INDEMNIFICATION AGREEMENTIndemnification Agreement • March 31st, 2017 • Hospitality Investors Trust, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the [*] day of [*], 2017, by and between Hospitality Investors Trust, Inc., a Maryland corporation (the “Company”), and [*] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2017 • Hospitality Investors Trust, Inc. • Real estate investment trusts • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 31, 2017, by and between Hospitality Investors Trust, Inc., a Maryland corporation (the “Company”), and Edward T. Hoganson (“Executive”).
FORM OF RESTRICTED SHARE UNIT AWARD AGREEMENT PURSUANT TO THE AMENDED AND RESTATED EMPLOYEE AND DIRECTOR INCENTIVE RESTRICTED SHARE PLAN OF HOSPITALITY INVESTORS TRUST, INC.Restricted Share Unit Award Agreement • March 31st, 2017 • Hospitality Investors Trust, Inc. • Real estate investment trusts • Maryland
THIS AGREEMENT (this “Agreement”) is made as of [______ _], 20__ (the “Grant Date”), by and between Hospitality Investors Trust, Inc., a Maryland corporation with its principal office at 3950 University Drive, Fairfax, Virginia 22030 (the “Company”), and [___________] (the “Participant”).
SECOND AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ARC HOSPITALITY PORTFOLIO II HOLDCO, LLCLimited Liability Company Agreement • March 31st, 2017 • Hospitality Investors Trust, Inc. • Real estate investment trusts • Delaware
THIS SECOND AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) of ARC HOSPITALITY PORTFOLIO II HOLDCO, LLC, a Delaware limited liability company (the “Company”), is entered into as of March 31, 2017.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • March 31st, 2017 • Hospitality Investors Trust, Inc. • Real estate investment trusts
This TRANSITION SERVICES AGREEMENT (this “Agreement”) dated as of March 31, 2017, is by and among (i) Crestline Hotels & Resorts LLC (the “Service Provider”), (ii) Hospitality Investors Trust, Inc. (formerly known as American Realty Capital Hospitality Trust, Inc.) (“ARCH”), and (iii) Hospitality Investors Trust Operating Partnership, L.P. (formerly known as American Realty Capital Hospitality Operating Partnership, L.P.) (the “OP” and together with ARCH, the “Company”). The Company and the Service Provider are collectively referred to herein as the “Parties.”
ASSIGNMENT AND AMENDMENT OF MANAGEMENT AGREEMENTSManagement Agreement • March 31st, 2017 • Hospitality Investors Trust, Inc. • Real estate investment trusts
This Assignment and Amendment of Management Agreement (“Assignment”) is made, effective as of March 31, 2017 (the “Effective Date”), by and between (1) American Realty Capital Hospitality Grace Portfolio, LLC, a Delaware limited liability company, whose principal place of business is 405 Park Avenue, New York, NY 10022 (“Assignor”); (2) ARC Hospitality Portfolio I MCK TRS, LLC, a Delaware limited liability company, ARC Hospitality Portfolio I NTC TRS, LP, a Delaware limited partnership, ARC Hospitality Portfolio II NTC TRS, LP, Delaware limited partnership, and ARC Hospitality Portfolio II MISC TRS, LLC, a Delaware limited liability company, the principal place of business of each of which is 3950 University Drive, Suite 301, Fairfax, Virginia 22030 (collectively, “Assignee”); and (3) McKibbon Hotel Management, inc., a Florida corporation, with an office at 402 Washington Street, SE, Suite 200, Gainesville, GA 30501 (“Manager”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 31st, 2017 • Hospitality Investors Trust, Inc. • Real estate investment trusts
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of March 31, 2017 (the “Effective Date”), by and among each of American Realty Capital Hospitality Advisors, LLC (“Hospitality Advisor”) and AR Global Investment, LLC (“Global” and, together with Hospitality Advisor, “Assignor”), on the one hand, and Hospitality Investors Trust Operating Partnership, L.P. (formerly known as American Realty Capital Hospitality Operating Partnership, L.P.) (the “OP” and, together with the Assignor, the “Parties”), on the other hand.
