BOARD OBSERVER AGREEMENTBoard Observer Agreement • December 31st, 2020 • Sotherly Hotels Lp • Hotels & motels • New York
This Board Observer Agreement, dated effective as of December 31, 2020 (this “Agreement”), is entered into by and between Sotherly Hotels Inc., a Maryland corporation operating as a real estate investment trust (the “REIT”), and KWHP SOHO, LLC (the “Investor”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement (defined below).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • December 31st, 2020 • Sotherly Hotels Lp • Hotels & motels • New York
THIS PLEDGE AND SECURITY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made effective as of December 31, 2020, by the Pledgors set forth on Schedule 1 attached hereto (collectively or individually, as the context reasonably may require, “Pledgor”), in favor of KWHP SOHO, LLC, a Delaware limited liability company, as collateral agent for the Investors (as defined below; together with its successors and assigns in such capacity, the “Collateral Agent”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 31st, 2020 • Sotherly Hotels Lp • Hotels & motels • New York
THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated effective as of December 31, 2020, by and among Sotherly Hotels LP, a Delaware limited partnership (the “Company”), Sotherly Hotels Inc., a Maryland corporation operating as a real estate investment trust (the “Guarantor”; the Guarantor and the Company being herein sometimes collectively referred to as the “Obligors”), each investor identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”), and KWHP SOHO, LLC, a Delaware limited liability company, as collateral agent (in such capacity, the “Collateral Agent”).
