNERSHIP INTEREST SALE AND PURCHASE AGREEMENT (this “Agreement”), dated November 13, 2013 (“Closing Date”), by and between Boston Resources Limited, a British Virgin Islands company (“Seller”) and (Sotherly-Houston GP LLC, a Delaware limited liability company (“Purchaser”).
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENTAmended and Restated Purchase and Sale Agreement • August 16th, 2021 • Sotherly Hotels Lp • Hotels & motels • Indiana
COMMERCIAL UNIT PURCHASE AGREEMENTSotherly Hotels Lp • September 20th, 2016 • Hotels & motels
ORAL REPRESENTATIONS CANNOT BE RELIED UPON AS CORRECTLY STATING THE REPRESENTATIONS OF THE DEVELOPER. FOR CORRECT REPRESENTATIONS, REFERENCE SHOULD BE MADE TO THIS CONTRACT AND THE DOCUMENTS REFERENCED HEREIN
WARRANT REDEMPTION AGREEMENTWarrant Redemption Agreement • December 27th, 2013 • Sotherly Hotels Lp • Hotels & motels • New York
THIS WARRANT REDEMPTION AGREEMENT (this “Agreement”) is entered into as of December 23, 2013, by and among Sotherly Hotels Inc., a Maryland corporation formerly known as MHI Hospitality Corporation (the “Company”), as issuer of the Warrant (as hereinafter defined), and Essex Illiquid, LLC, a Delaware limited liability company (“Essex Illiquid”), and Richmond Hill Capital Partners, LP, a Delaware limited partnership (“Richmond Hill”, and together with Essex Illiquid, the “Initial Holders”), as the initial holders of the Warrant. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Warrant.
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MHI HOSPITALITY, L.P.Sotherly Hotels Lp • August 9th, 2013 • Hotels & motels
THIS AMENDMENT NO. 2 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MHI HOSPITALITY, L.P. (as amended, the “Partnership Agreement”) is made as of the 2nd day of August, 2013 (the “Amendment”), and is executed by Sotherly Hotels Inc., a Maryland Corporation (the “Company”), as the General Partner and on behalf of the existing Limited Partners of MHI Hospitality, L.P. (the “Partnership”).
THIRD AMENDMENT TO MASTER AGREEMENTMaster Agreement • April 27th, 2022 • Sotherly Hotels Lp • Hotels & motels
THIS THIRD AMENDMENT TO MASTER AGREEMENT (“Amendment”) is made this 27th day of April, 2022 (the “Effective Date”) by and among SOTHERLY HOTELS LP, a Delaware limited partnership (“Owner”); SOTHERLY HOTELS INC., a Maryland corporation and general partner of the Owner (the “REIT”) (the Owner and REIT are hereinafter referred to as the “Company”); MHI HOSPITALITY TRS, LLC, a Delaware limited liability company (“Lessee”), and OUR TOWN HOSPITALITY LLC, a Virginia limited liability company (“Our Town” or the “Manager” and collectively with the Company, and the Lessee, the “Parties”).
PLEDGE AGREEMENTPledge Agreement • May 14th, 2014 • Sotherly Hotels Lp • Hotels & motels • New York
This PLEDGE AGREEMENT dated as of March 26, 2014 (as amended, restated, supplemented or modified from time to time, the “Pledge Agreement”) is executed by (i) Sotherly Hotels LP (“Borrower”) and (ii) MHI GP LLC (“GP” and together with Borrower, each a “Pledgor” and together the “Pledgors”), to and for the benefit of Richmond Hill Capital Partners, LP, as agent for the Lenders (as defined hereinafter) (“Agent”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • February 11th, 2022 • Sotherly Hotels Lp • Hotels & motels • Indiana
AMENDMENT TO AGREEMENT FOR SALE AND PURCHASE OF PROPERTYAgreement for Sale and Purchase • August 12th, 2016 • Sotherly Hotels Lp • Hotels & motels
THIS AMENDMENT TO AGREEMENT FOR SALE AND PURCHASE OF PROPERTY is made this 10th day of June, 2016, by and between HAMPTON HOTEL ASSOCIATES LLC, a Delaware limited liability company, (“Seller”); and THREE CAPITAL HOTELS, INC., a Virginia corporation (“Buyer”); and AJITKUMAR PATEL (“Guarantor”).