ASSIGNMENT AND AMENDMENT OF CRESTLINE SWN MANAGEMENT AGREEMENTCrestline SWN Management Agreement • March 31st, 2017 • Hospitality Investors Trust, Inc. • Real estate investment trusts
This Assignment and Amendment of Crestline SWN Management Agreement (“Assignment”) is made effective as of March 31, 2017 (“Effective Date”) by and among American Realty Capital Hospitality PROPERTIES, LLC, a Delaware limited liability company, with an address at 405 Park Avenue, New York, New York 10022 (“Assignor”); CRESTLINE HOTELS & RESORTS, LLC, a Delaware limited liability company, with an address at 3950 University Drive, Suite 301, Fairfax, Virginia 22030 (“Assignee”); and ARC HOSPITALITY SWN INT NTC TRS, LP, a Delaware limited partnership, with an address at 405 Park Avenue, New York, New York 10022 (“TRS 1”), ARC HOSPITALITY SWN TRS, LLC, a Delaware limited liability company, with an address at 405 Park Avenue, New York, New York 10022 (“TRS 2”), and ARC HOSPITALITY SWN CRS NTC TRS, LP, a Delaware limited partnership, with an address at 405 Park Avenue, New York, New York 10022 (“TRS 3”) (TRS 1, TRS 2, and TRS 3, collectively, “TRS”).
ASSIGNMENT AND AMENDMENT OF MANAGEMENT AGREEMENTManagement Agreement • March 31st, 2017 • Hospitality Investors Trust, Inc. • Real estate investment trusts
This Assignment and Amendment of Management Agreement (“Assignment”) is made effective as of March 31, 2017 (“Effective Date”) by and among American Realty Capital Hospitality PROPERTIES, LLC, a Delaware limited liability company, with an address at 405 Park Avenue, New York, New York 10022 (“Assignor”); CRESTLINE HOTELS & RESORTS, LLC, a Delaware limited liability company, with an address at 3950 University Drive, Suite 301, Fairfax, VA 22030 (“Assignee”); and ARC HOSPITALITY TRS BALTIMORE, LLC, a Delaware limited liability company, with an address at 3950 University Drive, Suite 301, Fairfax, VA 22030 (“CY Baltimore TRS”), ARC HOSPITALITY TRS PROVIDENCE, LLC, a Delaware limited liability company, with an address at 3950 University Drive, Suite 301, Fairfax, VA 22030 (“CY Providence TRS”), ARC HOSPITALITY TRS GA TECH, LLC, a Delaware limited liability company, with an address at 3950 University Drive, Suite 301, Fairfax, VA 22030 (“GA Tech TRS”), and ARC HOSPITALITY TRS STATFORD, LLC,
OMNIBUS AGREEMENT FOR TERMINATION OF SUB-MANAGEMENT AGREEMENTSOmnibus Agreement for Termination of Sub-Management Agreements • March 31st, 2017 • Hospitality Investors Trust, Inc. • Real estate investment trusts
This Omnibus Agreement for Termination of Sub-Management Agreements (“Agreement”), is entered into as of March 31, 2017 (the “Termination Date”), by and among (1) American Realty Capital Hospitality Grace Portfolio, LLC (“Grace Owner”) and American Realty Capital Hospitality PROPERTIES, LLC (“ARC Owner” (and together with Grace Owner, “Owner”)), each a Delaware limited liability company with an address at 405 Park Avenue, New York, New York 10022; and (2) CRESTLINE HOTELS & RESORTS, LLC (“Crestline Manager”) and CRESTLINE HOTELS OHIO BEVCO, LLC (“Crestline Bevco”, and together with Crestline Manager, “Manager”), each a Delaware limited liability company with an address at 3950 University Drive, Suite 301, Fairfax, VA 22030.
OMNIBUS AGREEMENT FOR TERMINATION OF MANAGEMENT AGREEMENTSOmnibus Agreement for Termination of Management Agreements • March 31st, 2017 • Hospitality Investors Trust, Inc. • Real estate investment trusts
This Omnibus Agreement for Termination of Management Agreement (“Agreement”), is entered into as of March 31, 2017, except with respect to the Interstate Prime Management Agreements, as of April 3, 2017, (as applicable, the “Termination Date”), by and among (1) ARC Hospitality Portfolio I HIL TRS, LLC, a Delaware limited liability company with an address at 405 Park Avenue, New York, New York 10022 and ARC Hospitality Portfolio I NTC HIL TRS, LP, a Delaware limited partnership with an address at 405 Park Avenue, New York, New York 10022 (collectively hereinafter referred to as “Hilton Pool I Owner”); (2) ARC Hospitality Portfolio II HIL TRS, LLC, a Delaware limited liability company with an address at 405 Park Avenue, New York, New York 10022 and ARC HOSPITALITY PORTFOLIO II NTC HIL TRS, LP, a Delaware limited partnership with an address at 405 Park Avenue, New York, New York 10022 (collectively hereinafter referred to as “Hilton Pool II Owner” (and together with Hilton Pool I Owner, “
OWNERSHIP LIMIT WAIVER AGREEMENTOwnership Limit Waiver Agreement • March 31st, 2017 • Hospitality Investors Trust, Inc. • Real estate investment trusts • Maryland
THIS OWNERSHIP LIMIT WAIVER AGREEMENT (this “Agreement”), dated as of March 31, 2017, is between Hospitality Investors Trust, Inc., a Maryland corporation (the “Company”), and Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC (the “Investor”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Articles of Amendment and Restatement for the Company, as filed with the Maryland State Department of Assessments and Taxation, as amended, supplemented, and amended and restated through the date hereof and as presently in effect (the “Charter”) or the Purchase Agreement (as defined below).
