AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL HOSPITALITY OPERATING PARTNERSHIP, L.P. Dated as of January 7, 2014Limited Partnership Agreement • April 7th, 2014 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL HOSPITALITY OPERATING PARTNERSHIP, L.P. (this “Agreement”) dated as of January 7, 2014, is entered into among AMERICAN REALTY CAPITAL HOSPITALITY TRUST, INC., a Maryland corporation, as general partner (the “General Partner”), and AMERICAN REALTY CAPITAL HOSPITALITY ADVISORS, LLC, a Delaware limited liability company, as Limited Partner (the “Initial Limited Partner”), and the Limited Partners party hereto from time to time.
AMERICAN REALTY CAPITAL HOSPITALITY TRUST, INC. UP TO 101,052,631 SHARES OF COMMON STOCK EXCLUSIVE DEALER MANAGER AGREEMENT January 7, 2014Exclusive Dealer Manager Agreement • April 7th, 2014 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts • New York
American Realty Capital Hospitality Trust, Inc. (the “Company”) is a Maryland corporation that intends to qualify to be taxed as a real estate investment trust (a “REIT”) for federal income tax purposes beginning with the taxable year ending December 31, 2014, or the first year during which the Company begins material operations. The Company proposes to offer (a) up to 80,000,000 shares (the “Primary Shares”) of its common stock, $0.01 par value per share (“Common Stock”), in the primary offering (the “Primary Offering”), and (b) up to 21,052,631 shares of its Common Stock (the “DRP Shares” and, together with the Primary Shares, the “Shares”), for issuance through the Company’s distribution reinvestment plan (the “DRP” and together with the Primary Offering, the “Offering”) (subject to the right of the Company to reallocate such Shares between the Primary Shares and the DRP Shares), all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Sectio
ADVISORY AGREEMENT BY AND AMONG AMERICAN REALTY CAPITAL HOSPITALITY TRUST, INC., AMERICAN REALTY CAPITAL HOSPITALITY OPERATING PARTNERSHIP, L.P., AND AMERICAN REALTY CAPITAL HOSPITALITY ADVISORS, LLC Dated as of January 7, 2014Advisory Agreement • April 7th, 2014 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts • New York
THIS ADVISORY AGREEMENT (this “Agreement”) dated as of January 7, 2014, is entered into among American Realty Capital Hospitality Trust, Inc., a Maryland corporation (the “Company”), American Realty Capital Hospitality Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and American Realty Capital Hospitality Advisors, LLC, a Delaware limited liability company.
MANAGEMENT AGREEMENTManagement Agreement • April 7th, 2014 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts
This Management Agreement (“Agreement”) is made effective as of the 27th day of January, 2014 (“Effective Date”) by and between ARC HOSPITALITY TRS STATFORD, LLC, a Delaware limited liability company, with an address at 405 Park Avenue, New York, New York 10022 (“TRS”), and AMERICAN REALTY CAPITAL HOSPITALITY PROPERTIES, LLC, a Delaware limited liability company, with an address at 405 Park Avenue, New York, New York 10022 (“Management Company”).
SUB-MANAGEMENT AGREEMENTSub-Management Agreement • April 7th, 2014 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts
This SUB-MANAGEMENT AGREEMENT (“Agreement”) is made effective as of the 27th day of January, 2014 (“Effective Date”) by and between AMERICAN REALTY CAPITAL HOSPITALITY PROPERTIES, LLC, a Delaware limited liability company, with an address at 405 Park Avenue, New York, New York 10022 (“Manager”), and CRESTLINE HOTELS & RESORTS, LLC, a Delaware limited liability company, with its principal place of business at 3950 University Drive, Suite 301, Fairfax, Virginia 22030 (“Sub-Manager”).
AMENDED AND RESTATED SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • April 7th, 2014 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED SUBSCRIPTION ESCROW AGREEMENT dated as of January 29, 2014 (this “Agreement”), is entered into among Realty Capital Securities, LLC (the “Dealer Manager”), American Realty Capital Hospitality Trust, Inc. (the “Company”) and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).
LEASE AGREEMENT DATED AS OF MARCH 13, 2014 BETWEEN ARC Hospitality GA Tech, LLC, A Delaware limited liability company AS LESSOR AND ARC Hospitality TRS GA Tech, LLC, A Delaware limited liability company AS LESSEE LEASE AGREEMENTLease Agreement • April 7th, 2014 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts
COURTYARD BY MARRIOTT HOTEL RELICENSING FRANCHISE AGREEMENT BETWEEN MARRIOTT INTERNATIONAL, INC. AND ARC HOSPITALITY TRS PROVIDENCE, LLC Location: 32 Exchange Terrace at Memorial Blvd, Providence, RI 02903 Dated as of: March 21, 2014Franchise Agreement • April 7th, 2014 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts • Maryland
This Courtyard by Marriott Hotel Relicensing Franchise Agreement is effective as of the 21st day of March, 2014 (“Effective Date”) by Marriott International, Inc., a Delaware corporation, and ARC Hospitality TRS Providence, LLC, a Delaware limited liability company (“Franchisee”).
