Agreement, Waiver and Consent by Preferred Stockholders



 Exhibit 10.41 
 AGREEMENT, WAIVER AND CONSENT BY PREFERRED STOCKHOLDERS 
 This Agreement,
Waiver and Consent by Preferred Stockholders (the “Agreement, Waiver and Consent”) is entered into as of June 15, 2012 among Essex Illiquid, LLC, a Delaware limited liability company (“Essex Illiquid”),
Richmond Hill Capital Partners, LP, a Delaware limited Partnership (“Richmond Hill”, and together with Essex Illiquid, the “Preferred Stockholders”), and MHI Hospitality Corporation, a Maryland corporation (the
“Corporation”). Capitalized terms used in this Agreement, Waiver and Consent but not otherwise defined herein have the respective meanings ascribed thereto in the Articles Supplementary for Series A Cumulative Redeemable Preferred
Stock, executed by the Corporation on April 18, 2011 (the “Articles Supplementary”). 
 WHEREAS, MHI
Hospitality Corporation, a Maryland corporation (the “Corporation”), is the issuer of Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), issued pursuant to
the Articles Supplementary; 
 WHEREAS, pursuant to Section 6(b) of the Articles Supplementary, the Corporation has elected
to redeem, on June 18, 2012 (the “Redemption Date”), 11,513.602 shares of the Series A Preferred Stock (the “Redemption Shares”), such transaction to be referred to herein as the “Redemption”;

 WHEREAS, the Preferred Stockholders are collectively the holders of record of all of the outstanding shares of Series A
Preferred Stock as of the date hereof, and have agreed to provide the representations, warranties, covenants and waivers herein set forth with respect to the Redemption; and 
 WHEREAS, in connection with the contemplated Redemption, the Company has agreed to use its good faith best efforts to provide the Preferred Stockholders a limited and conditional waiver of certain capital
ownership restrictions applicable to the Preferred Stockholders; 
 NOW, THEREFORE, in consideration of the premises contained
herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 1. All Redemption Shares are to be redeemed on the Redemption Date; provided, however, that the Company shall be under no obligation to proceed with the Redemption except to the extent funds
are legally available therefor in accordance with the Maryland General Corporation Law. Set forth in the table below, with respect to each of the Preferred Stockholders as of the date hereof, are (i) the number of shares of Series A Preferred
Stock held by such Preferred Stockholder prior to the Redemption, (ii) the number of Redemption Shares held by such Preferred Stockholder to be redeemed on the Redemption Date and (iii) the number of shares of Series A Preferred Stock to
be held by such Preferred Stockholder immediately after giving effect to the Redemption. 

  
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	 Stockholder of Record
	  	Number of Shares 
of
Series A Preferred
Stock Held Prior
to
Redemption	 	  	Number of Redemption
Shares to
be Redeemed
on the Redemption Date	 	  	Number of Shares 
of
Series A Preferred
Stock Held Immediately
After the Redemption
(excluding accrued
but
unpaid Stock Dividends)	 
				
	 Essex Illiquid
	  	 	23,441.710	  	  	 	10,592.514	  	  	 	12,849.196	  
				
	 Richmond Hill
	  	 	2,038.408	  	  	 	921.088	  	  	 	1,117.320	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 TOTAL
	  	 	25,480.118	  	  	 	11,513.602	  	  	 	13,966.516	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 

 2. The per-share redemption price payable with respect to each of the Redemption Shares (the
“Redemption Price”) will be $1,067.89 (which figure includes a premium offered by the Corporation as an inducement to the Preferred Stockholders to enter into this Agreement, Waiver and Consent), and the aggregate Redemption Price
for all Redemption Shares (including the aforementioned premium) will be $12,295,234.24. Accrued and unpaid dividends in respect of the Redemption Shares will become due and payable, if Cash Dividends, on the Redemption Date, and if Stock Dividends,
on the next payment date provided therefor in the Articles Supplementary, in addition to the aggregate Redemption Price in accordance with Schedule II hereto. 
 3. On the Redemption Date, dividends on the Redemption Shares will cease to accrue, all accrued and unpaid dividends with respect to the Redemption Shares will be paid as defined by the Articles
Supplementary, the Redemption Shares will no longer be deemed to be outstanding, and all powers, designations, preferences and other rights of each holder thereof (except the right to receive the Redemption Price and accrued dividends through the
Redemption Date) shall cease and terminate with respect to such shares; provided, however, that in the event that a Redemption Share is not redeemed due to a default in payment by the Corporation or because the Corporation is otherwise
unable to pay the Redemption Price in cash in full, (i) such Redemption Share will remain outstanding and will be entitled to all of the powers, designations, preferences and other rights (including without limitation the accrual and payment of
dividends) as provided in the Articles Supplementary and (ii) notwithstanding anything to the contrary in this Agreement, Waiver and Consent, from and after the date hereof, the Corporation shall retain all rights held by the Corporation under
the Articles Supplementary with respect to such Redemption Shares, including without limitation the right to redeem, at its option and election, any outstanding shares of Series A Preferred Stock in the manner provided in the Articles Supplementary.