COMPENSATION PAYMENT AGREEMENTCompensation Payment Agreement • March 31st, 2017 • Hospitality Investors Trust, Inc. • Real estate investment trusts • New York
This Compensation Payment Agreement (the “Agreement”) is entered into by and among Bruce G. Wiles and Lowell G. Baron (each, a “Director” and together, the “Directors”), Hospitality Investors Trust, Inc., a Maryland corporation (the “Company”), and BSREP II Hospitality II Board LLC, a Delaware limited liability company (“BSREP II Hospitality Board”), to be effective as of March 31, 2017 (the “Effective Date”).
Registration Rights AgreementRegistration Rights Agreement • March 31st, 2017 • Hospitality Investors Trust, Inc. • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 31, 2017, is by and among Hospitality Investors Trust, Inc., a Maryland corporation (together with its successors, the “Company”), Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company ( “Brookfield”), American Realty Capital Hospitality Advisors, LLC, a Delaware limited liability company ( the “Advisor”), and American Realty Capital Hospitality Properties, LLC, a Delaware limited liability company, (the “Property Manager”), and such other Persons, if any, from time to time that become party hereto as holders of Registrable Securities (as defined below) pursuant to Section 3.04. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Purchase Agreement (as defined herein).
ASSIGNMENT AND AMENDMENT OF CURRENT MANAGEMENT AGREEMENTManagement Agreement • March 31st, 2017 • Hospitality Investors Trust, Inc. • Real estate investment trusts
This Assignment and Amendment of Current Management Agreement (“Assignment”) is made effective as of March 31, 2017 (“Effective Date”) by and among American Realty Capital Hospitality Grace Portfolio, LLC, a Delaware limited liability company, with an address at 405 Park Avenue, New York, New York 10022 (“Assignor”); CRESTLINE HOTELS & RESORTS, LLC, a Delaware limited liability company, with an address at 3950 University Drive, Suite 301, Fairfax, VA 22030 (“Assignee”); and ARC HOSPITALITY PORTFOLIO I TRS, LLC, ARC HOSPITALITY PORTFOLIO I NTC TRS, LP, and ARC HOSPITALITY PORTFOLIO I MISC TRS, LLC (collectively, “TRS”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • March 31st, 2017 • Hospitality Investors Trust, Inc. • Real estate investment trusts • New York
This TRADEMARK LICENSE AGREEMENT (the “Agreement”) is made and entered into as of March 31, 2017, by and between AR Capital LLC, a Delaware limited liability company (“AR Capital”) and American Realty Capital Hospitality Advisors, LLC, a Delaware limited liability company (the “Advisor” and with AR Capital, the “Licensor”), on the one hand, and Hospitality Investors Trust, Inc. (formerly known as American Realty Capital Hospitality Trust, Inc.), a Maryland corporation (the “Company”) and Hospitality Investors Trust Operating Partnership, L.P. (formerly known as American Realty Capital Hospitality Operating Partnership, L.P.) (the “OP” and, together with the Company, the “Licensee” and, together with the Licensor, the “Parties”), on the other hand.
