Exhibit 10.4


 



 


FORM OF INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION
AGREEMENT (“Agreement”) is made and entered into as of the _____ day of ______________, ________, by and between Procaccianti
Hotel REIT, Inc., a Maryland corporation (the “Company”), and __________ (“Indemnitee”).


 


WHEREAS, at the request
of the Company, Indemnitee currently serves as a director or officer of the Company and may, therefore, be subjected to claims,
suits or proceedings arising as a result of such service;


 


WHEREAS, as an inducement
to Indemnitee to continue to serve in such capacity, the Company has agreed to indemnify Indemnitee and to advance expenses and
costs incurred by Indemnitee in connection with any such claims, suits or proceedings; and


 


WHEREAS, the parties
to this Agreement desire to set forth their agreement regarding indemnification and advancement of expenses.


 


NOW, THEREFORE, in
consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


Section 1.          Definitions.
For purposes of this Agreement:


 


(a)          
“Applicable Legal Rate” means a fixed rate of interest equal to the applicable federal rate for mid-term debt instruments
as of the day that it is determined that Indemnitee must repay any advanced expenses.


 


(b)          “Change
in Control” means a change in control of the Company occurring after the Effective Date of a nature that would be required
to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar
schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether
or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in
Control also shall be deemed to have occurred if, after the Effective Date: (i) any “person” (as such term is
used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company representing 15% or more of the combined voting power
of all of the Company’s then-outstanding securities entitled to vote generally in the election of directors without the prior
approval of at least two-thirds of the members of the Company’s board of directors (the “Board of Directors”)
in office immediately prior to such person’s attaining such percentage interest; (ii) the Company is a party to a merger,
consolidation, sale of assets, plan of liquidation, reorganization or other similar transaction or event that is not approved by
at least two-thirds of the members of the Continuity Directors (as defined below) and , as a consequence of such transaction or
event, the Continuity Directors will constitute less than a majority of the Board of Directors thereafter; or (iii) at any
time, a majority of the members of the Board of Directors are not individuals: (A) who were directors as of the Effective Date
(the “Current Directors”) or (B) whose election by the Board of Directors or nomination for election by the Company’s
stockholders was approved by the affirmative vote of at least two-thirds of the Current Directors (the “Approved Directors”)
or whose election or nomination for election was previously so approved by the Current Directors and the Approved Directors under
this clause (B) (the Current Directors and the Approved Directors are referred collectively to as the “Continuity Directors”).


 




     


     


    

 


(c)          “Corporate
Status” means the status of a person as: (a) a present or former director, officer, employee or agent of the Company or (b)
as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic
corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that such
person is or was serving in such capacity at the request of the Company (“Requested Position”). As a clarification
and without limiting the circumstances in which Indemnitee may be serving in a Requested Position, service by Indemnitee shall
be deemed to be at the request of the Company: (i) if Indemnitee serves or served as a director, trustee, officer, partner, manager,
managing member, fiduciary, employee or agent of any corporation, partnership, limited liability company, joint venture, trust
or other enterprise (1) of which a majority of the voting power or equity interest is or was owned directly or indirectly by the
Company or (2) the management of which is controlled directly or indirectly by the Company; and (ii) if, as a result of Indemnitee’s
service to the Company or any of its affiliated entities, Indemnitee is subject to duties by, or required to perform services for,
an employee benefit plan or its participants or beneficiaries, including as a deemed fiduciary thereof.


 


(d)          “Disinterested
Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification
and/or advance of Expenses is sought by Indemnitee.


 


(e)          “Effective
Date” means the date set forth in the first paragraph of this Agreement.


 


(f)          “Expenses”
shall be broadly construed and shall include, without limitation, all direct and indirect costs actually and reasonably incurred,
paid or accrued, any and all reasonable and out-of-pocket attorneys’ fees and costs, retainers, court costs, transcript costs,
fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery
service fees, federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments
under this Agreement, ERISA excise taxes and penalties and any other disbursements or expenses incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in or otherwise participating in
a Proceeding. Expenses shall also include Expenses incurred in connection with any appeal resulting from any Proceeding including,
without limitation, the premium for, security for and other costs relating to any cost bond, supersedeas bond or other appeal bond
or its equivalent.


