0001193125-12-301623 Sample Contracts

AMENDMENT NO. 2 TO WARRANT To Purchase Common Stock of MHI Hospitality Corporation
Warrant Amendment • July 13th, 2012 • MHI Hospitality CORP • Real estate investment trusts

THIS AMENDMENT NO. 2 (this “Amendment”) to the Warrant dated as of April 18, 2011 (as further defined below, the “Warrant”), issued by MHI Hospitality Corporation, a Maryland corporation (the “Company”), to Essex Illiquid, LLC and Richmond Hill Capital Partners, LP as the Initial Holders identified on Schedule 1 to the Warrant, as amended by an Amendment to Warrant dated as of December 21, 2011, is made and entered into by the Company, and agreed and acknowledged by such Initial Holders, as of July 10, 2012 (the “Amendment Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Warrant.

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