exv10w1






Exhibit 10.1




 





ESCROW AGREEMENT




between



REUNION HOSPITALITY TRUST, INC.



and



THE BANK OF NEW YORK MELLON



Dated as of                     , 2010



 





	 	 	 

	ACCOUNT NUMBER(S)

	 	 
	 

	 	 
	 
	 	 
	SHORT TITLE OF ACCOUNT

	 	 
	 

	 	 





 





 









 





ESCROW AGREEMENT made this                      day of                     , 2010, by and between THE BANK OF
NEW YORK MELLON, a national banking association (“Escrow Agent”) and Reunion Hospitality Trust,
Inc., a Maryland corporation (“Depositor”) (this Escrow Agreement, the “Agreement”).




     Depositor and Escrow Agent hereby agree that, in consideration of the mutual promises and
covenants contained herein, Escrow Agent shall hold in escrow and shall distribute Escrow Property
(as defined herein) in accordance with and subject to the following Instructions and Terms and
Conditions:



ARTICLE I




INSTRUCTIONS



1. Escrow Property




     The funds to be deposited with Escrow Agent by Depositor shall be ninety-eight percent (98%)
of the Net Proceeds (as defined below) from the initial public offering and concurrent private
placement of Depositor’s common stock, par value $0.001 per share (together, the “Offerings”). The
“Net Proceeds” shall equal the gross proceeds from the Offerings, less (x) the
underwriters’ discounts and commissions related to the initial public offering and (y) Depositor’s
organizational expenses and the expenses related to the Offerings. Such funds (ninety-eight
percent (98%) of the Net Proceeds) are referred to herein as the “Initial Escrow Deposit.” The
total funds in the escrow account (the “Escrow Account”) from time to time, consisting of the
Initial Escrow Deposit or the amount equal to (x) the Initial Escrow Deposit less (y)
distributions of the Initial Escrow Deposit in accordance with Article I, Section 3, are referred
to herein as the “Escrow Property.”



2. Investment of the Escrow Property




     Escrow Agent shall maintain the Escrow Property in short-term United States government
securities, including Treasury bills and securities issued or guaranteed by United States
government agencies. Upon receipt of a certificate executed by a duly authorized officer of
Depositor, Escrow Agent shall invest the Escrow Property in accordance with the instructions set
forth on such certificate from time to time.



     Escrow Agent shall have no liability for any loss arising from or related to any such
investment other than in accordance with Article II, Section 4.



3. Distribution of the Escrow Property




     Escrow Agent is directed to hold and distribute the Escrow Property in the following manner:




	 	(a)	 	Upon receipt of (i) a certified copy of the resolutions of Depositor’s board of
directors approving and authorizing the disbursement of Escrow Property in connection
with an investment in the hospitality or related industries (a “Permitted Investment”)
and (ii) a certificate executed by a duly authorized officer of Depositor, in
substantially the form attached hereto as Exhibit A, (A) instructing Escrow
Agent to disburse a portion of the Escrow Property equal to (x) the purchase price of
such Permitted Investment, plus (y) two percent (2%) of the PI Transaction
Value (as defined in the Depositor’s registration statement on Form S-11 (File No.
333-165622)) of such Permitted Investment for general




 









 






	 	 	 	working capital purposes (the “Working Capital Release”), plus (z) such
amount necessary to cover transaction expenses, including, but not limited to,
closing costs, capital expenditures, pursuit costs, escrows, future commitments or
reserves, in connection with such Permitted Investment, and (B) certifying that such
portion of the Escrow Property, less the Working Capital Release, will be used
solely in connection with such Permitted Investment (“Permitted Investment
Certificate”), Escrow Agent shall disburse such specified portion of Escrow Property
to Depositor. For the avoidance of any doubt, Escrow Agent is not responsible for
independently verifying that the specified amount set forth in any Permitted
Investment Certificate equals the sum of the amounts set forth in the preceding
sentence.






