AGREEMENT
OF PURCHASE AND SALE


 


BY
AND BETWEEN


 


barcelÓ
CRESTLINE CORPORATION


 


aS
“sELLER,”


 


AND


 


ARC
HOSPITALITY TRS HOLDING, LLC

A DELAWARE LIMITED LIABILITY COMPANY,


 


As
“PuRCHASER” 


 


January
30, 2014 


	 




  







    	 



    	 



    

 


TABLE
OF CONTENTS


 





	 	 	Page
	 	 	 
	ARTICLE 1. INTERPRETATION	1
	 	 	 
	1.1.	Definitions	1
	1.2.	Governing Law	6
	1.3.	Captions, Numbering and Headings	6
	1.4.	Number; Gender	6
	1.5.	Business Day	6
	1.6.	Severability	6
	1.7.	No Oral Modifications or Waivers	7
	1.8.	Exhibits	7
	1.9.	Integration	7
	1.10.	No Construction Against Drafter	7
	1.11.	Including	7
	 	 	 
	ARTICLE 2. SALE OF INTERESTS	7
	 	 	 
	2.1.	Sale and Purchase	7
	2.2.	Purchase Price.	7
	2.3.	Allocation of Purchase Price	8
	 	 
	ARTICLE 3. SELLER’S REPRESENTATIONS AND WARRANTIES	8
	 	 	 
	3.1.	Good Standing	8
	3.2.	Due Authorization	8
	3.3.	No Violations	8
	3.4.	Bankruptcy	8
	3.5.	Litigation	8
	3.6.	Terrorist Organizations Lists	8
	3.7.	Brokers	8
	3.8.	No Liens	9
	3.9.	Violations of Law	9
	3.10.	Condemnation	9
	3.11.	Environmental Matters	9
	3.12.	Contracts	9
	3.13.	Tenant Leases	10
	3.14.	Employees	10
	3.15.	Financial Information	10
	3.16.	Licenses and Permits	10
	 	 	 
	ARTICLE 4. PURCHASER’S REPRESENTATIONS AND WARRANTIES	10
	 	 
	4.1.	Good Standing	10
	4.2.	Due Authorization	10
	4.3.	No Violations	11







 




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	4.4.	Bankruptcy	11
	4.5.	Litigation	11
	4.6.	No Other Relationships; Brokers	11
	4.7.	Terrorist Organizations Lists	11
	 	 
	ARTICLE 5. ACTIONS PENDING CLOSING	11
	 	 	 
	5.1.	Additional Due Diligence	11
	5.2.	Covenants	12
	5.3.	Updates to Representations	12
	5.4.	Satisfaction of Conditions	12
	5.5.	Liquor License	12
	5.6.	Consent of Franchisor	13
	5.7.	Schedules	13
	 	 
	ARTICLE 6. CONDITIONS TO CLOSING	13
	 	 	 
	6.1.	Purchaser’s Conditions to Closing	13
	6.2.	Failure of Purchaser’s Condition	13
	6.3.	Seller’s Conditions to Closing	13
	6.4.	Failure of Seller’s Condition	14
	 	 	 
	ARTICLE 7. CLOSING	14
	 	 	 
	7.1.	Closing	14
	7.2.	Seller’s Closing Deliveries	14
	7.3.	Purchaser’s Closing Deliveries	15
	7.4.	Closing and Other Costs	15
	7.5.	Indemnification	16
	7.6.	Survival and other Limitations	18
	 	 
	ARTICLE 8. DEFAULT, REMEDIES	19
	 	 	 
	8.1.	Purchaser’s Default	19
	8.2.	Seller’s Default	19
	 	 	 
	ARTICLE 9. PRORATIONS	20
	9.1.	Prorations	20
	9.2.	Interes	21
	9.3.	Survival	21
	 	 
	ARTICLE 10. MISCELLANEOUS	21
	 	 
	10.1.	Assignment	21
	10.2.	Notices	21
	10.3.	Reserved.	22
	10.4.	Waiver of Jury Trial; Jurisdiction	22







  




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	10.5.	Counterparts; Electronic Signatures and Effectiveness	23
	10.6.	Brokerage	23
	10.7.	No Third Party Beneficiaries	23
	10.8.	Confidentiality	23
	10.9.	Public Announcements	24
	10.10.	Recordation	24
	10.11.	Time of Essence	24
	10.12.	Attorneys’ Fees	24
	10.13.	No Offer	24
	10.14.	Rights under LLC Agreement	24







 




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Schedules
and Exhibits


 


	Schedules
	 	 
	1.1.28	Franchise Agreements
	1.1.40	Management Agreements
	1.1.55Seller’s Knowledge
	2.3	Purchase Price Allocation
	3.5	Pending Actions
	3.11	Environmental Reports
	3.12	Contracts
	3.13	Tenant Leases
	 	 
	Exhibits
	 	 
	A	Form of Assignment and Assumption of Interests
	B	Form of Promissory Note
	C	Form of Indemnity Agreement


  






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AGREEMENT
OF PURCHASE AND SALE


 


THIS AGREEMENT
OF PURCHASE AND SALE (this “Agreement”) is made as of January 30, 2014 (“Contract Date”),
between (i) ARC Hospitality TRS Holding, LLC, a Delaware limited liability company (“Purchaser”), and Barceló
Crestline Corporation, a Maryland corporation (“Seller”).


 


RECITALS:


 


A.                 Seller
is the owner of One Hundred Percent (100%) of the membership interests in each of CHRI Blacksburg (as defined below) and CHRI Virginia
Beach (as defined below).


 


B.                  CHRI
Blacksburg owns twenty four percent (24%) of the membership interests in Blacksburg Hotel Owner (as defined below) and Blacksburg
Hotel Owner ground leases the Blacksburg Hotel (as defined below) pursuant to the terms of the Blacksburg Hotel Ground Lease (as
defined below).


 


C.                  CHRI
Virginia Beach owns thirty and 5323/10000 percent (30.5323 %) of the membership interests in Virginia Beach Hotel Owner (as defined
below) and Virginia Beach Hotel Owner owns the Virginia Beach Hotel (as defined below).


 


D.                 
Seller desires to sell to Purchaser and Purchaser desires to buy from Seller the Interests (as defined below) on the terms and
provisions, and subject to the conditions more particularly set forth in this Agreement.


 


NOW THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


ARTICLE
1. INTERPRETATION


 


1.1.        Definitions.
For purposes of this Agreement, the following capitalized terms shall have the meanings
indicated:


 


1.1.1.      Action:
any action, suit, arbitration, governmental investigation or other legal proceeding. 


 


1.1.2.      Apportionment
Time: 11:59 p.m. EDT on the day preceding the Closing Date.


 


1.1.3.      Asset
Purchase and Sale Agreement: that certain Purchase and Sale Agreement, dated on the Contract Date, between (i) HFP Hotel Owner
II, LLC, CSB Stratford, LLC, and CC Technology Square LLC, collectively as seller, and (ii) Purchaser, as purchaser, pursuant to
which seller has agreed to sell and Purchaser has agreed to purchase all of seller’s right, title and interest in and to
certain hotels more particularly described therein.


 


1.1.4.      Assignment
and Assumption of Interests: the Assignment and Assumption of Membership Interests in the form attached hereto as Exhibit
A.


 




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1.1.5.      Blacksburg
Hotel: that certain hotel commonly referred to as the Hilton Garden Inn Blacksburg, located at 900 Plantation Rd, Blacksburg,
VA 24060, and leased by Blacksburg Hotel Owner.


 


1.1.6.      Blacksburg
Hotel Ground Lease: Deed of Ground Lease, dated April 27, 2007, between Virginia Tech Foundation, Inc. and Blacksburg Hotel
Owner.


 


1.1.7.      Blacksburg
Hotel Guaranty: First Amended and Restated Guaranty of Payment, dated April 17, 2011, by Daniel A Hoffler, Louis S. Haddad,
Bruce B. Smith, Seller and The Bruce B. Smith Revocable Trust in favor of Blacksburg Hotel Lender.


 


1.1.8.      Blacksburg
Hotel Indemnity: Construction Loan Indemnity, dated March 10, 2008, by AH Hotel Holding, L.L.C., Daniel A. Hoffler, Louis S.
Haddad, Bruce Smith Enterprise, LLC, Bruce B. Smith, CHRI Blacksburg, Seller, Hampton BB Company, LLC, Hampton University, and
Legacy Hospitality, LLC.


 


1.1.9.      Blacksburg
Hotel Lender: Regions Bank, an Alabama banking corporation.


 


1.1.10.    Blacksburg
Hotel Owner: BSE/AH Blacksburg Hotel, L.L.C., a Virginia limited liability company.


 


1.1.11.    Blacksburg
Hotel Owner Operating Agreement: Amended and Restated Operating Agreement of Blacksburg Hotel Owner, dated January 15, 2008,
between AH Hotel Holdings, L.L.C., Hampton BB Company, LLC, Legacy Hospitality, LLC, CHRI Blacksburg, and Bruce Smith Enterprise,
LLC (as the same may be amended or other modified from time to time).


 


1.1.12.    CHRI
Blacksburg: CHRI Blacksburg Hotel (A/H) Minority Holding, LLC, a Delaware limited liability company.


 


1.1.13.    CHRI
Virginia Beach: CHRI Virginia Beach Hotel (A/H) Minority Holding, LLC, a Delaware limited liability company.


 


1.1.14.    Claims:
collectively, all past, present and future claims, cross-claims, counterclaims, demands, liabilities, obligations, debts,
liens, damages, losses, costs, expenses, controversies, actions, rights, suits, assessments, penalties, charges, indemnities,
guaranties, promises, commitments, or causes of action of whatsoever nature, whether in law or equity and whether direct or indirect,
known or unknown, asserted or unasserted, foreseen or unforeseen, fixed or contingent.


 


1.1.15.    Closing:
the consummation of the purchase and sale of the Interests as contemplated by this Agreement.


 


1.1.16.    Closing
Date: the date on which the Closing occurs.


 


1.1.17.    Closing
Year: as defined in Section 9.1.1.


 




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1.1.18.    Company:
individually or collectively, as applicable, CHRI Blacksburg and/or CHRI Virginia Beach.


 


1.1.19.    Contract
Date: as defined in the Preamble.


 


1.1.20.    Contract:
as to each Hotel, any contract for services, maintenance and supplies, purchase order, booking and reservation agreement,
credit card service agreement, equipment lease and any other contract or agreement to which the applicable Property Owner or Manager
is a party relating to the use, maintenance, operation, provisioning or equipping of such Hotel; but excluding the Tenant Leases.


 


1.1.21.    Damages:
out-of-pocket damages, liabilities, losses, Claims, costs and expenses (including reasonable attorneys’ fees and expenses)
actually incurred by a Person.


 


1.1.22.    Distribution:
as defined in Section 9.1.1.


 


1.1.23.    Environmental
Laws: all Legal Requirements in effect as of the Contract Date relating to the protection of the environment or to human health,
or regulating the manufacture, use or disposal of Hazardous Substances.


 


1.1.24.    Environmental
Reports: as defined in Section 3.11.


 


1.1.25.    Escrow
Agent: Stewart Title Guaranty, 5935 Carnegie Blvd., Suite 301, Charlotte, NC 28209. Attention: Regina L. Fiegel, Telephone:
(704) 401-2010, Telecopy (704) 401-2039; E-Mail: rfiegel@stewart.com.


 


1.1.26.    Financial
Statements: as defined in Section 3.15.


 


1.1.27.    Fiscal
Year:  as defined in the Management Agreement.


 


1.1.28.    Franchise
Agreement: as to each Hotel, the franchise agreement set forth on Schedule 1.1.28.


 


1.1.29.    Franchisor:
as to each Hotel, the franchisor party to the applicable Franchise Agreement.


 


1.1.30.    Franchisor
Consent: as defined in Section 5.6.


 


1.1.31.    Hazardous
Substance: any pollutant, contaminant or any toxic, radioactive or otherwise hazardous substance, including petroleum, its
derivatives, by-products and other hydrocarbons, asbestos, and toxic mold, in each case as regulated under Environmental Laws.


 


1.1.32.    Hotel
or Hotels: individually or collectively, as applicable, the Blacksburg Hotel and/or the Virginia Beach Hotel.


 




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1.1.33.    Indemnity
Agreement: the Indemnity Agreement in the form attached hereto as Exhibit C, pursuant to which Purchaser shall indemnify
Seller for any actual losses incurred by Seller, in its capacity as guarantor or indemnitor, as applicable, under each of (i) the
Blacksburg Hotel Guaranty, (ii) the Blacksburg Hotel Indemnity, (iii) the Virginia Beach Hotel Guaranty, and (iv) the Virginia
Beach Hotel Indemnity, in each case solely to the extent that such losses are incurred with respect to obligations arising following
the Closing Date.


