EX-10.5



 Exhibit 10.5 

[FORM OF] INDEMNIFICATION AGREEMENT 

This Indemnification Agreement is effective as of [•], (this “Agreement”) and is between CorePoint Lodging Inc., a Maryland
corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”). 
 Background

 The Company believes that, in order to attract and retain highly competent persons to serve as directors or in other capacities,
including as officers, it must provide such persons with adequate protection through indemnification against the risks of claims and actions against them arising out of their services to and activities on behalf of the Company. 

The Company desires and has requested Indemnitee to serve as a director and/or officer of the Company and, in order to induce the Indemnitee
to serve in such capacity, the Company is willing to grant the Indemnitee the indemnification provided for herein. Indemnitee is willing to so serve on the basis that such indemnification be provided. 

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

In consideration of Indemnitee’s service to the Company and the covenants and agreements set forth below, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows. 

Section 1. Indemnification. 

Except as otherwise provided in this Agreement, to the fullest extent permitted by the Maryland General Corporation Law (the “MGCL”),
including, without limitation, Section 2-418 of the MGCL: 
 (a) The Company shall indemnify
Indemnitee if Indemnitee was or is made or is threatened to be made a party to, or is otherwise involved in, as a witness or otherwise, any threatened, pending or completed action, suit or proceeding (brought in the right of the Company or
otherwise), whether civil, criminal, administrative or investigative and whether formal or informal, including appeals, by reason of the fact that Indemnitee is or was or has agreed to serve as a director, officer, employee or agent of the Company,
or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or
manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity,
unless it is established that (a) the act or omission of Indemnitee was material to the matter giving rise to the action, suit or proceeding, including any appeals, and (i) was committed in bad faith or (ii) was the result of active
and deliberate dishonesty, (b) Indemnitee actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s
conduct was unlawful. 
 (b) The indemnification provided by this Section 1 shall be from and against all loss and liability suffered
and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding, including any appeals. 







 Section 2. Advance Payment of Expenses. To the
fullest extent permitted by the MGCL, expenses (including attorneys’ fees) incurred by Indemnitee in appearing at, participating in or defending any action, suit or proceeding or in connection with an enforcement action as contemplated by
Section 3(e), shall be paid by the Company in advance of the final disposition of such action, suit or proceeding within 30 days after receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from
time to time. Such statement or statements shall reasonably evidence the expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee and a written undertaking by or on behalf of Indemnitee,
in substantially the form attached hereto as Exhibit A or in such form as may be required under applicable law as in effect at the time of the execution thereof. This Section 2 shall be subject to Section 3(b) and shall not apply to
any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6(a). 
 Section 3. Procedure for
Indemnification; Notification and Defense of Claim.  
 (a) Promptly after receipt by Indemnitee of notice of the commencement of any
action, suit or proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company hereunder, notify the Company in writing of the commencement thereof. The failure to promptly notify the Company of the commencement of the
action, suit or proceeding, or of Indemnitee’s request for indemnification, will not relieve the Company from any liability that it may have to Indemnitee hereunder, except to the extent the Company is actually and materially prejudiced in its
defense of such action, suit or proceeding as a result of such failure. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor including such documentation and information as is reasonably
available to Indemnitee and is reasonably necessary to enable the Company to determine whether and to what extent Indemnitee is entitled to indemnification. 

(b) With respect to any action, suit or proceeding of which the Company is so notified as provided in this Agreement, the Company shall,
subject to the last two sentences of this paragraph, be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so.
After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any subsequently-incurred fees of separate counsel engaged
by Indemnitee with respect to the same action, suit or proceeding unless the employment of separate counsel by Indemnitee has been previously authorized in writing by the Company. Notwithstanding the foregoing, if Indemnitee, based on the advice of
his or her counsel, shall have reasonably concluded (with written notice being given to the Company setting forth the basis for such conclusion) that, in the conduct of any such defense, there is or is reasonably likely to be a conflict of interest
or position between the Company and Indemnitee with respect to a significant issue, then the Company will not be entitled, without the written consent of Indemnitee, to assume such defense. In addition, the Company will not be entitled, without the
written consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company. 
 (c) To the fullest extent
permitted by the MGCL, the Company’s assumption of the defense of an action, suit or proceeding in accordance with paragraph (b) above will constitute an irrevocable acknowledgement by the Company that any loss and liability suffered by
Indemnitee and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement by or for the account of Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 1 of this Agreement.

