0001193125-18-265149 Sample Contracts

AMENDMENT NO. 5 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SOTHERLY HOTELS LP
Partnership Agreement • August 31st, 2018 • Sotherly Hotels Lp • Hotels & motels

THIS AMENDMENT NO. 5 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SOTHERLY HOTELS LP (as amended, the “Partnership Agreement”) is made as of the 31st day of August, 2018 (the “Amendment”), and is executed by Sotherly Hotels Inc., a Maryland Corporation (the “Company”), as the General Partner and on behalf of the existing Limited Partners of Sotherly Hotels LP (the “Partnership”).

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SOTHERLY HOTELS INC. COMMON STOCK PAR VALUE $0.01 PER SHARE Up to 400,000 Shares PAR VALUE $0.01 PER SHARE SALES AGENCY AGREEMENT
Sales Agency Agreement • August 31st, 2018 • Sotherly Hotels Lp • Hotels & motels • New York

Sotherly Hotels Inc., a Maryland corporation (the “Company”), and Sotherly Hotels LP, a Delaware limited partnership (the “Operating Partnership” and together with the Company, the “Transaction Entities”), confirm their agreement (this “Agreement”) with Sandler O’Neill & Partners, L.P. (the “Agent” or “you”), as follows:

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