March 27, 2020 STRICTLY CONFIDENTIAL Carey Watermark Investors 2 Incorporated New York, NY 10020

Exhibit 2.1

March 27, 2020

STRICTLY CONFIDENTIAL

Xxxxx Watermark Investors 2 Incorporated

00 Xxxxxxxxxxx Xxxxx

Xxx Xxxx, XX 00000

Attn: The Special Committee of the Board of Directors;

Chief Legal Officer

Email: xxxxxxxxxxxxx@xxxxxxx.xxx

Re:         Suspension of Dividends; Outside Date

Dear Xxxxxx:

Reference is made to (x) the Agreement and Plan of Merger, dated as of October 22, 2019 (the “Merger Agreement”), by and among Xxxxx Watermark Investors 2 Incorporated, Apex Merger Sub LLC, and Xxxxx Watermark Investors Incorporated and (y) the letter agreement, dated as of March 10, 2020 (the “Closing Dividend Letter Agreement”), by and among Xxxxx Watermark Investors 2 Incorporated, Apex Merger Sub LLC, and Xxxxx Watermark Investors Incorporated. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Merger Agreement. This letter agreement confirms the agreement among the Parties with respect to the suspension of dividends of each of REIT I and REIT II and extension of the Outside Date under the Merger Agreement.

Effective as of the date of this letter agreement, the Parties hereby agree as follows:

1. The Closing Dividend Letter Agreement is terminated and shall have no further force or effect.

2. Notwithstanding anything to the contrary set forth in Section 7.8 of the Merger Agreement, each of REIT I and REIT II will not pay, and shall have no obligation to pay, any dividends on its common stock in respect of the quarter ended March 31, 2020, and any distributions in respect of future quarters will be evaluated by the relevant board of directors based on circumstances and expectations existing at the time of consideration.

3. Section 9.1(b)(i) of the Merger Agreement is hereby amended by deleting the text “March 31, 2020” and replacing such text with “May 31, 2020”, and each reference in the Merger Agreement to “Outside Date” shall mean 11:59 p.m., New York time, on May 31, 2020.

Pursuant to Section 10.2 of the Merger Agreement, the execution of this letter agreement has been authorized by each of the REIT I Board and the REIT II Board, and this letter agreement hereby amends the Merger Agreement as specifically provided herein.

-1-

Article X of the Merger Agreement (except for Section 10.1 and clause (i) of Section 10.5) is incorporated by reference into this letter agreement, mutatis mutandis, as if it were restated in full herein, with each reference to “this Agreement” in such Article X of the Merger Agreement being deemed a reference to this letter agreement.

Except as specifically provided in this letter agreement and as context may otherwise require to give effect to the intent and purposes of this letter agreement, the Merger Agreement shall remain in full force and effect without any other amendments or modifications thereto. From and after the date of this letter agreement, all references to the Merger Agreement (whether in the Merger Agreement or otherwise) shall mean the Merger Agreement as supplemented by this letter agreement.

If this letter agreement is acceptable, please evidence your acceptance by executing a copy of this letter agreement and returning it.

* * * * *

-2-

	Sincerely,
	XXXXX WATERMARK INVESTORS
	INCORPORATED
	By:	/s/ Xxxxxxx X. Xxxxx
		Name: Xxxxxxx X. Xxxxx
		Title: Chairman of Special Committee of the Board of Directors

ACCEPTED AND AGREED
AS OF March 26, 2020:
XXXXX WATERMARK INVESTORS 2
INCORPORATED
By:	/s/ Xxxxxx X. Xxxxxxx, Xx.
	Name: Xxxxxx X. Xxxxxxx, Xx.
	Title: Chairman of Special Committee of the Board of Directors
APEX MERGER SUB LLC
By: Xxxxx Watermark Investors 2 Incorporated,
its Sole Member
By:	/s/ Xxxxxx X. Xxxxxxx, Xx.
	Name: Xxxxxx X. Xxxxxxx, Xx.
	Title: Chairman of Special Committee of the Board of Directors

[Side Letter to Agreement and Plan of Merger]

The parties to the Internalization Agreement, by signature of their respective authorized representatives, acknowledge the foregoing letter agreement by and among REIT I, REIT II and Merger Sub.

ACKNOWLEDGED AND AGREED:
CWI OP, LP
By: Xxxxx Watermark Investors Incorporated, its general partner
By:	/s/ Xxxxxxx X. Xxxxx
	Name:   Xxxxxxx X. Xxxxx
	Title:     Authorized Representative
CWI 2 OP, LP
By: Xxxxx Watermark Investors 2 Incorporated, its general partner
By:	/s/ Xxxxxx X. Xxxxxxx, Xx.
	Name:   Xxxxxx X. Xxxxxxx, Xx.
	Title:    Chairman of Special Committee of the Board of Directors
On behalf of itself and the other WPC Entities (as defined in the Internalization Agreement):
W.P. XXXXX INC.
By:	/s/ Xxxxx Xxx
	Name:   Xxxxx X. Xxx
	Title:    Chief Executive Officer
On behalf of itself and the other Watermark Entities (as defined in the Internalization Agreement):
WATERMARK CAPITAL PARTNERS, LLC
By:	/s/ Xxxxxxx Xxxxxxxxx
	Name:   Xxxxxxx X. Xxxxxxxxx
	Title:     Chairman and Managing Member

Copies to:

Xxxxxxxx Chance US LLP

00 Xxxx 00xx Xxxxxx

Xxx Xxxx, XX 00000

Attn:     Xxxxxxxx X. Xxxxxx

Email:    [*]

Xxxxxx Xxxxxxxx LLP

3000 Two Xxxxx Square

Eighteenth and Arch Streets

Philadelphia, PA 19103

Attn:     Xxxxx X. Xxxxxxx

Email:    [*]

Xxxxx Lovells US LLP

000 00xx Xxxxxx XX

Xxxxxxxxxx, XX 00000

Attn:       Xxxxx Xxxxxxxxx

Xxxxxxx XxXxxxxxx

Email:    [*]

              [*]