exv10w3






Exhibit 10.3




REUNION HOSPITALITY TRUST, INC.




, 2010



Ladies and Gentlemen:




     This letter sets forth the agreement (the “Agreement”) between Reunion Hospitality
Trust, Inc., a Maryland Corporation (the “Company”), and
(the “Sponsor”), in connection with the services to be provided by the Sponsor. The Company
expects to complete an initial public offering of its common stock (the “Offering”), and
this letter will confirm the agreement between the Company and the Sponsor that, commencing on the
date of the consummation of the Offering (the “Effective Date”) and continuing until the
earlier of the satisfaction of the Capital Deployment Hurdle (as described in the final prospectus
(the “Prospectus”) contained in the Company’s registration statement on Form S-11 (File No.
333-165622) relating to the Offering) or the Company’s liquidation and dissolution (the
“Termination Date”), the Sponsor shall:



     (i) provide administrative services as may be required by the Company from time to time,
including the administration of the Company’s day-to-day activities;



     (ii) provide office space to the Company for use by the Company’s employees and service
providers for purposes of conducting the Company’s business;



     (iii) perform accounting and comptroller-related services for the Company, including
correspondence with the Company’s auditors;



     (iv) provide investment advisory services to the Company, including, without limitation:




     (a) financial advice and services in connection with potential Permitted Investments (as
described in the Prospectus);




     (b) financial advice and services in connection with public or private equity and debt
financing;




     (c) financial advice and services, including assistance with respect to matters such as cash
management, treasury and financial controls;




     (d) corporate planning and corporate development advice and services;




     (e) strategic planning, including with respect to Permitted Investments;




     (f) public relations and press relations advice and services; and




     (g) such other advice and services necessitated by the ordinary course of the Company’s
business, as the Company may reasonably request from time to time; and



     (v) advance funds to the Company at such times and in such amounts as agreed to between the
Company and the Sponsor.



     The Company undertakes to reimburse the Sponsor, monthly in arrears, all reasonable, direct
third-party out-of-pocket expenses incurred by the Sponsor in performing the services under this
Agreement. Furthermore, to the extent the Company has commitments to its employees (including,
without limitation, health, vision, dental, disability and life insurance benefits) and the Sponsor
covers any reasonable third-party out-of-pocket expenses in connection with such commitments, the
Company shall reimburse the Sponsor for the full amount of such reasonable third-party
out-of-pocket expenses monthly in arrears. The Company also undertakes to repay any advances made
by the Sponsor to the Company as soon as practicable after the time at which such funds are
advanced to the Company, but in no event later than such time as the Capital Deployment Hurdle is
satisfied. Until such time as the Capital Deployment Hurdle is satisfied, the funds for
reimbursement will be provided solely from Non-Escrowed Proceeds and other Permitted Investment
Withdrawals (as such terms are defined in the Prospectus).



 









 




Any expenses incurred or advances made to the Company by the Sponsor in excess of the funds
constituting Non-Escrowed Proceeds or Permitted Investment Withdrawals will not be repaid upon any
liquidation of the escrow account in connection with the Company’s failure to satisfy the Capital
Deployment Hurdle within 12 months of the consummation of the Offering. If the Company satisfies
the Capital Deployment Hurdle and all funds are released from the escrow account within such
prescribed time period, any expenses and/or advances made by the Sponsor to the Company and
permitted under this Agreement may be repaid from the funds previously held in the escrow account.
For the avoidance of any doubt, all out-of-pocket costs associated with sourcing and/or pursuing
any Permitted Investment will be at the sole expense of the Company, and the Sponsor shall not be
responsible for any such costs.




     The Sponsor acknowledges the Company will establish an escrow account with the net proceeds of
the initial public offering and concurrent private placement of the Company’s securities for the
benefit of the stockholders of the Company that participate in such initial public offering and
such concurrent private placement, and hereby agrees that the Sponsor or any of its valid assigns
will not have any right, title, interest or claim of any kind in or to any monies in any such
escrow account (each a “Claim”), and hereby waives any Claim it 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 Company, including this Agreement and the transactions
contemplated hereby, and will not seek recourse against any such escrow account for any reason
whatsoever.



	 	 	 	 	 
	 	Very truly yours,



REUNION HOSPITALITY TRUST, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


AGREED TO AND ACCEPTED BY:




	 	 	 	 	 

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