EX-4.5



 Exhibit 4.5 

AMENDMENT NO. 3 TO WARRANT 

To Purchase Common Stock of 

Sotherly Hotels Inc. 
 THIS
AMENDMENT NO. 3 (this “Amendment”) to the Warrant dated as of April 18, 2011 (as amended by an Amendment to Warrant dated as of December 21, 2011 and by an Amendment No. 2 to Warrant dated as of July 10,
2012 (“Amendment No. 2”), the “Warrant”) issued by Sotherly Hotels Inc., a Maryland corporation formerly known as MHI Hospitality Corporation (the “Company”), to Essex Illiquid, LLC and
Richmond Hill Capital Partners, LP as the Initial Holders identified on Schedule 1 to the Warrant, is made and entered into by the Company, and agreed and acknowledged by such Initial Holders, as of October 23, 2013 (the “Amendment
Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Warrant. 
 WHEREAS, the
Company and the Initial Holders desire, for their mutual convenience and benefit, to amend further the Warrant on the terms and subject to the conditions set forth in this Amendment. 

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 
 1. Article I of the Warrant is hereby
amended: 
  

	 	(a)	by restating the definition of “Company” therein in its entirety as follows: 


“‘Company’ means Sotherly Hotels Inc., a Maryland corporation, and any successor corporation.” 

 

	 	(b)	by restating the definition of “Warrant” therein in its entirety as follows: 


“‘Warrant’ means the warrant dated as of the Closing Date issued to the Initial Holders, as amended as of
December 21, 2011, as of July 10, 2012 and as of October 23, 2013, and as further amended or restated from time to time, and all warrants issued upon the partial exercise, transfer or division of or in substitution for any
Warrant.” 
 2. Section 3.2 of the Warrant is hereby amended by deleting and restating the first sentence thereof as follows: 

“The Initial Holders may not offer, sell, assign, hypothecate, pledge or otherwise transfer this Warrant during the period ending on
April 18, 2015 (the ‘Holding Period’) without the prior written consent of the Company, which consent may be granted or withheld in its sole and absolute discretion; provided, that for the avoidance of doubt, such
restriction shall not apply to the offer, sale, assignment, 







 
hypothecation, pledge or transfer of any Common Stock received by any Initial Holder upon the exercise of this Warrant during the Holding Period, subject to, in each case, applicable securities
laws.” 
 3. Section 7.7 of the Warrant is hereby deleted and shall be of no further force or effect. 

4. Schedule 1 to the Warrant is hereby deleted and replaced in its entirety by Schedule 1 to this Amendment. 

5. This Amendment shall be deemed to be incorporated into the Warrant and made a part thereof. All references to the Warrant in any other
document shall be deemed to be references to the Warrant as modified by this Amendment. Except as specifically amended or modified herein, the Warrant shall continue in full force and effect and shall be enforceable in accordance with each of the
terms thereof. To the extent that the terms of this Amendment conflict with the terms of the Warrant, the terms of this Amendment shall be deemed to govern. 

6. This Amendment may be executed simultaneously in one or more counterparts, and by different parties hereto in separate counterparts, each
of which when executed will be deemed an original, but all of which taken together will constitute one and the same instrument. 
 7. This
Amendment will be governed by, and construed in accordance with, the laws of the state of New York applicable to contracts executed in and to be performed entirely within such jurisdiction, without reference to conflicts of laws provisions. 

8. This Amendment may not be amended, modified or waived except by an instrument in writing signed on behalf of each of the parties hereto.

 [Signature page follows.] 

  
 2 








 IN WITNESS WHEREOF, the Company, intending to be legally bound, has executed this Amendment
effective as of the Amendment Date. 
  

					
	SOTHERLY HOTELS INC.
		
	By:	 	 /s/ David R. Folsom

		 	Name:	 	David R. Folsom
		 	Title:	 	President and Chief Operating Officer


 Attest: 
  

			
	 /s/ Robert E. Kirkland IV

	Name:	 	Robert E. Kirkland IV
	Title:	 	Compliance Officer
	
	AGREED AND ACKNOWLEDGED BY THE INITIAL HOLDERS

  

					
	ESSEX ILLIQUID, LLC
		
	By:	 	Richmond Hill Investments, LLC,
		 	its Investment Manager
		
	By:	 	 /s/ Ryan P. Taylor

		 	Name:	 	Ryan P. Taylor
		 	Title:	 	Managing Director and Authorized Signatory
	
	RICHMOND HILL CAPITAL PARTNERS, LP
		
	By:	 	Richmond Hill Investment Co., LP,
		 	its Investment Manager
		
	By:	 	 /s/ Ryan P. Taylor

		 	Name:	 	Ryan P. Taylor
		 	Title:	 	Authorized Signatory


 SIGNATURE PAGE TO AMENDMENT
NO. 3 TO WARRANT 







 Schedule 1 

INITIAL HOLDERS 
  

					
	 Initial Holder
	  	Number of Shares	 
	 Essex Illiquid, LLC
	  	 	920,000	  
	 Richmond Hill Capital Partners, LP
	  	 	80,000	  
		  	  
	  
	 
	 Total
	  	 	1,000,000