ASSIGNMENT AND AMENDMENT OF MANAGEMENT AGREEMENTManagement Agreement • March 31st, 2017 • Hospitality Investors Trust, Inc. • Real estate investment trusts
This Assignment and Amendment of Management Agreement (“Assignment”) is made effective as of March 31, 2017 (“Effective Date”) by and among American Realty Capital Hospitality Grace Portfolio, LLC, a Delaware limited liability company, with an address at 405 Park Avenue, New York, New York 10022 (“Assignor”); CRESTLINE HOTELS & RESORTS, LLC, a Delaware limited liability company, with an address at 3950 University Drive, Suite 301, Fairfax, VA 22030 (“Assignee”); and ARC HOSPITALITY PORTFOLIO I TRS, LLC, a Delaware limited liability company, with an address at 3950 University Drive, Suite 301, Fairfax, VA 22030 (“Ohio Liquor TRS”), ARC HOSPITALITY PORTFOLIO I NTC TRS, LP (“Texas I Liquor TRS”), a Delaware limited partnership, with an address at 3950 University Drive, Suite 301, Fairfax, Virginia 22030, ARC HOSPITALITY PORTFOLIO II NTC TRS, LP (“Texas II Liquor TRS”), a Delaware limited partnership, with an address at 3950 University Drive, Suite 301, Fairfax, VA 22030, ARC HOSPITALITY P
OMNIBUS ASSIGNMENT AND AMENDMENT OF MANAGEMENT AGREEMENTManagement Agreement • March 31st, 2017 • Hospitality Investors Trust, Inc. • Real estate investment trusts • New York
This Omnibus Assignment and Amendment of Management Agreement (“Assignment”) is made, effective as of March 31, 2017 (the “Effective Date”), by and between (1) American Realty Capital Hospitality Grace Portfolio, LLC, a Delaware limited liability company, whose principal place of business is 405 Park Avenue, New York, NY 10022 (“Assignor”); (2) ARC Hospitality Portfolio I HIL TRS, LLC, a Delaware limited liability company, ARC Hospitality Portfolio I NTC HIL TRS, LP, a Delaware limited partnership, ARC Hospitality Portfolio II HIL TRS, LLC, a Delaware limited liability company, and ARC Hospitality Portfolio II NTC HIL TRS, LP, a Delaware limited partnership, the principal place of business of each of which is 3950 University Drive, Suite 301, Fairfax, Virginia 22030 (collectively, “Assignee”); and (3) Hampton Inns Management LLC, a Delaware limited liability company, and HOMEWOOD SUITES Management LLC, a Delaware limited liability company, the principal place of business of each of whi
ASSIGNMENT AND AMENDMENT OF CURRENT MANAGEMENT AGREEMENTManagement Agreement • March 31st, 2017 • Hospitality Investors Trust, Inc. • Real estate investment trusts
This Assignment and Amendment of Current Management Agreement (“Assignment”) is made effective as of March 31, 2017 (“Effective Date”) by and among American Realty Capital Hospitality Grace Portfolio, LLC, a Delaware limited liability company, with an address at 405 Park Avenue, New York, New York 10022 (“Assignor”); CRESTLINE HOTELS & RESORTS, LLC, a Delaware limited liability company, with an address at 3950 University Drive, Suite 301, Fairfax, VA 22030 (“Assignee”); and ARC Hospitality Portfolio II NTC TRS, LP, ARC Hospitality Portfolio II TRS, LLC, and ARC Hospitality Portfolio II MISC TRS, LLC (collectively, “TRS”).
ASSIGNMENT AND AMENDMENT OF MANAGEMENT AGREEMENTSManagement Agreement • March 31st, 2017 • Hospitality Investors Trust, Inc. • Real estate investment trusts
This Assignment and Amendment of Management Agreements (“Assignment”) is made, effective as of March 31, 2017 (the “Effective Date”), by and between (1) American Realty Capital Hospitality Grace Portfolio, LLC, a Delaware limited liability company, whose principal place of business is 405 Park Avenue, New York, NY 10022 (“Assignor”); (2) ARC Hospitality Portfolio I MISC TRS, LLC, a Delaware limited liability company, whose principal place of business is 3950 University Drive, Suite 301 Fairfax, Virginia 22030 (“Assignee”); and (3) INNVENTURES IVI, LP, a Delaware limited partnership, whose principal place of business is Legacy Southcenter Place, 16400 Southcenter Parkway, Suite 100, Tukwila, WA 98188 (“Manager”).
MUTUAL WAIVER AND RELEASEMutual Waiver and Release • March 31st, 2017 • Hospitality Investors Trust, Inc. • Real estate investment trusts
This MUTUAL WAIVER AND RELEASE (this “Agreement”), dated as of March 31, 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) Hospitality Investors Trust, Inc. (formerly known as American Realty Capital Hospitality Trust, Inc.) (“ARCH”), (vi) Hospitality Investors Trust Operating Partnership, L.P. (formerly known as 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) Brookfield Strategic Real Estate Partners
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HOSPITALITY INVESTORS TRUST OPERATING PARTNERSHIP, L.P. Dated as of March 31, 2017Agreement of Limited Partnership • March 31st, 2017 • Hospitality Investors Trust, Inc. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HOSPITALITY INVESTORS TRUST OPERATING PARTNERSHIP, L.P. (the “Partnership”, or the “Company”) dated as of March 31, 2017 is entered into among HOSPITALITY INVESTORS TRUST, INC., a Maryland corporation, as general partner (the “General Partner”), BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II HOSPITALITY REIT II LLC, a Delaware limited liability company, as a Limited Partner (the “Initial Preferred LP”) and BSREP II HOSPITALITY II SPECIAL GP OP LLC, a Delaware limited liability company, as Special General Partner (the “Special General Partner” and, together with the Initial Preferred LP, the “Investor Partners”) and any other Limited Partners party hereto from time to time.
