AGREEMENT OF LIMITED PARTNERSHIP OF CWI OP, LPLimited Partnership Agreement • November 12th, 2010 • Carey Watermark Investors Inc • Real estate • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF CWI OP, LP, a Delaware limited partnership (the “Partnership”), dated as of September 15, 2010 (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.
ADVISORY AGREEMENTAdvisory Agreement • November 12th, 2010 • Carey Watermark Investors Inc • Real estate • New York
THIS ADVISORY AGREEMENT, dated as of September 15, 2010, is among CAREY WATERMARK INVESTORS INCORPORATED, a Maryland corporation (“CWI”), CWI OP, LP, a Delaware limited partnership of which CWI is a general partner (the “Operating Partnership”), and CAREY LODGING ADVISORS, LLC, a Delaware limited liability company (the “Advisor”).
FORM OF ESCROW AGREEMENTEscrow Agreement • November 12th, 2010 • Carey Watermark Investors Inc • Real estate • New York
THIS ESCROW AGREEMENT (this “Agreement”) made and entered into as of this 15th day of September, 2010 by and among Carey Financial, LLC, a Delaware limited liability company (the “Dealer Manager”), Carey Watermark Investors Incorporated, a Maryland corporation (the “Company”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 12th, 2010 • Carey Watermark Investors Inc • Real estate • Maryland
THIS INDEMNIFICATION AGREEMENT is made and entered into this _____ day of , 2010 (“Agreement”), by and between Carey Watermark Investors Incorporated, a Maryland corporation (the “Company”), and [Name of Director or Officer] (“Indemnitee”).
CAREY FINANCIAL, LLC DEALER MANAGER AGREEMENT September 15, 2010Dealer Manager Agreement • November 12th, 2010 • Carey Watermark Investors Inc • Real estate • New York
Carey Watermark Investors Incorporated (the “Company”) is a Maryland corporation that intends to qualify to be taxed as a real estate investment trust (a “REIT”) for federal income tax purposes beginning with the taxable year ending December 31, 2010, or the first year during which the Company begins material operations. The Company proposes to offer (a) up to 100,000,000 shares of common stock, $.001 par value per share (the “Shares”), for a purchase price of $10.00 per Share (subject in certain circumstances to discounts based upon the volume of shares purchased and for certain categories of purchasers), in the primary offering (the “Primary Offering”), and (b) up to 25,000,000 Shares for a purchase price of $9.50 per Share for issuance through the Company’s distribution reinvestment program (the “DRIP” and together with the Primary Offering, the “Offering”), all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Section 1(a)). The Company h
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 12th, 2010 • Carey Watermark Investors Inc • Real estate • New York
THIS INDEMNIFICATION AGREEMENT is made and entered into this 15th day of September, 2010 (“Agreement”), by and between Carey Watermark Investors Incorporated, a Maryland corporation (the “Company”), and CWA, LLC, an Illinois limited liability company (the “Subadvisor”).