  
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 4. The Redemption Price payable to such Preferred Stockholder in exchange for the Redemption
Shares held by such Preferred Stockholder shall be paid by wire transfer to the respective accounts identified for each Preferred Stockholder on Schedule I hereto. On or before the Redemption Date, each Preferred Stockholder shall
deliver to the Corporation a certificate representing the Redemption Shares held by such Preferred Stockholder, duly endorsed (or accompanied by duly executed stock powers). Delivery of share certificates representing Redemption Shares to an address
other than to the Corporation at 410 West Francis Street, Williamsburg, VA 23185 will not constitute a valid delivery. 
 5.
Each Preferred Stockholder shall, upon request by the Corporation, execute and deliver any additional documents deemed by the Corporation (or its successor) to be necessary or desirable to complete the surrender of the certificate representing the
Redemption Shares. 
 6. Each Preferred Stockholder: 
 (a) represents and warrants to the Corporation, solely on behalf of itself, that such Preferred Stockholder is, and will on the Redemption Date be, prior to giving effect to the Redemption, the record and
beneficial owner of that number of shares of Series A Preferred Stock indicated in the relevant column of the table set forth in Section 1 hereof; in each case, free and clear of any liens, claims, encumbrances, security interests, options,
charges or restrictions of any kind (collectively, “Encumbrances”), and, on the Redemption Date, such Preferred Stockholder shall deliver to the Corporation good and valid title to the Redemption Shares held by such Preferred
Stockholder, free and clear of any Encumbrances; 
 (b) to the extent (and in each case only to the extent) required to effect
the Redemption, hereby waives the provisions of Section 6(b) of the Articles Supplementary that would entitle such Preferred Stockholder to receive, in addition to the Redemption Price, the amount of the Make Whole in respect of the Redemption
Shares, and any and all other provisions of the Articles Supplementary that would require the Redemption Price to be greater than that set forth in Section 2 hereof; 
 (c) agrees that payment by the Corporation of (i) the aggregate Redemption Price and (ii) any and all accrued and unpaid dividends with respect to the Redemption Shares as of the Redemption Date
as set forth in this Agreement, Waiver and Consent will constitute full and exclusive consideration and satisfaction for the redemption of the Redemption Shares; and 
 (d) to the extent (and in each case only to the extent) required to effect the Redemption, hereby waives the provisions of Section 6(c) of the Articles Supplementary that would require no less than
thirty (30) days notice prior to the Redemption Date for the Redemption, and each Preferred Stockholder hereby acknowledges its timely receipt of such prior notice and the validity of such notice. 

  
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 7. The Company undertakes to use its good faith best efforts to provide the Preferred
Stockholders an accommodation whereby certain limitations on the Preferred Stockholders’ ability to hold additional capital stock in the Company would be waived in part to permit the Preferred Stockholders to acquire in open market purchases up
to the aggregate of the lesser of 500,000 shares or 5% of the issued and outstanding Common Stock of the Company, subject to (i) the approval of the Company’s Board of Directors and (ii) the parties’ agreement on reasonable
written terms, conditions and restrictions to ensure the Company’s continued compliance with legal and regulatory requirements for the Company to continue to operate as a real estate investment trust for U.S. federal income tax purposes
notwithstanding the prospective acquisition by the Preferred Stockholders of shares of Common Stock. 
 8. Except as expressly
waived hereby with respect to the Redemption, the Articles Supplementary shall continue to be, and shall remain, in full force and effect in accordance with the provisions thereof. To the extent the Redemption Date with respect to the Redemption
does not occur on or before July 31, 2012, the waivers contained in this Agreement, Waiver and Consent shall terminate in their entirety and the Articles Supplementary shall continue in full force and effect in accordance with the provisions
thereof. 
 [Signature page follows.] 

  
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 IN WITNESS WHEREOF, the Preferred Stockholders and the Corporation have
executed this Agreement, Waiver and Consent as of the 15th
day of June, 2012. 
  

									
	ESSEX ILLIQUID, LLC	 		 	RICHMOND HILL CAPITAL PARTNERS, LP
					
	By:	 	Richmond Hill Investments, LLC,	 		 	By:	 	Richmond Hill Investment Co., LP,
		 	the Investment Manager	 		 		 	the Investment Manager
					
	By:	 	 /s/ Ryan P. Taylor
	 		 	By:	 	 /s/ Ryan P. Taylor

		 	Ryan P. Taylor	 		 		 	Ryan P. Taylor
		 	Authorized Signatory	 		 		 	Authorized Signatory
				
	MHI HOSPITALITY CORPORATION	 		 		 	
					
	By:	 	 /s/ David R. Folsom
	 		 		 	
		 	David R. Folsom	 		 		 	
		 	President and Chief Operating Officer	 		 		 	

 [SIGNATURE PAGE TO AGREEMENT,
WAIVER AND CONSENT BY PREFERRED STOCKHOLDERS] 







 SCHEDULE I 
 Preferred Shareholder Bank Account Data 
 RICHMOND HILL CAPITAL PARTNERS LP

 State Street 
 ABA: 011000028

 Acct Number: DDA# 10032720 
 Acct
Name: Richmond Hill 
 Ref: RICHMOND HILL CAPITAL PARTNERS LP/ RMH1 / DDA# 10032720 
 ESSEX ILLIQUID, LLC 
 JPMorgan Chase Bank, N.A. 

ABA: 021000021 
 Account Number: 3227530000

 Account Name: Essex Illiquid-2011 







 SCHEDULE II 
 Preferred Stock Redemption Spreadsheet 
 [see attached]