 


1.1.34.    Indemnified
Party: as defined in Section 7.5.5.


 


1.1.35.    Indemnifying
Party: as defined in Section 7.5.5.


 


1.1.36.    Interests:
all of Seller’s right, title and interest in and to the membership interests in, individually or collectively, as applicable,
(i) CHRI Blacksburg, and/or (ii) CHRI Virginia Beach.


 


1.1.37.    Legal
Requirement: any federal, state, local or municipal constitution, law, statute, ordinance, rule, order or regulation.


 


1.1.38.    Licenses
and Permits: as to each Hotel, all certificates of occupancy and all zoning, building, safety and health approvals and all
other licenses, permits and entitlements issued by a governmental authority and owned by the applicable Property Owner in connection
with the operation or ownership of such Hotel; provided that Licenses and Permits shall not include Liquor Licenses.


 


1.1.39.    Liquor
License: as defined in Section 5.5.


 


1.1.40.    Management
Agreement: as to each Hotel, the management agreement set forth on Schedule 1.1.40.


 


1.1.41.    Manager:
Crestline Hotels & Resorts LLC, a Delaware limited liability company, successor-in-interest to Crestline Hotels &
Resorts, Inc., a Delaware corporation.


 


1.1.42.    Net
Cash Flow: as defined in Section 9.1.1.


 


1.1.43.    Outside
Closing Date: October 1, 2014.


 


1.1.44.    Person:
a natural person or any legal or governmental entity.


 


1.1.45.    Promissory
Note: as defined in Section 2.2.2.


 


1.1.46.    Property
Owner: individually or collectively, as applicable, the Blacksburg Hotel Owner and/or the Virginia Beach Hotel Owner.


 


1.1.47.    Property
Owner Operating Agreements: individually or collectively, as applicable, the Blacksburg Hotel Owner Operating Agreement and/or
the Virginia Beach Hotel Owner Operating Agreement.


 


1.1.48.    Proration
Report: as defined in Section 9.1.3.


 


1.1.49.    Purchase
Price: as defined in Section 2.2.1.


 




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1.1.50.    Purchaser:
as defined in the Preamble.


 


1.1.51.    Purchaser
Parties: collectively, Purchaser, Purchaser’s Designee and each and all of their respective past, present or future
agents, heirs, executors, administrators, conservators, successors, assigns, participants, direct and indirect parents, principals,
subsidiaries, affiliates, related companies, shareholders, interest holders, investors, members, managers, partners (including
general and limited partners), representatives, receivers, attorneys and beneficiaries, and each and all of the past, present
and future managers, officers, directors and employees of each of them (each, a “Purchaser Party”).


 


1.1.52.    Purchaser’s
Designee: as defined in Section 10.1.


 


1.1.53.    Seller:
as defined in the Preamble.


 


1.1.54.    Seller
Parties: Seller, and each and all of their respective past, present or future agents, heirs, executors, administrators, conservators,
successors, assigns, participants, direct and indirect parents, principals, subsidiaries, affiliates, related companies, shareholders,
interest holders, investors, members, managers, partners (including general and limited partners), representatives, receivers,
attorneys and beneficiaries, and each and all of the past, present and future managers, officers, directors and employees of each
of them (each, a “Seller Party”).


 


1.1.55.    Seller’s
Knowledge: as to Seller, the actual current knowledge (without investigation or the duty to investigate) of those Persons
set forth on Schedule 1.1.55. No knowledge of any other Person (including Manager and its employees) shall be imputed to
Seller.


 


1.1.56.    Survival
Date: the date that is one year after the Closing Date.


 


1.1.57.    Surviving
Obligations: as defined in Section 7.6.1.


 


1.1.58.    Tenant
Lease: as to each Hotel, any space lease, lease, license or concession agreement which provides for the use or occupancy of
space or facilities at the Hotel to which Seller or Manager is a party, including any leases or licenses for antennae and related
equipment; but excluding any booking or reservation agreement at such Hotel.


 


1.1.59.    Third-Party
Claims: as defined in Section 7.5.5.


 


1.1.60.    Transaction
Documents: collectively, this Agreement and the documents executed by Seller and Purchaser and/or Purchaser’s Designee
in connection with the transaction described in this Agreement.


 


1.1.61.    Virginia
Beach Hotel: that certain hotel commonly referred to as the Westin Virginia Beach Hotel and Conference Center, located at 4535
Commerce Street

Virginia Beach, VA 23462, and owned by Virginia Beach Hotel Owner, which is part of the condominium project commonly referred to
as Town Center Condominium 7.


 


1.1.62.    Virginia
Beach Hotel Guaranty: Guaranty of Recourse Obligations, dated December 21, 2007, by Armada/Hoffler Properties, L.L.C. and Seller
for the benefit of Virginia Beach Hotel Lender.


 




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1.1.63.        Virginia
Beach Hotel Indemnity: Permanent Loan Cross Indemnity, dated December 21, 2007, among Armada/Hoffler Properties L.L.C., Armada/Hoffler
Properties II, L.L.C., Daniel A. Hoffler, Louis S. Haddad, CHRI Virginia Beach, Seller, Hampton W Company, LLC, Hampton University,
Legacy Hospitality, LLC and VB City Hotels, LLC.


 


1.1.64.        Virginia
Beach Hotel Lender: U.S. Bank National Association, successor-in-interest to Countrywide Commercial Real Estate Financing,
Inc.


 


1.1.65.        Virginia
Beach Hotel Owner: TCA Block 7 Hotel, L.L.C., a Virginia limited liability company.


 


1.1.66.    Virginia
Beach Hotel Owner Operating Agreement: Second Amended and Restated Operating Agreement of Virginia Beach Hotel Owner, dated
January 1, 2008, between VB City Hotels LLC, Armada/Hoffler Properties II, L.L.C., CHRI Virginia Beach, Hampton W Company, LLC,
Legacy Hospitality, LLC, and TCA Block 7, Inc. (as the same may be amended or modified from time to time).


 


1.1.67.        Virtual
Data Room: Seller’s virtual data room hosted by Box at (https://app.box.com/files/0/f/879279574/Crestline).


 


1.2.        Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State
of New York (without reference to conflicts of laws principles).


 


1.3.        Captions,
Numbering and Headings. Captions, numbering and headings of Articles, Sections, Schedules
and Exhibits in this Agreement are for convenience of reference only and shall not be considered in the interpretation of this
Agreement. References in this Agreement to Articles, Sections, Schedules and Exhibits shall be deemed to be references to such
Articles, Sections, Schedules and Exhibits in this Agreement unless otherwise expressly specified.


 


1.4.        Number;
Gender. Whenever required by the context, the singular shall include the plural, the neuter
gender shall include the male gender and female gender, and vice versa.


 


1.5.        Business
Day. In the event that the date for performance of any obligation or the exercise of any
right or option under this Agreement falls on other than a Business Day, then such obligation shall be performed on the next succeeding
Business Day. For purposes of this Agreement, “Business Day” shall
mean any day other than a Saturday, Sunday or any other day on which national banks in the State of New York are not open for
business. Unless otherwise specified herein, all references herein to a “day” or “days” shall refer to
calendar days and not Business Days.


 


1.6.        Severability. In
the event that one or more of the provisions of this Agreement shall be held to be illegal, invalid or unenforceable, each
such provision shall be deemed severable and the remaining provisions of this Agreement shall continue in full force and
effect, unless this construction would operate as an undue hardship on Seller or Purchaser or would constitute a substantial
deviation from the general intent of the parties as reflected in this Agreement.


 




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1.7.        No
Oral Modifications or Waivers. No modification of this Agreement shall be valid or effective
unless the same is in writing and signed by Seller and Purchaser. No purported waiver of any of the provisions of this Agreement
shall be valid or effective unless the same is in writing and signed by the party against whom it is sought to be enforced.


 


1.8.        Exhibits.
All Schedules and Exhibits referenced in this Agreement are incorporated by this reference
as if fully set forth in this Agreement, and all references to this Agreement shall be deemed to include all such Schedules and
Exhibits.


 


1.9.        Integration.
This Agreement, all Schedules and Exhibits appended to this Agreement, the documents and
agreements referenced in this Agreement contain the entire understanding between Seller and Purchaser with respect to the sale
of the Interests, and are intended to be a full integration of all prior or contemporaneous agreements, conditions, understandings
or undertakings between Seller and Purchaser with respect thereto. There are no promises, agreements, conditions, undertakings,
understandings, warranties or representations, whether oral, written, express or implied, between Seller and Purchaser with respect
to the sale of the Interests other than as are expressly set forth in this Agreement, the Schedules and Exhibits appended to this
Agreement, the documents and agreements referenced in this Agreement and the Confidentiality Agreement.


 


1.10.      No
Construction Against Drafter. This Agreement has been negotiated and prepared by Seller
and Purchaser and their respective attorneys and, should any provision of this Agreement require judicial interpretation, the
court interpreting or construing such provision shall not apply the rule of construction that a document is to be construed more
strictly against one party.


 


1.11.      Including.
The term “including,” and variants thereof, shall mean “including without
limitation.”


 


ARTICLE
2. SALE OF INTERESTS


 


2.1.        Sale
and Purchase. Subject to and in accordance with the terms of this Agreement, Seller shall
sell to Purchaser, and Purchaser shall purchase from Seller, the Interests.


 


2.2.        Purchase
Price.


 


2.2.1.      The
purchase price (“Purchase Price”) for the sale and purchase of the Interests shall be Five Million and 00/100
Dollars ($5,000,000.00), subject to the debits and credits described in ARTICLE
9.


 


2.2.2.      At
the Closing, Purchaser shall pay the Purchase Price, subject to the debits and credits described in ARTICLE
9, by Purchaser’s execution of a promissory note in the form attached hereto as Exhibit B (the “Promissory
Note”).


 




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2.3.        Allocation
of Purchase Price. The Purchase Price shall be allocated among the Interests
as set forth on Schedule 2.3 and each party agrees to file any federal, state and local tax returns consistent with such
allocation agreed upon between the parties. The provisions of this Section 2.3 shall survive Closing indefinitely.


 


ARTICLE
3. SELLER’S REPRESENTATIONS AND WARRANTIES


 


(A)         Seller,
hereby represents and warrants to Purchaser as follows:


 


3.1.        Good
Standing. Seller is duly organized, validly existing and in good standing under the laws
of the state of its organization, and has all requisite limited liability company power and authority to conduct the business
in which it is now engaged.


 


3.2.        Due
Authorization. The execution, delivery and performance of this Agreement by Seller and
the consummation by Seller of the transactions contemplated by this Agreement will have been duly and validly authorized by all
requisite actions of Seller. Assuming the due execution and delivery of this Agreement by Purchaser, this Agreement constitutes
the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.


 


3.3.        No
Violations. The execution, delivery and performance of this Agreement by Seller and the
consummation by Seller of the transactions contemplated by this Agreement will not:  (i) violate any Legal Requirement
or any order of any court or governmental authority that is binding on Seller; (ii) subject to the fulfillment of the requirements
set forth in Sections 5.6, result in a breach of or default under any material contract or other agreement to which Seller is
a party, or (iii) result in a breach of or default under any provision of the organizational documents of Seller.


 


3.4.        Bankruptcy.
Seller is not the subject debtor under any federal, state or local bankruptcy or insolvency
proceeding, or any other proceeding for dissolution, liquidation or winding up of its assets.


 


3.5.        Litigation.
Except as set forth in Schedule 3.5, to Seller’s Knowledge, there are no Actions
pending before any court or governmental authority or threatened against Seller (not including Actions filed with insurance companies,
or litigation that is being defended by insurance companies), an adverse determination of which would materially adversely affect
(i) the financial condition of Seller, or (ii) Seller’s ability to enter into or perform under this Agreement.


 


3.6.        Terrorist
Organizations Lists. Seller is not acting, directly or, to Seller’s Knowledge, indirectly,
for or on behalf of any Person named by the United States Treasury Department as a Specifically Designated National and Blocked
Person, or for or on behalf of any Person designated in Executive Order 13224 as a Person who commits, threatens to commit,
or supports terrorism. Seller is not engaged in the transaction contemplated by this Agreement directly or indirectly on behalf
of, or facilitating such transaction directly or indirectly on behalf of, any such Person.


