FORM OF AGREEMENT OF LIMITED PARTNERSHIP OF CWI LIMITED PARTNERSHIPLimited Partnership Agreement • March 26th, 2008 • Carey Watermark Investors Inc • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF CWI LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), dated as of , 2008 (the “Effective Date”), is entered into by and among Carey Watermark Investors Incorporated, a Maryland corporation holding both general partner and limited partner interests in the Partnership (the “General Partner”), and Carey Watermark Holdings, LLC, a Delaware limited liability company holding a special general partner interest in the Partnership (the “Special General Partner”), together with any other Persons who become Partners in the Partnership as provided herein.
FORM OF ADVISORY AGREEMENTAdvisory Agreement • March 26th, 2008 • Carey Watermark Investors Inc • New York
THIS ADVISORY AGREEMENT, dated as of [ l ], 2008, is among CAREY WATERMARK INVESTORS INCORPORATED, a Maryland corporation (“CWI”), CWI LIMITED PARTNERSHIP, a Delaware limited partnership of which CWI is a general partner (the “Operating Partnership”), and CAREY WATERMARK ADVISORS, LLC, a Delaware limited liability company (the “Advisor”).
