March 27, 2020 STRICTLY CONFIDENTIAL Carey Watermark Investors 2 Incorporated New York, NY 10020Merger Agreement • March 31st, 2020 • Carey Watermark Investors 2 Inc • Real estate investment trusts
Reference is made to (x) the Agreement and Plan of Merger, dated as of October 22, 2019 (the “Merger Agreement”), by and among Carey Watermark Investors 2 Incorporated, Apex Merger Sub LLC, and Carey Watermark Investors Incorporated and (y) the letter agreement, dated as of March 10, 2020 (the “Closing Dividend Letter Agreement”), by and among Carey Watermark Investors 2 Incorporated, Apex Merger Sub LLC, and Carey 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.
