0001144204-18-041858 Sample Contracts

AMENDED AND RESTATED ADVISORY AGREEMENT among PROCACCIANTI HOTEL REIT, INC. procaccianti hotel reit, l.p. AND PROcaccianti HOTEL ADVISORS, LLC AMENDED AND RESTATED ADVISORY AGREEMENT

Advisory Agreement • August 3rd, 2018 • Procaccianti Hotel Reit, Inc. • Real estate investment trusts • Delaware

• Contract Type
  Advisory Agreement
• Filed
  August 3rd, 2018
• Company
  Procaccianti Hotel Reit, Inc.
• Industry
  Real estate investment trusts
• Jurisdiction
  Delaware

THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of the 2nd day of August, 2018, is entered into by and among Procaccianti Hotel REIT, Inc., a Maryland corporation (the “Company”), Procaccianti Hotel REIT, L.P., a Delaware limited partnership (the “Operating Partnership”), and Procaccianti Hotel Advisors, LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

DEALER MANAGER AGREEMENT Procaccianti HOTEL REIT, INC. Up to $550,000,000 in shares of Common Stock, $0.01 par value per share August 2, 2018

Dealer Manager Agreement • August 3rd, 2018 • Procaccianti Hotel Reit, Inc. • Real estate investment trusts • New York

• Contract Type
  Dealer Manager Agreement
• Filed
  August 3rd, 2018
• Company
  Procaccianti Hotel Reit, Inc.
• Industry
  Real estate investment trusts
• Jurisdiction
  New York

Procaccianti Hotel REIT, Inc., a Maryland corporation (the “Company”), has registered for public sale (the “Offering”) a maximum of up to $550,000,000 in shares of three different classes of the Company’s common stock, $0.01 par value per share (collectively, “Common Stock”), consisting of: (a) up to $550,000,000 in shares of Common Stock being offered to the public pursuant to the Company’s primary offering (the “Primary Offering”), comprised of (i) up to $125,000,000 in shares of Class K-I common stock (“Class K-I Shares”), (ii) up to $125,000,000 in shares of Class K common stock (“Class K Shares”) and (iii) up to $250,000,000 in shares of Class K-T common stock (“Class K-T Shares”), and (b) up to $50,000,000 in shares of Common Stock being offered to stockholders of the Company pursuant to the Company’s distribution reinvestment plan (the “DRIP”), comprised of (i) up to $12,500,000 in Class K-I Shares, (ii) up to $12,500,000 in Class K-T Shares and (iii) up to $25,000,000 in Class