AGREEMENT OF PURCHASE AND SALE BY AND BETWEEN barcelÓ CRESTLINE CORPORATION aS “sELLER,” AND ARC HOSPITALITY TRS HOLDING, LLC A DELAWARE LIMITED LIABILITY COMPANY, As “PuRCHASER” January 30, 2014Purchase and Sale Agreement • April 7th, 2014 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts • New York
THIS AGREEMENT OF PURCHASE AND SALE (this “Agreement”) is made as of January 30, 2014 (“Contract Date”), between (i) ARC Hospitality TRS Holding, LLC, a Delaware limited liability company (“Purchaser”), and Barceló Crestline Corporation, a Maryland corporation (“Seller”).
AGREEMENT OF PURCHASE AND SALE BY AND BETWEEN hfp hOTEL OWNER II, LLC, csb stratford, llc, cc technology square, llc collectively aS “sELLER,” ANDPurchase and Sale Agreement • April 7th, 2014 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts • New York
THIS AGREEMENT OF PURCHASE AND SALE (this “Agreement”) is made as of January 30th, 2014 (“Contract Date”), between (i) ARC Hospitality Baltimore LLC, ARC Hospitality Providence LLC, ARC Hospitality Stratford LLC, and ARC Hospitality TRS GA Tech LLC, each a Delaware limited liability company (collectively, “Purchaser”), and (ii) HFP Hotel Owner II, LLC, a Delaware limited liability company (“HFP Seller”), CSB Stratford, LLC, a Delaware limited liability company (“CSB Seller”), and CC Technology Square, LLC, a Delaware limited liability company (“CC Technology Seller” and together with HFP Seller and CSB Seller individually and collectively, “Seller”).
SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALEAgreement for Purchase and Sale • April 7th, 2014 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts • New York
THIS SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE (this “Second Amendment”), is made as of March 21, 2014, by and among, (i) ARC Hospitality Baltimore, LLC, ARC Hospitality Providence, LLC, ARC Hospitality Stratford, LLC, and ARC Hospitality GA Tech, LLC, each a Delaware limited liability company (collectively, “Purchaser”), and (ii) HFP Hotel Owner II, LLC, a Delaware limited liability company (“HFP Seller”), CSB Stratford; LLC, a Delaware limited liability company (“CSB Seller”), and CC Technology Square, LLC; a Delaware limited liability company (“CC Technology Seller” and together with HFP Seller and CSB Seller individually and collectively, “Seller”).
FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALEAgreement for Purchase and Sale • April 7th, 2014 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts • New York
THIS FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE (this “Amendment”), is made as of March 11, 2014, by and between ARC Hospitality TRS Holding, LLC, a Delaware limited liability company (“Purchaser”), and Barceló Crestline Corporation, a Maryland corporation (“Seller”).
FRANCHISE AGREEMENTFranchise Agreement • April 7th, 2014 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts • New York
This Franchise Agreement between Homewood Suites Franchise LLC ("we," "us," "our" or "Franchisor") and the Franchisee ("you," "your" or "Franchisee") set forth in the Addendum attached to this Agreement, is dated as of the Effective Date. We and you may collectively be referred to as the "Parties."
FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALEAgreement for Purchase and Sale • April 7th, 2014 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts • New York
THIS FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE (this “Amendment”), is made as of March 11, 2014, by and among, (i) ARC Hospitality Baltimore, LLC, ARC Hospitality Providence, LLC, ARC Hospitality Stratford, LLC, and ARC Hospitality GA Tech, LLC, each a Delaware limited liability company (collectively, “Purchaser”), and (ii) HFP Hotel Owner II, LLC, a Delaware limited liability company (“HFP Seller”), CSB Stratford, LLC, a Delaware limited liability company (“CSB Seller”), and CC Technology Square, LLC, a Delaware limited liability company (“CC Technology Seller” and together with HFP Seller and CSB Seller individually and collectively, “Seller”).
PROMISSORY NOTEPromissory Note • April 7th, 2014 • American Realty Capital Hospitality Trust, Inc. • Real estate investment trusts • New York
This Promissory Note (this “Note”) is made and executed as of the date set forth above by AMERICAN REALITY CAPITAL HOSPITALITY OPERATING PARTNERSHIP L.P., a Delaware limited partnership (the “Borrower”) for the benefit of CRESTLINE HOTELS & RESORTS, LLC., a Delaware limited liability company (“Lender”). For value received, Borrower promises and agrees to pay to the order of Lender, at 3950 University Drive, Suite 301, Fairfax, Virginia 22030, or at such other place as Lender may designate in writing, the principal sum of One Million Seven Hundred and Seventy-Five Thousand Dollars ($1,775,000), together with interest thereon from the date hereof, until paid in full, at the rate of Four and One Half percent (4.5%) per annum.