 


(g)          “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither is, nor
in the past five years has been, retained to represent: (i) the Company or any of its subsidiaries or affiliates, or Indemnitee
in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement or of
other indemnitees under similar indemnification agreements), or (ii) any other party to or participant or witness in the Proceeding
giving rise to a claim for indemnification or advance of Expenses hereunder. Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights
under this Agreement.


 




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(h)          “Proceeding”
means any actual, threatened, pending or completed action, claim, hearing (including administrative hearings), suit, arbitration,
alternate dispute resolution mechanism, investigation, inquiry, or any other actual, threatened or completed proceeding, whether
brought by or in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims),
criminal, administrative, legislative, or investigative (formal or informal) nature, including any appeal therefrom, except one
pending or completed on or before the Effective Date, unless otherwise specifically agreed in writing by the Company and Indemnitee.
If Indemnitee reasonably believes that a given situation may lead to or culminate in the institution of a Proceeding, such situation
shall also be considered a Proceeding.


 


Section 2.          Services
by Indemnitee. Indemnitee agrees to serve or continue to serve as a director or officer of the Company or in a Requested Position.
However, this Agreement shall not impose any independent obligation on Indemnitee or the Company to continue Indemnitee’s
service to the Company. This Agreement shall not be deemed an employment contract between the Company (or any other entity) and
Indemnitee.


 


Section 3.          General.
The Company shall indemnify, and advance Expenses to, Indemnitee (a) as provided in this Agreement and (b) as otherwise to
the maximum extent permitted by Maryland law in effect on the Effective Date and as amended from time to time; provided, however,
that no change in Maryland law shall have the effect of reducing the benefits available to Indemnitee hereunder based on Maryland
law as in effect on the Effective Date. The rights of Indemnitee provided in this Section 3 shall include, without limitation,
the rights set forth in the other sections of this Agreement, including any additional indemnification permitted by the Maryland
General Corporation Law (the “MGCL”), including, without limitation, Section 2-418 of the MGCL.


 


Section 4.          Standard
for Indemnification. If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party
to any Proceeding, the Company shall indemnify Indemnitee against all judgments, penalties, fines and amounts paid in settlement
and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding
unless it is established by clear and convincing evidence that (a) the act or omission of Indemnitee was material to the matter
giving rise to the Proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty,
(b) Indemnitee actually received an improper personal benefit in money, property or services or (c) in the case of any
criminal Proceeding, Indemnitee had reasonable cause to believe that his or her conduct was unlawful.


 


Section 5.          Certain
Limits on Indemnification. Notwithstanding any other provision of this Agreement (other than Section 6), Indemnitee shall not
be entitled hereunder to:


 




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(a)          indemnification
if the Proceeding was one by or in the right of the Company and Indemnitee is adjudged, in a final adjudication of the Proceeding
not subject to further appeal, to be liable to the Company;


 


(b)          indemnification
if Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable on the basis that
personal benefit was improperly received in any Proceeding charging improper personal benefit to Indemnitee, whether or not involving
action in Indemnitee’s Corporate Status; or


 


(c)          indemnification
or advancement of Expenses if the Proceeding was brought by Indemnitee against the Company, unless: (i) the Proceeding was brought
to enforce indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Section 12
of this Agreement; or (ii) the Company’s charter or Bylaws, a resolution of the stockholders entitled to vote generally in
the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company
is a party expressly provide otherwise.


 


Section 6.          Court-Ordered
Indemnification. Notwithstanding any other provision of this Agreement, a court of appropriate jurisdiction, upon application
of Indemnitee and such notice as the court shall require, may order indemnification of Indemnitee by the Company in the following
circumstances:


 


(a)          if
such court determines that Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order
indemnification, in which case Indemnitee shall be entitled to recover the Expenses of securing such reimbursement; or


 


(b)          if
such court determines that Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances,
whether or not Indemnitee (i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii) has
been adjudged liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, the court may order such indemnification
as the court shall deem proper without regard to any limitation on such court-ordered indemnification contemplated by Section 2-418(d)(2)(ii)
of the MGCL.