 (d) The determination whether to grant Indemnitee’s indemnification request shall be made promptly and in any event within 30 days
following the Company’s receipt of a request for indemnification in accordance with Section 3(a). If the Company determines that Indemnitee is entitled to 







 
such indemnification or, as contemplated by paragraph (c) above, the Company has acknowledged such entitlement, the Company will make payment to Indemnitee of the indemnifiable amount within
such 30 day period. If the Company is not deemed to have so acknowledged such entitlement or the Company’s determination of whether to grant Indemnitee’s indemnification request shall not have been made within such 30 day period, the
requisite determination of entitlement to indemnification shall, subject to Section 6(a), nonetheless be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a
material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under the MGCL. 

(e) In the event that (i) the Company determines in accordance with this Section 3 that Indemnitee is not entitled to indemnification
under this Agreement, (ii) the Company denies a request for indemnification, in whole or in part, or fails to respond or make a determination of entitlement to indemnification within 30 days following receipt of a request for indemnification as
described above, (iii) payment of indemnification is not made within such 30 day period, (iv) advancement of expenses is not timely made in accordance with Section 2, or (v) the Company or any other person takes or threatens to
take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to Indemnitee
hereunder, Indemnitee shall be entitled to an adjudication in any court of competent jurisdiction of his or her entitlement to such indemnification or advancement of expenses. Indemnitee’s expenses (including attorneys’ fees) incurred in
connection with successfully establishing Indemnitee’s right to indemnification or advancement of expenses, in whole or in part, in any such proceeding or otherwise shall also be indemnified by the Company to the fullest extent permitted by the
MGCL. 
 (f) Indemnitee shall be presumed to be entitled to indemnification and advancement of expenses under this Agreement upon submission
of a request therefor in accordance with Section 2 or Section 3 of this Agreement, as the case may be. The Company shall have the burden of proof in overcoming such presumption, and such presumption shall be used as a basis for a
determination of entitlement to indemnification and advancement of expenses unless the Company overcomes such presumption by clear and convincing evidence. 

Section 4. Insurance and Subrogation.  

(a) The Company shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance with reputable insurance
companies with A.M. Best ratings of “A” or better, Fitch ratings of “BBBq” or better, Moody’s ratings of “Baa2” or better or Standard & Poor’s ratings of “BBBpi” or better, providing
Indemnitee with coverage for any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf by reason of the fact that Indemnitee is or was or has agreed to serve as a director, officer, employee or agent of the Company,
or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or
manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or arising out of Indemnitee’s status as such, whether or not the Company would have
the power to indemnify Indemnitee against such liability under the provisions of this Agreement. Such insurance policies shall have coverage terms and policy limits at least as favorable to Indemnitee as the insurance coverage provided to any other
director or officer of the Company. If the Company has such insurance in effect at the time the Company receives from Indemnitee any notice of the commencement of an action, suit or proceeding, the Company shall give prompt notice of the
commencement of such action, suit or proceeding to the insurers in accordance with the procedures set forth in the policy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee,
all amounts payable as a result of such proceeding in accordance with the terms of such policy. 







 (b) Subject to Section 9(b), in the event of any payment by the Company under this
Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy. Indemnitee shall execute all papers required and take all action necessary to secure such
rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Company shall pay or reimburse all expenses actually and reasonably
incurred by Indemnitee in connection with such subrogation. 
 (c) Subject to Section 9(b), the Company shall not be liable under this
Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines and amounts paid in settlement, and excise taxes or penalties relating to the Employee Retirement Income Security Act of
1974, as amended) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise. 

