0001193125-04-052098 Sample Contracts

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HIGHLAND HOSPITALITY, L.P.
Limited Partnership Agreement • March 29th, 2004 • Highland Hospitality Corp • Real estate investment trusts • Delaware

This Second Amended and Restated Agreement of Limited Partnership is entered into this 19th day of December, 2003 among the General Partner and the Limited Partners set forth on Exhibit A hereto, for the purpose of amending and restating the Original Agreement.

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WARRANT AGREEMENT Dated as of December 19, 2003
Warrant Agreement • March 29th, 2004 • Highland Hospitality Corp • Real estate investment trusts • Maryland

This Warrant Agreement (the “Agreement”) is made as of December 19, 2003 between HIGHLAND HOSPITALITY CORPORATION, a Maryland corporation (the “Company”),as the issuer of the Warrants (as defined below) and FRIEDMAN, BILLINGS, RAMSEY & CO., INC. (“FBR”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 29th, 2004 • Highland Hospitality Corp • Real estate investment trusts • Virginia

This Registration Rights Agreement (the “Agreement”) is made and entered into as of December 19, 2003, by and between Highland Hospitality Corporation, a Maryland corporation (the “Company”) and Friedman, Billings, Ramsey & Co., Inc. (the “Initial Holder”).

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