 


Section 7.          Reimbursement
for Expenses of an Indemnitee Who is Wholly or Partially Successful. To the extent that Indemnitee was or is, by reason of
his or her Corporate Status, made a party to (or otherwise becomes a participant in) any Proceeding and is successful, on the merits
or otherwise, in the defense of such Proceeding, the Company shall indemnify Indemnitee for all Expenses actually and reasonably
incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such
Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such
Proceeding, the Company shall indemnify Indemnitee under this Section 7 for all Expenses actually and reasonably incurred by Indemnitee
or on Indemnitee’s behalf in connection with each such claim, issue or matter, allocated on a reasonable and proportionate
basis. For purposes of this Section 7, and without limitation, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 




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Section 8.          Advancement
of Expenses for Indemnitee. If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made
a party to any Proceeding, the Company shall, without requiring a preliminary determination of Indemnitee’s ultimate entitlement
to indemnification hereunder, advance all Expenses incurred by or on behalf of Indemnitee in connection with such Proceeding. The
Company shall make such advancement within ten days after the receipt by the Company of a statement or statements requesting such
advancement from time to time, whether prior to or after final disposition of such Proceeding and may be in the form of, in the
reasonable discretion of Indemnitee (but without duplication), (a) payment of such Expenses directly to third parties on behalf
of Indemnitee, (b) advancement of funds to Indemnitee in an amount sufficient to pay such Expenses or (c) reimbursement to Indemnitee
for Indemnitee’s payment of such Expenses. Such statement or statements shall reasonably evidence the Expenses incurred by
Indemnitee and shall, solely to the extent required by law, include or be preceded or accompanied by a written affirmation by Indemnitee
and a written undertaking by or on behalf of Indemnitee, in substantially the form attached hereto as Exhibit A or in such
form as may be required under applicable law as in effect at the time of the execution thereof. The undertaking required by this
Section 8 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s
financial ability to repay such advanced Expenses and without any requirement to post security therefor.


 


Section 9.          Indemnification
and Advancement of Expenses as a Witness or Other Participant. Notwithstanding any other provision of this Agreement, to the
extent that Indemnitee is or may be, by reason of Indemnitee’s Corporate Status, made a witness or otherwise asked to participate
in any Proceeding, whether instituted by the Company or any other person, and to which Indemnitee is not a party, Indemnitee shall,
without a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, be advanced and indemnified
against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith within
ten days after the receipt by the Company of a statement or statements requesting any such advance or indemnification from time
to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence
the Expenses incurred by Indemnitee. In connection with any such advance of Expenses, the Company may, solely to the extent required
by law, require Indemnitee to provide an affirmation and undertaking substantially in the form attached hereto as Exhibit A,
such undertaking shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference
to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor.


 


Section 10.         Procedure
for Determination of Entitlement to Indemnification.


 


(a)          To
obtain indemnification under this Agreement, Indemnitee shall, submit to the Company a written request, including therein or therewith
such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and
to what extent Indemnitee is entitled to indemnification. Indemnitee may submit one or more such requests from time to time and
at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion. The officer of the Company receiving any
such request from Indemnitee shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors
in writing that Indemnitee has requested indemnification.


