0001144204-17-002068 Sample Contracts

FIRST AMENDMENT TO LOAN AGREEMENT
Loan Agreement • January 13th, 2017 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts • New York

This FIRST AMENDMENT TO LOAN AGREEMENT, dated as of January 12, 2017 (this “Amendment”) is made between American Realty Capital Hospitality Trust, Inc., a Maryland corporation (the “Borrower”) and Summit Hotel OP, LP (the “Lender”).

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LOAN AGREEMENT
Loan Agreement • January 13th, 2017 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts • New York

This LOAN AGREEMENT, dated as of January 12, 2017 (as amended, supplemented or otherwise modified, this “Agreement”) is made between American Realty Capital Hospitality Trust, Inc., a Maryland corporation (the “Borrower”) and Summit Hotel OP, LP (the “Lender”).

AMERICAN REALTY CAPITAL HOSPITALITY PORTFOLIO SMT ALT, LLC c/o American Realty Hospitality Trust, Inc. New York, NY 10022
Reinstatement Agreement • January 13th, 2017 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts

Reference is made to that certain Real Estate Purchase and Sale Agreement, dated as of June 2, 2015, by and among the sellers listed on Schedule 1 attached thereto (each a “Seller” and collectively the “Sellers”), Summit Hotel OP, LP (“Summit”) and American Realty Capital Hospitality Portfolio SMT, LLC (the “Original Purchaser”), as amended pursuant to that certain letter agreement dated as of July 15, 2015 (the “July 15 Letter Agreement”), that certain letter agreement dated as of August 21, 2015 (the “August 21 Letter Agreement”), that certain letter agreement dated as of October 20, 2015 (the “October 20 Letter Agreement”), that certain extension notice dated as of October 26, 2015 (the “Extension Notice”), that certain reinstatement agreement dated as of February 11, 2016 (the “Reinstatement Agreement”), that certain letter agreement dated as of December 30, 2016 (the “December 30 Letter Agreement”) and that certain letter agreement dated as of January 10, 2017 (the “January 10 Let

SECURITIES PURCHASE, VOTING AND STANDSTILL AGREEMENT
Registration Rights Agreement • January 13th, 2017 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts • New York

This SECURITIES PURCHASE, VOTING AND STANDSTILL AGREEMENT (this “Agreement”) is entered into as of January 12, 2017, by and among American Realty Capital Hospitality Trust, Inc., a Maryland corporation (the “Company”), American Realty Capital Hospitality Operating Partnership, L.P., a Delaware limited partnership (“Opco”), and Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company (the “Investor”).

FRAMEWORK AGREEMENT
Management Agreement • January 13th, 2017 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts • New York

This FRAMEWORK AGREEMENT (this “Agreement”), dated as of January 12, 2017, is by and among (i) American Realty Capital Hospitality Advisors, LLC (the “Advisor”), (ii) American Realty Capital Hospitality Properties, LLC (the “Hospitality Manager”), (iii) American Realty Capital Hospitality Grace Portfolio, LLC (the “Grace Manager” and together with the Hospitality Manager, the “Property Manager”), (iv) Crestline Hotels & Resorts, LLC (“Crestline”), (v) American Realty Capital Hospitality Trust, Inc. (“ARCH”), (vi) American Realty Capital Hospitality Operating Partnership, L.P. (the “OP”), (vii) American Realty Capital Hospitality Special Limited Partnership, LLC (the “Special Limited Partner” and together with the Advisor, the Hospitality Manager, the Grace Manager and Crestline, the “Advisor Parties”), and (viii) solely in connection with Sections 7(b), 7(d), 8, 9 and 10 through 22 (inclusive), Brookfield Strategic Real Estate Partners II Hospitality REIT II, LLC, a Delaware limited li

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