Amendment, dated December 21, 2011, to Warrant



 Exhibit 4.3 
 AMENDMENT TO WARRANT 
 To Purchase Common Stock of 

MHI Hospitality Corporation 
 THIS AMENDMENT (this “Amendment”) to the Warrant, dated as of April 18, 2011 (as further defined below, the “Warrant”), issued by MHI Hospitality Corporation, a
Maryland corporation (the “Company”), to Essex Illiquid, LLC and Richmond Hill Capital Partners, LP as the Initial Holders identified on Schedule 1 to the Warrant, is made and entered into by the Company, and agreed and acknowledged
by such Initial Holders, as of December 21, 2011 (the “Amendment Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Warrant. 

WHEREAS, the Company and the Initial Holders desire, for their mutual convenience and benefit, to amend the Warrant as set forth in this
Amendment. 
 NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 
 1.
ARTICLE I of the Warrant is hereby amended by: 
 (a) Adding thereto in proper alphabetical order the defined term “Cash
Dividend,” to read as follows: 
 “‘Cash Dividend’ has the meaning set forth in
Section 4.2(m).”; and 
 (b) Restating the definition of “Warrant” therein in its entirety, as follows:

 “‘Warrant’ means the warrant dated as of the Closing Date issued to the Initial Holders, as amended as
of December 21, 2011, and all warrants issued upon the partial exercise, transfer or division of or in substitution for any Warrant.” 
 2. Section 4.2 of the Warrant is hereby amended by adding thereto a new Subsection (m), to read as follows: 
 “(m) Cash Dividends. In the event that the Company subsequent to December 21, 2011 shall declare a dividend upon, or make any distribution in respect of, its Common Stock payable in cash
(a ‘Cash Dividend’), then, in each such event, the Exercise Price shall be adjusted to that price determined by subtracting the Cash Dividend per share from the Exercise Price in effect immediately prior to the record date for the
determination of holders of Common Stock entitled to receive such Cash Dividend; provided, however, that the Exercise Price shall not thereby be adjusted to less than the par value of a share of Common Stock. Any such adjustment shall
be retroactive to the record date for the determination of holders of Common Stock entitled to receive such Cash 







 
Dividend. (For the avoidance of doubt, the adjustment of the Exercise Price provided for above shall not apply to: (i) the $0.02-per-share Cash Dividend for the quarter ended
September 30, 2011 payable on October 11, 2011; or (ii) the $0.02-per-share Cash Dividend for the quarter ended December 31, 2011 payable on January 11, 2012.)” 

3. Section 4.3(c) of the Warrant is hereby amended by deleting the phrase therein “pursuant to this
Section 4.4” and replacing it with the phrase “pursuant to this Section 4.3”. 
 4. This
Amendment shall be deemed to be incorporated into the Warrant and made a part thereof. All references to the Warrant in any other document shall be deemed to be references to the Warrant as modified by this Amendment. Except as specifically amended
or modified herein, the Warrant shall continue in full force and effect and shall be enforceable in accordance with each of the terms thereof. To the extent that the terms of this Amendment conflict with the terms of the Warrant, the terms of this
Amendment shall be deemed to govern. 
 5. This Amendment may be executed simultaneously in one or more counterparts, and by
different parties hereto in separate counterparts, each of which when executed will be deemed an original, but all of which taken together will constitute one and the same instrument. 

6. This Amendment will be governed by, and construed in accordance with, the laws of the state of New York applicable to contracts
executed in and to be performed entirely within such jurisdiction, without reference to conflicts of laws provisions. 
 7. This
Amendment may not be amended, modified or waived except by an instrument in writing signed on behalf of each of the parties hereto. 
 [Signature page follows.] 

  
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 IN WITNESS WHEREOF, the Company, intending to be legally bound, has executed this Amendment
effective as of the Amendment Date. 
  

					
	MHI HOSPITALITY CORPORATION
		
	By:	 	 /s/    David R.
Folsom        

		 	Name:	 	David R. Folsom
		 	Title:	 	President and Chief Operating Officer


 Attest: 
  

			
	 /s/    Rhonda
Smith        

	Name:	 	Rhonda L. Smith
	Title:	 	Executive Assistant

 AGREED AND ACKNOWLEDGED 
 BY THE INITIAL HOLDERS 
  

					
	ESSEX ILLIQUID, LLC
		
	By:	 	Essex Equity Capital Management, LLC,
		 	its Investment Manager
		
	By:	 	 /s/    Ryan P.
Taylor        

		 	Name:	 	Ryan P. Taylor
		 	Title:	 	Managing Director and Authorized Signatory
	
	RICHMOND HILL CAPITAL PARTNERS, LP
		
	By:	 	Richmond Hill Investment Co., LP,
		 	its Investment Manager
		
	By:	 	 /s/    Ryan P.
Taylor        

		 	Name:	 	Ryan P. Taylor
		 	Title:	 	Authorized Signatory



  
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