 




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(b)          Upon
written request by Indemnitee for indemnification pursuant to Section 10(a) above, a determination, if required by applicable law,
with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control
has occurred, by Independent Counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee,
which Independent Counsel shall be selected by Indemnitee and approved by the Board of Directors in accordance with Section 2-418(e)(2)(ii)
of the MGCL, which approval shall not be unreasonably withheld; or (ii) if a Change in Control has not occurred, (A) by a
majority vote of the Disinterested Directors or by the majority vote of a group of Disinterested Directors designated by the Disinterested
Directors to make the determination, (B) if Independent Counsel has been selected by the Board of Directors in accordance with
Section 2-418(e)(2)(ii) of the MGCL and approved by Indemnitee, which approval shall not be unreasonably withheld or delayed, by
Independent Counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee or (C) if
so directed by the Board of Directors, by the stockholders of the Company, other than directors or officers who are parties to
the Proceeding. If it is so determined that Indemnitee is entitled to indemnification, the Company shall make payment to Indemnitee
within ten days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination
with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable
advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary or appropriate to such determination in the discretion of the Board of Directors
or Independent Counsel if retained pursuant to clause (ii)(B) of this Section 10(b). Any Expenses incurred by Indemnitee in so
cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination
as to Indemnitee’s entitlement to indemnification) and the Company shall indemnify and hold Indemnitee harmless therefrom.


 


(c)          The
Company shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed.


 


Section 11.         Presumptions
and Effect of Certain Proceedings.


 


(a)          In
making any determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such
determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request
for indemnification in accordance with Section 10(a) of this Agreement, and the Company shall have the burden of overcoming
that presumption in connection with the making of any determination contrary to that presumption.


 


(b)          The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, upon a plea
of nolo contendere or its equivalent, or entry of an order of probation prior to judgment, does not create a presumption
that Indemnitee did not meet the requisite standard of conduct described herein for indemnification.


 


(c)          The
knowledge and/or actions, or failure to act, of any other director, officer, employee or agent of the Company or any other director,
trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation,
partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise shall not be imputed to
Indemnitee for purposes of determining any other right to indemnification under this Agreement.


 




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Section 12.         Remedies
of Indemnitee.


 


(a)          If
(i) a determination is made pursuant to Section 10(b) of this Agreement that Indemnitee is not entitled to indemnification under
this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 or 9 of this Agreement, (iii) no
determination of entitlement to indemnification shall have been made pursuant to Section 10(b) of this Agreement within 60 days
after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section
7 or 9 of this Agreement within ten days after receipt by the Company of a written request therefor, or (v) payment of indemnification
pursuant to any other section of this Agreement or the charter or Bylaws of the Company is not made within ten days after a determination
has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication in an appropriate
court located in the State of Maryland, or in any other court of competent jurisdiction, or in an arbitration conducted by a single
arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association, of Indemnitee’s entitlement
to indemnification or advance of Expenses. Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration
within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a);
provided, however, that the foregoing clause shall not apply to a proceeding brought by Indemnitee to enforce his or her rights
under Section 7 of this Agreement. Except as set forth herein, the provisions of Maryland law (without regard to its conflicts
of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication
or award in arbitration.


 


(b)          In
any judicial proceeding or arbitration commenced pursuant to this Section 12, Indemnitee shall be presumed to be entitled
to indemnification or advance of Expenses, as the case may be, under this Agreement and the Company shall have the burden of proving
that Indemnitee is not entitled to indemnification or advance of Expenses, as the case may be. If Indemnitee commences a judicial
proceeding or arbitration pursuant to this Section 12, Indemnitee shall not be required to reimburse the Company for any advances
pursuant to Section 8 of this Agreement until a final determination is made with respect to Indemnitee’s entitlement to indemnification
(as to which all rights of appeal have been exhausted or lapsed). The Company shall, to the fullest extent not prohibited by law,
be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures
and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such
arbitrator that the Company is bound by all of the provisions of this Agreement.


 


(c)          If
a determination shall have been made pursuant to Section 10(b) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12,
absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification that was not disclosed in connection with
the determination.


 




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(d)          In
the event that Indemnitee is successful in seeking, pursuant to this Section 12, a judicial adjudication of or an award in arbitration
to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to
recover from the Company, and shall be indemnified by the Company for, any and all Expenses actually and reasonably incurred by
him or her in such judicial adjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration
that Indemnitee is entitled to receive part but not all of the indemnification or advance of Expenses sought, the Expenses incurred
by Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated.