 


3.7.        Brokers.
No broker, finder or similar consultant has acted on behalf of Seller Parties in connection with this Agreement or the transaction
contemplated by this Agreement.


 




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3.8.        No
Lien. Seller owns the Interests free and clear of any security interest, lien, pledge, purchase option, charge or other encumbrance.


 


(B)        As to each
Hotel, Seller hereby represents and warrants to Purchaser as follows:


 


3.9.        Violations
of Law. Neither Seller nor, to Seller’s Knowledge, Manager or the applicable Property
Owner has received any written notice from any governmental authority alleging a violation of any Legal Requirement that has not
been corrected.


 


3.10.      Condemnation.
Neither Seller nor, to Seller’s Knowledge, Manager or the applicable Property Owner,
has received any written notice of any pending or threatened condemnation actions with respect to such Hotel.


 


3.11.      Environmental
Matters. Schedule 3.11 accurately identifies each Environmental Report of which
Seller has a copy (the “Environmental Reports”) and to Seller’s
Knowledge, Purchaser has been provided with a true, correct and complete copy of each such Environmental Report. To Seller’s
Knowledge, other than as set forth in the Environmental Reports, and other than (i) Hazardous Substances used in the ordinary
course of maintaining and cleaning such Hotel in commercially reasonable amounts, and (ii) Hazardous Substances used as fuels,
lubricants or otherwise in connection with vehicles, machinery and equipment located at such Hotel in commercially reasonable
amounts, no Hazardous Substances are present on or in such Hotel. To Seller’s Knowledge, the Hazardous Substances described
in the foregoing clauses (i) and (ii) are being used and disposed of in compliance with all Environmental Laws.


 


PURCHASER ACKNOWLEDGES THAT (1)
PURCHASER HAS RECEIVED COPIES OF THE ENVIRONMENTAL REPORTS LISTED ON SCHEDULE 3.11 WITHOUT REPRESENTATION OR WARRANTY, AND
(2) IF SELLER DELIVERS ANY ADDITIONAL ENVIRONMENTAL REPORTS TO PURCHASER, PURCHASER WILL PROMPTLY UPON RECEIPT THEREOF BE DEEMED
TO HAVE ACKNOWLEDGED IN WRITING THAT IT HAS RECEIVED SUCH REPORTS WITHOUT REPRESENTATION OR WARRANTY. SELLER SHALL HAVE NO LIABILITY
OR OBLIGATION WHATSOEVER FOR ANY INACCURACY IN OR OMISSION FROM ANY ENVIRONMENTAL REPORT. SUBJECT TO ANY CONSENT PURCHASER MAY
RECEIVE FROM THE PREPARER OF ANY SUCH ENVIRONMENTAL REPORT THAT PURCHASER MAY RELY ON SUCH ENVIRONMENTAL REPORT, PURCHASER SHALL
HAVE NO CLAIMS AGAINST THE PREPARER OF ANY ENVIRONMENTAL REPORT PROVIDED BY SELLER. PURCHASER HAS CONDUCTED ITS OWN INVESTIGATION
OF THE ENVIRONMENTAL CONDITION OF THE HOTEL TO THE EXTENT PURCHASER DEEMS SUCH AN INVESTIGATION TO BE NECESSARY OR APPROPRIATE.


 


3.12.      Contracts.
Schedule 3.12 accurately identifies each Contract currently in full force and effect
at such Hotel of which Seller has a copy and to Seller’s Knowledge, Purchaser has been provided with a true, correct and
complete copy of each such Contract. To Seller’s Knowledge, there is no default or set of circumstances which but for the
passage of time would result in a default under any Contract by the applicable Property Owner or any third party.


 




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3.13.      Tenant
Leases. Schedule 3.13 accurately identifies each Tenant Lease currently in full
force and effect at such Hotel of which Seller has a copy and to Seller’s Knowledge, Purchaser has been provided with a
true, correct and complete copy of each such Tenant Lease as received by it from Manager.


 


3.14.      Employees.
Seller has no employees who are employees of such Hotel and, to Seller’s Knowledge,
neither Property Owner has any employees who are employees of the applicable Hotel.


 


3.15.      Financial
Information. Seller has provided to Purchaser a correct and complete copy of the unaudited
annual operating statement for the 2013 Fiscal Year for such Hotel as received by it from the Company or the Manager (the “Financial
Statement”). To Seller’s Knowledge, such Financial Statement was prepared by
the Manager in accordance with the accounting standards set forth in the Management Agreement and fairly present the operations
of such Hotel for the periods covered. Seller shall also provide to Purchaser financial statements of CHRI Blacksburg and CHRI
Virginia Beach that were prepared by Blacksburg Hotel Owner and Virginia Beach Hotel Owner, respectively, with corrections made
thereto by Seller.


 


3.16.      Licenses
and Permits. To Seller’s Knowledge, each Property Owner (or, to the
extent permissible and applicable, Manager on Property Owner’s behalf) owns or possess all of the licenses, permits and
entitlements required by any governmental authority for the operation and ownership of the applicable Hotel as currently conducted
and all such Licenses and Permits are unexpired and are in full force and effect. To Seller’s Knowledge, no Property Owner
or Manager has received written notice from any governmental authority that (i) the Licenses and Permits necessary for the operation
and ownership of the applicable Hotel as it is currently operated are not in full force and effect, or (ii) that there has been
any uncured violation of any such Licenses and Permits. Seller has provided to Purchaser true, correct, and complete copies of
all of the Licenses and Permits (of which Seller has a copy) issued by any governmental authority necessary to operate, maintain
and use such Hotel as it is currently operated, including Licenses and Permits relative to the handling of Hazardous Substances.


 


ARTICLE
4. PURCHASER’S REPRESENTATIONS AND WARRANTIES


 


Purchaser
hereby represents and warrants to Seller as follows:


 


4.1.        Good
Standing. Purchaser is duly organized, validly existing and in good standing under the
laws of the state of its organization, and has full power and authority to conduct the business in which it is now engaged.


 


4.2.        Due
Authorization. The execution, delivery and performance of this Agreement by Purchaser
and the consummation by Purchaser of the transactions contemplated by this Agreement have been duly and validly authorized by
all requisite actions of Purchaser and its partners, members, board of directors, board of managers, trustees or other Persons,
as applicable. Assuming the due execution and delivery of this Agreement by Seller, this Agreement constitutes the valid and binding
obligation of Purchaser, enforceable against Purchaser in accordance with its terms.


 




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4.3.        No
Violations. The execution, delivery and performance of this Agreement by Purchaser and
the consummation by Purchaser of the transactions contemplated by this Agreement will not:  (i) violate any Legal
Requirement or any order of any court or governmental authority that is binding on Purchaser; (ii) result in a breach of
or default under any contract or other agreement to which Purchaser is a party, or (iii) result in a breach of or default
under any provision of the organizational documents of Purchaser.


 


4.4.        Bankruptcy.
Purchaser is not the subject debtor under any federal, state or local bankruptcy or insolvency
proceeding, or any other proceeding for dissolution, liquidation or winding up of its assets.


 


4.5.        Litigation.
There are no Actions pending or, to Purchaser’s knowledge, threatened against Purchaser
before any court or governmental authority, an adverse determination of which would materially adversely affect (i) the financial
condition of Purchaser, or (ii) Purchaser’s ability to enter into or perform this Agreement.


 


4.6.        No
Other Relationships; Brokers. No broker, finder or similar consultant
has acted on behalf of any of the Purchaser Parties in connection with this Agreement or the transaction contemplated by this
Agreement.


 


4.7.        Terrorist
Organizations Lists. Purchaser is not acting, directly or indirectly,
for or on behalf of any Person named by the United States Treasury Department as a Specifically Designated National and Blocked
Person, or for or on behalf of any Person designated in Executive Order 13224 as a Person who commits, threatens to commit,
or supports terrorism. Purchaser is not engaged in the transaction contemplated by this Agreement directly or indirectly on behalf
of, or facilitating such transaction directly or indirectly on behalf of, any such Person.


 


ARTICLE
5. ACTIONS PENDING CLOSING


 


5.1.        Additional
Due Diligence.


 


5.1.1.      Seller
shall use commercially reasonable efforts to cooperate with Purchaser’s continued due diligence of the Interest and the Hotels;
provided, however, that Purchaser shall have no right to terminate this Agreement, nor a right of set-off or reduction of the Purchase
Price, as a result of such diligence.


 


5.1.2.      Seller
shall continue to make or cause to be made available to Purchaser for inspection and copying all books, records and files of Seller
related to the Interests and the Hotels (other than the Confidential Materials). Any inspection of such books, records and files
shall be during regular business hours and upon reasonable prior notice to Seller. Seller makes no representation or warranty with
respect to the accuracy or completeness of such books, records and files.


 


5.1.3.      Seller
shall continue to use commercially reasonable efforts to (a) obtain and provide Purchaser with any due diligence matters related
to the Hotels that Purchaser reasonably requests, and (b) otherwise facilitate communication between Purchaser and each Property
Owner (subject to the satisfaction of any requirements or conditions of Property Owner prior to granting Purchaser access to its
Hotel or any Hotel materials).


 




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5.1.4.      Upon
any termination of this Agreement, Purchaser shall promptly: (i) deliver to Seller all books, records and files (and all copies
thereof) and other information obtained by Purchaser pursuant to this Section 5.1, and (ii) destroy all memoranda, notes and
other writings prepared by Purchaser (or its representatives, agents or contractors) and containing any information described in
the foregoing clause (i).


 


5.1.5.      Purchaser’s
obligations under this Section 5.1 shall survive the Closing or termination of this Agreement indefinitely.


 


5.2.        Covenants.
Prior to the Closing, unless Purchaser consents otherwise, which consent will not be unreasonably
withheld, conditioned or delayed:


 


5.2.1.      Seller
shall not assign, sell, transfer or otherwise dispose of all or any portion of the Interests, and shall not grant a security interest,
lien, pledge, charge or other encumbrance upon all or any portion of any Interests.


 


5.2.2.      Seller
shall not cause CHRI Blacksburg or CHRI Virginia Beach to: (i) exercise any of its rights under the Property Owner Operating Agreements
(including any right to approve or disapprove any action taken by such Property Owner), or (ii) agree to amend or otherwise modify
the Property Owner Operating Agreements.


 


5.3.        Updates
to Representations. Prior to the Closing, Seller and Purchaser shall each promptly notify
the other in writing if it becomes aware of any fact or condition that is inconsistent with any of Seller’s representations
or warranties under this Agreement. Such representations and warranties shall automatically be deemed modified to reflect (a)
all information actually known to Purchaser prior to the Contract Date, and (b) the following information, which shall be deemed
to be known to Purchaser: (x) information included prior to the Contract Date in the Virtual Data Room or otherwise delivered
to Purchaser, (y) information related to any physical condition affecting any Hotel that existed prior to the Contract Date, and
(z) any matters existing as of the Contract Date.


 


5.4.        Satisfaction
of Conditions. Prior to the Closing, Seller and Purchaser shall each use good faith,
commercially reasonable efforts to satisfy the conditions to the Closing set forth in ARTICLE
6.


 


5.5.        Liquor
License. Promptly following the Contract Date, Seller shall work with
each Property Owner, with any reasonably necessary out-of-pocket expenses being shared equally between the parties, to prepare
and deliver all filings or notices due, or consents required under any Legal Requirements for the continued sale of alcoholic
beverages at each Hotel from and after the Closing Date consistent with the practices and procedures in effect as of the Contract
Date (collectively, “Liquor Licenses”).
Seller shall keep Purchaser informed of the status of such items and shall promptly respond to Purchaser’s inquiries regarding
the status of the same. Purchaser shall provide Seller with all information and materials as may be required in connection with
the foregoing.


 




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5.6.         Consent
of Franchisor. As to each Hotel, Seller, with any reasonably necessary out-of-pocket expenses being shared equally between
the parties, shall use commercially reasonable efforts to work with the Property Owners to make all necessary applications for,
and diligently pursue, the consent of each Franchisor to the transactions contemplated by this Agreement (each, a “Franchisor
Consent”). Purchaser shall provide Seller with all information and materials as may be required by each Franchisor.
Seller shall keep Purchaser informed of the status of such applications, and shall promptly respond to Purchaser’s inquiries
regarding the status of the same.


 


5.7.         Schedules.Within
ten (10) days of the date hereof, Seller and Purchaser shall agree on Schedules 1.1.90, 2.3, 3.5, 3.9, 3.10 and 3.16 to this Agreement,
following which Seller and Purchaser shall enter into an amendment to this Agreement attaching the same.


