0001104659-21-003840 Sample Contracts

REGULATION A+ OFFERING RESTATED ENGAGEMENT AGREEMENT
Engagement Agreement • January 13th, 2021 • American Hospitality Properties REIT, Inc. • Real estate • Wisconsin

The purpose of this restated and amended engagement agreement (the “Agreement”) is to outline our agreement in principle pursuant to which KCD Financial, Inc. ( “KCD” or “Dealer Manager”) will act as the lead managing Dealer Manager in connection with a best efforts qualified Regulation A+ Tier 2 offering by American Hospitality Properties REIT, Inc., a Delaware corporation (the “Company”), of up to $50,000,000 of shares of common stock (the “Shares”) to the public at $10.00 per share as more fully described in the Company’s offering circular dated July 23, 2019 (the “Offering Circular” or “OC”) filed with the Securities and Exchange Commission pursuant to Rule 253(g)(2).

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Amendment to second amended and restated Company Agreement of PAH CHARLOTTE LLC
Company Agreement • January 13th, 2021 • American Hospitality Properties REIT, Inc. • Real estate

This Amendment, dated as of August 17, 2020 to that certain Second Amended and Restated Company Agreement, dated as of May __, 2018 (as amended, modified and supplemented from time to time, the “Agreement”), of PAH Charlotte LLC, a Delaware limited liability company (the “Company”). Capitalized words and phrases used in this Amendment but not defined herein shall have the meanings set forth in the Agreement. The Company, acting in accordance with the requirements set forth in the Agreement, has duly adopted this Amendment on August 17, 2020, to classify and designate 2,500 limited liability company units as a separate class of preferred limited liability company units to be known as the 12.0% Series A Redeemable Cumulative Preferred Units, $1,000 liquidation value per unit (“Series A Preferred Units”), of which 1,565 Preferred Units are being issued to American Hospitality Properties REIT, Inc. concurrently with the execution of this Amendment. The Preferred Units will have the followi

BANK ACCOUNT CONTROL AGREEMENT
Account Control Agreement • January 13th, 2021 • American Hospitality Properties REIT, Inc. • Real estate

This Bank Account Control Agreement, executed this 9th day of December, 2020, is between Phoenix American Hospitality, LLC, (the “Manager”) and KCD Financial, Inc. (“KCD”) and serves to outline the control of the depository account at JP Morgan Chase Bank, N.A., Account Number 000000667929829 (the “Account”) for American Hospitality Properties REIT, Inc. (“REIT”).

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