Section 5. Certain Definitions. For purposes of this Agreement, the following definitions shall apply:

 (a) The term “action, suit or proceeding” shall be broadly construed and shall include, without limitation, the investigation,
preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed claim, action, suit, arbitration, alternative dispute mechanism or proceeding, whether civil, criminal,
administrative or investigative. 
 (b) The term “by reason of the fact that Indemnitee is or was or has agreed to serve as a director,
officer, employee or agent of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall
include a trustee, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise” shall be broadly construed and shall include, without
limitation, any actual or alleged act or omission to act. 
 (c) The term “expenses” shall be broadly construed and shall include,
without limitation, all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements, appeal bonds, other out-of-pocket costs and reasonable compensation for time spent by Indemnitee for which Indemnitee is not otherwise compensated by the Company or any third party), actually and reasonably incurred by
Indemnitee in connection with either the investigation, defense or appeal of an action, suit or proceeding or establishing or enforcing a right to indemnification under this Agreement or otherwise incurred in connection with a claim that is
indemnifiable hereunder. 
 (d) The term “judgments, fines and amounts paid in settlement” shall be broadly construed and shall
include, without limitation, all direct and indirect payments of any type or nature whatsoever, as well as any penalties or excise taxes assessed on a person with respect to an employee benefit plan. 







 Section 6. Limitation on Indemnification; Court-Ordered
Indemnification. 
 (a) Notwithstanding any other provision herein to the contrary, the Company shall not be obligated pursuant to
this Agreement: 
 (i) Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit
or proceeding (or part thereof), however denominated, initiated by Indemnitee, other than (i) an action, suit or proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Agreement (which shall
be governed by the provisions of Section 6(a)(ii) of this Agreement) and (ii) an action, suit or proceeding (or part thereof) that was authorized or consented to by the Board of Directors of the Company, it being understood and agreed that
such authorization or consent shall not be unreasonably withheld in connection with any compulsory counterclaim brought by Indemnitee in response to an action, suit or proceeding otherwise indemnifiable under this agreement. 

(ii) Action for Indemnification. To indemnify Indemnitee for any expenses incurred by Indemnitee with respect to any action, suit or
proceeding instituted by Indemnitee to enforce or interpret this Agreement, unless Indemnitee is successful in such action, suit or proceeding in establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of
expenses hereunder (in which case such indemnification or advancement shall be to the fullest extent permitted by the MGCL), or unless and to the extent that the court in such action, suit or proceeding shall determine that, despite
Indemnitee’s failure to establish their right to indemnification, Indemnitee is entitled to indemnity for such expenses; provided, however, that nothing in this Section 6(a)(ii) is intended to limit the Company’s obligations with
respect to the advancement of expenses to Indemnitee in connection with any such action, suit or proceeding instituted by Indemnitee to enforce or interpret this Agreement, as provided in Section 2 and Section 3(e) hereof. 

(iii) Section 16(b) Matters. To indemnify Indemnitee on account of any suit in which judgment is rendered against
Indemnitee for disgorgement of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended. 

(iv) Bad Faith or Active and Deliberate Dishonesty. To indemnify Indemnitee on account of conduct by Indemnitee where such conduct has
been determined by a final (not interlocutory) judgment or other adjudication of a court or arbitration or administrative body of competent jurisdiction as to which there is no further right or option of appeal or the time within which an appeal
must be filed has expired without such filing to have been committed in bad faith or to have resulted from active and deliberate dishonesty. 

(v) Prohibited by Law. To indemnify Indemnitee in any circumstance where such indemnification has been determined by a final (not
interlocutory) judgment or other adjudication of a court or arbitration or administrative body of competent jurisdiction as to which there is no further right or option of appeal or the time within which an appeal must be filed has expired without
such filing to be prohibited by law. 
 (b) Notwithstanding any other provision of this Agreement, a court of appropriate jurisdiction, upon
application of Indemnitee and such notice as the court shall require, may order indemnification of Indemnitee by the Company in the following circumstances: 

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







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

Section 7. Certain Settlement Provisions. The Company shall have no obligation to indemnify Indemnitee
under this Agreement for any amounts paid in settlement of any action, suit or proceeding without the Company’s prior written consent. The Company shall not settle any action, suit or proceeding in any manner that would impose any fine or other
obligation on Indemnitee without Indemnitee’s prior written consent. Neither the Company nor Indemnitee will unreasonably withhold his, her, its or their consent to any proposed settlement. 