	 	(b)	 	Upon receipt of a certificate executed by a duly authorized officer of
Depositor, in substantially the form attached hereto as Exhibit B, (i)
instructing Escrow Agent to disburse a specified amount of Escrow Property to pay for
any deposits required in connection with any Permitted Investment(s) and (ii)
certifying that such Escrow Property will be used solely in connection with such
deposits, Escrow Agent shall disburse such specified amount to Depositor.






	 	(c)	 	Upon receipt of a certificate executed by a duly authorized officer of
Depositor, in substantially the form attached hereto as Exhibit C, (i)
instructing Escrow Agent to disburse a specified amount of Escrow Property necessary to
permit Depositor to timely distribute to its stockholders an amount sufficient to
eliminate U.S. federal income and excise taxes that otherwise would be imposed on
Depositor and in order to maintain Depositor’s REIT qualification or, to pay expenses
and fees associated with Depositor’s REIT qualification or to pay any applicable taxes
and (ii) certifying that such Escrow Property will be used solely in connection with
such REIT-qualification related distributions, expenses, fees or taxes, Escrow Agent
shall disburse such specified amount to Depositor.






	 	(d)	 	Not later than ten (10) days following the end of each quarter, Escrow Agent
shall make quarterly disbursements of net interest income (“Interest Disbursements”) up
to the full amount of interest earned by the Escrow Property to Depositor. Such
quarterly disbursements shall be made not later than ten (10) days following the end of
each quarter. For the avoidance of doubt, no certificate or any other documentation
from Depositor shall be necessary prior to Escrow Agent making Interest Disbursements.






	 	(e)	 	Upon receipt within 13 months from the closing of the Offerings (the “Escrow
Release Date”) of (A) a certificate executed by a duly authorized officer of Depositor,
in substantially the form attached hereto as Exhibit D, (i) certifying that the
PI Transaction Value of the aggregate of Permitted Investments has exceeded
seventy-five percent (75%) of the Initial Escrow Deposit (the “Capital Deployment
Hurdle”) prior to the date that is 12 months from the closing of the Offerings, and
(ii) instructing Escrow Agent to disburse all Escrow Property, including any accrued
but undisbursed interest, and (B) a certified copy of the resolutions or minutes of the
Depositor’s board of directors stating that the Capital Deployment Hurdle has been
satisfied within such 12 month period, Escrow Agent shall release all Escrow Property
to Depositor.






	 	(f)	 	To the extent the documents referenced in clause (e) above are not received
prior to the Escrow Release Date, Escrow Agent shall release all Escrow Property,
including any accrued but undisbursed interest, to The Bank of New York Mellon, as
transfer agent and paying agent (“Paying Agent”), and Paying Agent shall




 









 






	 	 	 	transmit any accrued but unpaid interest to Depositor and all other funds to
Depositor’s stockholders of record holding stock purchased in the Offerings as of
the 12-month deadline pro rata in proportion to their share ownership as of such
12-month deadline.






	 	(g)	 	Unless otherwise specified in any certificate sent by Depositor to Escrow Agent
pursuant to this Section 3, upon actual receipt by Escrow Agent of any such
certificate, Escrow Agent shall promptly distribute the total amount of Escrow Property
specified in such certificate by wire transfer to                                         . For the
avoidance of doubt, the Escrow Agent shall not be responsible for independently
verifying the amount specified in any certificate received under this Section 3.





4. Notices




     Notices, certifications, instructions and other communications shall be given to the parties
at the addresses set forth below:




	 	 	 	If to Escrow Agent, to
	 
	 	 	 	Corporate Trust Administration

101 Barclay Street-Floor 8W

New York, New York 10286

Attn.: Insurance Trust and Escrow Group, Matthew Louis

Facsimile: (212) 815-5877

Email: matthew.louis@bnymellon.com

	 
	 	 	 	If to Depositor, to
	 
	 	 	 	Reunion Hospitality Trust, Inc.

60 East 42nd Street, Suite 1901

New York, New York 10165

Attn: E. Jonathan Falik, Chief Executive Officer

Facsimile: (212) 656-1777

Email: jonathan@jfcap.com
	 
	 	 	 	and to
	 
	 	 	 	Reunion Hospitality Trust, Inc.

1370 Avenue of the Americas, 28th Floor

New York, New York 10019

Attn: Andrew P. Nelson, Chief Financial Officer

Facsimile: (212) 656-1777

Email: andrew@hcove.com
	 
	 	 	 	with a copy to
	 
	 	 	 	Gregory J. Moundas, Esq.

60 East 42nd Street, Suite 1901

New York, New York 10165

Facsimile: (646) 429-8873

Email: greg@jfcap.com





 









 





5. Termination




     Upon termination of this Agreement prior to the satisfaction of the Capital Deployment Hurdle,
Escrow Property then held hereunder shall be distributed in accordance with Article II, Section 11.



6. Compensation





	 	(a)	 	Depositor shall pay Escrow Agent in accordance with the Escrow Agent’s current
fee schedule, attached hereto as Exhibit E, including an annual fee of $7,500.00,
payable upon execution of this Agreement and thereafter on each anniversary date of
this Agreement. The annual fee shall not be pro-rated for any portion of a year.






	 	(b)	 	Depositor shall be responsible for and shall reimburse Escrow Agent upon demand
for all expenses, disbursements and advances incurred or made by Escrow Agent in
connection with this Agreement.





ARTICLE II




TERMS AND CONDITIONS




	1.	 	The duties, responsibilities and obligations of Escrow Agent shall be limited to those
expressly set forth herein and no duties, responsibilities or obligations shall be inferred or
implied. Escrow Agent shall not be subject to, nor required to comply with, any other
agreement to which Depositor is a party, even though reference thereto may be made herein, or
to comply with any direction or instruction (other than those contained herein or delivered in
accordance with this Agreement) from Depositor or any entity acting on its behalf. Escrow
Agent shall not be required to, and shall not, expend or risk any of its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder.






	2.	 	This Agreement is for the exclusive benefit of the parties hereto and their respective
successors hereunder, and shall not be deemed to give, either express or implied, any legal or
equitable right, remedy, or claim to any other entity or person whatsoever.






	3.	 	If at any time Escrow Agent is served with any judicial or administrative order, judgment,
decree, writ or other form of judicial or administrative process which in any way affects
Escrow Property (including but not limited to orders of attachment or garnishment or other
forms of levies or injunctions or stays relating to the transfer of Escrow Property), Escrow
Agent is authorized to comply therewith in any manner as it or its legal counsel of its own
choosing deems appropriate; and if Escrow Agent complies with any such judicial or
administrative order, judgment, decree, writ or other form of judicial or administrative
process, Escrow Agent shall not be liable to any of the parties hereto or to any other person
or entity even though such order, judgment, decree, writ or process may be subsequently
modified or vacated or otherwise determined to have been without legal force or effect.






	4.	(a)	 	Escrow Agent shall not be liable for any action taken or omitted or for any loss or
injury resulting from its actions or its performance or lack of performance of its




 









 






	 	 	 	duties hereunder in the absence of gross negligence or willful misconduct on its
part. In no event shall Escrow Agent be liable (i) for acting in accordance with or
relying upon any instruction, notice, demand, certificate or document which is
determined by the Escrow Agent, in good faith, to be genuine and from Depositor or
any entity acting on behalf of Depositor, (ii) for any consequential, punitive or
special damages, (iii) for the acts or omissions of its nominees, correspondents,
designees, subagents or subcustodians, or (iv) for an amount in excess of the value
of the Escrow Property, valued as of the date of deposit.
	 
	 	(b)	 	Escrow Agent may consult with legal counsel as to any matter relating to this
Agreement, and Escrow Agent shall not incur any liability in acting in good faith in
accordance with any advice from such counsel. Depositor shall pay any reasonable
expenses incurred by Escrow Agent during such consultations with its legal counsel.
	 
	 	(c)	 	In no event shall Escrow Agent be responsible or liable for any failure or
delay in the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without limitation,
strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss
or malfunctions of utilities, communications or computer (software and hardware)
services; it being understood that Escrow Agent shall use reasonable efforts which are
consistent with accepted practices in the banking industry to resume performance as
soon as practicable under the circumstances.





	5.	 	Unless otherwise specifically set forth herein, Escrow Agent
shall proceed as soon as practicable to collect any checks or other
collection items at any time deposited hereunder. All such
collections shall be subject to Escrow Agent’s usual collection
practices or terms regarding items received by Escrow Agent for
deposit or collection.  Escrow Agent shall not be required, or have
any duty, to notify anyone of any payment or maturity under the terms
of any instrument deposited hereunder, nor to take any legal action
to enforce payment of any check, note or security deposited
hereunder or to exercise any right or privilege which may be afforded
to the holder of any such security.







	6.	 	Escrow Agent shall provide to Depositor monthly statements identifying transactions,
transfers or holdings of Escrow Property and each such statement shall be deemed to be correct
and final upon receipt thereof by the Depositor unless Escrow Agent is notified in writing to
the contrary within thirty (30) business days of the date of such statement.






	7.	 	Escrow Agent shall not be responsible in any respect for the form, execution, validity, value
or genuineness of documents or securities deposited hereunder, or for any description therein,
or for the identity, authority or rights of persons executing or delivering or purporting to
execute or deliver any such document, security or endorsement.






	8.	 	Notices, certifications, instructions or other communications shall be in writing and shall
be given to the mailing address, facsimile number or electronic mail address set forth in the
“Notices” provision in Article I, Section 4 herein (or to such other address as may be
substituted therefor by written notification to Escrow Agent or Depositor). Notices and
certifications to Escrow Agent shall be deemed to be given when actually received by Escrow
Agent’s Insurance Trust and Escrow Unit of the Corporate Trust Division. Notices to Depositor
shall be deemed to be given when actually received by Depositor. Escrow Agent is authorized
to comply with and rely upon any notices, instructions or other communications reasonably
believed by it to have been sent or given by Depositor or by a person or persons authorized by
Depositor. Whenever under the terms hereof the time for giving a notice or performing an act
falls upon a Saturday, Sunday, or banking holiday, such time shall be extended to the next day
on which Escrow Agent is open for business.




 









 












	    	 	Escrow Agent agrees to accept and act upon instructions or directions pursuant to this
Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured
electronic methods, subject to the following: if Depositor elects to give the Escrow Agent
e-mail or facsimile instructions (or instructions by a similar electronic method) and Escrow
Agent in its discretion and in its good faith belief that such instructions are from
Depositor or any entity action on behalf of Depositor elects to act upon such instructions,
Escrow Agent’s understanding of such instructions shall be deemed controlling. Escrow Agent
shall not be liable for any losses, costs or expenses arising directly or indirectly from
its reliance upon and compliance with such instructions. The party providing electronic
instructions agrees to assume all risks arising out of the use of such electronic methods to
submit instructions and directions to Escrow Agent, including without limitation the risk of
Escrow Agent acting on unauthorized instructions, and the risk or interception and misuse by
third parties.






	9. 	 	Depositor shall be liable for and shall reimburse and indemnify Escrow Agent and hold Escrow
Agent harmless from and against any and all claims, losses, liabilities, costs, damages or
expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising
from or in connection with or related to this Agreement or being Escrow Agent hereunder
(including but not limited to Losses incurred by Escrow Agent in connection with its
successful defense, in whole or in part, of any claim of gross negligence or willful
misconduct on its part), provided, however, that nothing contained herein shall require Escrow
Agent to be indemnified for Losses caused by its gross negligence or willful misconduct.






	10. 	(a) 	 	Depositor may remove Escrow Agent at any time by giving to Escrow Agent thirty (30)
calendar days’ prior notice in writing signed by Depositor. Escrow Agent may resign at any
time by giving thirty (30) calendar days prior written notice to Depositor. Within ten (10)
calendar days after giving the foregoing notice of removal to or receiving the notice of
resignation from Escrow Agent, Depositor shall appoint a successor escrow agent. If Depositor
fails to appoint a successor escrow agent or such successor escrow agent has not delivered an
instrument of acceptance to Escrow Agent within ten (10) days of the foregoing notice of
removal or resignation, Escrow Agent may either retain custody of the Escrow Property without
any obligation to invest or reinvest any such Escrow Property until it receives such successor
designation or apply to a court of competent jurisdiction for the appointment of a successor
Escrow Agent or for other appropriate relief. The costs and expenses (including reasonable
attorneys’ fees and expenses) incurred by Escrow Agent in connection with such proceeding
shall be paid by the Depositor.






	 	(b)	 	If this Agreement is terminated for any other reason prior to the satisfaction
of the Capital Deployment Hurdle, Depositor shall appoint a successor escrow agent. If
Depositor fails to appoint a successor escrow agent or such successor escrow agent has
not delivered an instrument of acceptance to Escrow Agent within ten (10) days of the
termination of this Agreement, Escrow Agent may either retain custody of the Escrow
Property without any obligation to invest or reinvest any such Escrow Property until it
receives such successor designation or apply to a court of competent jurisdiction for
the appointment of a successor Escrow Agent or for other appropriate relief. The costs
and expenses (including reasonable attorneys’ fees and expenses) incurred by Escrow
Agent in connection with such proceeding shall be paid by the Depositor.




 









 












	 	(c)	 	Upon receipt of the identity of the successor Escrow Agent, Escrow Agent shall
deliver the Escrow Property then held hereunder to the successor Escrow Agent.






	 	(d)	 	Upon delivery of the Escrow Property to successor Escrow Agent, Escrow Agent
shall have no further duties, responsibilities or obligations hereunder.






	11. 	(a) 	 	In the event of any ambiguity or uncertainty hereunder or in any notice, certification,
instruction or other communication received by Escrow Agent hereunder, Escrow Agent may, in
its sole discretion, refrain from taking any action other than retain possession of the Escrow
Property and notifying the Depositor of such ambiguity or uncertainty, unless Escrow Agent
receives written instructions, signed by Depositor, which eliminates such ambiguity or
uncertainty.






	 	(b)	 	In the event of any dispute between or conflicting claims by or among the
Depositor and/or any other person or entity with respect to any Escrow Property, Escrow
Agent shall be entitled, in its sole discretion, to refuse to comply with any and all
claims, demands or instructions with respect to such Escrow Property so long as such
dispute or conflict shall continue, and Escrow Agent shall not be or become liable in
any way to Depositor for failure or refusal to comply with such conflicting claims,
demands or instructions. Escrow Agent shall be entitled to refuse to act until either
(i) such conflicting or adverse claims or demands shall have been determined by a final
order, judgment or decree of a court of competent jurisdiction, which order, judgment
or decree is not subject to appeal, or settled by agreement between the conflicting
parties as evidenced in a writing satisfactory to Escrow Agent or (ii) Escrow Agent
shall have received security or an indemnity satisfactory to it, in its sole
discretion, sufficient to hold it harmless from and against any and all Losses which it
may incur by reason of so acting. Escrow Agent may, in addition, elect, in its sole
discretion, to commence an interpleader action or seek other judicial relief or orders
as it may deem, in its sole discretion, necessary. The reasonable costs and expenses
(including reasonable attorneys’ fees and expenses) incurred in connection with such
proceeding shall be paid by, and shall be deemed an obligation of the Depositor.






	12.	 	This Agreement shall be interpreted, construed, enforced and administered in accordance with
the internal substantive laws (and not the choice of law rules) of the State of New York.
Depositor hereby submits to the personal jurisdiction of and agrees that all proceedings
relating hereto shall be brought in courts located within the City and State of New York.
Depositor hereby waives the right to trial by jury and to assert counterclaims in any such
proceedings. Depositor waives personal service of process and consents to service of process
by certified or registered mail, return receipt requested, directed to it at the address last
specified for notices hereunder, and such service shall be deemed completed ten (10) calendar
days after the same is so mailed.






	13.	 	Except as otherwise permitted herein, this Agreement may be modified only by a written
amendment signed by all the parties hereto, provided that such amendment shall not adversely
affect the interests of the holders of the Depositor’s publicly-traded common stock, in which
case such amendment shall be subject to the approval of a majority of the holders of such
publicly-traded common stock and no waiver of any provision hereof shall be effective unless
expressed in a writing signed by the party to be charged; provided further, that this
Agreement may not be amended in such a manner as to adversely affect the right of the
underwriters in the Depositor’s initial public offering (the “Underwriters”) to receive any
underwriting discounts and commissions, including




 









 






	 	 	deferred underwriting discounts and commissions, if any, without the written consent of FBR
Capital Markets & Co. and JMP Securities LLC, acting as representatives of the Underwriters.






	14.	 	The rights and remedies conferred upon the parties hereto shall be cumulative, and the
exercise or waiver of any such right or remedy shall not preclude or inhibit the exercise of
any additional rights or remedies. The waiver of any right or remedy hereunder shall not
preclude the subsequent exercise of such right or remedy.
	 
	15.	 	Depositor hereby represents and warrants (a) that this Agreement has been duly authorized,
executed and delivered on its behalf and constitutes its legal, valid and binding obligation
and (b) that the execution, delivery and performance of this Agreement by Depositor do not and
will not violate any applicable law or regulation.
	 
	16.	 	The invalidity, illegality or unenforceability of any provision of this Agreement shall in no
way affect the validity, legality or enforceability of any other provision; and if any
provision is held to be enforceable as a matter of law, the other provisions shall not be
affected thereby and shall remain in full force and effect.
	 
	17.	 	This Agreement shall constitute the entire agreement of the parties with respect to the
subject matter and supersedes all prior oral or written agreements in regard thereto.
	 
	18.	 	This Agreement shall terminate upon the distribution of all Escrow Property from the Account.
The provisions of these Terms and Conditions set forth in this Article II shall survive
termination of this Agreement and/or the resignation or removal of Escrow Agent.
	 
	19.	 	No printed or other material in any language, including prospectuses, notices, reports, and
promotional material which mentions “The Bank of New York Mellon” by name or the rights,
powers, or duties of Escrow Agent under this Agreement shall be issued by any other parties
hereto, or on such party’s behalf, without the prior written consent of Escrow Agent;
provided, however, that the Escrow Agent hereby consents to the inclusion of “The Bank of New
York Mellon” in the Depositor’s registration statement on Form S-11 (File no. 333-165622) and
other materials related to the Offerings.
	 
	20.	 	The headings contained in this Agreement are for convenience of reference only and shall have
no effect on the interpretation or operation hereof.
	 
	21.	 	This Agreement may be executed by each of the parties hereto in any number of counterparts,
each of which counterpart, when so executed and delivered, shall be deemed to be an original
and all such counterparts shall together constitute one and the same agreement.
	 
	22.	 	Escrow Agent does not have any interest in the Escrowed Property deposited hereunder but is
serving as escrow holder only and having only possession thereof. Depositor shall pay or
reimburse Escrow Agent upon request for any transfer taxes or other taxes relating to the
Escrow Property incurred in connection herewith and shall indemnify and hold harmless Escrow
Agent any amounts that it is obligated to pay in the way of such taxes. Any payments of
income from this Escrow Account shall be subject to withholding regulations then in force with
respect to United States federal income taxes. Any taxes withheld by the Escrow Agent shall
be remitted to the appropriate taxing authorities. Depositor will provide Escrow Agent with a
properly completed and executed Internal




 









 






	 	 	Revenue Service (“IRS”) Form W-9. The Escrow Agent shall report to the IRS, or any other
taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as of each calendar
year-end, and to the Depositor, all income earned from the investment of funds which are
part of the Escrowed Property, as and to the extent required under the provision of the
Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, and
such income shall be treated as income of the Depositor. Other than as set forth in the
previous sentence, the Escrow Agent shall not be responsible for the preparation and/or
filing of any tax return or any other tax reporting with respect to the Escrowed Property or
income earned on investment of funds which are a part of the Escrowed Property. For the
avoidance of doubt, this Article II, Section 23 and Article II, Section 10 shall survive
notwithstanding any termination of this Agreement or the resignation of Escrow Agent.
	 
	23.	 	Escrow Agent hereby agrees that Escrow Agent or any of its valid assigns will not have any
right, title, interest or claim of any kind in or to any Escrow Property (each, an “Escrow
Property Claim”), and hereby waives any Escrow Property Claim that Escrow Agent or any of its
valid assigns may have in the future prior to the closing of the Escrow Account as a result
of, or arising out of, any negotiations, contracts or agreements with the Depositor, including
this Agreement and the transactions contemplated hereby, and will not seek recourse against
the Escrow Account for any reason whatsoever.
	 
	24.	 	Each of the rights, protections and immunities given to the Escrow Agent hereunder shall
inure to the benefit of the Paying Agent hereunder.





[The remainder of this page has been left blank intentionally. The signature page follows.]




 









 





     IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed by a duly
authorized officer as of the day and year first written above.



	 	 	 	 	 
	 	REUNION HOSPITALITY TRUST, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NEW YORK MELLON,

as Escrow Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





Exhibit A

FORM OF PERMITTED INVESTMENT CERTIFICATE




CERTIFICATE

OF

REUNION HOSPITALITY TRUST, INC.




     This Certificate is being furnished to The Bank of New York Mellon (“BNY”) pursuant to
Article I, Section 3(a) of the Escrow Agreement dated as of                     , 2010 (the
“Agreement”) by and between Reunion Hospitality Trust, Inc. (the “Company”) and
BNY. All capitalized terms used herein but not defined herein shall have the meanings ascribed to
them in the Agreement.



     The undersigned, a duly authorized officer of the Company, hereby certifies, on behalf of the
Company and not in his individual capacity, as follows:



     (a) the Escrow Property disbursed pursuant to this Certificate, less the Working Capital
Release, will be used solely in connection with the Permitted Investment approved by the Board of
Directors of the Company in the resolutions attached hereto as Exhibit A; and



     (b) attached hereto as Exhibit A is a true, correct and complete copy of the
resolutions duly adopted by the Board of Directors of the Company approving and authorizing the
disbursement of Escrow Property in connection with the Permitted Investment described therein, and
such resolutions are in full force and effect on the date of this Certificate, in substantially the
following language:




     “NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes and approves
the undertaking of the Permitted Investment; and it is




     FURTHER RESOLVED, that Board hereby authorizes and approves the disbursement of
Escrow Property in connection with such Permitted Investment;”



     The undersigned hereby directs Escrow Agent to deliver $                                         of Escrow
Property, which amount is the sum of (x) the purchase price of such Permitted Investment,
plus (y) two percent (2%) of the PI Transaction Value of such Permitted Investment for
general working capital purposes, plus (z) amounts necessary to cover transaction expenses,
including, but not limited to, closing costs, capital expenditures, pursuit costs, escrows, future
commitments or reserves in connection with such Permitted Investment, to the Company in accordance
with the terms and conditions of Section 3(g) of the Agreement. The undersigned acknowledges that
Escrow Agent is not responsible for independently verifying that the specified amount set forth in
this Certificate equals the sum of the amounts set forth in clauses (x), (y) and (z) in the
preceding sentence.



     IN WITNESS WHEREOF, the undersigned has executed this Certificate as an officer of the
Company, and not in the undersigned’s individual capacity, as of
the ___ day of                     , 20___.



	 	 	 	 	 
	 	REUNION HOSPITALITY TRUST, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





Exhibit B

FORM OF DEPOSIT CERTIFICATE




CERTIFICATE

OF

REUNION HOSPITALITY TRUST, INC.




     This Certificate is being furnished to The Bank of New York Mellon (“BNY”) pursuant to
Article I, Section 3(b) of the Escrow Agreement dated as of                     , 2010 (the
“Agreement”) by and between Reunion Hospitality Trust, Inc. (the “Company”) and
BNY. All capitalized terms used herein but not defined herein shall have the meanings ascribed to
them in the Agreement.



     The undersigned, a duly authorized officer of the Company, hereby certifies, on behalf of the
Company and not in his individual capacity, that the Escrow Property disbursed pursuant to this
Certificate will be used solely for the payment of any deposits required in connection with
Permitted Investments.



     The undersigned hereby directs Escrow Agent to deliver $                                         of Escrow
Property to the Company in accordance with the terms and conditions of Section 3(g) of the
Agreement. The undersigned acknowledges that Escrow Agent is not responsible for independently
verifying that the specified amount set forth in this Certificate is the amount of Escrow Property
needed in connection with any deposits.



     IN WITNESS WHEREOF, the undersigned has executed this Certificate as an officer of the
Company, and not in the undersigned’s individual capacity, as of
the ___ day of                     , 20___.



	 	 	 	 	 
	 	REUNION HOSPITALITY TRUST, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





Exhibit C

FORM OF REIT QUALIFICATION DISTRIBUTION CERTIFICATE




CERTIFICATE

OF

REUNION HOSPITALITY TRUST, INC.




     This Certificate is being furnished to The Bank of New York Mellon (“BNY”) pursuant to
Article I, Section 3(c) of the Escrow Agreement dated as of                     , 2010 (the
“Agreement”) by and between Reunion Hospitality Trust, Inc. (the “Company”) and
BNY. All capitalized terms used herein but not defined herein shall have the meanings ascribed to
them in the Agreement.



     The undersigned, a duly authorized officer of the Company, hereby certifies, on behalf of the
Company and not in his individual capacity, that the Escrow Property disbursed pursuant to this
Certificate will be used solely in connection with any distribution to the Company’s stockholders
necessary to permit the Company to timely dividend an amount sufficient to eliminate U.S. federal
income and excise taxes that otherwise would be imposed on the Company and in order to maintain the
Company’s REIT qualification, to pay expenses and fees associated with the Company’s REIT
qualification or to pay applicable taxes payable by the Company.



     The undersigned hereby directs Escrow Agent to deliver $                                         of Escrow
Property to the Company in accordance with the terms and conditions of Section 3(g) of the
Agreement. The undersigned acknowledges that Escrow Agent is not responsible for independently
verifying that the specified amount set forth in this Certificate is the amount of Escrow Property
needed in connection with any distribution to the Company’s stockholders necessary to permit the
Company to timely dividend an amount sufficient to eliminate U.S. federal income and excise taxes
that otherwise would be imposed on the Company and in order to maintain the Company’s REIT
qualification, to pay expenses and fees associated with the Company’s REIT qualification or to pay
any applicable taxes payable by the Company.



     IN WITNESS WHEREOF, the undersigned has executed this Certificate as an officer of the
Company, and not in the undersigned’s individual capacity, as of
the ___ day of                     , 20___.



	 	 	 	 	 
	 	REUNION HOSPITALITY TRUST, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





Exhibit D

FORM OF CAPITAL DEPLOYMENT HURDLE CERTIFICATE




CERTIFICATE

OF

REUNION HOSPITALITY TRUST, INC.




     This Certificate is being furnished to The Bank of New York Mellon (“BNY”) pursuant to
Article I, Section 3(e) of the Escrow Agreement dated as of                     , 2010 (the
“Agreement”) by and between Reunion Hospitality Trust, Inc. (the “Company”) and
BNY. All capitalized terms used herein but not defined herein shall have the meanings ascribed to
them in the Agreement.



     The undersigned, a duly authorized officer of the Company, hereby certifies, on behalf of the
Company and not in his individual capacity, that the PI Transaction Value of the aggregate of
Permitted Investments has exceeded 75% of the Initial Escrow Deposit prior to the date that is 12
months from the closing of the Offerings.



     The undersigned hereby directs Escrow Agent to deliver all Escrow Property, including any
accrued but undisbursed interest, to the Company in accordance with the terms and conditions of
Section 3(g) of the Agreement. The undersigned acknowledges that Escrow Agent is not responsible
for independently verifying that the Capital Deployment Hurdle has been satisfied.



     IN WITNESS WHEREOF, the undersigned has executed this Certificate as an officer of the
Company, and not in the undersigned’s individual capacity, as of
the ___ day of                     , 20___.



	 	 	 	 	 
	 	REUNION HOSPITALITY TRUST, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: