0001193125-14-199165 Sample Contracts

PLEDGE AGREEMENT
Pledge Agreement • May 14th, 2014 • Sotherly Hotels Lp • Hotels & motels • New York

This PLEDGE AGREEMENT dated as of March 26, 2014 (as amended, restated, supplemented or modified from time to time, the “Pledge Agreement”) is executed by (i) Sotherly Hotels LP (“Borrower”) and (ii) MHI GP LLC (“GP” and together with Borrower, each a “Pledgor” and together the “Pledgors”), to and for the benefit of Richmond Hill Capital Partners, LP, as agent for the Lenders (as defined hereinafter) (“Agent”).

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GUARANTY
Sotherly Hotels Lp • May 14th, 2014 • Hotels & motels • New York

FOR VALUE RECEIVED, and in consideration of any loan or other financial accommodation heretofore or hereafter at any time made or granted to SOTHERLY HOTELS LP, a partnership organized under the laws of the State of Delaware (“Borrower”) by the Lenders (as hereinafter defined) and by RICHMOND HILL CAPITAL PARTNERS, LP, as Agent for Lenders (in such capacity, together with its successors and assigns in such capacity, the “Agent”), the undersigned (“Guarantor”) hereby agrees, as of March 26, 2014, as follows:

NOTE AGREEMENT
Pledge Agreement • May 14th, 2014 • Sotherly Hotels Lp • Hotels & motels • New York

NOTE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Note”), dated as of March 26, 2014, by and between Sotherly Hotels LP, a Delaware limited partnership (the “Borrower”), and each lender a party hereto from time to time (together with their successors and assigns, each a “Lender”; and collectively, the “Lenders”) and Richmond Hill Capital Partners, LP, as agent for the Lenders (the “Agent”).

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