ContractSotherly Hotels Lp • May 10th, 2018 • Hotels & motels • New York
THIS GLOBAL NOTE IS HELD BY THE DEPOSITORY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 3.12 OF THE SUPPLEMENTAL INDENTURE (AS DEFINED BELOW), (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.12 OF THE FIRST SUPPLEMENTAL INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE BASE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.
REAL ESTATE SALE AGREEMENTReal Estate Sale Agreement • March 25th, 2022 • Sotherly Hotels Lp • Hotels & motels • North Carolina
This Summary of Basic Terms (this “Summary”) is hereby incorporated into and made a part of the Agreement (defined below). Capitalized terms used but not defined in this Summary shall have the meanings set forth in the Agreement. In the event of a conflict between the terms of this Summary and the Agreement, the terms of the Agreement shall prevail.
FIRST Amendment to Employment AgreementEmployment Agreement • January 24th, 2023 • Sotherly Hotels Lp • Hotels & motels • Virginia
This First Amendment to Employment Agreement (the “Amendment”) is dated as of January 23, 2023, between Sotherly Hotels Inc., a Maryland corporation (the “Company” or the “Employer”), and Andrew M. Sims (the “Executive”) and amends that certain Employment Agreement dated January 1, 2020, between the Company and the Executive (the “Employment Agreement”). The Company and Executive are sometimes collectively referred to herein as the “Parties”.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • December 13th, 2021 • Sotherly Hotels Lp • Hotels & motels • Delaware
This Share Exchange Agreement (the “Agreement”) is made and entered into effective as of December 9, 2021 (the "Effective Date"), by and between Sotherly Hotels Inc., a Maryland Corporation (“Sotherly” or the “Company”), and Palogic Value Fund, L.P., a Delaware limited partnership (“Palogic”).
GUARANTYSotherly Hotels Lp • May 14th, 2014 • Hotels & motels • New York
FOR VALUE RECEIVED, and in consideration of any loan or other financial accommodation heretofore or hereafter at any time made or granted to SOTHERLY HOTELS LP, a partnership organized under the laws of the State of Delaware (“Borrower”) by the Lenders (as hereinafter defined) and by RICHMOND HILL CAPITAL PARTNERS, LP, as Agent for Lenders (in such capacity, together with its successors and assigns in such capacity, the “Agent”), the undersigned (“Guarantor”) hereby agrees, as of March 26, 2014, as follows:
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • June 9th, 2021 • Sotherly Hotels Lp • Hotels & motels
This Amendment No. 2 to the Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Amendment”), dated as of June 4, 2021, is by and between OUR TOWN HOSPITALITY, LLC, a Virginia limited liability company (the “Borrower”), and MHI HOSPITALITY TRS, LLC, a Delaware limited liability company (the “Lender”).
CREDIT AGREEMENT OUR TOWN HOSPITALITY, LLCCredit Agreement • December 16th, 2019 • Sotherly Hotels Lp • Hotels & motels • Virginia
This Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of January 1, 2020, is by and between OUR TOWN HOSPITALITY, LLC, a Virginia limited liability company (the “Borrower”), and MHI HOSPITALITY TRS, LLC, a Delaware limited liability company (the “Lender”).
SOTHERLY HOTELS LP (a Delaware limited partnership) $[—] [—]% Senior Notes Due 2018 UNDERWRITING AGREEMENT Dated: [—], 2013Underwriting Agreement • September 4th, 2013 • Sotherly Hotels Lp • Hotels & motels • New York
1,610,000 Shares SOTHERLY HOTELS INC. par value $0.01 per share (Liquidation Preference $25.00 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • August 22nd, 2016 • Sotherly Hotels Lp • Hotels & motels • New York
Sotherly Hotels Inc., a Maryland corporation (the “Company”), and Sotherly Hotels LP, a Delaware limited partnership (the “Operating Partnership” and together with the Company, the “Transaction Entities”), confirm their respective agreements with the underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Sandler O’Neill & Partners, L.P. is acting as representative (in such capacity, the “Representative”), with respect to the sale by the Company and the purchase by the Underwriters of an aggregate of 1,610,000 shares of 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (the “Series B Preferred Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Initial Securities”). The Company also proposes to grant to the Underwriters, acting severally and not jointly, an option d
SOTHERLY HOTELS INC. COMMON STOCK PAR VALUE $0.01 PER SHARE SALES AGENCY AGREEMENTSales Agency Agreement • July 9th, 2014 • Sotherly Hotels Lp • Hotels & motels • New York
Sotherly Hotels Inc., a Maryland corporation (the “Company”), and Sotherly Hotels LP, a Delaware limited partnership (the “Operating Partnership” and together with the Company, the “Transaction Entities”), confirm their agreement (this “Agreement”) with Sandler O’Neill & Partners, L.P. (the “Agent” or “you”), as follows:
ADDENDUM TO COMMERCIAL UNIT AGREEMENTLease Agreement • September 20th, 2016 • Sotherly Hotels Lp • Hotels & motels • Florida
THIS ADDENDUM TO COMMERCIAL UNIT PURCHASE AGREEMENT (this “Addendum”) is executed as of the 14th day of September, 2016, by and between 4111 South Ocean Drive, LLC, a Florida limited liability company, as “Seller”, and Sotherly Hotels, Inc. (NASDAQ: “SOHO”), a publicly traded real estate investment trust, as “Buyer”. Seller and Buyer shall be collectively referred to herein as the “Parties” or individually, a “Party”.
OFFICE SUBLEASEOffice Sublease • December 16th, 2019 • Sotherly Hotels Lp • Hotels & motels • Virginia
THIS SUBLEASE (the “Sublease” or “Agreement”) dated the 13th day of December, 2019 is by and between Sotherly Hotels Inc., a Maryland corporation (“Sublessor” or “Sotherly”) and Our Town Hospitality, LLC, a Virginia limited liability company (“Sublessee,” together, the “Parties”). “Lease” refers to the Office Lease by and between THE COLONIAL WILLIAMSBURG FOUNDATION (“Landlord”), a Virginia non-stock corporation, and Sotherly Hotels Inc. dated June 3, 2019 and attached hereto as Exhibit 4 (the “Master Lease”).
COMMERCIAL UNIT PURCHASE AGREEMENTUnit Purchase Agreement • August 10th, 2017 • Sotherly Hotels Lp • Hotels & motels
ORAL REPRESENTATIONS CANNOT BE RELIED UPON AS CORRECTLY STATING THE REPRESENTATIONS OF THE DEVELOPER. FOR CORRECT REPRESENTATIONS, REFERENCE SHOULD BE MADE TO THIS CONTRACT AND THE DOCUMENTS REFERENCED HEREIN
First Amendment to Employment AgreementEmployment Agreement • February 11th, 2022 • Sotherly Hotels Lp • Hotels & motels • Virginia
This First Amendment to Employment Agreement (the “Amendment ”) is dated as of February 8 2022, between Sotherly Hotels Inc., a Maryland corporation (the “Company” or the “Employer”), and Robert E. Kirkland IV (the “Executive”) and amends that certain Employment Agreement dated January 1, 2020, between the Company and the Executive (the “Employment Agreement”). The Company and Executive are sometimes collectively referred to herein as the “Parties”.
AGREEMENT FOR SALE AND PURCHASE OF PROPERTYAgreement for Sale and Purchase of Property • February 9th, 2017 • Sotherly Hotels Lp • Hotels & motels • Virginia
This Agreement for Sale and Purchase of Property (the “Agreement”) is dated October 6, 2016 (the “Effective Date”) by and between HAMPTON HOTEL ASSOCIATES LLC, a Delaware limited liability company, (“Seller”); and MARINA HOTEL, LLC, a Virginia limited liability company, or it assigns (“Buyer”), and NEIL AMIN (“Amin”) and SHAMIN HOTELS, INC. (“Shamin Hotels”) as guarantors (individually, a “Guarantor” and together “Guarantors”).
SECOND Amendment to Employment AgreementEmployment Agreement • January 24th, 2023 • Sotherly Hotels Lp • Hotels & motels • Virginia
This Second Amendment to Employment Agreement (the “Amendment”) is dated as of January 23, 2023, between Sotherly Hotels Inc., a Maryland corporation (the “Company” or the “Employer”), and Robert E. Kirkland IV (the “Executive”) and amends that certain Employment Agreement dated January 1, 2020, as amended, between the Company and the Executive (the “Employment Agreement”). The Company and Executive are sometimes collectively referred to herein as the “Parties”.