 


(e)          Interest
shall be paid by the Company to Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and Judicial
Proceedings Article of the Annotated Code of Maryland for amounts which the Company pays or is obligated to pay for the period
(i) commencing with either the tenth day after the date on which the Company was requested to advance Expenses in accordance with
Section 8 or 9 of this Agreement or the 60th day after the date on which the Company was requested to make the determination
of entitlement to indemnification under Section 10(b) of this Agreement, as applicable, and (ii) ending on the date such payment
is made to Indemnitee by the Company.


 


Section 13.         Defense
of the Underlying Proceeding.


 


(a)          Indemnitee
shall notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, request
or other document relating to any Proceeding which may result in the right to indemnification or the advance of Expenses hereunder
and shall include with such notice a description of the nature of the Proceeding and a summary of the facts underlying the Proceeding.
The failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right
of Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the Company’s ability to defend
in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only
to the extent the Company is thereby actually so prejudiced.


 


(b)          In
any Proceeding involving Indemnitee and also involving one or more other director(s) of the Company for whom or on whose behalf
the Company is actually paying Expenses in the Proceeding, Indemnitee shall have the right and obligation to control Indemnitee’s
defense of the Proceeding, or at the sole election of the Indemnitee, to tender control of the defense to the Company; provided,
however, that if Indemnitee does not tender control of the defense to the Company, Indemnitee shall reasonably cooperate with
such other director(s) to retain a single law firm (and, if appropriate, one local law firm) to represent Indemnitee and such other
director(s), unless (i) Indemnitee or such law firm reasonably concludes the use of such law firm to represent the Indemnitee and
such other director or officer would present such counsel with an actual or potential conflict of interest or other significant
divergence of interest, (ii) the Indemnitee or such law firm reasonably concludes that there may be one or more legal defenses
available to Indemnitee that are different from or in addition to those available to such other director(s), or (iii) any such
representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, in which
case the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel)
at the Company's expense. In any Proceeding involving Indemnitee but not also involving any other director(s) of the Company for
whom or on whose behalf the Company is actually paying Expenses in the Proceeding, Indemnitee shall have the right and obligation
to control Indemnitee’s defense of the Proceeding, Indemnitee shall be entitled to retain separate counsel (but not more
than one law firm plus, if applicable, local counsel) at the Company's expense, provided, however, that Indemnitee may,
at the sole election of the Indemnitee, tender control of the defense to the Company.


 




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Section 14.         Non-Exclusivity;
Survival of Rights; Subrogation.


 


(a)          The
rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights
to which Indemnitee may at any time be entitled under applicable law, the charter or Bylaws of the Company, any agreement or a
resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors, or otherwise.
Unless consented to in writing by Indemnitee, no amendment, alteration or repeal of the charter or Bylaws of the Company, this
Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action
taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal, regardless of
whether a claim with respect to such action or inaction is raised prior or subsequent to such amendment, alteration or repeal.
No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right or remedy shall
be cumulative and in addition to every other right or remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion of any right or remedy hereunder, or otherwise, shall not prohibit the concurrent assertion or employment
of any other right or remedy.


 


(b)          In
the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including
execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 


Section 15.         Insurance.


 


(a)          The
Company will use its reasonable best efforts to acquire directors and officers liability insurance, on terms and conditions deemed
appropriate by the Board of Directors, with the advice of counsel, covering Indemnitee or any claim made against Indemnitee by
reason of his or her Corporate Status and covering the Company for any indemnification or advance of Expenses made by the Company
to Indemnitee for any claims made against Indemnitee by reason of his or her Corporate Status. In the event of a Change in Control
or if the stockholders of the Company shall approve a plan of liquidation or an agreement to sell all or substantially all of the
assets of the Company (an “Asset Transaction”), the Company shall maintain in force any and all directors and officers
liability insurance policies that were maintained by the Company immediately prior to the Change in Control or such Asset Transaction
for a period of six years with the insurance carrier or carriers and through the insurance broker in place at the time of the Change
in Control or such Asset Transaction; provided, however, (i) if the carriers will not offer the same policy and an expiring policy
needs to be replaced, a policy substantially comparable in scope and amount shall be obtained and (ii) if any replacement insurance
carrier is necessary to obtain a policy substantially comparable in scope and amount, such insurance carrier shall have an AM Best
rating that is the same or better than the AM Best rating of the existing insurance carrier; provided, further, however, in no
event shall the Company be required to expend in the aggregate in excess of 250% of the annual premium or premiums paid by the
Company for directors and officers liability insurance in effect on the date of the Change in Control or such Asset Transaction.
In the event that 250% of the annual premium paid by the Company for such existing directors and officers liability insurance is
insufficient for such coverage, the Company shall spend up to that amount to purchase such lesser coverage as may be obtained with
such amount.


 




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(b)          Without
in any way limiting any other obligation under this Agreement, the Company shall indemnify Indemnitee for any payment by Indemnitee
which would otherwise be indemnifiable arising out of the amount of any deductible or retention and the amount of any excess of
the aggregate of all judgments, penalties, fines, settlements and Expenses incurred by Indemnitee in connection with a Proceeding
over the coverage of any insurance referred to in Section 15(a). The purchase, establishment and maintenance of any such insurance
shall not in any way limit or affect the rights or obligations of the Company or Indemnitee under this Agreement except as expressly
provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect
the rights or obligations of the Company under any such insurance policies. If, at the time the Company receives notice from any
source of a Proceeding to which Indemnitee is a party or a participant (as a witness or otherwise), the Company has director and
officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with
the procedures set forth in the respective policies.


 


(c)          Indemnitee
shall cooperate with the Company or any insurance carrier of the Company with respect to any Proceeding.


 


Section 16.         Coordination
of Payments. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable or
payable or reimbursable as Expenses hereunder if and to the extent that Indemnitee has otherwise actually received such payment
under any insurance policy, contract, agreement or otherwise.


 


Section 17.         Contribution.
If the indemnification provided in this Agreement is unavailable in whole or in part and may not be paid to Indemnitee for any
reason, other than for failure to satisfy the standard of conduct set forth in Section 4 or due to the provisions of Section 5,
then, with respect to any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding),
to the fullest extent permissible under applicable law, the Company, in lieu of indemnifying and holding harmless Indemnitee, shall
pay, in the first instance, the entire amount incurred by Indemnitee, whether for Expenses, judgments, penalties, and/or amounts
paid or to be paid in settlement, in connection with any Proceeding without requiring Indemnitee to contribute to such payment,
and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.


 




    	 	-10-	 



     


    

 


Section 18.         Reports
to Stockholders. To the extent required by the MGCL, the Company shall report in writing to its stockholders the payment of
any amounts for indemnification of, or advance of Expenses to, Indemnitee under this Agreement arising out of a Proceeding by or
in the right of the Company with the notice of the meeting of stockholders of the Company next following the date of the payment
of any such indemnification or advance of Expenses or prior to such meeting.


 


Section 19.         Duration
of Agreement; Binding Effect.


 


(a)          This
Agreement shall continue until and terminate on the later of (i) six years from the date that Indemnitee shall have ceased to serve
as a director, officer, employee or agent of the Company or as a director, trustee, officer, partner, manager, managing member,
fiduciary, employee or agent of any other foreign or domestic corporation, real estate investment trust, partnership, limited liability
company, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at
the request of the Company and (ii) the date that Indemnitee is no longer subject to any actual or possible Proceeding (including
any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement).


 


(b)          The
indemnification and advance of Expenses provided by, or granted pursuant to, this Agreement shall be binding upon and be enforceable
by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee
who has ceased to be a director, officer, employee or agent of the Company or a director, trustee, officer, partner, manager, managing
member, fiduciary, employee or agent of any other foreign or domestic corporation, partnership, limited liability company, joint
venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of
the Company, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and
administrators and other legal representatives.


 


(c)          The
Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all,
substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance
satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform if no such succession had taken place.


 


(d)          The
Company and Indemnitee agree that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable
and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto
agree that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity
of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall
not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. Indemnitee shall further be entitled
to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent
injunctions, without the necessity of posting bonds or other undertakings in connection therewith. The Company acknowledges that,
in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court, and the Company hereby waives any such
requirement of such a bond or undertaking.


 




    	 	-11-	 



     


    

 


Section 20.         Severability.
If any provision or provisions of this Agreement shall be held to be invalid, void, illegal or otherwise unenforceable for any
reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including,
without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to
be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or
impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall
be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties
hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion
of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable,
that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.


 


Section 21.         Counterparts.
This Agreement may be executed in one or more counterparts (delivery of which may be by facsimile or via e-mail as a portable document
format (.pdf) or other electronic format), each of which will be deemed to be an original, and it will not be necessary in making
proof of this Agreement or the terms of this Agreement to produce or account for more than one such counterpart. One such counterpart
signed by the party against whom enforceability is sought shall be sufficient to evidence the existence of this Agreement.


 


Section 22.         Headings.
The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction thereof.


 


Section 23.         Modification
and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both
of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provisions hereof (whether or not similar) nor, unless otherwise expressly stated, shall such waiver constitute a continuing
waiver.


 


Section 24.         Notices.
All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given
if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed,
on the day of such delivery, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day
after the date on which it is so mailed:


 


		(a)	If to Indemnitee, to the address set forth on the signature
page hereto.



 


		(b)	If to the Company, to:



 


Procaccianti Hotel REIT, Inc.


1140 Reservoir Avenue


Cranston, Rhode Island 02920


Attn: Ron M. Hadar


 




    	 	-12-	 



     


    

 


or to such other address as may have been
furnished in writing to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.


 


Section 25.         Governing
Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland,
without regard to its conflicts of laws rules.


 


[SIGNATURE PAGE FOLLOWS]


 




    	 	-13-	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the day and year first above written.


 


	 	PROCACCIANTI HOTEL REIT, INC.
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	INDEMNITEE
	 	 	 
	 	 
	 	Name:
	 	Address:


 




    	 	-14-	 



     


    

 


EXHIBIT
A


 


AFFIRMATION
AND UNDERTAKING TO REPAY EXPENSES ADVANCED


 


To: The Board of Directors of _________________________


 


Re: Affirmation and Undertaking


 


Ladies and Gentlemen:


 


This Affirmation and
Undertaking is being provided pursuant to that certain Indemnification Agreement, dated the _____ day of _______________, 201_,
by and between _________________________, a Maryland corporation (the “Company”), and the undersigned Indemnitee (the
“Indemnification Agreement”), pursuant to which I am entitled to advance of Expenses in connection with [Description
of Proceeding] (the “Proceeding”).


 


Terms used herein and
not otherwise defined shall have the meanings specified in the Indemnification Agreement.


 


I am subject to the
Proceeding by reason of my Corporate Status or by reason of alleged actions or omissions by me in such capacity. I hereby affirm
my good faith belief that at all times, insofar as I was involved as a director or officer of the Company, in any of the facts
or events giving rise to the Proceeding, I (1) did not act with bad faith or active or deliberate dishonesty, (2) did
not receive any improper personal benefit in money, property or services and (3) in the case of any criminal proceeding, had
no reasonable cause to believe that any act or omission by me was unlawful.


 


In consideration of
the advance by the Company for Expenses incurred by me in connection with the Proceeding (the “Advanced Expenses”),
I hereby agree that if, in connection with the Proceeding, it is established that (1) an act or omission by me was material
to the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate
dishonesty or (2) I actually received an improper personal benefit in money, property or services or (3) in the case
of any criminal proceeding, I had reasonable cause to believe that the act or omission was unlawful, then I shall promptly reimburse
the portion of the Advanced Expenses, together with the Applicable Legal Rate of interest thereon, relating to the claims, issues
or matters in the Proceeding as to which the foregoing findings have been established.


 


IN WITNESS WHEREOF,
I have executed this Affirmation and Undertaking on this _____ day of _______________, 20____.


 


	 	 
	 	Name: