MOODY NATIONAL REIT I, INC. POS EX


 


 


Exhibit 4.1


 


MOODY NATIONAL REIT I, INC.

AMENDED AND RESTATED DISTRIBUTION REINVESTMENT PLAN


Effective as of
May 1, 2016


 


This AMENDED AND RESTATED DISTRIBUTION REINVESTMENT PLAN (“Plan”)
is adopted by Moody National REIT I, Inc., a Maryland corporation (the “Company”), pursuant to its charter (the “Charter”).
Unless otherwise defined herein, capitalized terms shall have the same meaning as set forth in the Charter.


 


1. Distribution Reinvestment. As agent for the stockholders
(“Stockholders”) of the Company who (i) purchase shares of the Company’s common stock (“Shares”)
pursuant to the Company’s initial public offering (the “Initial Offering”), or (ii) purchase Shares pursuant
to any future offering of the Company (“Future Offering”), and who elect to participate in the Plan (the “Participants”),
the Company will apply all distributions declared and paid in respect of the Shares held by each Participant (the “Distributions”),
including Distributions paid with respect to any full or fractional Shares acquired under the Plan, to the purchase of Shares for
such Participants directly, if permitted under state securities laws and, if not, through the Dealer Manager or Soliciting Dealers
registered in the Participant’s state of residence.


 


2. Effective Date. The effective date of this Plan
shall be May 1, 2016.


 


3. Procedure for Participation. Any Stockholder who
has received a Prospectus, as contained in the Company’s registration statement filed with the Securities and Exchange Commission
(the “SEC”), may elect to become a Participant by completing and executing the subscription agreement, an enrollment
form or any other appropriate authorization form as may be available from the Company, the Dealer Manager or Soliciting Dealer.
Participation in the Plan will begin with the next Distribution payable after acceptance of a Participant’s subscription,
enrollment or authorization. Shares will be purchased under the Plan on the date that Distributions are paid by the Company. The
Company intends to make Distributions on a monthly basis. Each Participant agrees that if, at any time prior to the listing of
the Shares on a national stock exchange, such Participant fails to meet the minimum income and net worth standards as stated in
the subscription agreement for making an investment in the Company or cannot make the other representations or warranties set forth
in the subscription agreement, such Participant will promptly so notify the Company in writing.


 


4. Purchase of Shares. Participants will acquire Shares
from the Company under the Plan (the “Plan Shares”) at a price of $10.21 per Share (the “Purchase Price”).
Distributions that accrue during April 2016 will be reinvested pursuant to the DRIP at the Purchase Price when such distributions
are paid in May 2016. Participants may acquire Plan Shares at the Purchase Price until the earliest of (i) the Board of Directors
of the Company decides to change the Purchase Price, (ii) all the Plan Shares registered in the Initial Offering or any Future
Offering are issued, (iii) the Initial Offering and any Future Offering of Plan Shares terminate and the Company elects to deregister
with the SEC the unsold Plan Shares, or (iv) there is more than a de minimis amount of trading in the Shares, at which time any
registered Plan Shares then available under the Plan will be sold at a price equal to the fair market value of the Shares, as determined
by the Company’s Board of Directors by reference to the applicable sales price with respect to the most recent trades occurring
on or prior to the relevant Distribution date. Participants in the Plan may also purchase fractional Shares so that 100% of the
Distributions will be used to acquire Shares. However, a Participant will not be able to acquire Plan Shares to the extent that
any such purchase would cause such Participant to exceed the Aggregate Share Ownership Limit or the Common Share Ownership Limit
as set forth in the Charter or otherwise would cause a violation of the Share ownership restrictions set forth in the Charter.


 


Shares to be distributed by the Company in connection with the Plan
may (but are not required to) be supplied from: (a) the Plan Shares which will be registered with the SEC in connection with the
Company’s Initial Offering, (b) Shares to be registered with the SEC in a Future Offering for use in the Plan (a “Future
Registration”), or (c) Shares purchased by the Company for the Plan in a secondary market (if available) or on a stock exchange
(if listed) (collectively, the “Secondary Market”).


 


Shares purchased in any Secondary Market will be purchased at the
then-prevailing market price, which price will be utilized for purposes of issuing Shares in the Plan. Shares acquired by the Company
in any Secondary Market or registered in a Future Registration for use in the Plan may be at prices lower or higher than the Share
price which will be paid for the Plan Shares pursuant to the Initial Offering.


 


If the Company acquires Shares in any Secondary Market for use
in the Plan, the Company shall use its reasonable efforts to acquire Shares at the lowest price then reasonably available. However,
the Company does not in any respect guarantee or warrant that the Shares so acquired and purchased by the Participant in the Plan
will be at the lowest possible price. Further, irrespective of the Company’s ability to acquire Shares in any Secondary
Market or to make a Future Offering for Shares to be used in the Plan, the Company is in no way obligated to do either, in its
sole discretion.


 






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5. Taxes. IT IS UNDERSTOOD THAT REINVESTMENT OF DISTRIBUTIONS
DOES NOT RELIEVE A PARTICIPANT OF ANY INCOME TAX LIABILITY WHICH MAY BE PAYABLE ON THE DISTRIBUTIONS.


 


6. Share Certificates. The ownership of the Shares
purchased through the Plan will be in book-entry form unless and until the Company issues certificates for its outstanding common
stock.


 


7. Reports. Within 90 days after the end of the Company’s
fiscal year, the Company shall provide each Stockholder with an individualized report on such Stockholder’s investment, including
the purchase date(s), purchase price and number of Shares owned, as well as the dates of Distributions and amounts of Distributions
paid during the prior fiscal year. In addition, the Company shall provide to each Participant an individualized quarterly report
at the time of each Distribution payment showing the number of Shares owned prior to the current Distribution, the amount of the
current Distribution and the number of Shares owned after the current Distribution.


 


8. Termination by Participant. A Participant may terminate
participation in the Plan at any time, without penalty, by delivering to the Company a written notice. Prior to the listing of
the Shares on a national stock exchange, any transfer of Shares by a Participant to a non-Participant will terminate participation
in the Plan with respect to the transferred Shares. If a Participant terminates Plan participation, the Company will ensure that
the terminating Participant’s account will reflect the whole number of shares in such Participant’s account and provide
a check for the cash value of any fractional share in such account. Upon termination of Plan participation for any reason, Distributions
will be distributed to the Stockholder in cash.


 


9. Amendment or Termination of Plan by the Company. The
Board of Directors of the Company may by majority vote (including a majority of the Independent Directors) amend or terminate the
Plan for any reason upon 10 days’ written notice to the Participants.


 


10. Liability of the Company. The Company shall not
be liable for any act done in good faith, or for any good faith omission to act, including, without limitation, any claims or liability
(i) arising out of failure to terminate a Participant’s account upon such Participant’s death prior to receipt of notice
in writing of such death; or (ii) with respect to the time and the prices at which Shares are purchased or sold for a Participant’s
account. To the extent that indemnification may apply to liabilities arising under the Securities Act of 1933, as amended, or the
securities laws of a particular state, the Company has been advised that, in the opinion of the SEC and certain state securities
commissioners, such indemnification is contrary to public policy and, therefore, unenforceable.


 




 


 



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