 


ARTICLE
6. CONDITIONS TO CLOSING


 


6.1.         Purchaser’s
Conditions to Closing. The obligation of Purchaser to consummate the Closing shall be subject
to the satisfaction of each of the following conditions, any or all of which may be waived in whole or in part by Purchaser:


 


6.1.1.    Each
of Seller’s representations and warranties set forth in this Agreement (as deemed to have been modified by the second sentence
of Section 5.3) shall be true and correct in all material respects as of the Closing Date (provided that if any representation
and warranty speaks as of a particular date or period, it will continue to speak as of such date or period). An inaccuracy in Seller’s
representations and warranties shall be deemed to be material if it (a) materially adversely affects Seller’s ability to
proceed to the Closing under this Agreement, or (b) requires a modification to Seller’s representations and warranties that,
in the aggregate with all such modifications or updates, has a material adverse effect on the value of the Interests.


 


6.1.2.    Seller
shall have performed all of its material obligations under this Agreement required to have been performed at or prior to the Closing.


 


6.1.3.    At
or prior to Closing, each Franchisor shall have consented to the transactions contemplated by this Agreement and any conditions
to such consent have been satisfied.


 


6.2.         Failure
of Purchaser’s Condition. In the event of the failure of any condition set forth in
Section 6.1, Purchaser, at its sole election, may (i) terminate this Agreement, (ii) waive the condition and proceed
to the Closing, or (iii) extend the Closing Date for such additional period of time (not to exceed the Outside Closing Date)
as may be reasonably required to allow such condition to be satisfied. Nothing set forth in this Section 6.2 shall affect Purchaser’s
rights or remedies under Section 8.2 with respect to any breach of this Agreement by Seller.


 


6.3.         Seller’s
Conditions to Closing. The obligation of Seller to consummate the Closing shall be subject
to the satisfaction of each of the following conditions, any or all of which may be waived in whole or in part by Seller:


 


6.3.1.    Each
of Purchaser’s representations and warranties set forth in this Agreement shall be true and correct in all material respects
as of the Closing Date.


 




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6.3.2.    Each
of Purchaser’s representations and warranties set forth in this Agreement shall be true and correct in all material respects
as if made by Purchaser’s Designee as of the Closing Date.


 


6.3.3.    Purchaser
shall have performed all of its material obligations under this Agreement required to have been performed at or prior to the Closing.


 


6.3.4.    Closing
shall have occurred or occur simultaneously with the Closing under the Asset Purchase and Sale Agreement.


 


6.3.5.    At
or prior to Closing, each Franchisor shall have consented to the transactions contemplated by this Agreement and any conditions
to such consent have been satisfied.


 


6.4.        Failure
of Seller’s Condition. In the event of the failure of any condition precedent set
forth in Section 6.3, Seller, at its sole election, may (i) terminate this Agreement, (ii) waive the condition and proceed
to the Closing, or (iii) extend the Closing Date for such additional period of time (not to exceed the Outside Closing Date)
as may be reasonably required to allow Purchaser to satisfy such condition. Nothing set forth in this Section 6.4 shall affect
Seller’s rights or remedies under Section 8.1 with respect to any breach of this Agreement by Purchaser.


 


ARTICLE
7. CLOSING


 


7.1.        Closing.


 


7.1.1.    The
Closing shall be held on the earlier of (x) the date mutually agreed to by the parties, or (y) the Outside Closing Date. Notwithstanding
anything in this Agreement to the contrary, including, but not limited to, the requirement in Section
6.3.4., the Closing may be bifurcated in accordance with Section 7.1.1 of the Asset Purchase and Sale Agreement.


 


7.1.2.    The
Closing shall be conducted through an escrow with Escrow Agent, and Seller and Purchaser shall execute (or cause their counsel
to execute) such additional instructions to Escrow Agent as may be required in connection therewith. The parties shall deposit
documents and funds with Escrow Agent such that the Closing is consummated no later than 4:00 p.m. Eastern Time on the Closing
Date.


 


7.2.        Seller’s
Closing Deliveries. At or prior to the Closing (except as otherwise expressly provided below),
Seller shall deliver or cause to be delivered to Escrow Agent the following:


 


7.2.1.    The
Assignment and Assumption of Interests, duly executed by Seller and dated as of the Closing Date.


 


7.2.2.    The
Indemnity Agreement, duly executed by Seller and dated as of the Closing Date.


 




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7.2.3.    A
certificate, duly executed by Seller, confirming that its representations and warranties set forth in this Agreement are correct
as if made on the Closing Date (or noting any exceptions and as the same are deemed to have been modified by the second sentence
of Section 5.3).


 


7.2.4.    For
Seller, a secretary’s certificate, incumbency certificate, resolutions, organizational documents and such other documents
and instruments as are customary and as may be reasonably requested by Purchaser or Escrow Agent to effectuate the transactions
contemplated by this Agreement.


 


7.3.         Purchaser’s
Closing Deliveries. At or prior to the Closing, Purchaser shall deliver to Escrow Agent
the following:


 


7.3.1.    The
Assignment and Assumption of Interests, duly executed by Purchaser (or Purchaser’s Designee) and dated as of the Closing
Date.


 


7.3.2.    The
Indemnity Agreement, duly executed by Purchaser (or Purchaser’s Designee) and dated as of the Closing Date.


 


7.3.3.    A
certificate, duly executed by Purchaser, confirming that its representations and warranties set forth in this Agreement are
correct as if made on the Closing Date (or noting any exceptions)


 


7.3.4.    A
certificate from Purchaser’s Designee, duly executed by Purchaser’s Designee, confirming that Purchaser’s
representations and warranties set forth in the Agreement are correct as if made by Purchaser’s Designee on the Closing Date
(or noting any exceptions).


 


7.3.5.    The
Promissory Note, duly executed and acknowledged by Purchaser and dated as of the Closing Date.


 


7.3.6.    Copies
of Purchaser’s and Purchaser’s Designee’s secretary’s certificate, incumbency certificate, resolutions,
organizational documents and such other documents and instruments as are customary and as may be reasonably requested by Seller
or Escrow Agent to effectuate the transactions contemplated by this Agreement.


 


7.4.         Closing
and Other Costs.


 


7.4.1.    Seller
and Purchaser shall each bear its own counsel’s fees and expenses in connection with the transactions described in this Agreement.


 


7.4.2.    Purchaser
shall pay all costs of Purchaser’s due diligence investigations of the Interests and the Hotels.


 


7.4.3.    All
other costs and expenses incident to this transaction and the Closing hereof and not specifically set forth in this Section 7.4
or elsewhere in this Agreement shall be paid by Seller and Purchaser in a manner consistent with custom for similar transactions
in the city where the Hotel is located.


 




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7.4.4.    The
provisions of this Section 7.4 shall survive the Closing indefinitely.


 


7.5.        Indemnification.


 


7.5.1.    From
and after the Closing, Seller shall indemnify the Purchaser Parties, and shall hold Purchaser Parties harmless from and against,
any and all Damages paid or incurred by Purchaser Parties due to (i) any breach of any representation or warranty made by
Seller in this Agreement or any other Transaction Document executed by Seller, and (ii) any breach of any covenant to be performed
from and after the Closing by Seller pursuant to this Agreement or any other Transaction Document executed by Seller. Notwithstanding
anything to the contrary in this Agreement, the obligations of Seller under this Section 7.5.1 shall not extend to any special,
incidental, consequential or punitive damages, lost profits or business interruption.


 


7.5.2.    Subject
to any express provisions of this Agreement to the contrary, from and after the Closing, Purchaser shall indemnify the Seller Parties,
and shall hold Seller Parties harmless from and against, any and all damages paid or incurred by Seller Parties due to (i) any
breach of any representation or warranty made by Purchaser or Purchaser’s Designee in this Agreement or any other Transaction
Document executed by Purchaser or Purchaser’s Designee, (ii) any breach of any covenant to be performed from and after
the Closing by Purchaser or Purchaser’s Designee pursuant to this Agreement or any other Transaction Document executed by
Purchaser or Purchaser’s Designee, and (iii) any obligations with respect to which Purchaser receives a credit at the
Closing, to the extent of such credit.


 


7.5.3.    Notwithstanding
anything to the contrary in this Agreement or any other provision of any Transaction Document to the contrary, Seller shall have
no obligation to indemnify, defend or hold harmless the Purchaser Parties with respect to (i) any Damages arising out of the
alleged presence at, or release or disposal from a Hotel of any Hazardous Substance, or the alleged violation of any Environmental
Laws, (ii) any Damages arising out of a violation of any Legal Requirement with respect to the physical condition, maintenance
or improvement of a Hotel (including zoning and building codes and the Americans with Disabilities Act), or (iii) any Damages
arising out of the state of the physical condition, maintenance or improvement of a Hotel, except (in the case of this clause (iii) only)
any Damages for the death of or injury to third parties, or damage to property other than such Hotel occurring prior to the Closing
Date.


 


7.5.4.    Notwithstanding
anything to the contrary in this Agreement, the aggregate liability of Seller under Section 7.5.1 shall not exceed an amount
equal to five percent (5%) of the Purchase Price except for liability based upon actual fraud on the part of Seller. Further notwithstanding
anything to the contrary in this Agreement, no Seller shall have any liability to Purchaser Parties under Section 7.5.1, except
to the extent that the aggregate of all Damages paid or incurred by Purchaser Parties (and but for this sentence would be paid
by all Seller, in the aggregate, pursuant to Section 7.5.1) as described in Section 7.5.1 exceeds an amount equal to $50,000.00,
and where the aggregate of all Damages paid or incurred by Purchaser Parties exceeds an amount equal to $50,000.00, Seller shall
pay only the Damages in excess of $50,000.00).


 




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7.5.5.    A
party entitled to indemnification under this Agreement (an “Indemnified Party”) shall promptly notify the party
that is required to provide such indemnification (the “Indemnifying Party”) in writing of any Claim which may
give rise to the right to indemnification hereunder; provided, however, that failure to timely give the notice provided in this
Section 7.5.5 shall not release, waive or otherwise affect the Indemnifying Party’s obligations under this Section 7.5.5
with respect thereto, except to the extent that the Indemnifying Party is prejudiced as a result of such failure.  The Indemnified
Party shall not admit any liability with respect to, or settle, compromise or discharge any Third-Party Claim covered by this Section
7.5.5 without the prior written consent (which shall not be unreasonably withheld, delayed or conditioned) of the Indemnifying
Party.  The Indemnifying Party shall have the right, with the consent of the Indemnified Party (which shall not be unreasonably
withheld, delayed or conditioned), to settle any Claim giving rise to indemnity hereunder resulting from or arising out of any
Claim or Action by a Person other than the Indemnified Party (a “Third-Party Claim”) which is susceptible to
being settled, provided that the Indemnified Party shall have no obligation of any kind to consent to any settlement of such Third-Party
Claim unless such settlement (a) is for money damages only, the full amount of which shall be paid by the Indemnifying Party, (b)
includes, as a condition thereof, an express, unconditional release of the Indemnified Party from any liabilities for Damages or
other obligations with respect to such Third-Party Claim, and (c) would not reasonably be expected to have an adverse impact on
the Indemnified Parties.  In connection with a Third-Party Claim, the Indemnifying Party may, at its sole cost and expense,
upon written notice to the Indemnified Party received by the Indemnified Party within ten (10) calendar days after receipt of notice
of such Third-Party Claim by the Indemnifying Party, assume the defense of any such Third-Party Claim or Action with counsel reasonably
acceptable to the Indemnified Party.  Notwithstanding the foregoing, the Indemnifying Party shall not have the right to assume
control of such defense, and shall pay the fees and expenses of counsel retained by the Indemnified Party, if such Third-Party
Claim which the Indemnifying Party seeks to assume control (i) seeks non-monetary relief, (ii) involves criminal or quasi-criminal
allegations, (iii) involves a Claim which, if adversely determined, could be reasonably expected to establish a precedent,
custom or practice adverse to the continuing business interests or prospects of the Indemnified Party, or (iv) involves a Claim
that, in the good faith judgment of the Indemnified Party, the Indemnifying Party has failed or is failing to prosecute or defend
vigorously or that creates a conflict for the Indemnifying Party.  Other than as provided in the immediately preceding sentence,
after assumption of the defense of any Claim as aforesaid, the Indemnifying Party shall not be liable to the Indemnified Party
for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party in connection with
the defense thereof.  The Indemnified Party shall be entitled to participate in (but not control) the defense of any such
Action with its own counsel and at its own expense (except as otherwise provided in this Section 7.5.5), and shall be entitled
to any and all information and documentation relating thereto.  If the Indemnifying Party does not assume the defense of any
such Claim or Action resulting therefrom in accordance with the terms hereof or fails to pursue such defense with diligence, the
Indemnified Party may, at the expense of the Indemnifying Party and upon prior written notice to the Indemnifying Party (with reasonable
opportunity for the Indemnifying Party to assume such defense, subject to the terms of this Section 7.5.5), defend against such
Claim or Action in such manner as it reasonably may deem appropriate.  The Indemnified Party will cooperate reasonably with
the Indemnifying Party in their respective efforts to conduct or resolve such matters, including by making available to the Indemnifying
Party relevant documents and witnesses.  The Indemnified Party and the Indemnifying Party shall keep each other informed of
all settlement negotiations with third parties and of the progress of any litigation with third parties. The Indemnified Party
and the Indemnifying Party shall permit each other reasonable access to books and records and shall otherwise cooperate with all
reasonable requests of each other in connection with any indemnifiable matter resulting from a Claim by a third Person. Notwithstanding
the foregoing, the parties shall have no obligation to share information or documents that are subject to applicable privileges
unless counsel to the disclosing party is satisfied that disclosure can be made in such a manner as to preserve such privileges.


 




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7.5.6.    From
and after the Closing, except as otherwise expressly set forth in any Transaction Document executed by the party to be charged,
the indemnification provisions in this Section 7.5 shall be the exclusive remedies of Seller and Purchaser in connection with any
of the matters described in this Section 7.5, the transactions described in this Agreement and in the other Transaction Documents
and/or relating to the Interests (or any Hotel), and each party hereby waives and releases any other rights or remedies it may
have under applicable law or at equity in connection therewith. This Section 7.5.6 shall survive the Closing indefinitely.


 


7.6.     
  Survival and other Limitations.


 


7.6.1.    The
Closing shall be deemed a full satisfaction by Seller and Purchaser of all of their respective obligations and covenants under
this Agreement and under the other Transaction Documents (other than the Surviving Obligations). Except for the Surviving Obligations,
all other obligations of Seller and Purchaser under this Agreement shall be deemed to terminate immediately upon the Closing. As
used herein, “Surviving Obligations” shall mean the representations and warranties made by Purchaser and Seller
under this Agreement and under the other Transaction Documents executed by them and those other covenants, duties and obligations
(including any indemnity obligations) of Seller or Purchaser under this Agreement and under the other Transaction Documents executed
by them that are expressly stated herein or therein to survive the Closing.


 


7.6.2.    With
respect the Surviving Obligations, and in all events subject to the provisions of Section 7.5,


 


7.6.2.1.          all
representations and warranties made by Seller and Purchaser set forth in this Agreement and/or in any of the other Transaction
Documents shall survive the Closing until the Survival Date, and any Action (including any claim or demand for indemnification)
on any such representation or warranty must be instituted on or before the Survival Date.


 


7.6.2.2.          all
other Surviving Obligations that are expressly stated to survive the Closing indefinitely or for a specific period of time beyond
the Closing shall survive indefinitely or for such other specified time period, as applicable, and to the extent any such other
Surviving Obligation is stated expressly to survive the Closing for a specified period of time (i.e., other than indefinitely),
any Action (including any claim or demand for indemnification) thereon must be instituted on or before the expiration of the stated
survival period therefor; provided, however, that notwithstanding anything in this Agreement or the other Transaction Documents
to the contrary, any Action (including any claim or demand for indemnification) that is based upon the obligations of Seller under
clause (ii) of Section 7.5.1 must be instituted on or before the Survival Date, and Purchaser waives and releases any right to
bring any Action (including any claim or demand for indemnification) thereunder after such date.


 




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7.6.3.    Notwithstanding
any other provision of this Agreement, if at or prior to the Closing Purchaser obtains actual knowledge (including by way of the
certificate delivered by Seller at the Closing pursuant to Section 7.2.3) that any representation or warranty of Seller under this
Agreement (as the same is deemed to have been modified by the second sentence of Section 5.3) is inaccurate in any respect, but
nonetheless proceeds to the Closing, Purchaser shall be deemed to have waived any right to make a Claim arising out of such inaccuracy,
and Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified to reflect
all such matters actually known to Purchaser. Notwithstanding anything to the contrary in this Agreement, in no event shall Seller
be liable to Purchaser for any Damages, or be deemed to be in default hereunder by reason of any breach of a representation or
warranty which results from any change that (a) occurs between the Effective Date and the Closing, and (b) is expressly permitted
under the terms of this Agreement or is beyond the reasonable control of Seller to prevent. The occurrence of a change in a representation
and warranty may, however, result in the failure of the condition set forth in Section 6.1.1, subject to the terms thereof.


  


ARTICLE
8. DEFAULT, REMEDIES


 


8.1.         Purchaser’s
Default. If Purchaser defaults in its obligation to proceed to the Closing in accordance
with this Agreement, or if any condition set forth in Section 6.3.1, 6.3.2 6.3.3 or 6.3.4 is not satisfied and Seller elects not
to proceed to the Closing, and in any such default is not cured and/or such condition is not satisfied within five (5) days after
Seller has given Purchaser written notice of the same, then Seller, as its sole and exclusive remedy, shall have the right to
exercise all rights and remedies available to it or its affiliates under that certain Amended and Restated Limited Liability Company
Agreement of Crestline Hotels & Resorts, LLC, dated August 31, 2013 (as the same may be amended or otherwise modified from
time to time).


 


8.2.         Seller’s
Default.


 


8.2.1.     Except
as provided in Section 8.2.2 below, if Seller defaults in its obligation to proceed to the Closing in accordance with this Agreement,
or if any condition set forth in Sections 6.1.1 or 6.1.2 is not satisfied and Purchaser elects not to proceed to the Closing, and
if such default is not cured and/or such condition is not satisfied within five (5) days after Purchaser has given Seller written
notice of the same, then Purchaser shall be entitled, as its sole remedy, to recover from Seller, Purchaser’s actual, verifiable
out-of-pocket due diligence costs incurred in connection with the transaction contemplated by this Agreement, provided that, as
to each Interest, in no event shall the amount of such out-of-pocket costs (including reasonable attorney’s fees) exceed
in the aggregate Fifty Thousand Dollars ($50,000). Upon receipt of the foregoing, this Agreement shall terminate and neither party
shall have any further obligations or liabilities to the other party under this Agreement, except for obligations that expressly
survive termination of this Agreement.


 




    	19



    	 



    

 


8.2.2.     Notwithstanding
the provisions of Section 8.2.1, if (a) Seller shall willfully and intentionally refuse or fail to convey the Interests as
provided in this Agreement for any reason other than any provision of this Agreement that (i) permits Seller to terminate
this Agreement, (ii) relieves Seller of the obligation to convey the Interests or (iii) conditions Seller’s obligation
to convey the Interests and such condition has not been satisfied, and (b) Purchaser has (i) waived all conditions to Closing
for the benefit of Purchaser under this Agreement (other than the conditions set forth in Sections 6.1.1 or 6.1.2), (ii) has
delivered to Escrow Agent the documents, instruments and other items required to be delivered by Purchaser at the Closing, together
with an unconditional written instruction to proceed to the Closing, and (iii) Seller thereafter fails or refuses to deliver
to Escrow Agent within three (3) Business Days thereafter the documents and instruments required to be delivered by Seller at the
Closing, then Purchaser may, in lieu of exercising the remedy provided for in Section 8.2.1 (but not in addition thereto), commence
appropriate legal proceedings seeking to enforce Seller’s obligation to convey the Interests through specific performance,
provided that no such proceeding for specific performance shall require Seller to do any of the following (unless otherwise
expressly required of Seller by this Agreement) secure any permit, approval, consent or other agreement or instrument from any
third party not affiliated with Seller with respect to the Interests or a Hotel or Seller’s conveyance of such Interests;
and, provided further, that the remedy provided for in this Section 8.2.2 shall be available to Purchaser only if
Purchaser commences such proceeding within not more than thirty (30) calendar days after the later of (x) the expiration of the
three (3) Business Day period referred to above and (y) the date of the alleged act upon which Purchaser’s proceeding is
predicated becomes known to Purchaser.


 


8.2.3.    Notwithstanding
anything to the contrary contained herein, Purchaser hereby waives any right to recover Damages (whether actual, consequential,
punitive or other), or, except as expressly provided in Section 8.2.2, to seek specific performance or other equitable relief,
as a result of any breach or default by Seller under this Agreement, except for the indemnified matters described in Section 7.5.1
following the Closing.


 


ARTICLE
9. PRORATIONS


 


9.1.          Prorations
.


 


9.1.1.    Prior
to Closing, Seller shall not cause or permit either Company to make a distribution to Seller.


 


9.1.2.    Any
distribution (each, a “Distribution”) of Net Cash Flow (as defined in the applicable Property Owner Operating
Agreement) (“Net Cash Flow”) to a Company for the operating year during which the Closing occurs (the “Closing
Year”), regardless of when made, with respect to the period prior to the Apportionment Time shall be for the account
of Seller and with respect to the period after the Apportionment Time shall be for the account of Purchaser. Any distribution of
Net Cash Flow to a Company for (x) an operating year prior to the Closing Year shall be for the account of Seller, and (y) an operating
year after the Closing Year shall be for the account of Purchaser. For the avoidance of doubt, distributions of amounts other than
Distributions of Net Cash Flow shall be retained by the Companies for the account of Purchaser, and shall not be subject to proration.


 




    	20



    	 



    

  


9.1.3.    Within
one (1) Business Day following the date on which each Company actually receives a Distribution of Net Cash Flow for the Closing
Year, Purchaser shall prepare and issue to Seller a report showing the amount of such Distribution and the appropriate proration
thereof ( the “Proration Report”). The Parties shall come to a final determination of the accuracy of the Proration
Report within five (5) days after the issuance of the Proration Report. Within two (2) Business Days after such final determination,
Purchaser shall pay to Seller its share of such Distribution in immediately available funds.


 


9.2.        Interest
If Purchaser shall fail to pay any amount due by it pursuant to this ARTICLE 9 by the date the same is due and payable, interest
shall accrue on the unpaid portion at the rate of 10% per annum until paid in full.


 


9.3.        Survival.
This ARTICLE 9 shall survive the Closing until the Survival Date.


 


ARTICLE
10. MISCELLANEOUS


 


10.1.      Assignment.
Neither Seller nor Purchaser shall assign this Agreement without the consent of the other.
If Purchaser desires to assign the right to receive any Interests at the Closing to another Person (“Purchaser’s
Designee”), Purchaser shall give notice to Seller showing the anticipated ownership
structure of Purchaser and Purchaser’s Designee as of the Closing Date, together with such other information as Seller may
reasonably request. No such assignment shall delay or otherwise adversely affect the Closing. Upon any such assignment, Purchaser’s
Designee shall be deemed to have assumed for the benefit of Seller all obligations of Purchaser under this Agreement, but such
assignment shall not relieve Purchaser of its obligations under this Agreement, which obligations shall remain the joint and several
obligations of Purchaser. Seller may, in its sole and absolute discretion, pursue any Action against, or seek to enforce or demand
performance from Purchaser or Purchaser’s Designee, in respect to any Transaction Document, without prejudice to its rights
thereafter to pursue such Action or demand against Purchaser or Purchaser’s Designee, as the case may be.


 


10.2.      Notices.
Notices and other communications required or permitted under this Agreement shall be in
writing and delivered by hand against receipt or sent by recognized overnight delivery service or by facsimile. All notices shall
be addressed as follows:


 


	
        If to Seller:

         

        Simon Pedro Barceló

        C/. José Rover Motta, 27

        07006 Palma de Mallorca

        Spain

        Phone: 011 34 (971) 771 700

        Fax: 011 34 (971) 466 720

        

        
	
        with a copy to:

         

        Holland & Knight LLP

        1600 Tysons Boulevard

        Suite 700

        Tysons Corner, Virginia 22102

        Attn: William J. Mutryn

        Phone: (703) 720-8069

        Fax: (703) 720-8610



 




    	21



    	 



    

 


	
        If to Purchaser:

         

        American Realty Capital Hospitality
        Trust, Inc.

        405 Park Avenue, 15th Floor

        New York, NY 10022

        Tel. No.: 212.415.6505

        Fax No.: 857.207.3397

        Attention: Jon Mehlman

        Tel. No.: (646) 626-8857

        Fax No.: (646) 861-7784
	
        with a copy to:

         

        Jesse Galloway

        c/o AR Capital, LLC

        405 Park Avenue, 15th Floor

        New York, NY 10022

        Tel. No.: (212) 415-6516

        Fax No.: (646) 861-7751

         

	
         

        If to Escrow Agent:

         

        Stewart Title Guaranty

        5935 Carnegie Blvd., Suite 301

        Charlotte, NC 28209

        Attention: Regina L. Fiegel

        Tel. No.: (704) 401-2010

        Fax No.: (704)
401-2039 
	 


 


or to such other addresses as
may be designated by a proper notice. Notices shall be deemed to be effective upon receipt (or refusal thereof) if personally delivered
or sent by recognized overnight delivery service, or upon electronically verified transmission, if such delivery is by facsimile.
Notices may be given on behalf of a party by such party’s legal counsel.


 


10.3.      Reserved.


 


10.4.      Waiver
of Jury Trial; Jurisdiction. Seller
and Purchaser each hereby waives any right to jury trial in the event any party files an action relating to this Agreement or
to the transactions or obligations contemplated by this Agreement. Any action, suit or proceeding arising out of this Agreement
or the transactions contemplated by this Agreement shall be brought exclusively in any United States District Court sitting in
New York, New York, and Seller and Purchaser agree that such courts are the most convenient forum for resolution of any such action
and further agree to submit to the jurisdiction of such courts and waive any right to object to venue in such courts. 


 


Seller’s
Initials: __________Purchaser’s Initials: __________


 




    	22



    	 



    

 


10.5.      Counterparts;
Electronic Signatures and Effectiveness. This Agreement may be executed in any number of
counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute a single binding
instrument. In order to expedite the execution and delivery of this Agreement by the parties hereto, signatures may transmitted
via facsimile or other electronic means may be used in place of original signatures on this Agreement. Each of the parties hereto
intend to be, and hereby are, bound by any signatures delivered via facsimile or other electronically transmitted means, and are
aware that the other party will rely on any such facsimile or electronically transmitted signatures, and hereby waive any defenses
to the enforcement of the terms of this Agreement based on the form of signature. This Section 10.5 shall survive the Closing
indefinitely.


 


10.6.      Brokerage.
Purchaser and Seller each shall indemnify and hold the other harmless from Claims made by
or Damages owing to any broker, finder or similar consultant claiming through it for a commission, fee or compensation in connection
with this Agreement or the transaction contemplated by this Agreement. The indemnification obligations set forth in this Section 10.6
shall survive the Closing or any termination of this Agreement indefinitely.


 


10.7.      No
Third Party Beneficiaries. Nothing in this Agreement shall be construed to confer any third
party benefit on any broker, finder or similar consultant, or any other Person not a party hereto with respect to this Agreement
or the transaction described herein. This Section 10.7 shall survive the Closing or any termination of this Agreement indefinitely.


 


10.8.      Confidentiality.
Purchaser and Seller shall each maintain as confidential any and all information and material
obtained about the other which is furnished to it by the other in connection with this Agreement, and such obligation shall survive
any termination of this Agreement and shall survive the Closing indefinitely. Purchaser and Seller shall each maintain as confidential
the terms of this Agreement and such obligation shall survive the Closing and any termination of this Agreement indefinitely,
except such obligation shall terminate at the Closing as to the Purchase Price and Closing Date (provided that the foregoing confidentiality
requirement shall not limit either party’s ability to utilize a sanitized version of any Transaction Document as a form
agreement). Purchaser shall maintain as confidential any and all information and material obtained by it concerning the Interests
or any Hotel, and (a) with respect to Confidential Materials, such obligation shall survive the Closing and any termination of
this Agreement indefinitely and (b) with respect to all other information and material, such obligation shall terminate at the
Closing or, if the Closing does not occur, shall survive any termination of this Agreement indefinitely. Confidential information
shall not include information and material which (i) becomes generally available to the public other than as a result of
a disclosure prohibited by this Section 10.8, (ii) is known to Purchaser or Seller, as the case may be, on a non-confidential
basis, prior to its receipt of such information and material from the other, or (iii) becomes available to Purchaser or Seller,
as the case may be, on a non-confidential basis from a source other than the other which is not prohibited from disclosing the
same. Notwithstanding the foregoing, (A) each of Purchaser and Seller may disclose confidential information to its employees,
agents or advisors, to potential investors or lenders, and to other third parties (to the extent such disclosure is required in
order to consummate the transactions described in this Agreement), in each case on a need-to-know basis after the recipients of
the information have been informed of the confidential nature of such information and directed not to disclose such information
except in accordance with this Section 10.8, (B) each of Purchaser and Seller may disclose confidential information
to the extent required by any Legal Requirement or the rules of any applicable securities market or exchange, and (C) Purchaser
and Seller, following prior notice to and consultation with the other, may disclose the transaction contemplated by this Agreement
to the extent necessary to obtain consents or approvals contemplated by this Agreement.


 




    	23



    	 



    

  


10.9.     Public
Announcements. Neither Seller nor Purchaser shall make any public statement or issue any
press release prior to the Closing with respect to this Agreement or the transactions contemplated by this Agreement without the
prior written consent of the other party, except as otherwise required by applicable Legal Requirements. If either party determines
that applicable Legal Requirements require disclosure of this Agreement, any other Transaction Document or the transactions contemplated
hereby or thereby, then, not less than twenty-four (24) hours prior to such disclosure, such party shall notify and provide the
other party an opportunity to comment on the disclosing party’s form of press release, securities filing or other written
disclosure.


 


10.10.   Recordation.
Neither Seller nor Purchaser shall record this Agreement or any notice of this Agreement
in the land records of any jurisdiction.


 


10.11.   Time
of Essence. Time is of the essence with respect to all obligations of Seller and Purchaser
under this Agreement.


 


10.12.   Attorneys’
Fees. If either Purchaser or Seller shall employ an attorney to enforce its rights pursuant
to this Agreement or any of the documents and agreements delivered at the Closing, then, in addition to the other amounts and
remedies to which the prevailing party may be entitled pursuant to the other provisions of this Agreement, the prevailing party
shall be reimbursed by the non-prevailing party for reasonable attorneys’ and experts’ fees and expenses including
the costs of any litigation and appeal. This Section 10.12 shall survive the Closing and any termination of this Agreement indefinitely.


 


10.13.   No
Offer. Submission of this Agreement to Purchaser does not constitute an offer to sell. This
Agreement shall become effective only upon execution and delivery thereof by Seller and Purchaser.


 


10.14.   Rights
under LLC Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall limit, diminish
or other restrict the rights of Seller or its affiliates under that certain Amended and Restated Limited Liability Company Agreement
of Crestline Hotels & Resorts, LLC, dated August 31, 2013 (as the same may be amended or otherwise modified from time to time).


  


[Signatures
on following page]


 




    	24



    	 



    

 


IN WITNESS
WHEREOF, Seller and Purchaser have caused this Agreement to be executed as of the Contract Date:


 


	 	SELLER:
	 	 
	 	Barceló Crestline Corporation
	 	 	 
	 	By:	/s/ Vicente Fenollar Molina
	 	Name: Vicente Fenollar Molina
	 	Its: Authorized Signatory
	 	 	 
	 	PURCHASER:
	 	 
	 	ARC Hospitality TRS Holding, LLC
	 	 
	 	By:	American Realty Capital Hospitality Operating Partnership, L.P., a Delaware limited partnership, its sole member
	 	 	 
	 	By:  	/s/ Jesse C. Galloway
	 	Name: 	Jesse C. Galloway
	 	Title:  	Authorized Signatory


 


Signature Page


 




    	 



    	 



    

 


exhibit
A


 


Form of Assignment
and Assumption of Interests


 


ASSIGNMENT AND
ASSUMPTION OF MEMBERSHIP INTEREST


 


THIS ASSIGNMENT
AND ASSUMPTION OF MEMBERSHIP INTEREST (“Agreement”) is made and entered into, effective for all purposes, as of ________
___, 201_ (the “Effective Date”), by and between BARCELÓ CRESTLINE CORPORATION, a Maryland corporation (“Assignor”),
and [__________________, a ____________________] (“Assignee”).


  


RECITALS:


 


A.         Assignor
is the owner of a One Hundred Percent (100%) membership interest in each of (i) CHRI Virginia Beach Hotel (A/H) Minority Holding,
LLC, a Delaware limited liability company, and (ii) CHRI Blacksburg Hotel (A/H) Minority Holding, LLC, a Delaware limited liability
company (collectively, the “Interests”).


 


B.         Assignor
desires to assign, transfer and convey to Assignee, and Assignee desires to assume, from Assignor, all of Assignor’s right,
title and interest in, to and under the Interests.


 


NOW, THEREFORE,
in consideration of the foregoing, and of the mutual covenants hereinafter set forth, and of other good and valuable consideration,
the receipt, adequacy and sufficiency of which hereby are acknowledged, Assignor and Assignee, intending to be legally bound, hereby
agree as follows:


 


1.          Incorporation
of Recitals. The foregoing Recitals hereby are incorporated into this Agreement by this reference as if the same were set forth
in full below.


 


2.          Agreement
and Assumption of Interests.


 


a.           Assignor
hereby assigns, transfers and conveys all of Assignor’s right, title and interest in, to and under the Interests to Assignee.


 


b.           Assignee
hereby accepts the Interests and assumes all obligations and duties of Assignor with respect to the Interests from and after the
Effective Date.


 


3.          Indemnity.


 


a.           Assignor
hereby indemnifies, agrees to defend, and holds Assignee harmless from and against all claims, demands, losses, damages, expenses,
and costs including, but not limited to, reasonable attorneys’ fees and expenses actually incurred, arising out of or in
connection with Assignor’s failure, prior to the Effective Date, to observe, perform, and discharge all covenants, duties,
obligations, liabilities, and responsibilities of Assignor under or with respect to the Interests to be observed, performed or
discharged or which relate or accrue with respect to the period prior to Effective Date.


 




    	Exhibit A-1



    	 



    

 


b.           Assignee
hereby indemnifies, agrees to defend, and holds Assignor harmless from and against all claims, demands, losses, damages, expenses,
and costs including, but not limited to, reasonable attorneys’ fees and expenses actually incurred, arising out of or in
connection with Assignee’s failure, on and after the Effective Date, to observe, perform, and discharge all covenants, duties,
obligations, liabilities, and responsibilities of Assignor and/or Assignee (if any) under or with respect to the Interests to be
observed, performed, or discharged, or which relate or accrue with respect to the period, on or after, but not before, the Effective
Date.


 


4.          Further
Assurances. Promptly upon request of the other party, Assignor and Assignee shall execute and deliver to the other such further
assurances and take such further actions as may be reasonably required or appropriate to perfect the assignment and assumption
of the Interests and otherwise carry out the intent and purpose of this Agreement, provided that neither party shall incur any
additional cost, expense or obligation in connection with any act that the other party may request.


 


5.          Binding
Effect and Agreement. This Agreement shall be binding upon and inure to the benefit of Assignor, Assignee and their respective
successors and assigns.


 


6.          Interpretation.
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable
law, but if any provision hereof shall be prohibited by or invalid under such law, then such provision shall be ineffective to
the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of
this Agreement. This Agreement may not be modified, amended, altered or changed, nor any provision hereof waived, except in writing
with the mutual consent of Assignor and Assignee.


 


7.          Counterparts.
This Assignment may be executed in several counterparts and all counterparts so executed shall constitute one Assignment, binding
on all the parties hereto and thereto, notwithstanding that all the parties are not signatories to the same counterpart.


 


8.          Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without reference
to conflicts of laws principles).


 


[Signatures
on following pages] 


 




    	Exhibit A-2



    	 



    

 


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first above written.


 


	 	ASSIGNOR:
	 	 
	 	BARCELÓ CRESTLINE CORPORATION, a Maryland
    corporation
	 	 	 
	 	By:	 
	 	Name:	 
	 	Its:	 


 


[Signatures
continue on following page]


 




    	Exhibit A-3



    	 



    

 


	 	ASSIGNEE:
	 	 
	 	
        [____________________________],
        a

        [____________________]

	 	 	 
	 	By:	 
	 	Name:	 
	 	Its:	 


  




    	Exhibit A-4



    	 



    

 


Exhibit
b


 


Form of Promissory
Note


 


PROMISSORY
NOTE


(Purchase
Price)


 


	$[________________]	_____________ ___, 201__


 


FOR VALUE RECEIVED,
[American Realty Capital Hospitality Trust, Inc.], a Maryland corporation (“Maker”), whose principal
office is located at [_________________________________] promises to pay to the order of [_____________________________] (together
with any and all of its successors and assigns and/or any other holder of this Note, “Seller”), whose principal
office is located at [_______________________], in lawful money of the United States of America, at its office indicated above
or wherever else Seller may specify, the sum of [_________________________ and ___/100 Dollars ($[_________________]), on the terms
provided in this Promissory Note (including all renewals, extensions or modifications hereof, this “Note”).


 


1.          USE
OF PROCEEDS. Indebtedness evidenced by this Note constitutes a portion of the purchase price (the “Purchase Price”)
required to be paid in accordance with that certain Agreement of Purchase and Sale dated as of ________ ___, 201_ between Maker
and Seller (the “Purchase Agreement”). Capitalized terms used but not defined herein shall have the meanings
given to such terms in the Purchase Agreement.


 


2.          MATURITY
DATE. The entire principal balance of this Note shall be fully and immediately due and payable upon written demand by Seller
at any time (upon at least ten (10) business days notice from Seller) after the date that Maker has raised common equity in an
aggregate amount equal to or greater than One Hundred Fifty Million and 00/100 Dollars ($150,000,000.00) (the “Trigger
Date”). From and after the date hereof, Maker shall provide written updates at least monthly to Seller of the aggregate
amount of common equity raised by Maker and shall provide written notice to Seller with within ten (10) business days after the
occurrence of the Trigger Date. The “Maturity Date” is the date selected by Seller and set forth in Seller’s
written demand (with at least ten (10) business days’ advance notice to Maker) made at any time after the Trigger Date.


 


3.          INTEREST
RATE. Commencing on the date hereof and continuing until the Maturity Date, interest shall accrue on the unpaid principal balance
of this Note at the rate of interest equal to the initial dividend rate provided by Maker to its investors (the “Interest
Rate”), compounded annually.


 


4.          INTEREST
AND FEE(S) COMPUTATION (ACTUAL/365). Interest and fees, if any, shall be computed, payable and allocated on the basis of a
360-day year consisting of twelve 30-day months.


 




    	Exhibit B-1



    	 



    

  


5.       MONTHLY
PAYMENTS. Subject to the remainder of this Section 5, interest shall be paid by Maker to Seller monthly, in arrears,
beginning on ______ 1, 201__1 and continuing on the first
day of each following month (each, a “Monthly Payment Date”). The outstanding principal balance of this Note,
together with all accrued and unpaid interest thereon, if any, and any and all other amounts payable by Maker under this Note
shall be due and payable on the Maturity Date. Notwithstanding the foregoing, Maker may defer any amounts due to Seller on a Monthly
Payment Date that occurs prior to [_________________]2 (the
“Defer Period”); provided however, that on the first Monthly Payment Date to occur after the Defer Period,
Maker shall pay to Seller all accrued, but unpaid interest then outstanding.


 


6.       PREPAYMENT
TERMS. Maker may pay the principal amount outstanding under this Note, in whole or in part, together with any accrued and unpaid
interest thereon, at any time or from time to time, without penalty or premium.


 


7.       METHOD
AND APPLICATION OF PAYMENTS. All payments made hereunder shall be made in lawful money of the United States of America. Monies
received by Seller from any source for application toward payment of the Obligations shall be applied first, to cost of enforcement
(as set forth in Section 11 of this Note), second, to accrued interest, and third, to principal. If any payment received
by Seller under this Note is rescinded, avoided, invalidated, declared to be fraudulent or preferential, set aside, or for any
reason returned by Seller (or repaid by Seller) because of any adverse claim or threatened action, the returned or repaid payment
shall remain payable as an Obligation under this Note as though such payment had not been made. Remittances shall be made without
offset, demand, counterclaim, deduction, or recoupment (each of which is hereby waived) and shall be accepted subject to the condition
that any check or draft may be handled for collection in accordance with the practice of the collecting bank or banks. Acceptance
by Seller of any payment in an amount less than the amount then due pursuant to this Note shall be deemed an acceptance on account
only, notwithstanding any notation on or accompanying such partial payment to the contrary, and shall not in any way (a) waive,
impair or extinguish any right or remedy available to Seller hereunder or under the Purchase Agreement, or (b) waive the requirement
of punctual payment and performance or constitute a novation in any respect. Payments received after [2:00 p.m. EDT] shall be deemed
to be received on, and shall be posted as of, the following business day. Whenever any payment under this Note falls due on a day
which is not a business day, such payment may be made on the next succeeding business day.


 


8.       EVENTS
OF DEFAULT. Each of the following shall constitute an event of default by Maker under this Note (each, an “Event of
Default”)


 


a.    Failure
to make any Monthly Payment or other payment due hereunder within two (2) days after written notice from Seller that such failure
has occurred; and


 





 



1
Insert first day of the month after date of the Note.


 


2
Insert the day that is six months after Maker’s effective date.



 




    	Exhibit B-2



    	 



    

  


b.    Failure
to comply with any covenant or obligation set forth in this Note, not otherwise provided for in Section 8(a) within ten
(10) days after written notice from Seller that such failure has occurred.


 


9.       REMEDIES;
DEFAULT INTEREST RATE. Upon the occurrence of an Event of Default, Seller may take such action at law or equity, without notice
or demand, as it deems advisable to protect and enforce its rights hereunder, including, but not limited to, declaring the entire
principal then outstanding, together with any accrued interest thereon, immediately due and payable. Without limiting the foregoing,
if, and for so long as, any Monthly Payment or other payment due under this Note (subject to Maker’s right to defer Monthly
Payments during the Defer Period) remains past due for five (5) days or more, interest under this Note shall accrue on the unpaid
principal balance at the rate of twenty percent (20%) per annum (the “Default Interest Rate”), compounded monthly,
beginning on the date such payment was due until such time as Maker pays to Seller such past due amounts together with any amounts
that become due during such time.


 


10.      DEFINITIONS.
Obligations. The term “Obligations”, as used in this Note refers to any and all indebtedness and other obligations
under this Note of Maker to Seller.


 


11.      COST
OF ENFORCEMENT; ATTORNEYS’ FEES AND OTHER COSTS. Maker shall pay all of Seller’s reasonable expenses incurred to
(1) enforce its right under this Note, and (2) to enforce or collect any of the Obligations, including, without limitation, as
a result of an Event of Default by Maker, in each case, including, without limitation, reasonable arbitration, paralegals’,
attorneys’ and experts’ fees and expenses, whether incurred without the commencement of a suit, in any trial, arbitration,
or administrative proceeding, or in any appellate or bankruptcy proceeding.


 


12.      USURY.
If at any time the effective interest rate under this Note (including the Default Interest Rate) would, but for this paragraph,
exceed the maximum lawful rate, the effective interest rate under this Note shall be the maximum lawful rate, and any amount received
by Seller in excess of such rate shall be applied to principal and then to fees and expenses, or, if no such amounts are owing,
returned to Maker.


 


13.      WAIVERS
AND AMENDMENTS. No waivers, amendments or modifications of this Note shall be valid unless in writing and signed by an officer
of Seller. No waiver by Seller of any default shall operate as a waiver of any other default or the same default on a future occasion.
Neither the failure nor any delay on the part of Seller in exercising any right, power, or remedy under this Note or the Purchase
Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or remedy. Except to the extent otherwise provided by the Purchase Agreement
or prohibited by law, Maker waives presentment, protest, notice of dishonor, demand for payment, notice of intention to accelerate
maturity, notice of acceleration of maturity, notice of sale and all other notices of any kind.


 




    	Exhibit B-3



    	 



    

 


14.     NOTICES.
Any notice, request, demand, consent, approval or other communication under or in accordance with this Note shall be in writing
and delivered by hand against receipt or sent by recognized overnight delivery service or by facsimile. All notices shall be addressed
as follows:


 


	
        If to Seller:

         

        Simon Pedro Barceló

        C/. José Rover Motta, 27

        07006 Palma de Mallorca

        Spain

        Phone: 011 34 (971) 771 700

        Fax: 011 34 (971) 466 720

        

        
	
        with a copy to:

         

        Holland & Knight LLP

        1600 Tysons Boulevard

        Suite 700

        Tysons Corner, Virginia 22102

        Attn: William J. Mutryn

        Phone: (703) 720-8069

        Fax: (703) 720-8610

        

	 	 
	
        If to Maker:

         

        [______________]

        405 Park Avenue, 15th Floor

        New York, NY 10022

        Tel. No.: 212.415.6505

        Fax No.: 857.207.3397

        Attention: __________________

        Tel. No.: ___________________

        Fax No.: ___________________
	
        with a copy to:

         

        Jesse Galloway

        c/o AR Capital, LLC

        405 Park Avenue, 15th Floor

        New York, NY 10022

        Tel. No.: (212) 415-6516

        Fax No.: (646) 861-7751

         



 


 


or to such other
addresses as may be designated by a proper notice. Notices shall be deemed to be effective upon receipt (or refusal thereof) if
personally delivered or sent by recognized overnight delivery service, or upon electronically verified transmission, if such delivery
is by facsimile. Notices may be given on behalf of a party by such party’s legal counsel.


 




    	Exhibit B-4



    	 



    

 


15.         MISCELLANEOUS
PROVISIONS. Assignment. This Note shall inure to the benefit of and be binding upon the parties and their respective heirs,
legal representatives, successors and assigns. Seller’s interests in and rights under this Note are freely assignable, in
whole or in part, by Seller. Maker shall not assign its rights and interest hereunder without the prior written consent of Seller,
and any attempt by Maker to assign without Seller’s prior written consent is null and void. Any assignment shall not release
Maker from the Obligations. Applicable Law; Conflict Between Documents. This Note shall be governed by and construed under
the laws of the State of New York without regard to the conflict of laws principles thereof. Jurisdiction. Maker irrevocably
agrees to nonexclusive personal jurisdiction in the State of New York. Severability. If any provision of this Note shall
be prohibited or invalid under applicable law, such provision shall be ineffective but only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note.  Interpretation;
Captions. Any reference in this Notice to the term “person” shall mean any individual, person or entity; as required
by the context, the singular shall include the plural, the plural the singular, the neuter gender shall include the male gender
and female gender and vice versa. The captions contained in this Note are inserted for convenience only and shall not affect the
meaning or interpretation of this Note. Posting of Payments. All payments received on business days after [2:00 p.m. EDT]
at the office of Seller first shown above shall be deemed received at the opening of the next business day. Fees and Taxes.
Maker shall promptly pay all documentary, intangible recordation and/or similar taxes on this transaction assessed or arising from
time to time. LIMITATION ON LIABILITY; WAIVER OF PUNITIVE DAMAGES. EACH OF THE PARTIES HERETO, INCLUDING SELLER BY ACCEPTANCE
HEREOF, AGREES THAT IN ANY JUDICIAL, MEDIATION OR ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVERSY BETWEEN OR AMONG THEM THAT
MAY ARISE OUT OF OR BE IN ANY WAY CONNECTED WITH THIS NOTE OR THE OBLIGATIONS EVIDENCED HEREBY OR RELATED HERETO, IN NO EVENT SHALL
ANY PARTY HAVE A REMEDY OF, OR BE LIABLE TO THE OTHER FOR, (1) INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR (2) PUNITIVE OR EXEMPLARY
DAMAGES. EACH OF THE PARTIES HEREBY EXPRESSLY WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY MAY HAVE OR WHICH
MAY ARISE IN THE FUTURE IN CONNECTION WITH ANY SUCH PROCEEDING, CLAIM OR CONTROVERSY, WHETHER THE SAME IS RESOLVED BY ARBITRATION,
MEDIATION, JUDICIALLY OR OTHERWISE. FINAL AGREEMENT. This Note and the Purchase Agreement represent the final agreement
between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.
There are no unwritten oral agreements between the parties.


 


16.         WAIVER
OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF MAKER BY EXECUTION HEREOF AND SELLER BY ACCEPTANCE HEREOF,
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON,
OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION WITH THIS
NOTE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY WITH RESPECT
HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO SELLER TO ACCEPT THIS NOTE. EACH OF THE PARTIES AGREES THAT THE TERMS HEREOF
SHALL SUPERSEDE AND REPLACE ANY PRIOR AGREEMENT RELATED TO ARBITRATION OF DISPUTES BETWEEN THE PARTIES CONTAINED IN THE PURCHASE
AGREEMENT OR ANY OTHER DOCUMENT OR AGREEMENT HERETOFORE EXECUTED IN CONNECTION WITH, RELATED TO OR BEING REPLACED, SUPPLEMENTED,
EXTENDED OR MODIFIED BY, THIS NOTE.


 


17.         PROMISSORY
NOTE SUBORDINATION TO THE LOAN. This Note shall be subject and subordinate at all times to the Loan from General Electric
Capital Corporation to Maker (the “Loan”) and to all of the provisions, covenants, agreements, terms and conditions
of the Loan, and Seller shall not do or permit anything to be done in connection with this Note which would violate any of said
provisions, covenants, agreements, terms and conditions.


 


[remainder
of page intentionally left blank]


 




    	Exhibit B-5



    	 



    

 


IN WITNESS WHEREOF,
Maker, on the day and year first above written, has caused this Note to be executed under seal.


 


	 	MAKER
	 	 
	 	[American Realty Capital Hospitality Trust, Inc.]
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	Exhibit B-6



    	 



    

 


EXHIBIT C


 


Form of Indemnity
Agreement


 


INDEMNITY AGREEMENT


 


THIS INDEMNITY
AGREEMENT (this “Agreement”) is made and entered into as of the _____ day of _________, 201___, by [American
Realty Capital Hospitality Trust, Inc., a Maryland corporation] (“Indemnitor”) for the benefit of
BARCELÓ CRESTLINE CORPORATION, a Maryland corporation (“Indemnitee”).


 


RECITALS:


 


A.           Indemnitee
owns one hundred percent (100%) of the membership interests in each of the following (collectively, the “Interests”):(i)
CHRI Blacksburg Hotel (A/H) Minority Holding, LLC, a Delaware limited liability company (“CHRI Blacksburg”),
and (ii) CHRI Virginia Beach Hotel (A/H) Minority Holding, LLC, a Delaware limited liability company (“CHRI Virginia Beach”).


 


B.           CHRI
Blacksburg owns twenty four percent (24%) of the membership interests in BSE/AH Blacksburg Hotel, L.L.C., a Virginia limited liability
company (“Blacksburg Hotel Owner”) and Blacksburg Hotel Owner ground leases that certain hotel commonly referred
to as the Hilton Garden Inn Blacksburg, located at 900 Plantation Rd, Blacksburg, VA 24060 (the “Blacksburg Hotel”).


 


C.           CHRI
Virginia Beach owns thirty and 5323/10000 percent (30.5323 %) of the membership interests in TCA Block 7 Hotel, L.L.C., a
Virginia limited liability company (“Virginia Beach Hotel Owner”) and Virginia Beach Hotel Owner owns that
certain hotel commonly referred to as the Westin Virginia Beach Hotel and Conference Center, located at 4535 Commerce Street
Virginia Beach, VA 23462, and owned by Virginia Beach Hotel Owner, which is part of the condominium project commonly referred
to as Town Center Condominium 7 Virginia Beach Hotel (the “Virginia Beach Hotel”).


 


D.           On
or about April 17, 2008, Blacksburg Hotel Owner obtained a loan from Regions Bank, an Alabama banking corporation (“Blacksburg
Hotel Lender”), which loan is secured by the Blacksburg Hotel (the “Blacksburg Hotel Loan”).


 


E.           As
a condition to making the Blacksburg Hotel Loan, Blacksburg Lender required that Indemnitee, Daniel A. Hoffler, Louis S. Haddad
and Bruce B. Smith, which together with Indemnitee constitute affiliates of some or all of the members of Blacksburg Hotel Owner
(collectively, the “Blacksburg Hotel Guarantors”) execute and deliver that certain Guaranty of Payment, dated
April 17, 2008, which was subsequently amended and restated pursuant to that certain First Amendment and Restated Guaranty of Payment,
dated April 17, 2011, by Indemnitee, Daniel A. Hoffler, Louis S. Haddad and Bruce B. Smith (as amended and restated the “Blacksburg
Hotel Guaranty”).


 




    	Exhibit C-1



    	 



    

 


F.           In
connection with the Blacksburg Hotel Guaranty, the Blacksburg Hotel Guarantors, together with the members of Blacksburg Hotel Owner
and their affiliates entered into that certain Construction Loan Indemnity, dated March 10, 2008, by AH Hotel Holding, L.L.C.,
Daniel A. Hoffler, Louis S. Haddad, Bruce Smith Enterprise, LLC, Bruce B. Smith, CHRI Blacksburg, Indemnitee, Hampton BB Company,
LLC, Hampton University, and Legacy Hospitality, LLC (other than Indemnitee, collectively the “Blacksburg Hotel Indemnity
Parties”), pursuant to which the parties agreed to allocate the obligations of each of the Blacksburg Hotel Guarantors
under the Blacksburg Hotel Guaranty in accordance with their proportionate share of membership interests in Blacksburg Hotel Owner
and indemnify each other in connection therewith (the “Blacksburg Hotel Indemnity”).


 


G.           On
or about December 21, 2007, Virginia Beach Hotel Owner obtained a loan from Countrywide Commercial Real Estate Finance, Inc. (“Countrywide”),
which loan is secured by the Virginia Beach Hotel (the “Virginia Beach Hotel Loan”). The Virginia Beach Hotel
Loan is currently held by U.S. Bank National Association (“Virginia Beach Hotel Lender”).


 


H.           As
a condition to making the Virginia Beach Hotel Loan, Virginia Beach Lender required that Indemnitee and Armada/Hoffler Properties,
L.L.C., which together with Indemnitee constitute affiliates of some or all of the members of Virginia Beach Hotel Owner (collectively,
the “Virginia Beach Hotel Guarantors”) execute and deliver that certain Guaranty of Recourse Obligations, dated
December 21, 2007 (the “Virginia Beach Hotel Guaranty”).


 


I.           In
connection with the Virginia Beach Hotel Guaranty, the Virginia Beach Hotel Guarantors, together with the members of Virginia Beach
Hotel Owner and their affiliates entered into that certain Permanent Loan Cross Indemnity, dated December 21, 2007, by Armada/Hoffler
Properties L.L.C., Armada/Hoffler Properties II, L.L.C., Daniel A. Hoffler, Louis S. Haddad, CHRI Virginia Beach, Indemnitee, Hampton
W Company, LLC, Hampton University, Legacy Hospitality, LLC, and VB City Hotels LLC (other than Indemnitee, collectively the “Virginia
Beach Hotel Indemnity Parties”), pursuant to which the parties agreed to allocate the obligations of each of the Virginia
Beach Hotel Guarantors under the Virginia Beach Hotel Guaranty in accordance with their proportionate share of membership interests
in Virginia Beach Hotel Owner and indemnify each other in connection therewith (the “Virginia Beach Hotel Indemnity”).


 


J.           Pursuant
to that certain Agreement of Purchase and Sale, dated ____________ __, 201_ (the “Purchase Agreement”), Indemnitee
has agreed to sell to Indemnitor and Indemnitor has agreed to purchase from Indemnitee all of Indemnitee’s right, title and
interest in and to the Interests on the terms and conditions set forth in the Purchase Agreement.


 


K.          As
a condition to consummating the closing under the Purchase Agreement, Indemnitee is requiring that Indemnitor execute and deliver
this Agreement so that Indemnitee is protected in the event that (i) Blacksburg Hotel Lender exercise its rights against Indemnitee
under the Blacksburg Hotel Guaranty, (ii) any of the Blacksburg Indemnity Parties exercise their respective rights against Indemnitee
under the Blacksburg Hotel Indemnity, (iii) Virginia Beach Lender exercises its rights against Indemnitee under the Virginia Beach
Hotel Guaranty, or (iv) any of the Virginia Beach Indemnity Parties exercise their respective rights under the Virginia Beach Hotel
Indemnity.


 


NOW, THEREFORE,
in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:


 




    	Exhibit C-2



    	 



    

 


1.          Defined
Terms. As used herein the following terms have the meanings indicated:


 


(a)          Guaranty
or Guaranties: individually or collectively, as applicable, the Blacksburg Hotel Guaranty and/or the Virginia Beach Hotel Guaranty.


 


(b)          Indemnity
Agreement or Indemnity Agreements: individually or collectively, as applicable, the Blacksburg Hotel Indemnity Agreement and/or
the Virginia Beach Hotel Indemnity Agreement.


 


(c)          Indemnity
Party or Indemnified Parties: individually or collectively, as applicable, the Blacksburg Hotel Indemnity Parties and/or the
Virginia Beach Hotel Indemnity Parties.


 


(d)          Lender:
individually or collectively, as applicable, Blacksburg Hotel Lender and/or Virginia Beach Hotel Lender.


 


2.          Indemnity.


 


(a)          Indemnitor
shall indemnify and hold harmless Indemnitee from and against any loss or liability actually incurred by Indemnitee in connection
with (i) any exercise by a Lender of its rights against Indemnitee under a Guaranty, or (ii) any exercise by any Indemnified Party
of its rights against Indemnitee under an Indemnity Agreement; and Indemnitor shall reimburse Indemnitee to the extent it incurs
any costs or expenses in connection with either of the foregoing.


 


(b)          Indemnitee
shall provide Indemnitor with written notice (“Reimbursement Notice”) of any indemnified loss, liability or
reimbursement obligation. Within thirty (30) days after its receipt of such Reimbursement Notice, Indemnitor shall reimburse Indemnitee
for the amount of such loss, liability or reimbursement obligation. Any amount due hereunder, if not paid within such thirty (30)
day period, shall thereafter bear interest at a default rate of twenty percent (20%) per annum, until all of such amount is paid
in full.


 


3.          Additional
Rights. Separate and successive actions may be brought hereunder to enforce any of the provisions hereof at any time and from
time to time. No action hereunder shall preclude any subsequent action, and Indemnitor hereby waives, and covenants not to assert,
any defense in the nature of splitting of causes of action or merger of judgments. In no event shall any provisions of this Agreement
be deemed to be a waiver of or to be in lieu of any right or claim, including, without limitation, any other right of contribution
or other right of recovery, that any party hereto might otherwise have against the other party hereto. No delay or omission in
exercising any right hereunder shall operate as a waiver of such right or any other right.


 


4.          Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective executors,
heirs, successors and assigns. This Agreement is solely for the benefit of the parties hereto and their respective executors, heirs,
successors and assigns, and shall not inure to the benefit of, or be enforceable by, any other person or party.


 




    	Exhibit C-3



    	 



    

 


5.          
Term. The terms and provisions of this Agreement shall continue to apply until Indemnitee is fully released from all liabilities
and obligations under the Guaranties and the Indemnity Agreements and any and all amounts payable under this Agreement have been
paid in full.


 


6.          Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without reference
to conflicts of laws principles).


.


7.          Attorneys’
Fees. If any party hereto obtains a judgment against any other party hereto by reason of the breach of this Agreement or the
failure to comply with the terms hereof, reasonable attorneys’ fees and costs as fixed by the court shall be included in
such judgment.


 


8.          Severability.
In the event that any one or more of the provisions contained in this Agreement, or any application thereof, shall be invalid,
illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein,
and other application thereof, shall not in any way be affected or impaired thereby.


 


9.          Integration.
This Agreement contains the entire agreement between the parties relating to the subject matter hereof. Amendments, variations,
modifications or changes herein may be made effective and binding upon the parties hereto by, and only by, the setting forth of
the same in a document duly executed by such parties.


 


10.         Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be an original but all of which together shall constitute
but one and the same agreement. The recitals of this Agreement are incorporated herein by reference and made a part of this Agreement.


 


11.         Jurisdiction.
The parties hereto consent to the jurisdiction of any state or federal court sitting in the State of New York for any action arising
out of matters related to this Agreement. The parties hereto waive the right to commence an action in connection with this Agreement
in any court outside of the State of New York.


 


12.         Waiver
of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES TRIAL BY JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS
AGREEMENT, WHICH WAIVER IS INFORMED AND VOLUNTARY.


 


13.         Incorporation
of Recitals. The recitals to this Agreement hereby are incorporated into this Agreement by this reference as if the same were
set forth in full herein.


 


[The balance
of this page is intentionally left blank] 


 




    	Exhibit C-4



    	 



    

 


IN WITNESS WHEREOF,
the undersigned have duly executed this Agreement under seal as of the day and year first written above.


 


	 	Indemnitor:
	 	 
	 	[AMERICAN REALTY CAPITAL HOSPITALITY TRUST, INC., a Maryland corporation]
	 	 	 
	 	By:	 
	 	Name:	 
	 	Its:	 
	 	 	 
	 	Indemnitee:
	 	 
	 	BARCELÓ CRESTLINE CORPORATION, a Maryland corporation
	 	 	 
	 	By:	 
	 	Name:	 
	 	Its:	 


 






    	Exhibit C-5