Section 8. Savings Clause. If any provision or provisions (or portion thereof) of this Agreement shall
be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee if Indemnitee was or is made or is threatened to be made a party or is otherwise involved in any threatened, pending or
completed action, suit or proceeding (brought in the right of the Company or otherwise), whether civil, criminal, administrative or investigative and whether formal or informal, including appeals, by reason of the fact that Indemnitee is or was or
has agreed to serve as a director, officer, employee or agent of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent
(which, for purposes hereof, shall include a trustee, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action
alleged to have been taken or omitted in such capacity, from and against all loss and liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by or on behalf of Indemnitee
in connection with such action, suit or proceeding, including any appeals, to the fullest extent permitted by any applicable portion of this Agreement that shall not have been invalidated. 

Section 9. Contribution/Jointly Indemnifiable Claims.  

(a) In order to provide for just and equitable contribution in circumstances in which the indemnification provided for herein is held by a
court of competent jurisdiction to be unavailable to Indemnitee in whole or in part, it is agreed that, in such event, the Company shall, to the fullest extent permitted by the MGCL, contribute to the payment of all of Indemnitee’s loss and
liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by or on behalf of Indemnitee in connection with any action, suit or proceeding, including any appeals, in an
amount that is just and equitable in the circumstances; provided, that, without limiting the generality of the foregoing, such contribution shall not be required where such holding by the court is due to any limitation on indemnification set forth
in Section 4(c), Section 6(a) (other than clause (v)) or Section 7 hereof. 
 (b) Given that certain jointly indemnifiable
claims may arise due to the service of the Indemnitee as a director and/or officer of the Company at the request of the Indemnitee-related entities, the Company acknowledges and agrees that the Company shall be fully and primarily responsible for
the payment to the Indemnitee in respect of indemnification or advancement of expenses in connection with any such jointly indemnifiable claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the
Indemnitee may have from the Indemnitee-related entities. Under no circumstance shall the Company be entitled to any right of subrogation against or contribution by the Indemnitee-related entities and no right of advancement, indemnification or
recovery the Indemnitee may 







 
have from the Indemnitee-related entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-related
entities shall make any payment to the Indemnitee in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the Indemnitee-related entity making such payment shall be subrogated to the extent of such
payment to all of the rights of recovery of the Indemnitee against the Company, and Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of
such documents as may be necessary to enable the Indemnitee-related entities effectively to bring suit to enforce such rights. The Company and Indemnitee agree that each of the Indemnitee-related entities shall be third-party beneficiaries with
respect to this Section 9(b), entitled to enforce this Section 9(b) as though each such Indemnitee-related entity were a party to this Agreement. For purposes of this Section 9(b), the following terms shall have the following
meanings: 
 (i) The term “Indemnitee-related entities” means any corporation, limited liability company, partnership, joint
venture, trust, employee benefit plan or other enterprise (other than the Company or any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise Indemnitee has agreed, on behalf of
the Company or at the Company’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described in this Agreement) from whom an Indemnitee may be entitled to indemnification or advancement of
expenses with respect to which, in whole or in part, the Company may also have an indemnification or advancement obligation (other than as a result of obligations under an insurance policy). 

(ii) The term “jointly indemnifiable claims” shall be broadly construed and shall include, without limitation, any action, suit or
proceeding for which the Indemnitee shall be entitled to indemnification or advancement of expenses from both the Indemnitee-related entities and the Company pursuant to the MGCL, other applicable law, any agreement or the certificate of
incorporation, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company or the Indemnitee-related entities, as applicable. 

Section 10. Form and Delivery of Communications. All notices, requests, demands and other
communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand, upon receipt by the party to whom said notice or other communication shall have been directed, (b) mailed by
certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (c) mailed by reputable overnight courier, one day after deposit with such courier and with written verification of receipt or
(d) sent by email or facsimile transmission, with receipt of oral or written confirmation that such transmission has been received. Notice to the Company shall be directed to the General Counsel, by email at [    ] or by
facsimile at [    ]. Notice to Indemnitee shall be directed to Indemnitee’s contact information on file with the Company’s Corporate Secretary or its Human Resources Department. 

Section 11. Nonexclusivity. The provisions for indemnification and advancement of expenses set forth
in this Agreement shall not be deemed exclusive of any other rights which Indemnitee may have under any provision of law, in any court in which a proceeding is brought, other agreements or otherwise, and Indemnitee’s rights hereunder shall
inure to the benefit of the heirs, executors and administrators of Indemnitee. No amendment or alteration of the Company’s Charter or Bylaws or any other agreement shall adversely affect the rights provided to Indemnitee under this Agreement.








 Section 12. No Construction as Employment Agreement.
Nothing contained herein shall be construed as giving Indemnitee any right to be retained as a director of the Company or in the employ of the Company. For the avoidance of doubt, the indemnification and advancement of expenses provided under this
Agreement shall continue as to the Indemnitee even though he or she may have ceased to be a director, officer, employee or agent of the Company for any action occurring prior to such cessation. 

Section 13. Interpretation of Agreement. It is understood that the parties hereto intend this
Agreement to be interpreted and enforced so as to provide indemnification to Indemnitee to the fullest extent now or hereafter permitted by the MGCL. 

Section 14. Entire Agreement. This Agreement and the documents expressly referred to herein constitute
the entire agreement between the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters covered hereby are expressly superseded by
this Agreement. 
 Section 15. Modification and Waiver. No supplement, modification, waiver or
amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not
similar) nor shall such waiver constitute a continuing waiver. For the avoidance of doubt, this Agreement may not be terminated by the Company without Indemnitee’s prior written consent. 

Section 16. Successor and Assigns. All of the terms and provisions of this Agreement shall be binding
upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company shall require and cause any direct or indirect
successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of such Indemnitor, by written agreement in form and substance reasonably satisfactory to Indemnitee, expressly to assume and
agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. 

Section 17. Service of Process and Venue. The Company and Indemnitee hereby irrevocably and
unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States
District Court for the District of Maryland, Baltimore Division (the “Maryland Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the
exclusive jurisdiction of the Business and Technology Case Management Program of the Maryland Court, if available, for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent such
party is not otherwise subject to service of process in the State of Maryland, irrevocably [•] as its agent in the State of Maryland as such party’s agent for acceptance of legal process in connection with any such action or proceeding
against such party with the same legal force and validity as if served upon such party personally within the State of Maryland, (iv) waive any objection to the laying of venue of any such action or proceeding in the Maryland Court, and
(v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Maryland Court has been brought in an improper or inconvenient forum. 

Section 18. Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of Maryland. If a court of competent jurisdiction shall make a final determination that the provisions of the law of any state other than Maryland govern indemnification by the Company of Indemnitee, then the indemnification
provided under this Agreement shall in all instances be enforceable to the fullest extent permitted under such law, notwithstanding any provision of this Agreement to the contrary. 







 Section 19. Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument, notwithstanding that both parties are not signatories to the original or same
counterpart. 
 Section 20. Headings. The section and subsection headings contained in this
Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 
 [remainder
of this page intentionally left blank] 







 This Indemnification Agreement has been duly executed and delivered to be effective as of the
date stated above. 
  

									
	COREPOINT LODGING INC.	 		 	INDEMNITEE
				
	By:	 	
                     
                            
	 		 	
                     
                        

		 	 [name]
	 		 	Name:	 	
                     
            

		 	 [title]
	 		 	Title:	 	
                     
                









 EXHIBIT A 

AFFIRMATION AND UNDERTAKING TO REPAY EXPENSES ADVANCED 

To: The Board of Directors of CorePoint Lodging Inc. 
 Re:
Affirmation and Undertaking 
 Ladies and Gentlemen: 

This Affirmation and Undertaking is being provided pursuant to that certain Indemnification Agreement dated
the            day of                     ,
20            , by and between CorePoint Lodging Inc., a Maryland corporation (the “Company”), and the undersigned Indemnitee (the “Indemnification Agreement”), pursuant
to which I am entitled to advance of expenses in connection with [Description of Proceeding] (the “Proceeding”). 
 Terms
used herein and not otherwise defined shall have the meanings specified in the Indemnification Agreement. 
 I hereby affirm my good faith
belief that at all times, insofar as I was involved as [a director] [and] [an officer] of the Company, in any of the facts or events giving rise to the Proceeding, I (1) did not act with bad faith or active or deliberate
dishonesty, (2) did not receive any improper personal benefit in money, property or services and (3) in the case of any criminal proceeding, had no reasonable cause to believe that any act or omission by me was unlawful. 

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

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

	
	 Name: