Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of July 21, 2020 among Watermark Lodging Trust, Inc., a Maryland corporation (the “Company”), CWI 2 OP, LP, a Delaware limited partnership (the “Operating Partnership”), ACP Watermark Investment LLC, a Delaware limited liability company (the “Purchaser”), and Ascendant Capital Fund LP, a Delaware limited partnership (“Ascendant Guarantor”), Oaktree Special Situation Fund II AIF Holdings (Delaware), L.P., a Delaware limited partnership (“Oaktree Guarantor 1”), Oaktree Huntington Investment Fund II AIF (Delaware), L.P., a Delaware limited partnership (“Oaktree Guarantor 2”), Oaktree Star Investment Fund II AIF (Delaware), L.P., a Delaware limited partnership (“Oaktree Guarantor 3”) and Oaktree Real Estate Opportunities Fund VIII, L.P., a Cayman Islands limited partnership (“Oaktree Guarantor 4”, and together with Ascendant Guarantor, Oaktree Guarantor 1, Oaktree Guarantor 2 and Oaktree Guarantor 3, the "Guarantors") solely in connection with the obligations set forth in Section 3.15 hereof.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company, the Operating Partnership and the Purchaser hereby agree as follows:

Article I

PURCHASES AND SALES

Section 1.01.      Initial Closing.

(a)         On the Initial Closing Date (as defined below), upon the terms and subject to the conditions set forth herein, (a) the Company agrees to issue and sell, and the Purchaser agrees to purchase, 200,000 shares (the “Initial Shares”) of the Company’s 12% Series B Cumulative Redeemable Preferred Stock, liquidation preference $1,000.00 per share (the “Series B Preferred Stock”); and (b) the Operating Partnership agrees to sell, and the Purchaser agrees to purchase, a series of warrants (the “Warrants”) to purchase 16,778,446 of the Operating Partnership's operating partnership units (“OP Units”), for an aggregate purchase price of $200,000,000.00 (the “Aggregate Initial Closing Purchase Price”). The parties hereto agree that the Aggregate Initial Closing Purchase Price shall be allocated between the Initial Shares and the Warrants in accordance with Section 3.18. The Warrants, the Initial Shares, the Warrant Units and the Additional Shares (each, as defined below), if purchased, are hereinafter collectively called the “Securities.”

(b)        On the Initial Closing Date, the Operating Partnership shall issue the Warrants in substantially the form attached hereto as Exhibit A. The Warrants shall have an exercise price equal to $0.01 per OP Unit, issuable upon exercise of the Warrants (“Warrant Units”).

Section 1.02.      Subsequent Closings for Additional Working Capital and Acquisitions.

(a)          Subject to the terms and conditions set forth herein, the Company shall have the right to require the Purchaser to purchase, and the Purchaser shall purchase, up to an aggregate of 150,000 additional shares of Series B Preferred Stock (“Additional Shares”) for an aggregate purchase price of $150,000,000.00 (the “Maximum Working Capital Amount”) on one or more closing dates following the Initial Closing Date, none of which shall take place later than 18 months after the Initial Closing Date (as defined herein), for the purpose of providing additional working capital to the Company. Each closing of the purchase and sale of Additional Shares pursuant to this Section 1.02(a) shall be for a number of Additional Shares having an aggregate liquidation preference of not less than $25,000,000.

(b)            Subject to the terms and conditions set forth herein, the Company shall also have the right to require the Purchaser to purchase, and the Purchaser shall purchase, up to an aggregate of 100,000 Additional Shares for an aggregate purchase price of $100,000,000.00 (the “Maximum Acquisition Amount”) on one or more closing dates following the Initial Closing Date, none of which shall take place later than 18 months after the Initial Closing Date, solely for the purpose of providing funding for the consummation by the Company of Approved Acquisitions (including related expense deposits). An “Approved Acquisition” is an acquisition by the Company satisfying the following requirements: (i) the acquisition is for one or more lodging-related assets or debt secured thereby (x) with at least 100 rooms, (y) located in one of the 25 largest real estate markets in North America or in the Company's identified target markets and (z) of quality consistent with past practices of the Company and its Subsidiaries, (ii) the transaction has been approved in writing in advance by the Purchaser in Purchaser’s sole discretion unless the requirements of clauses (i), (iii), (iv), (v) and (vi) of this Section 1.02(b) are satisfied, in which case such approval shall not be unreasonably withheld or delayed, (iii) is with a counterparty that is not an Affiliate of the Company and is on terms no less favourable to the Company than the terms that would be available in an arms’ length transaction, (iv) the transaction is structured as a direct real estate or loan acquisition (or through a joint venture where the Company owns at least 10% of the equity interests), (v) to the extent such transaction is financed with debt, any such debt is non-recourse to the Company and its Subsidiaries, subject to customary recourse carveouts, environmental indemnities, completion and carry guarantees, key money guarantees and other customary carveouts, and (vi) the valuation is reasonably consistent with market comparables. Each date on which the closing of a purchase of Additional Shares is made pursuant to Section 1.02(a) or (b) is referred to herein as a “Subsequent Closing Date,” and the purchase price to be paid for Additional Shares at each Subsequent Closing is referred to as an "Aggregate Subsequent Closing Purchase Price (any such Aggregate Subsequent Closing Purchase Price, collectively with the Aggregate Initial Closing Purchase Price, the “Aggregate Purchase Price”)." Except as otherwise agreed to by the Purchaser, each closing of the purchase and sale of Additional Shares pursuant to this Section 1.02(b) shall be for a number of Additional Shares having an aggregate liquidation preference of not less than $5,000,000.

(c)          On each Subsequent Closing Date, the Purchaser shall purchase the total number of Additional Shares being sold on such Subsequent Closing Date. In order to exercise its rights to require the Purchaser to purchase Additional Shares, the Company must: (a) give the Purchaser written notice of the Company's exercise of this right, stating the number of Additional Shares to be sold and purchased on the Subsequent Closing Date, not less than ten Business Days prior to the Subsequent Closing Date together with wire instructions pursuant to which the proceeds of such sale shall be sent (a “Subsequent Closing Date Notice”); and (b) satisfy all conditions to the Subsequent Closing Date contemplated by this Agreement. Assuming proper notice and the satisfaction of all conditions to the Subsequent Closing, on each Subsequent Closing Date the Company shall issue, sell and deliver to the Purchaser, and the Purchaser shall purchase and acquire from the Company, the number of Additional Shares set forth in the applicable Subsequent Closing Date Notice (not to exceed the Maximum Working Capital Amount in respect of all purchases of Additional Shares pursuant to Section 1.02(a) and the Maximum Acquisition Amount in respect of all purchases of Additional Shares pursuant to Section 1.02(b)).

(d)            Depending on their issue dates, the Additional Shares issued on a particular Subsequent Closing Date may bear different CUSIP numbers and may not be fungible with the Initial Shares. The Company shall determine in its reasonable discretion whether the Additional Shares issued at a particular Subsequent Closing should bear different CUSIP numbers, or be designated as one or more separate series of preferred stock of the Company having identical terms to the Series B Preferred Stock, and not be fungible with the Initial Shares. Any Additional Shares that are issued as a separate series shall, to the extent practicable, provide that they shall be automatically exchanged for shares of Series B Preferred Stock as soon as the condition causing the lack of fungibility no longer exists. The Company shall cooperate with the Purchaser to grant a waiver with respect to the Aggregate Share Ownership Limit (as defined in the charter of the Company) with respect to the Additional Shares, if necessary, and the Purchaser shall cooperate with the Company in providing the Company with any information regarding the Purchaser that is reasonably requested by the Company to monitor and maintain the Company's compliance with the requirements for qualification as a REIT.

(e)          Any failure by the Purchaser to purchase the full amount of Additional Shares specified in any Subsequent Closing Date Notice delivered by the Company on any Subsequent Closing Date as to which the Company has satisfied in full all applicable closing conditions (a “Funding Default”) shall, if not cured within five (5) Business Days following writing notice from the Company, result in the following:

(i)           The Purchaser shall immediately forfeit the voting rights of the Series B Preferred Stock as described in Section 11(c)(iii), (iv), (v) and (vi) of the Articles Supplementary (as defined herein);

(ii)          Each Purchaser Director or the Purchaser Board Observer (each, as defined herein), if any, shall immediately resign, and the Purchaser shall cause each Purchaser Director or the Purchaser Board Observer, as applicable, to immediately resign, from the Board of Directors of the Company (the “Board”) effective as of the date of the Funding Default, and the Purchaser shall no longer have any rights under Section 3.04 hereto;

(iii)         Within nine months after such Funding Default, the Company shall have the right to repurchase from the Purchaser, and the Purchaser shall sell to the Company, any and all outstanding shares of Series B Preferred Stock at a redemption price equal to the Liquidation Preference (as defined in the Articles Supplementary) plus accrued and unpaid dividends, in accordance with the procedures set forth in Section 7 of the Articles Supplementary, and any and all outstanding Warrants at a redemption price equal to $0.01 per OP Unit for which such Warrants are then exercisable, in accordance with the procedures set forth in Section 3 of the Warrants; provided, that, the Company shall decrease the redemption price for the Series B Preferred Stock by the portion of the Origination Fee (as defined below) paid by the Company at the Initial Closing that was associated with the Funding Default; and

(iv)         To the extent the Company does not exercise its right to repurchase the outstanding Series B Preferred Stock in accordance with Section 1.02(e)(iii), the Company shall have the right to net the amount of the Origination Fee (as defined herein) paid by the Company at the Initial Closing that was associated with the Funding Default against future payment of Dividends (as defined in the Articles Supplementary) payable to the Purchaser.

The foregoing remedies are in addition to other remedies available to the Company at law or in equity.

Section 1.03.      Deliveries.

(a)          The completion of the purchase and sale of the Initial Shares and the Warrants being purchased hereunder (the “Initial Closing”) shall occur remotely via the exchange of documents and signatures on or prior to July 24, 2020, promptly following the satisfaction of all conditions for the Initial Closing set forth below (the “Closing Conditions”), or on such later date or at such different location as the parties shall agree to in writing, but not prior to or later than the second Business Day (as defined herein) after the date that the Closing Conditions to the Initial Closing have been satisfied or waived by the appropriate party (the “Initial Closing Date”).

At the Initial Closing, the Purchaser shall deliver to an account designated by the Company, via wire transfer of immediately available funds, the Aggregate Initial Closing Purchase Price as set forth in Section 1.01 above, and (i) the Company shall deliver to the Purchaser (or its designated custodian per its delivery instructions), the Initial Shares issuable to the Purchaser pursuant to this Agreement in electronic, book-entry form, registered in the name of the Purchaser, or confirmation of instruction given by the Company to DST Systems Inc., in its capacity as the Company’s transfer agent for the Series B Preferred Stock (the “Transfer Agent”), to register the Initial Shares in electronic, book-entry form with respect to, the number of Initial Shares set forth in Section 1.01 above and bearing an appropriate legend referring to the fact that the Initial Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) thereof; and (ii) the Operating Partnership shall deliver to the Purchaser (or its designated custodian per its delivery instructions), the Warrants, registered in the name of the applicable Purchaser in substantially the form attached hereto as Exhibit A, representing the number of OP Units set forth in Section 1.01 above and bearing an appropriate legend referring to the fact that the Warrants were sold in reliance upon the exemption from registration under the Securities Act provided by Section 4(a)(2) thereof.

(b)          The closing of the purchase and sale of Additional Shares (each, a “Subsequent Closing”) on a Subsequent Closing Date shall occur remotely via the exchange of documents and signatures at each Subsequent Closing, on the later of (i) the seventh Business Day after the date of the Subsequent Closing Date Notice and (ii) the second Business Day following the satisfaction of all conditions for each Subsequent Closing set forth below that have not been satisfied or waived by the appropriate party prior to the applicable Subsequent Closing Date. At each Subsequent Closing, if any, the Purchaser shall deliver to the account or accounts designated by the Company in the Subsequent Closing Date Notice, via wire transfer of immediately available funds, the applicable portion of the Aggregate Subsequent Closing Purchase Price set forth in the Subsequent Closing Date Notice, and the Company shall either deliver to the Purchaser (or its designated custodian) the number of Additional Shares specified in the applicable Subsequent Closing Date Notice in electronic, book-entry form, registered in the name(s) designated in the Subsequent Closing Date Notice, or provide confirmation of instruction given by the Company to the Transfer Agent, to register the Additional Shares in electronic, book-entry form with respect to, the number of Additional Shares set forth in the Subsequent Closing Date Notice and bearing an appropriate legend referring to the fact that the Additional Shares were sold in reliance upon the exemption from registration under the Securities Act provided by Section 4(a)(2) thereof.

Section 1.04.      Closing Conditions.

(a)          The obligations of the Company hereunder in connection with the Initial Closing and each Subsequent Closing, as applicable, are subject to the following conditions being met:

(i)            the representations and warranties of the Purchaser shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, Material Adverse Effect or Material Adverse Change (each as defined below), which shall be true and correct in all respects) as of the date when made and as of the Initial Closing Date (or any Subsequent Closing Date, as applicable) as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date);

(ii)            the Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Initial Closing Date (or any Subsequent Closing Date, as applicable);

(iii)            receipt by the Company of a wire transfer to the account designated by the Company of same-day funds in the full amount of the Aggregate Initial Closing Purchase Price for the Initial Shares and the Warrants being purchased hereunder less (x) the amount of the Origination Fee (as defined below) and (y) the expense reimbursement provided for in Section 3.09 hereof (or, with respect to any Subsequent Closing, as applicable, the Aggregate Subsequent Closing Purchase Price for the Additional Shares);

(iv)            receipt by the Company of the Investor Rights Agreement, dated as of the Initial Closing Date, by and between the Company and the Purchaser, a form of which is attached hereto as Exhibit B (the “Investor Rights Agreement”), which shall have been executed and delivered by a duly authorized officer of each of the Purchaser; and

(v)            receipt by the Company of an applicable IRS Form W-8 or W-9 from each of the Purchaser; and

(vi)           the Purchaser shall have delivered to the Company a certificate signed by an officer of the Purchaser, dated as of the Closing Date, certifying that the conditions specified in Section 1.04(a)(i) and (ii) have been fulfilled.

(b)            The obligations of the Purchaser hereunder in connection with the Initial Closing and each Subsequent Closing, as applicable, are subject to the following conditions being met:

(i)            with respect to the Initial Closing only, the Fundamental Representations shall be true and correct and the other representations and warranties of the Company and the Operating Partnership shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, Material Adverse Effect or Material Adverse Change, which shall be true and correct in all respects) as of the date when made and as of the Initial Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date);

(ii)            with respect to a Subsequent Closing, (x) the Fundamental Representations of the Company and the Operating Partnership shall be true and correct as of the applicable Subsequent Closing Date and (y) the other representations and warranties of the Company and the Operating Partnership shall be true and correct as of the Subsequent Closing Date (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date), except for (1) such failures to be true and correct as have not had, and would not reasonably be expected to have, a Material Adverse Effect, individually or in the aggregate; and (2) such failures to be true and correct that relate to the properties set forth in Section 1.04(b)(ii) of the Disclosure Schedules (as defined below) delivered at the Initial Closing;

(iii)          with respect to each Subsequent Closing only, there shall not have occurred a failure by the Company to effect any required redemption under the Series B Preferred Stock issued prior to such Subsequent Closing Date;

(iv)          the Company and the Operating Partnership shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company and the Operating Partnership at or prior to the Initial Closing (or any Subsequent Closing, as applicable), including filing the Articles Supplementary with the State Department of Assessments and Taxation of Maryland (the “SDAT”);

(v)            receipt by the Purchaser of a legal opinion, substantially in the form previously agreed with the Purchaser, dated as of the Initial Closing Date (or any Subsequent Closing Date, as applicable), of Clifford Chance US LLP to the effect that, commencing with the Company's taxable year that ended on December 31, 2015, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (“Code”) and its current and proposed method of operation will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code, which opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by the Company and the Operating Partnership. In rendering such opinion, counsel shall be permitted to rely on the opinion of counsel to Carey Watermark Investors Incorporated that such company was organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code commencing with its taxable year that ended on December 31, 2011 through April 13, 2020;

(vi)            receipt by the Purchaser of a counterpart of the Investor Rights Agreement which shall have been executed and delivered by a duly authorized officer of the Company;

(vii)           receipt by the Purchaser of a cross-receipt executed by the Company and delivered to the Purchaser certifying that it has received from the Purchaser an amount in cash equal to the Aggregate Initial Closing Purchase Price (or, with respect to any Subsequent Closing, as applicable, the applicable portion of the Aggregate Subsequent Closing Purchase Price for the Additional Shares payable at such Subsequent Closing);

(viii)           receipt by the Purchaser of a waiver from the stock ownership limits covering the Initial Shares and the Additional Shares;

(ix)            with respect to each Subsequent Closing relating to an Approved Acquisition only, the written approval of the Purchaser to such Approved Acquisition shall have been obtained;

(x)             payment at the Initial Closing of a fee (the “Origination Fee”) equal to 1.0% of the sum of (i) the Aggregate Initial Closing Purchase Price, (ii) the Maximum Working Capital Amount and (iii) the Maximum Acquisition Amount by the Company to the Purchaser by the Purchaser deducting the amount of the Origination Fee from the Aggregate Initial Closing Purchase Price paid to the Company at the Initial Closing; and

(xi)          the Company shall have delivered to the Purchaser a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that the conditions specified in Section 1.04(b)(iv), Section 1.04(b)(i) (only in the case of the Initial Closing) and Section 1.04(b)(ii) (only in the case of a Subsequent Closing) have been fulfilled.

(c)            The obligations of both the Company and the Purchaser hereunder in connection with the Initial Closing and each Subsequent Closing, as applicable, are further subject to the condition that no order, judgment, injunction or decree issued by a governmental authority of competent jurisdiction prohibiting consummation of the transactions contemplated by this Agreement or the other Transaction Documents shall be in effect and no Law shall have been enacted, issued, promulgated, enforced or entered into by any governmental authority that enjoins or otherwise prohibits the consummation of the transactions contemplated by the this Agreement or the other Transaction Documents.

Article II

REPRESENTATIONS AND WARRANTIES

Section 2.01.      Representations, Warranties and Covenants of the Company and the Operating Partnership. The Company and the Operating Partnership, jointly and severally, hereby represent and warrant to, and covenant with, the Purchaser as of the date of this Agreement and the Initial Closing Date (or any Subsequent Closing Date, as applicable), unless otherwise specified:

(a)            SEC Reports. The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”), since January 1, 2018. The SEC Reports (i) as of the time they were filed (or if subsequently amended, when amended, and as of the date hereof), complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and (ii) did not, at the time they were filed (or if subsequently amended or superseded by an amendment or other filing, then, on the date of such subsequent filing), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

(b)            Organization.

(i)            The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland and the Operating Partnership has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware, in each case, with full power and authority to own, hold or lease its respective properties and to conduct its respective businesses as described the SEC Reports, to execute and deliver this Agreement, the Articles Supplementary, the Warrants and the Investor Rights Agreement, as applicable (the “Transaction Documents”), and to consummate the transactions contemplated herein and therein.

(ii)            Each of the Subsidiaries of the Company identified on Schedule I hereto has been duly incorporated, formed or organized and is validly existing as a corporation, general or limited partnership or limited liability company in good standing under the laws of its respective jurisdiction of incorporation, formation or organization with full power and authority to own, hold or lease its respective properties and to conduct its respective businesses as described in the SEC Reports. As used herein, the term “Subsidiaries” shall refer to (i) any corporation of which more than fifty percent (50%) of the outstanding voting securities is, directly or indirectly, owned by the Company, and (ii) any partnership, limited liability company, joint venture or other entity of which more than fifty percent (50%) of the total equity interest is, directly or indirectly, owned by the Company or of which the Company or any Subsidiary is a general partner, manager, managing member or the equivalent.

(c)            Good Standing and Qualification. The Company and each of the Subsidiaries is duly qualified or licensed and in good standing in each jurisdiction in which it conducts its businesses or in which it owns, holds or leases real property or otherwise maintains an office and in which the failure, individually or in the aggregate, to be so qualified or licensed would have a Material Adverse Effect (as defined below); except as disclosed in the SEC Reports or in Section 2.01(c) of the disclosure schedules of the Company accompanying this Agreement (the “Disclosure Schedules”), no Subsidiary is prohibited or restricted, directly or indirectly, from paying dividends to the Company, or from making any other distribution with respect to such Subsidiary’s capital stock or other equity interests or from repaying to the Company or any other Subsidiary any amounts which may from time to time become due under any loans or advances to such Subsidiary from the Company or such other Subsidiary, or from transferring any such Subsidiary’s property or assets to the Company or to any other Subsidiary, other than property or assets subject to a Lien (as defined below); other than as disclosed in the SEC Reports, the Company and the Operating Partnership do not own, directly or indirectly, any capital stock or other equity securities of any other corporation or any ownership interest in any partnership, joint venture or other association. “Material Adverse Effect” or “Material Adverse Change” means any event, occurrence, fact, condition or change that is materially adverse to (a) the business, results of operations, condition (financial or otherwise), liabilities or assets of the Company, or (b) the ability of the Company to consummate the transactions contemplated hereby and by the other Transaction Documents; provided, however, that “Material Adverse Effect” and “Material Adverse Change” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the lodging and travel industries; (iii) the effects of the COVID-19 pandemic, (iv) any changes in financial or securities markets in general; (v) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (vi) any action required or permitted by this Agreement; (vii) any changes in applicable Laws or accounting rules, including GAAP; or (viii) the public announcement, pendency or completion of the transactions contemplated by this Agreement and the other Transaction Documents; provided further, however, that any event, occurrence, fact, condition or change referred to in clauses (i) through (v) immediately above shall be taken into account in determining whether a Material Adverse Effect or Material Adverse Change has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on the Company compared to other participants in the lodging and travel industries.

(d)           No Default. Except as set forth in Section 2.01(d) of the Disclosure Schedules, neither the Company nor any Subsidiary is in breach of or in default under (nor has any event occurred which with notice, lapse of time, or both would constitute a breach of, or default under), (i) its respective charter, bylaws, agreement of limited partnership, operating agreement or other similar organizational documents (the “Organizational Documents”), (ii) the performance or observance of any obligation, agreement, covenant or condition contained in any license, indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them or their respective properties is bound, or (iii) any federal, state, local or foreign law, regulation or rule or any decree, judgment, permit or order (each, a “Law”) applicable to the Company or any Subsidiary, except, in the case of clauses (ii) and (iii) above, for such breaches or defaults which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(e)          No Conflict. Except as set forth in Section 2.01(e) of the Disclosure Schedules, the issuance and sale of the Securities, the execution, delivery and performance of the Transaction Documents, the execution and filing of the Articles Supplementary, and the consummation of the transactions contemplated herein and thereunder (including the issuance of the Warrant Units upon any exercise of the Warrants) will not (A) conflict with, or result in any breach of, or constitute a default under (nor constitute any event which with notice, lapse of time or both would constitute a breach of, or default under), (i) any provision of the Organizational Documents of the Company or any Subsidiary, (ii) any provision of any license, indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them or their respective properties may be bound or affected, or (iii) any Law applicable to the Company or any Subsidiary, except in the case of clauses (ii) and (iii) for such breaches or defaults which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or (B) result in the creation or imposition of any lien, charge, claim or encumbrance upon any property or asset of the Company or any Subsidiary.

(f)            Financial Statements. The consolidated financial statements, including the notes thereto, included in the SEC Reports present fairly the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and their consolidated results of operations and changes in financial position and cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) and on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and in accordance with Regulation S-X promulgated by the United States Securities and Exchange Commission (the “Commission”); all disclosures contained in the SEC Reports, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable.

(g)            Capitalization.

(i)            The authorized capital stock of the Company consists of 400,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), and 50,000,000 shares of preferred stock, par value $0.001 per share (“Preferred Stock”). Of such Preferred Stock, upon the acceptance for record of the Articles Supplementary by the SDAT, 1,300,000 shares will be designated as the Series B Preferred Stock.

(ii)            As of July 17, 2020, (i) 228,748,349.5500 shares of Common Stock were issued and outstanding, (ii) 624,775.0000 shares of Common Stock were reserved for issuance upon the exercise of outstanding stock options or the vesting of unvested restricted stock awards, and restricted stock units issued pursuant to the Company’s 2015 Equity Incentive Plan (the “2015 Plan”) or the vesting of unvested restricted stock units not issued pursuant to the 2015 Plan and (iii) 231,166,345.5500 OP Units were issued and outstanding.

(iii)            All of the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable. All of the outstanding shares of capital stock, partnership interests and membership interests, as the case may be, of the Subsidiaries have been duly authorized and are validly issued, fully paid and nonassessable securities thereof and, except as disclosed in the SEC Reports, all of the outstanding shares of capital stock, partnership interest or membership interests, as the case may be, of the Subsidiaries are directly or indirectly owned of record and beneficially by the Company; except as disclosed in the SEC Reports, there are no outstanding (i) securities or obligations of the Company or any of the Subsidiaries convertible into or exchangeable for any capital stock or other equity interests of the Company or any such Subsidiary, (ii) warrants, rights or options to subscribe for or purchase from the Company or any such Subsidiary any such capital stock or other equity interests or any such convertible or exchangeable securities or obligations or (iii) obligations of the Company or any such Subsidiary to issue any shares of capital stock or other equity interests, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options; all issued and outstanding units of partnership interest in the Operating Partnership (“Units”) owned by the Company are owned free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances.

(h)            Valid Issuance of the Initial Shares. The Initial Shares have been duly and validly authorized for issuance and sale by the Company, and, when issued and delivered to the Purchaser against payment therefor pursuant to this Agreement, will be duly and validly issued, fully paid and non-assessable and will not be subject to any statutory and contractual preemptive rights (except as provided in the Articles Supplementary), first refusal rights or similar rights; the Initial Shares, when issued and delivered against payment therefor as provided herein, will be free of any restriction upon the voting or transfer thereof pursuant to the Company’s charter or bylaws or any agreement or other instrument to which the Company is a party other than the restrictions on ownership and transfer set forth in the Company’s charter.

(i)             Valid Issuance of the Additional Shares. The Additional Shares have been duly and validly authorized and reserved for issuance and sale by the Company, and, when issued and delivered against payment therefor pursuant to this Agreement, will be duly and validly issued, fully paid and non-assessable and will not be subject to any statutory and contractual preemptive rights (except as provided in the Articles Supplementary), first refusal rights or similar rights; the Additional Shares, when issued and delivered against payment therefor as provided herein, will be free of any restriction upon the voting or transfer thereof pursuant to the Company’s charter or bylaws or any agreement or other instrument to which the Company is a party other than the restrictions on ownership and transfer set forth in the Company’s charter.

(j)            Valid Issuance of the Warrant Units. The Warrant Units have been duly and validly authorized and reserved for issuance by the Operating Partnership, and, when issued upon exercise of the Warrants, in accordance with the terms of the Warrants, will be fully paid and nonassessable, and the issuance of the Warrant Units will not be subject to any statutory or contractual preemptive right, right of first refusal or other similar rights; the Warrant Units when issued and delivered against payment therefor as provided in the Warrants will be free of any restriction upon the voting or transfer thereof pursuant to the agreement of limited partnership governing the Operating Partnership or any agreement or other instrument to which the Company or the Operating Partnership is a party other than the Transaction Documents and the restrictions on ownership and transfer set forth in the Company’s charter.

(k)            Articles Supplementary. The Company’s Articles Supplementary, in substantially the form attached hereto as Exhibit C, set forth the preferences, rights, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of the Series B Preferred Stock and classify 1,300,000 shares of authorized but unissued preferred stock as Series B Preferred Stock (the “Articles Supplementary”). The Articles Supplementary will have been filed with the SDAT, will have become effective under the Maryland General Corporation Law (the “MGCL”) and will comply with all applicable requirements under the MGCL on or prior to the Initial Closing Date.

(l)            No Consents. No approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency is required in connection with the execution, delivery and performance of the Transaction Documents by the Company or the Operating Partnership, as applicable, their consummation of the transactions contemplated herein or thereunder (including the Company’s sale and delivery of the Initial Shares, the Additional Shares and the Operating Partnership’s issuance of the Warrant Units upon exercise of the Warrants), other than such as have been obtained, or will have been obtained at the Initial Closing Date (or, with respect to the applicable Additional Shares, the applicable Subsequent Closing Date). No stockholder approvals are required in connection with the issuance and sale of the Securities.

(m)         Due Authorization of the Transaction Documents. Each of the Transaction Documents has been duly authorized, executed and delivered by the Company and the Operating Partnership, as applicable, and each is a legal, valid and binding agreement of the Company and the Operating Partnership enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and by general equitable principles, and except to the extent that the indemnification and contribution provisions, as applicable, contained in Section 4.01 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.

(n)        Litigation. Except as set forth in Section 2.01(n) of the Disclosure Schedules, there are no actions, suits, proceedings, inquiries or investigations pending or, to the knowledge of the Company or the Operating Partnership, threatened against the Company or any Subsidiary or any of their respective officers and directors or to which the properties, assets or rights of any such entity are subject, at law or in equity, before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority, arbitral panel or agency which could result in a judgment, decree, award or order, to the extent the actual or anticipated liability of which is not covered by existing insurance, that could reasonably be expected to have a Material Adverse Effect.

(o)      Tax Matters. Except as set forth in Section 2.01(o) of the Disclosure Schedules, each of the Company and the Subsidiaries has timely filed all tax returns required to be filed by any of them, and all such filed tax returns are true, complete and correct (except, in each case, as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), (b) each of the Company and the Subsidiaries has paid all taxes required to be paid and any other assessments, fine or penalty levied against it, to the extent that any of the foregoing would not otherwise be delinquent, except, in all cases, for such taxes, assessment, fine or penalty that are being contested in good faith by appropriate proceedings or for which adequate reserves have been established and except in any case in which the failure to so pay would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and (c) there is no material deficiency for taxes, penalties or related interest that has been asserted in writing, or could reasonably be expected to be asserted and sustained, against the Company or any of its Subsidiaries or any of their respective properties or assets.

(p)      Legal Proceedings; Contracts. The descriptions in the SEC Reports of the legal or governmental proceedings, contracts, leases and other legal documents therein described present fairly the information required to be shown, and there are no legal or governmental proceedings, contracts, leases, or other documents of a character required to be described in the SEC Reports or to be filed as exhibits to the SEC Reports which are not described or filed as required; all agreements between the Company or any of the Subsidiaries and third parties expressly referenced in the SEC Reports are legal, valid and binding obligations of the Company or one or more of the Subsidiaries, enforceable in accordance with their respective terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.

(q)     Insurance. Each of the Company and the Subsidiaries maintains insurance (issued by insurers of recognized financial responsibility) of the types and in the amounts generally deemed adequate for their respective properties, operations, personnel and businesses, taken as a whole, and consistent with insurance coverage maintained by similar companies in similar businesses, including, but not limited to, insurance covering real and personal property owned or leased by the Company and the Subsidiaries against theft, damage, destruction, acts of vandalism and all other risks customarily insured against, all of which insurance is in full force and effect.

(r)            Licenses and Governmental Approvals. Each of the Company and the Subsidiaries has all necessary licenses, authorizations, consents and approvals and has made all necessary filings required under any Law and in connection with the issuance and sale of the Securities, or the consummation by the Company and the Operating Partnership of the transactions contemplated hereby, other than the filing of the Articles Supplementary with, and the acceptance for record of the Articles Supplementary by, the SDAT, which has been or will be effected. Each of the Company and the Subsidiaries has obtained all necessary licenses, authorizations, consents and approvals from other individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization or any other entity, including a governmental authority (each, a “Person”), required in order to conduct their respective businesses as described in the SEC Reports, except to the extent that any failure to have any such licenses, authorizations, consents or approvals, to make any such filings or to obtain any such authorizations, consents or approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; neither the Company nor any of the Subsidiaries is required by any applicable law to obtain accreditation or certification from any governmental agency or authority in order to provide the products and services which it currently provides or which it proposes to provide as set forth in the SEC Reports; neither the Company, nor any of the Subsidiaries is in violation of, in default under, or has received any notice regarding a possible violation, default or revocation of any such license, authorization, consent or approval or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the Company or any of the Subsidiaries the effect of which could reasonably be expected to result in a Material Adverse Change; and no such license, authorization, consent or approval contains a materially burdensome restriction that is not adequately disclosed in the SEC Reports.

(s)            Properties.

(i)            Section 2.01(s)(i) of the Disclosure Schedules sets forth a true, correct and complete list of the common name and address of each hotel owned or leased (including ground leased) by the Company and each of its Subsidiaries as lessee or sublessee (all such real property interests, together with all buildings, structures and other improvements and fixtures located on or under such real property and all easements, rights and other appurtenances to such real property, are individually referred to herein as a “Company Property”). As of the date hereof, each of the Company Properties leased by the Company or each Subsidiary is indicated on Section 2.01(s)(i) of the Disclosure Schedules. There are no real properties that the Company or any of its Subsidiaries is obligated to buy, lease or sublease at some future date. As of the date of this Agreement, except as indicated on Section 2.01(s)(i) of the Disclosure Schedules, there are no real properties that the Company or any of its Subsidiaries have under contract to be sold.

(ii)         The Company or its Subsidiaries own good and valid fee simple title or leasehold title (as applicable) to the Company Properties, in each case, free and clear of liens, mortgages, deeds of trust, pledges, claims against title, charges, security interests, rights of first refusal, options, preemptive rights, community property rights or other adverse property rights, easements, hypothecation, encumbrance, infringement, interference, community property interest, rights of way or other similar items, or any other restriction or encumbrances on title of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset or any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset) (collectively, “Liens”), except for Company Permitted Liens, none of which Company Permitted Liens have had, and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. For the purposes of this Agreement, “Company Permitted Liens” shall mean any (i) Liens relating to any indebtedness set forth on Section 2.01(s)(ii)(1) of the Disclosure Schedules, (ii) statutory or other Liens for taxes or assessments that are not yet due (or are due but not yet delinquent) or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained in accordance with GAAP, (iii) the terms of any Major Leases (as defined herein) or any other leases, subleases or licenses entered into by the applicable Subsidiary as landlord, sublandlord or licensor in the ordinary course of business, (iv) Liens imposed or promulgated by Law or any governmental authority, including zoning regulations, permits and licenses, (v) Liens (but excluding Liens relating to any indebtedness other than as set forth on Section 2.01(s)(ii)(1) of the Disclosure Schedules) that are disclosed on the title insurance policies or title insurance commitments listed on Section 2.01(s)(ii)(5) of the Disclosure Schedules (including any air rights described in such Liens), (vi) any right, title or interest of a lessor or sublessor set forth in any ground lease, (vii) any Liens in favor of a lessor or sublessor set forth in any ground lease to secure unpaid rent, (viii) any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s and materialmen’s Liens and other similar Liens imposed by Law and incurred in the ordinary course of business consistent with past practice that are related to obligations not yet due and payable or the validity of which is being contested in good faith by appropriate proceedings and (ix) any other Liens (but excluding Liens relating to indebtedness) that do not materially impair the value of the applicable Company Property as currently used and operated. Section 2.01(s)(ii) of the Disclosure Schedules describes any Company Permitted Liens that, as of the date hereof, are being contested in good faith by appropriate proceedings.

(iii)            There is no pending or, to the knowledge of the Company or the Operating Partnership, threatened condemnation, expropriation, eminent domain or rezoning proceeding affecting all or any material portion of any of the Company Properties.

(iv)            Section 2.01(s)(iv) of the Disclosure Schedules sets forth a true, correct and complete list of each lease or sublease to which the Company or any of its Subsidiaries is a lessor or sublessor with respect to any of the Company Properties, together with all amendments, modifications, supplements, renewals and extensions related thereto, which lease or sublease (i) (A) provides for annual rent in excess of $500,000 and (B) has a term of 12 months or longer or (ii) is between two Affiliates of the Company (each, a “Major Lease”). Section 2.01(s)(iv) of the Disclosure Schedules also sets forth a true, correct and complete list of each ground lease under which the Company or any of its Subsidiaries is a lessee or sublessee with respect to any of the Company Properties (each, a “Ground Lease”), together with all amendments, modifications, supplements, renewals and extensions related thereto. The Company has provided Purchaser with true, complete and correct copies of all Major Leases and Ground Leases. With respect to each Major Lease and each Ground Lease, (x) such Major Lease or Ground Lease is valid and in full force and effect, (y) the Company or the applicable Subsidiary is not in material default under such Major Lease or Ground Lease and, to the Company's knowledge, the applicable counterparty is not in material default under such Major Lease or Ground Lease, and (z) and none of the Company or any of its Subsidiaries has received written notice that it has violated or is in default under such Major Lease or Ground Lease, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As used in this Agreement, “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person; provided, however, that (I) the Company and its Affiliates shall not be deemed to be Affiliates of any Purchaser or any of its Affiliates, (II) portfolio companies of any Purchaser or any Affiliate thereof shall not be deemed to be Affiliates of any Purchaser solely to the extent that any such portfolio company has not received any Confidential Information of the Company and its Subsidiaries from any Purchaser (provided that no Person will be deemed to be in receipt of any Confidential Information solely because any such Persons serves as a director, officer or employee of such portfolio company or due to the absence of information walls between Affiliates if the portfolio company did not actually access and review such Confidential Information) and (III) for purposes of Section 3.05, neither Oaktree Capital Management, L.P. nor any of its Affiliates (including direct and indirect shareholders, partners, managers, directors and officers and their respective Affiliates) shall be deemed to be an Affiliate of any Purchaser unless such Person actually receives Confidential Information, except for Oaktree Guarantor 1, Oaktree Guarantor 2, Oaktree Guarantor 3 and Oaktree Guarantor 4 and their respective general partners; provided, further, that for purposes of the foregoing clause (III), the Company acknowledges and agrees that certain employees of Oaktree Capital Management, L.P. and its Affiliates may serve as directors of portfolio companies and other Persons and no such portfolio company or other Person will be deemed to have received Confidential Information solely due to the dual role of any such employee so long as such employee does not provide any Confidential Information to the other directors, officers, employees or representatives of such portfolio company or other Person.

(v)            Section 2.01(s)(v) of the Disclosure Schedules sets forth a true, correct and complete list of each management agreement pursuant to which any third party manages or operates any of the Company Properties on behalf of the Company or any of its Subsidiaries, together with each amendment, guaranty or other agreement or document binding on the Company or applicable Subsidiary and relating thereto (each, a “Management Agreement”), and identifies each Company Property that is subject to such Management Agreement, the Company or the Subsidiary that is a party to such agreement, the date of such agreement and each amendment relating thereto. The Company has provided Purchaser with true, complete and correct copies of all Management Agreements. With respect to each Management Agreement, (x) such Management Agreement is valid and in full force and effect, (y) the applicable Subsidiary is not in material default under such Management Agreement and, to the knowledge of the Company or the Operating Partnership, the applicable counterparty is not in material default under such Management Agreement, and (z) and, other than as set forth in Section 2.01(d) of the Disclosure Schedules, none of the Company or any of its Subsidiaries has received written notice that it has violated or is in default under such Management Agreement, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(vi)           Section 2.01(s)(vi) of the Disclosure Schedules sets forth a true, correct and complete list of each franchise, license or other similar agreement providing the right to utilize a brand name or other rights of a hotel chain or system at any of the Company Properties, together with each amendment, guaranty or other agreement or document binding on the Company or applicable Subsidiary and relating thereto (each, a “ Franchise Agreement”), and identifies each Company Property that is subject to such Franchise Agreement, the Company or the Subsidiary that is a party to such agreement, the date of such agreement and each amendment relating thereto. The Company has provided Purchaser with true, complete and correct copies of all Franchise Agreements. With respect to each Franchise Agreement, (x) such Franchise Agreement is valid and in full force and effect, (y) the applicable Subsidiary is not in default under such Franchise Agreement and, to the knowledge of the Company or the Operating Partnership, the applicable counterparty is not in default under such Franchise Agreement and (z), except as set forth in Section 2.01(d) of the Disclosure Schedules, none of the Company or any of its Subsidiaries has received written notice that it has violated or is in default under such Franchise Agreement, except in the case of clauses (x), (y) and (z), (i) for violations or defaults that have been cured or (ii) as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(vii)            No purchase option, right of first refusal, right of first offer or rights to purchase has been exercised under any Major Lease, Ground Lease, Management Agreement or Franchise Agreement with respect to a Company Property for which the purchase has not closed prior to the date of this Agreement.

(viii)           Other than as set forth in Section 2.01(s)(viii) of the Disclosure Schedules, there are no unexpired options to purchase agreements, rights of first refusal or first offer or any other rights to purchase or otherwise acquire any Company Property or any portion thereof in favor of any third party. There are no other outstanding rights or agreements to enter into any contract for sale, ground lease or letter of intent to sell or ground lease any Company Property or any portion thereof.

(ix)            The Company and its Subsidiaries have good and valid title to, or a valid and enforceable leasehold interest in, or other right to use, all personal property owned, used or held for use by them (other than property owned by tenants and used or held in connection with the applicable tenancy), except as, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Company’s or any of its Subsidiaries’ ownership of or leasehold interest in any such personal property is subject to any Liens, except for Company Permitted Liens.

(x)            Section 2.01(s)(ii)(1) of the Disclosure Schedules sets forth a true, correct and complete list of all loan agreements, mortgages, deeds of trust, notes, pledge and security agreements, guaranties and any amendments, modifications, supplements, renewals and extensions related thereto, other than non-material amendments or modifications of an administrative nature, to a Lien relating to any indebtedness encumbering the Company Properties or any of the Company’s Subsidiaries (the “Loan Documents”). With respect to each, (x) such Loan Documents are valid and in full force and effect, (y) except as set forth in Section 2.01(d) of the Disclosure Schedules, the Company or the applicable Subsidiary is not in material default under such Loan Documents and, to the Company's knowledge, the applicable counterparty is not in material default under such Loan Documents, and (z) and none of the Company or any of its Subsidiaries has received written notice that it has violated or is in default under such Loan Documents.

(t)            Internal Control over Financial Reporting. The Company and each of the Subsidiaries maintain effective internal control over financial reporting (as defined under Rules 13a-15 and 15d-15 under the Exchange Act) and a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in extensible Business Reporting Language incorporated by reference in the SEC Reports fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto; and since the date of the last audited financial statements of the Company included in the SEC Reports, the Company is not aware of (a) any significant deficiency or material weakness in the design or operation of its internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information to management and the Board, or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

(u)            Disclosure Controls. The Company and each of the Subsidiaries have established and maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act), which (i) are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared, and (ii) are effective in all material respects to perform the functions for which they were established.

(v)            Compliance with Sarbanes-Oxley Act of 2002. There is and has been no failure on the part of the Company and the Subsidiaries and any of the officers and directors of the Company and the Subsidiaries, in their capacities as such, to comply in all material respects with the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder and with which the Company is required to comply, including Section 402 related to loans and Sections 302 and 906 related to certifications.

(w)            REIT Status. Except as set forth in Section 2.01(w) of the Disclosure Schedules, beginning with its taxable year ending on December 31, 2015, and through and including the Initial Closing Date (or any Subsequent Closing Date, as applicable), the Company (i) has been organized and operated in conformity with the requirements to qualify as a REIT within the meaning of Sections 856 through 860 of the Code, and the current and proposed method of operation for the Company is expected to enable it to continue to meet the requirements for qualification as a REIT through and including the Initial Closing Date (or any Subsequent Closing Date, as applicable), and (ii) has not taken or omitted to take any action which would reasonably be expected to result in the Company’s failure to qualify as a REIT, and no challenge to the Company’s status as a REIT is pending or threatened in writing. No Subsidiary of the Company is a corporation for United States federal income tax purposes, other than a corporation that qualifies as a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code or a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code, and no Subsidiary of the Company owns assets (including, without limitation, securities) that would cause the Company to violate Section 856(c)(4) of the Code, taking into account the entity that holds such assets. The Company’s dividends paid deduction, within the meaning of Section 561 of the Code, for each taxable year, taking into account any dividends subject to Sections 857(b)(9) or 858 of the Code, has not been less than the Company's REIT taxable income, as defined in Section 857(b)(2) of the Code, determined without regard to any dividends paid deduction for such year and by excluding the Company’s net capital gain for such year.

(x)             Intellectual Property. The Company and each Subsidiary own or possesses adequate licenses or other rights to use all patents, trademarks, service marks, trade names, copyrights, software and design licenses, trade secrets, manufacturing processes, other intangible property rights and know-how (collectively “Intangibles”) necessary to entitle the Company and each Subsidiary to conduct its business as described in the SEC Reports, and neither the Company nor any Subsidiary has received notice of infringement of or conflict with (and neither the Company nor any Subsidiary knows of any such infringement of or conflict with) asserted rights of others with respect to any Intangibles which would reasonably be expected to have a Material Adverse Effect.

(y)            Brokers' Fees and Expenses. Other than the fees of Hodges Ward Elliott and Hollister Associates, no brokerage or finder’s fees or commissions are or will be payable by the Company or any of its Subsidiaries to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated herein.

(z)             Investment Company Status. Neither the Company nor any of its Subsidiaries is, and after giving effect to the offering and sale of the Securities will be, an “investment company” or an entity “controlled” by an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended.

(aa)           Registration Rights. Except as disclosed in the SEC Reports, there are no Persons with registration or other similar rights to have any equity or debt securities, including securities which are convertible into or exchangeable for equity securities, registered pursuant to any registration statement or otherwise registered by the Company or the Operating Partnership under the Securities Act, all of which registration or similar rights are fairly summarized in the SEC Reports.

(bb)          Environmental Compliance. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) to the knowledge of the Company or the Operating Partnership, neither the Company nor the Subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (ii) each of the Company and the Subsidiaries has all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (iii) there are no pending or, to the knowledge of the Company or the Operating Partnership, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings relating to any Environmental Law against the Company or the Subsidiaries, and (iv) to the knowledge of the Company or the Operating Partnership, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company or the Subsidiaries relating to Hazardous Materials or any Environmental Laws.

(cc)           Labor Matters, Etc. Neither the Company nor any Subsidiary has received notice of any violation with respect to any federal or state law relating to discrimination in the hiring, promotion or pay of employees, nor any applicable federal or state wages and hours law, nor any state law precluding the denial of credit due to the neighborhood in which a property is situated, the violation of any of which would reasonably be expected to have a Material Adverse Effect.

(dd)          ERISA. The Company and each of the Subsidiaries are in compliance in all material respects with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”); no “reportable event” (as defined in ERISA) has occurred with respect to any “pension plan” (as defined in ERISA) for which the Company or any of the Subsidiaries would have any liability; the Company and each of the Subsidiaries have not incurred and do not expect to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan” or (ii) Section 412 or 4971 of the Code; and each “pension plan” for which the Company and each of its Subsidiaries would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification.

(ee)          Loans to Officers or Directors. Except as otherwise disclosed in the SEC Reports, there are no outstanding loans, extensions of credit or advances or guarantees of indebtedness by the Company or any of the Subsidiaries to or for the benefit of any of the officers or directors of the Company or any of the Subsidiaries or any of the members of the families of any of them.

(ff)            Anti-Money Laundering. Neither the Company nor the Subsidiaries, nor, to the Company’s or the Operating Partnership’s knowledge, any employee or agent of the Company or the Subsidiaries, has made any payment of funds of the Company or the Subsidiaries or received or retained any funds in violation of any law, rule or regulation, including without limitation the “know your customer” and anti-money laundering laws of any jurisdiction (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or the Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or the Operating Partnership, threatened.

(gg)          Sanctions. Neither the Company nor the Subsidiaries, nor, to the knowledge of the Company or the Operating Partnership, any director, officer, agent, employee or Affiliate of the Company or the Subsidiaries is currently subject to any U.S. sanctions administered by the United States Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person or entity, for the purpose of financing the activities of any Person currently the subject of Sanctions or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any country subject to Sanctions.

(hh)          No Material Adverse Change. Subsequent to the respective dates as of which information is given in the SEC Reports, and except as may be discussed in the SEC Reports or set forth in Section 2.01(hh) of the Disclosure Schedules, there has not been (A) any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, whether or not arising in the ordinary course of business, (B) any transaction that is material to the Company and the Subsidiaries taken as a whole, contemplated or entered into by the Company or any of the Subsidiaries, (C)  any obligation, contingent or otherwise, directly or indirectly incurred by the Company or any Subsidiary that is material to the Company and the Subsidiaries taken as a whole, or (D) any dividend or other distribution of any kind declared, paid or made by the Company on any class of its capital stock or by the Operating Partnership on its Units, other than, with respect to Subsequent Closing Dates, dividends or other distributions made in compliance with the Transaction Documents.

(ii)            General Solicitation. Neither the Company nor the Operating Partnership, nor any other Person authorized by the Company or the Operating Partnership to act on its behalf, has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) of investors with respect to offer or sales of the Securities.

(jj)            No Integrated Offering. None of the Company, its Subsidiaries or the Operating Partnership, nor, to the knowledge of the Company or the Operating Partnership, any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering or issuance of the Securities to be integrated with prior offerings by the Company or any of its Subsidiaries for purposes of the Securities Act that would cause Regulation D or any other applicable exemption from registration under the Securities Act to be unavailable, or would cause any applicable state securities law exemptions to be unavailable, nor will the Company, any of its Subsidiaries or the Operating Partnership take any action or steps that would cause the offering or issuance of the Securities to be integrated with other offerings.

(kk)           No Registration. Assuming the accuracy of the Purchaser's representations and warranties set forth in Section 2.02, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchaser as contemplated hereby.

Section 2.02.           Representations, Warranties and Covenants of the Purchaser. Each of the Purchaser, severally but not jointly, represent and warrant to, and covenant with, the Company and the Operating Partnership, as of the date of this Agreement and the Initial Closing Date (or any Subsequent Closing Date, as applicable), that:

(a)            Organization. The Purchaser is a corporation, general or limited partnership or limited liability company duly organized and validly existing and in good standing under the Laws of the state of its formation.

(b)            Experience. (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company and comparable entities, and has the ability to bear the economic risks of an investment in the Securities; (ii) the Purchaser is acquiring the Securities in the ordinary course of its business and for its own account for investment only and with no intention of distributing any Securities or any arrangement or understanding with any other Persons regarding the distribution of any Securities (this representation and warranty does not limit the Purchaser’s right to sell in compliance with the Securities Act and the rules and regulations promulgated under the Exchange Act and the Securities Act (together, the “Rules and Regulations”)); (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any Securities, nor will the Purchaser engage in any Short Sale (as defined below) that results in a disposition of any Securities by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities laws; and (iv) the Purchaser has received all documents requested by the Purchaser, if any, and has carefully reviewed such documents and understands the information contained therein, prior to the execution of this Agreement. If other than an individual, the Purchaser also represents it has not been organized solely for the purpose of acquiring the Securities.

(c)            Institutional Accredited Investor. Each of the ultimate beneficial holders of equity interests in the Purchaser is an institutional accredited investor (as defined in Rule 501(a) of Regulation D under the Securities Act).

(d)            Reliance on Exemptions. The Purchaser understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Securities. In furtherance thereof, the Purchaser represents and warrants as follows:

(i)            The Purchaser realizes that the basis for the exemption from registration may not be available if, notwithstanding the Purchaser's representations contained herein, the Purchaser is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Purchaser attests that it does not have any such intention.

(ii)            The Purchaser realizes that the basis for exemption would not be available if the offering of the Securities is part of a plan or scheme to evade registration provisions of the Securities Act or any applicable state or federal securities laws.

(e)            No Reliance. In making a decision to purchase the Securities, the Purchaser: (i) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving securities; (ii) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated Persons; and (iii) confirms that it has undertaken an independent analysis of the merits and risks of an investment in the Company, based on the Purchaser’s own financial circumstances.

(f)            Confidentiality. The Purchaser understands that this private placement is strictly confidential and proprietary to the Company. The Purchaser acknowledges that it is prohibited from reproducing or distributing the Transaction Documents, in whole or in part, or divulging or discussing any of their contents, except to its financial, investment or legal advisors in connection with its proposed investment in the Securities, and agrees to keep such information confidential. Further, the Purchaser understands that the existence and nature of all conversations regarding the Company and this offering must be kept strictly confidential. The Purchaser understands that the federal securities laws impose restrictions on trading based on information relating to this offering.

(g)            Investment Decision. The Purchaser understands that nothing in this Agreement or any other materials presented to the Purchaser in connection with the purchase and sale of the Securities constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities.

(h)            Risk of Loss. The Purchaser understands that its investment in the Securities involves a significant degree of risk, including a risk of total loss of the Purchaser’s investment, and the Purchaser has full cognizance of and understands all of the risk factors related to the Purchaser’s purchase of the Securities, including the risk factors set forth in the SEC Reports.

(i)             No Additional Representation. No oral or written representations or warranties have been made, or information furnished, to the Purchaser or its advisors, if any, by the Company, the Operating Partnership or any of their respective officers, employees, agents, sub-agents, Affiliates, advisors or subsidiaries in connection with this offering, other than any representations contained herein, and in purchasing the Securities, the Purchaser is not relying upon any representations other than those contained herein.

(j)             No Approval. Neither the Commission nor any state securities commission has approved the Securities or passed upon or endorsed the merits of the offering.

(k)            No General Solicitation. The Purchaser is unaware of, is in no way relying on, and did not become aware of, the offering through or as a result of, any form of general solicitation or general advertising, including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail over the Internet, in connection with the offering and is not subscribing for Securities and did not become aware of the offering through or as a result of any seminar or meeting to which the Purchaser was invited by, or any solicitation of a subscription by, a Person not previously known to the Purchaser in connection with investments in securities generally.

(l)             Forward-Looking Statements. The Purchaser acknowledges that any estimates or forward-looking statements or projections furnished by the Company to the Purchaser were prepared by the management of the Company in good faith, but that the attainment of any such projections, estimates or forward-looking statements cannot be guaranteed by the Company or its management and should not be relied upon.

(m)            Legend. The Purchaser understands that, until such time as the Securities may be sold pursuant to Rule 144 under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold and except if and to the extent otherwise provided below in this Section 2.02, the Securities will bear a restrictive legend in substantially the following form:

“THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SHARES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.”

Except for any legend required by the MGCL or the Company's charter, the Securities shall not be required to contain any legend (including the legend set forth above in this Section 2.02) while a registration statement covering the resale of such Securities is effective under the Securities Act. The Company shall cause its counsel to issue a legal opinion to the Transfer Agent if required by the Transfer Agent to effect the removal of the legend hereunder, provided, that such legend is not required pursuant to the foregoing provisions of this paragraph.

(n)            Stop Transfer. When issued, the Securities will be subject to a stop transfer order with the Transfer Agent that restricts the transfer of such shares except upon receipt by the Transfer Agent of written instructions from the Company authorizing such transfer.

(o)            Authority; Validity; Enforcement. The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, (ii) the making and performance of this Agreement by the Purchaser and the consummation of the transactions herein contemplated will not violate any applicable provision of the organizational documents of the Purchaser or conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser is a party or, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental agency or body applicable to the Purchaser, (iii) no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental agency or body is required on the part of the Purchaser for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, (iv) upon the execution and delivery of this Agreement, this Agreement shall constitute a legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or the enforcement of creditor’s rights and the application of equitable principles relating to the availability of remedies, and except as rights to indemnity or contribution, including, but not limited to, the indemnification and contribution provisions, as applicable, contained in Section 4.01 hereof may be limited by federal or state securities laws or the public policy underlying such laws and (v) there is not in effect any order enjoining or restraining the Purchaser from entering into or engaging in any of the transactions contemplated by this Agreement.

(p)            Certain Transactions. Other than consummating the transactions contemplated hereunder, the Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with the Purchaser, directly or indirectly executed any purchases or sales, including all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (“Short Sales”), of the securities of the Company during the period commencing as of December 31, 2019 and ending immediately prior to the execution hereof.

(q)            Access to Information. The Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.

(r)            Securities Law Restriction. The Purchaser hereby acknowledges that it has received and will remain in possession of material, non-public information about the Company. The Purchaser further acknowledges that it and its representatives are aware that the U.S. securities laws prohibit any Person who has material, non-public information about an issuer from purchasing or selling, directly or indirectly, securities of such issuer (including entering into hedge transactions involving such securities), or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities. The Purchaser hereby agrees that it will not use or knowingly permit any controlled Purchaser/Affiliate (as defined below) to use any of the material non-public information about the Company in contravention of the U.S. securities laws, and the Purchaser will not purchase or sell the Company’s securities or any securities convertible into or exchangeable for any of the Company’s securities prior to the time that such information is no longer material or made public by the Company.

(s)            Litigation. There is no action, claim, hearing, charge, complaint, demand, challenge, suit, proceeding or investigation pending or, to the knowledge of the Purchaser, threatened against, nor any outstanding order against, the Purchaser before or by any governmental authority other than any such that would not, individually or in the aggregate, reasonably be expected to materially impair the ability of the Purchaser to consummate the transactions contemplated by this Agreement.

(t)            Available Funds. The Purchaser will have available to it at the Initial Closing Date (and any Subsequent Closing Date, as applicable) sufficient immediately available funds to enable it to satisfy in full at the Initial Closing Date (and any Subsequent Closing Date, as applicable) its entire funding obligation hereunder with respect to such closing.

(u)            Non-Reliance on Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company, the Operating Partnership and their respective subsidiaries by the Purchaser, the Purchaser and its representatives have received and may continue to receive from the Company and its representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information containing such information, regarding the Company, the Operating Partnership, their respective subsidiaries and their respective businesses and operations. The Purchaser hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, including, without limitation, uncertainties related to the effects of COVID-19 on the Company and the lodging and travel industries, with which the Purchaser is familiar, that the Purchaser is making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to the Purchaser (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that except for fraud, the Purchaser will have no claim against the Company, the Operating Partnership, any of their respective subsidiaries or any of their respective representatives, with respect to such estimates, projections, forecasts, forward-looking information or business plans.

Article III

COVENANTS

Section 3.01.           Reasonable Best Efforts. Each party shall use its reasonable best efforts timely to satisfy each of the covenants and conditions to be satisfied by it as provided in Section 1.3 of this Agreement.

Section 3.02.           Blue Sky. The Company, on or before the Initial Closing Date (or any Subsequent Closing Date, as applicable), shall take such action as is necessary in order to obtain an exemption for or to qualify the Securities, as applicable, for purchase by the Purchaser at the Initial Closing Date (or any Subsequent Closing Date, as applicable) pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States, if any, and shall provide evidence of any such action so taken to the Purchaser on or prior to the Initial Closing Date (or any Subsequent Closing Date, as applicable). The Company shall make all filings and reports relating to the offer and issue of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Initial Closing Date (or any Subsequent Closing Date, as applicable); provided, however, the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation or as a dealer in securities in any jurisdiction or to consent to general service of process in any jurisdiction.

Section 3.03.           Reporting Status. From the date hereof until the date on which the Purchaser shall have sold all the Initial Shares and any Additional Shares purchased by the Purchaser or are able to sell all such securities under Rule 144 without the requirement for the Company to be in compliance with the current public information required thereunder and without volume or manner of sale restrictions and none of the Warrants is outstanding (the “Reporting Period”), the Company shall timely file all reports required to be filed with the Commission pursuant to the Exchange Act, including any extension period under Rule 12b-25 of the Exchange Act, and the Company shall not terminate its status as an issuer required to file those reports it is currently required to file under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit such termination.

Section 3.04.           Director Designation and Election Rights. (a) Purchaser shall have the right to designate or elect two (2) or one (1) director(s) to the Board (each, a “Purchaser Director”) to the extent provided in the Articles Supplementary. The initial Purchaser Directors designated by the Purchaser shall be Russell Gimelstob and Alex Halpern, which persons the Company acknowledges are acceptable to the Board and Nominating and Governance Committee of the Board. Any Purchaser Director shall be reasonably acceptable to the Board or Nominating and Governance Committee of the Board.

(b)            The Company’s obligations with respect to the Purchaser Directors pursuant to this Section 3.04 and the Articles Supplementary shall in each case be subject to the Purchaser Directors' satisfaction of all requirements regarding service as a director of the Company under applicable Law and the listing rules of the New York Stock Exchange (the “NYSE Rules”) regarding service as a director of the Company, regardless of whether the NYSE Rules then apply to the Company, solely to the extent as has been or will be applicable to all other non-executive directors of the Company, and all other criteria and qualifications for service as a director applicable to all non-executive directors of the Company. The Purchaser shall cause each Purchaser Director (A) to make himself or herself reasonably available for interviews, (B) to consent to such reference and background checks or other investigations as the Board may reasonably request in order to determine such Purchaser Director meets the requirements to serve as a Purchaser Director as contemplated hereunder, solely to the extent such checks or investigations have been or will be required from all other non-executive directors of the Company, and (C) to provide to the Company a completed copy of the directors and officers questionnaire submitted by the Company to its other directors in the ordinary course of business. No Purchaser Director shall be eligible to serve as a director if he or she (x) has been involved in any of the events enumerated under Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f), other than Item 401(f)(1), of Regulation S-K under the Securities Act or (y) is subject to any outstanding order, judgment, injunction, ruling, writ or decree of any governmental authority prohibiting service as a director of any public company. In the event that a Purchaser Director no longer satisfies all the requirements set forth in (1) the immediately preceding sentence and (2) the first sentence of this Section 3.04(b), such Purchaser Director's term of office shall immediately terminate in accordance with the Articles Supplementary, and the vacancy resulting from the termination of such Preferred Stock Director’s term of office may be filled as provided in the Articles Supplementary. As a condition to a Purchaser Director’s designation or election to the Board, pursuant to this Section 3.04, such Purchaser Director must provide to the Company:

(i)            all information reasonably requested by the Company that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and representatives in a proxy statement or other filings in accordance with applicable Law, the NYSE Rules or the Company's charter or corporate governance guidelines;

(ii)            all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, solely to the extent such information has been or will be required from all other non-executive directors of the Company; and

(iii)           an undertaking in writing by the Purchaser Director:

(A)            to be subject to, bound by and duly comply with a standard confidentiality agreement in a form acceptable to the Company, the code of conduct and other policies of the Company, in each case, solely to the extent applicable to all other non-executive directors of the Company; and

(B)            at the request of the Board, to recuse himself or herself from any deliberations or discussions of the Board or any committee thereof regarding matters arising under the Transaction Documents that, in the reasonable determination of the directors of the Company other than a Purchaser Director, present actual or potential conflicts of interest with the Company or other matters that, in the reasonable determination of the directors of the Company other than a Purchaser Director, present actual or potential conflicts of interest with the Company (the “Recusal Matters”).

(c)            The Company shall indemnify each Purchaser Director, advance expenses to each Purchaser Director and provide each Purchaser Director with director and officer insurance to the same extent as it indemnifies, advances expenses to, and provides such insurance to, other non-executive members of the Board in their capacities as members of the Board, pursuant to the Company's Organizational Documents, the MGCL or otherwise. The Company hereby acknowledges that the Purchaser Directors may have rights to indemnification and advancement of expenses provided by the Purchaser or its Affiliates (directly or through insurance obtained by any such entity) (collectively, the “Director Indemnitors”). The Company hereby agrees and acknowledges that (i) it is the indemnitor of first resort with respect to the Purchaser Directors and (ii) it shall be required to advance expenses incurred by the Purchaser Directors, subject to applicable law and the terms of the Company's Organizational Documents, without regard to any rights the Purchaser Directors may have against the Director Indemnitors. These rights shall be a contract right.

(d)            Purchaser Directors shall not receive any compensation other than reimbursement of expenses in connection with serving on the Board, and shall not be entitled to serve on any committees of the Board; provided, however, that the Company shall not establish a committee of the Board, customarily referred to as an executive committee of the Board, to which the Board delegates authority to act on its behalf in conducting its general oversight of the Company (as opposed to oversight of a particular area, transaction or process) unless the Company invites at least one Purchaser Director to participate as a member of such executive committee. The Purchaser Directors shall be permitted to attend all meetings of all committees of the Board, other than meetings or portions thereof relating to a Recusal Matter, and all information delivered to members of the Board committees shall be delivered to the Purchaser Directors at substantially the same time as delivered to members of such committees, other than materials, or relevant portions thereof, relating to Recusal Matters.

(e)            Until the occurrence of the Second Fall-Away Date (as defined in the Articles Supplementary), if the Purchaser elects not to designate or elect a Purchaser Director in accordance with the Articles Supplementary, the Purchaser, acting by the consent in writing by the holders of a majority of the liquidation preference of the Series B Preferred Stock then outstanding (the “Majority Holders”), may cause one (1) Purchaser Director to be appointed as a non-voting observer of the Board (the “Purchaser Board Observer”). The Purchaser Board Observer shall be permitted to attend, strictly as an observer, meetings of the Board and its committees and material information delivered to the Board and its committees shall be delivered to the Purchaser Board Observer at substantially the same time as delivered to other non-executive directors and/or committee members, as applicable; provided, however, that the Company shall have the right to withhold any information and to exclude the Purchaser Board Observer from all or any portion of any meeting if access to such information or attendance at such meeting or portion of a meeting could reasonably be expected to (i) adversely affect the attorney-client privilege or work product protection, (ii) violate any applicable law, or (iii) violate the terms of any confidentiality agreement or other contract with a third party. The Purchaser Board Observer shall not have any voting rights with respect to any matters considered or determined by the Board or any committee thereof, or be entitled to receive any compensation or reimbursement of expenses in his or her capacity as Purchaser Board Observer. Any action taken by the Board at any meeting will not be invalidated by the absence of the Purchaser Board Observer at such meeting. The Purchaser Board Observer shall be subject to the requirements of this Section 3.04 to the same extent as Purchase Directors. For the avoidance of doubt, no Purchaser Board Observer shall be permitted to attend meetings of the Board or receive information delivered to the Board in connection with Recusal Matters.

(f)             Each Purchaser Director shall be permitted to share Confidential Information in his or her capacity as such with the Purchaser and its directors, officers and employees who are involved in Purchaser's oversight of its investment in the Company so long as such Persons remain subject to the confidentiality provisions in Section 3.20; provided, that so long as a Purchaser Director receives Confidential Information in his or her capacity as such, any such confidentiality provisions herein shall remain in effect.

(g)            The Purchaser may, in its sole discretion, elect in a duly written notice to the Corporation signed by the Majority Holders to irrevocably waive its right to designate or elect Purchaser Directors or Purchaser Board Observers.

(h)            The Company shall not amend Article III, Section 14 of its Second Amended and Restated Bylaws, in effect as of the date hereof, without the prior written consent of the Majority Holders. In addition, to the maximum extent permitted from time to time by the laws of the State of Maryland, the Company hereby renounces, and the Board has adopted a resolution renouncing, any interest or expectancy in, or any right to be offered an opportunity to participate in, business opportunities or classes or categories of business opportunities that are developed by or presented to one or more of the Purchaser Directors, even if the opportunity is one that the Company or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and no Purchaser Director shall be required to communicate or offer such business opportunity to the Company or any of the Company’s Affiliates.

(i)             Until such time as neither the Series B Preferred Stock nor the Warrant is outstanding, the Company shall not take any action so as to cause the application of Title 3, Subtitle 7 of the Maryland General Corporation Law, or any successor statute, to any Common Stock beneficially owned by the Purchaser.

Section 3.05.           Standstill. Until the later of (x) the second anniversary of the Closing Date; and (y) the Purchaser no longer has information rights under Section 3.08, neither the Purchaser nor any of its Affiliates shall, and the Purchaser shall cause each of its Affiliates not to, directly or indirectly, in any manner:

(a)            purchase or otherwise acquire legal or beneficial ownership of (1) any voting securities or any evidences of indebtedness, whether in the form of loans or debt securities, of the Company or its Subsidiaries or any joint venture in which the Operating Partnership or any Subsidiary is a member, or any Units (other than pursuant to the Warrants), (2) any rights or options to acquire, or securities convertible into or exercisable for, any such securities or indebtedness or (3) any contracts or instruments in any way related to the acquisition, or price, of any such securities or indebtedness (whether beneficially, constructively or synthetically through any derivative or trading position or otherwise), except, in each case, excluding (A) issuances by the Operating Partnership of OP Units acquired upon the exercise of the Warrants or issuances by the Company of shares of Common Stock acquired upon exchange of OP Units and (B) acquisition by any holder of securities in accordance with Section 12 of the Articles Supplementary;

(b)            solicit proxies or electronic written consents of stockholders with respect to, or from the holders of, any voting securities of the Company or any Units, or make, or in any way participate in, any solicitation of any proxy, consent or other authority to vote any voting securities of the Company with respect to the election of directors that have not been approved and recommended by the independent directors of the Company (and for purposes of this Section 3.05(b), “independent directors” shall exclude any Purchaser Director) or any other matter that has not been approved and recommended by the independent directors of the Company, otherwise conduct any nonbinding referendum with respect to the Company, or become a participant in, or seek to advise or knowingly encourage any Person in, any proxy contest or any solicitation with respect to the Company not approved and recommended by the independent directors of Company, including relating to the removal or the election of directors;

(c)            except as between and among the Purchaser and its Affiliates, form, join or in any other way participate in a “partnership, limited partnership, syndicate or other group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to any securities of the Company or its Subsidiaries;

(d)            advise, knowingly encourage or participate in any effort by a third party with respect to the matters set forth in Section 3.05(b) above, or deposit any securities in a voting trust or subject any securities to any voting agreement or other arrangement of similar effect other than the voting agreements and arrangements provided for in the Transaction Documents;

(e)            call, or publicly request the call of, a special meeting of the stockholders of the Company or the limited partners of the Operating Partnership, or make a proposal (whether pursuant to Rule 14a-8 under the Exchange Act or otherwise) at any meeting of the stockholders of the Company or the limited partners of the Operating Partnership, or seek the removal of any director from the Board (other than any Purchaser Director);

(f)            solicit, effect, publicly offer or propose to effect, cause, or finance or in any way knowingly assist or facilitate any other Person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, or make any public statement with respect to, any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets, sale or purchase of securities, dissolution, liquidation, restructuring, recapitalization or similar transactions of or involving the Company or any of its Subsidiaries;

(g)            make or issue, or cause to be made or issued, any public disclosure, statement, comment or announcement, including the filing or furnishing of any document or report with the Commission or any other governmental agency or any disclosure to any journalist or analyst or the press or media (including social media), in support of any solicitation described in Section 3.05(b);

(h)            solicit, employ, or engage any person who is or was within the prior six months an employee of the Company or its Affiliates, or induce or attempt to induce any such employee or an independent contractor of the Company or its Affiliates, to leave his or her employment or engagement with the Company or its Affiliates, as applicable; provided that Purchaser may employ any Person pursuant to a general solicitation for hire and not as a result of a specific solicitation of such Person, take any action which would reasonably be expected to cause or require the Company to make a public announcement regarding any of the foregoing, or publicly request to amend, waive or terminate any provision of this Section 3.05;

(i)            advise, assist, encourage or seek to persuade others to take any action with respect to any of the foregoing; it being understood and agreed that nothing in this Agreement shall in any way limit the activities of any director of the Company taken in good faith in his or her capacity as a director; or

(j)            contest the validity or enforceability of this Section 3.05; provided, that nothing in this Agreement shall restrict Purchaser from acquiring shares of the Company’s Common Stock upon redemption of any OP Units or enforcing or exercising their rights under the terms of the Series B Preferred Stock or the Transaction Documents.

(k)            Notwithstanding the provisions of this Section 3.05, the provisions of this Section 3.05 shall not restrict the Purchaser or its Affiliates and representatives from participating in any process approved, conducted or initiated by the Company or its Affiliates pursuant to which the Company or any of its debt, equity, businesses or assets are proposed to be financed, sold or otherwise disposed of.

Section 3.06.          Voting Agreement: For so long as the Purchaser beneficially own shares of Common Stock, Warrants or OP Units that represent, in the aggregate and on an-as exercised basis, at least 4.0% of the Company's outstanding Common Stock plus OP Units plus OP Units issuable upon exercise of the Warrants, and provided that dividends on the Series B Preferred Stock then held by the Purchaser are not in arrears, the Purchaser shall vote all shares of Common Stock held by them (a) in favor of each director nominee recommended by the Board for approval; (b) against any director nominee that has not been recommended by the Board; and (c) in favor of any “say-on-pay” proposal. The provisions of this Section 3.06 shall not apply to the consent rights of the holders of Series B Preferred Stock set forth in Section 11 of the Articles Supplementary. The Purchaser does hereby constitute and appoint the Company, as proxy for the Purchaser, with full power of substitution, to exercise the Purchaser’s voting obligations under this Section 3.06 and affirms that this proxy is given in connection with this Agreement and that this proxy is coupled with an interest and is irrevocable.

Section 3.07.           Use of Proceeds. The Company shall use the proceeds from the issue of Securities at the Initial Closing and the issue of Additional Securities at each Subsequent Closing solely for the purposes set forth in Section 3.07 of the Disclosure Schedules.

Section 3.08.           Information Rights. The Company agrees to send the following to the Purchaser during such period as the Series B Preferred Stock remains outstanding, unless the following are filed with the Commission through EDGAR and are available to the public through the EDGAR system: (i) within one (1) Business Day after the filing thereof with the Commission, a copy of its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, any Current Reports on Form 8-K and any registration statements (other than on Form S-8) or amendments filed pursuant to the Securities Act; (ii) within one (1) Business Day after the release thereof, facsimile or e-mailed copies of all press releases issued by the Company or any of its Subsidiaries, (iii) copies of any notices and other information made available or given to the stockholders of the Company generally, contemporaneously with the making available or giving thereof to the stockholders, (iv) promptly following request by the Purchaser, monthly Smith Travel Research Reports for each of the Company’s and its Subsidiaries’ properties and assets and (v) quarterly, unaudited property-level financials. As used herein, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed. The Purchaser may, in its sole discretion, elect in a duly written notice to the Corporation signed by the Majority Holders to irrevocably waive its right to information set forth in this Section 3.08.

Section 3.09.           Fees and Expenses. At the Initial Closing, the Company shall reimburse the Purchaser for all reasonably documented out-of-pocket expenses incurred by Purchaser or its Affiliates in connection with the negotiation, preparation, execution, delivery and performance of the Transaction Documents, including, without limitation, legal fees, consultant fees, third party vendor fees, and due diligence costs, in an amount not to exceed $1,000,000. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of the Securities to the Purchaser.

Section 3.10.           Conduct of Business. During the Reporting Period, the business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any governmental entity, except where such violations would not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect.

Section 3.11.           Reservation of OP Units. The Operating Partnership shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 100% of the number of Warrant Units issuable upon exercise of the Warrants.

Section 3.12.           Right of Negotiation. Until such time as the Purchaser no longer holds shares of Series B Preferred Stock, if the Company intends to surrender one or more of its real properties or interests therein, other than the Company's Courtyard Times Square West, Holiday Inn Manhattan 6th Avenue, Chelsea and Courtyard Pittsburgh Shadyside properties, to the lender in satisfaction of indebtedness secured by such properties or interests, then prior to negotiating any definitive terms of such surrender with the applicable lender, the Company shall, as promptly as reasonably practicable thereafter, similarly notify the Purchaser of its determination. At the written request of the Majority Holders, delivered to the Company within 15 Business Days after receipt of the Company's notice, the Company and a representative of the Purchaser designated in writing by the Majority Holders will enter into good faith negotiations regarding the terms and conditions on which the Purchaser may purchase the applicable properties from the Company in lieu of surrendering them to the lender. In its notice to the Company, the Purchaser shall confirm its willingness to purchase the properties at a price, payable in cash, that is not less than that amount that will satisfy in full the Company's obligations under the indebtedness of the third party lender. Following receipt of the Purchaser's notice, the parties will negotiate in good faith for 30 days regarding the terms and conditions of any such transaction; provided, however, that in no event shall the Company be required to agree to terms and conditions that would place the Company in a less advantageous position than if the Company had surrendered the property to the lender. The Company will cooperate with the Purchaser's designee in seeking necessary consents and approvals from applicable franchisors, management companies and other relevant parties. If the parties have been unable to enter into a customary purchase and sale agreement within 30 days after the date of the Purchaser's notice, either party may terminate all discussions and negotiations and neither party shall have any further obligations under this Section 3.12 with respect to the property.

Section 3.13.      Guarantor Net Worth. The Guarantors, jointly and severally, agree that from the Initial Closing Date until the earlier of (i) the 18 months anniversary of the Initial Agreement or (ii) the completion of the last Subsequent Closing, (A) Ascendant Guarantor shall maintain a net worth, as determined based on financial statements prepared in accordance with GAAP of at least $300,000,000, (B) Oaktree Guarantor 1, Oaktree Guarantor 2 and Oaktree Guarantor 3 shall maintain a combined net worth, as determined based on financial statements prepared in accordance with GAAP of at least $1,607,840,000, and (C) Oaktree Guarantor 4 shall maintain a net worth, as determined based on financial statements prepared in accordance with GAAP of at least $392,160,000; provided that, for purposes of determining the net worth of each Guarantor, the assets of a Guarantor shall include Uncalled Capital Commitments. “Uncalled Capital Commitments” shall mean current, unencumbered (except to the extent securing subscription lines, the outstanding amounts of which are deducted pursuant to the parenthetical below), irrevocable and callable uncalled capital commitments from investors in such Guarantor, other than capital commitments (less the amount then outstanding under subscription lines, if any, secured by such uncalled capital commitments) from any investor in any Guarantor that: (A) is in breach or otherwise in default on its obligations to make capital contributions to such Guarantor under the organizational documents of such Guarantor or any other agreement relating to the making of its capital contributions, or (B) is subject to a proceeding under the bankruptcy code.

Section 3.14.      Return of Portion of Origination Fee: If the Company has not required the Purchaser to purchase any Additional Shares pursuant to Section 1.02(b) for Approved Acquisitions, the Purchaser shall promptly return $1.0 million of the Origination Fee that was paid to the Purchaser at the Initial Closing as promptly as practicable after the 18 months anniversary of the Initial Closing, and in any event within 5 Business Days after the receipt of a written request therefor from the Company. The Company, at its option, may, in lieu of receiving such portion of the Origination Fee, offset such portion of the Origination Fee to any future dividends payable to the Purchaser on the Series B Preferred Stock.

Section 3.15.      Guarantee. (a) Ascendant Guarantor, Oaktree Guarantor 1, Oaktree Guarantor 2 and Oaktree Guarantor 3, jointly and severally, hereby fully and unconditionally guarantee to the Company, up to 79.167% of, and (b) Ascendant Guarantor and Oaktree Guarantor 4, jointly and severally, hereby fully and unconditionally guarantee to the Company, up to 20.8333% of, the due and punctual payment of the Aggregate Initial Closing Purchase Price, any Aggregate Subsequent Closing Purchase Price and indemnification obligations of the Purchaser under this Agreement when the same become due and payable by the Purchaser to the Company pursuant to this Agreement and the other Transaction Documents; provided that, notwithstanding anything herein to the contrary, the aggregate liability of the Ascendant Guarantor pursuant to this Section 3.15 shall not exceed $100,000,000.

Section 3.16.      Public Disclosure. The Purchaser acknowledges that the Company is obligated to disclose its entry into this Agreement and the Transaction Documents in a Current Report on Form 8-K that will be filed with the Commission within four Business Days after the date of this Agreement. The Company will furnish the Purchaser with a copy of the Form 8-K reasonably in advance of its filing and will take into account any reasonable comments made by the Purchaser. The Purchaser and the Company agree that the initial press release to be issued with respect to the transactions contemplated by the Transaction Documents following execution of this Agreement shall be in the form mutually agreed by the parties (the “Announcement”).

Section 3.17.      Certain Statutes. Unless the Company has obtained the prior written consent of the Purchaser, the Company shall take such actions as may be necessary to render inapplicable any control share acquisition, interested stockholder, business combination or similar anti-takeover provisions in the Company’s Organizational Documents or under law that is or could become applicable to any of the Purchaser as a result of the transactions contemplated in the Transaction Documents, including the Company’s issuance of Common Stock upon conversion of the OP Units.

Section 3.18.      Tax Matters. The Purchaser and the Company agree that, (i) the Series B Preferred Stock shall be treated as equity for U.S. federal income tax purposes, and (ii) the Company shall not treat as a dividend for U.S. federal income tax purposes any amount in respect of the Series B Preferred Stock owned by a Purchaser on account of the accrual of dividends at the Dividend Rate (as defined in the Articles Supplementary), unless and until such dividends are declared and paid in cash or in kind through a distribution of additional shares of Series B Preferred Stock, and, in each case, shall not file any tax return inconsistent with such treatment unless otherwise required by a change in law or by the Internal Revenue Service (the "IRS") or another governmental authority following an audit or examination. For the avoidance of doubt, nothing herein shall be interpreted as precluding the Company from treating the excess of the initial liquidation preference of share of Series B Preferred Stock over its allocated Aggregate Purchase Price as determined pursuant to this section as a dividend for U.S. federal income tax purposes, to be taken into account over the five year period beginning on the Initial Closing Date in accordance with the principles of Section 1272(a) of the Code. Within ten (10) days of the Initial Closing Date, the Purchaser shall determine and deliver to the Company a proposed valuation of the Warrants (the “Purchaser’s Proposed Valuation”). If the Company agrees with such proposed valuation, the proposed valuation shall become the final valuation of the Warrants. If the Company does not agree with the Purchaser’s Proposed Valuation, then within ten (10) days of receipt of the Purchaser’s Proposed Valuation, the Company shall determine and deliver to the Purchaser a proposed valuation of the Warrants (the “Company’s Proposed Valuation”). If the Purchaser and the Company are not able to come to an agreement as to the final valuation of the Warrants within ten (10) days thereafter, the Purchaser and the Company shall agree in good faith on an independent nationally recognized valuation or financial advisory firm to determine the final valuation of the Warrants, which valuation must be within the range of the Purchaser’s Proposed Valuation and the Company’s Proposed Valuation. The costs of such valuation or financial advisory firm shall be split fifty-fifty (50-50) by the Purchaser on the one hand and the Company on the other hand. Once a final valuation of the Warrants (the “Final Warrant Valuation”) is determined pursuant to the terms of this Section, the Aggregate Purchase Price shall be allocated among the Series B Preferred Stock and Warrants on the basis of such Final Warrant Valuation, and the Purchaser and the Company agree to not file any tax returns inconsistent with such allocation of the Aggregate Purchase Price, unless otherwise required by the IRS or another governmental authority following an audit or examination.

Section 3.19.      Withholding. The Company shall cooperate in good faith with Purchaser to minimize or eliminate any withholding or deduction on any distribution or deemed distributions with respect to the Series B Preferred Stock or Warrants beneficially owned by the Purchaser, including giving the Purchaser an opportunity to provide additional information or to apply for an exemption from, or a reduced rate of, withholding.

Section 3.20.      Confidentiality. The Purchaser shall, and shall cause its Affiliates and their respective representatives to, keep confidential any information (including oral, written and electronic information) concerning the Company, its Subsidiaries or its Affiliates that may be furnished to the Purchaser, its Affiliates or its or their respective representatives by or on behalf of the Company or any of its representatives pursuant to (x) this Agreement, including any such information provided pursuant to Section 3.04(e) or Section 3.08 or (y) pursuant to the Confidentiality Agreement, dated May 8, 2020, by and between Ascendant Capital Partners LP and the Company (the “Confidentiality Agreement”) (the information referred to in clauses (x) and (y), collectively referred to as the “Confidential Information”) and to use the Confidential Information solely for the purposes of monitoring, administering or managing the Purchaser's investment in the Company made pursuant to this Agreement (a “Permitted Purpose”); provided that the Confidential Information shall not include information that (i) was or becomes available to the public other than as a result of a disclosure by the Purchaser, any of its Affiliates or any of their respective representatives in violation of this Section 3.20, (ii) was or becomes available to the Purchaser, any of its Affiliates or any of their respective representatives on a non-confidential basis from a source other than the Company or its representatives; provided that such source was not, to the Purchaser’s knowledge after due inquiry, subject to any legally binding obligation (whether by agreement or otherwise) to keep such information confidential, (iii) at the time of disclosure is already in the possession of the Purchaser, any of its Affiliates or any of their respective representatives, provided that such information is not, to the Purchaser’s knowledge after due inquiry, subject to any legally binding obligation (whether by agreement or otherwise) to keep such information confidential, or (iv) is independently developed by its Purchaser, any of its Affiliates or any of their respective representatives without reference to, incorporation of, reliance on or other use of any Confidential Information. The Purchaser agrees, on behalf of itself and its Affiliates and its and their respective representatives, that Confidential Information may be disclosed solely (i) to the Purchaser’s Affiliates and Permitted Transferees (as defined below) and its and their respective representatives to the extent required for a Permitted Purpose, and in any event shall not be shared with any such representative who, to the knowledge of the Purchaser, has an employment, director, officer, operating partner or similar relationship with a Competitor, (ii) to its stockholders, limited partners, members or other owners, as the case may be, regarding the general status of its investment in the Company (without disclosing specific confidential information), (iii) to any prospective financing source in connection with Purchaser's funding of the purchase of the Initial Shares or Additional Shares (including any syndication and marketing thereof), as long as such prospective lender agrees to be bound by a customary confidentiality or non-disclosure agreement and (iv) in the event that the Purchaser, any of its Affiliates or any of its or their respective representatives are requested or required by applicable Law, judicial or administrative order, consent, decree or judgment, stock exchange rule or other applicable judicial or governmental process (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, in each of which instances the Purchaser, its Affiliates and its and their respective representatives, as the case may be, shall, to the extent legally permitted, provide notice to the Company promptly so that the Company will have a reasonable opportunity to timely seek to limit, condition or quash such disclosure (in which case the Purchaser shall use reasonable efforts to assist the Company in this respect), all at the Company’s sole cost and expense. The obligations of this Section 3.20 shall remain in full force and effect until the later of (1) two (2) years from the Initial Closing Date and (2) the date on which the Purchaser no longer has the right to designate or elect any Purchaser Directors in accordance with Section 3.04. As used herein, "Permitted Transferee" shall have the meaning assigned thereto in the Lockup Letter, dated the date hereof, delivered by the Purchaser to CWA LLC (the "Lock-Up Letter").

Section 3.21.      Liquidity Option.

(a)          Within six months after the eight year anniversary of the Initial Closing Date (the “Liquidity Exercise Period”), and solely to the extent the Company and the Operating Partnership have not consummated a Liquidity Event, the Purchaser shall have the option (the “Liquidity Option”), but not the obligation, to require the Operating Partnership to purchase from the Purchaser, in whole and not in part, any OP Units previously issued to the Purchaser upon exercise of the Warrants and shares of Common Stock previously issued to the Purchaser upon redemption of such OP Units at a price equal to the product of (A) the number of OP Units held by the Purchaser at the time of exercise of the Liquidity Option that were issued upon previous exercise of any Warrants and (without duplication) the number of shares of Common Stock held by the Purchaser at the time of exercise of the Liquidity Option that were issued upon redemption of such OP Units (the “Covered Securities”) and (B) 95% of the most recent estimated net asset value of a share of Common Stock approved by the Board and publicly announced by the Company (the “Liquidity Price”). The Company shall have the right to elect to pay such Liquidity Price in cash or in the form of a two-year note with a 5.0% annual interest rate and other terms and conditions that are customary in the market and mutually agreed by the Company and the Purchaser (“Liquidity Note”); provided, that such Liquidity Note shall, in the case of a default by the Company of the terms and conditions thereof, (I) the interest rate shall be increased to 4% and (II) the Specified Holder (as defined in the Articles Supplementary) shall have substantially similar rights as those set forth in Section 9 of the Articles Supplementary as to having the right to require a Required Asset Sale (as defined in the Articles Supplementary). As used herein, “Liquidity Event” means any of (w) a Change of Control (as defined in the Articles Supplementary) of the Company or the Operating Partnership that results in the Purchaser receiving, or having the right to receive pursuant to the agreement of limited partnership of the Operating Partnership, consideration solely in the form of cash or immediately liquid securities listed on a national securities exchange under Section 6 of the Exchange Act, (x) a liquidation, dissolution and winding up of the Company and the Operating Partnership, (y) a Listing (as defined in the Articles Supplementary) and/or (z) an exercise of the Call Option (as defined in the Warrants).

(b)           The Purchaser may exercise the Liquidity Option only by delivering written notice of exercise to the Company (the “Liquidity Notice”). The Company shall be obligated to purchase from the Purchaser all of the Purchaser’s Covered Securities within sixty (60) Business Days of the Company’s receipt of the Liquidity Notice (the “Liquidity Notice Period”); provided that such period may be mutually extended by agreement of the Company and the Purchaser as necessary to accommodate the determination of the Liquidity Price. During the Liquidity Notice Period, the Purchaser shall not take any action that has caused or will cause the Purchaser to have, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “call equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act with respect to the Common Stock), granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock.

(c)           If the Liquidity Option is exercised, the closing of the required purchase and sale of the Covered Securities shall occur on the sixtieth (60^th) Business Day following the delivery of the Liquidity Notice or at such other time as may be mutually agreed between the Company and the Purchaser (the “Liquidity Option Closing Date”). At the closing, the Company shall pay the Purchaser the Liquidity Price in cash, or the Company and the Purchaser shall execute the Liquidity Note.

Article IV

INDEMNIFICATION

Section 4.01.      Indemnification.

(a)           For the purpose of this Section 4.01 and Section 2.02(r): the term “Purchaser/Affiliate” shall mean any Affiliate of any Purchaser, including a transferee who is an Affiliate of any Purchaser, and any Person who controls any Purchaser or any Affiliate of any Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act.

(b)          The Company and the Operating Partnership, jointly and severally, agree to indemnify and hold harmless the Purchaser and the Purchaser/Affiliate from and against any and all losses, claims, actions, damages, liabilities or reasonable expenses (including the reasonable cost of investigation and any legal, attorneys or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim) (collectively, “Losses”), actually incurred by the Purchaser or a Purchaser/Affiliate based upon, attributable to or arising from, in whole or in part, on any breach or inaccuracy in the representations, warranties and covenants of the Company or the Operating Partnership contained in this Agreement, or any failure of the Company to perform its obligations hereunder or under law, and shall promptly reimburse the Purchaser and the Purchaser/Affiliate for any legal and other expenses as such expenses are reasonably incurred by the Purchaser or the Purchaser/Affiliate in connection with any such breach or inaccuracy and with investigating, defending or preparing to defend, settling, compromising or paying any such Losses; provided, however, that neither the Company nor the Operating Partnership shall be liable for amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of the Company, which consent shall not be unreasonably withheld or delayed, and neither the Company nor the Operating Partnership shall be liable in any such case to the extent that any such Losses arise out of or are based upon (A) the failure of any Purchaser to comply with the covenants and agreements contained in Section 1.04 and Article III hereof; or (B) the breach in the representations or warranties made by any Purchaser herein. The indemnity agreement set forth in this Section 4.01(b) shall be in addition to any liability to which the Company or the Operating Partnership may otherwise have.

(c)          The Purchaser shall indemnify and hold harmless the Company, the Operating Partnership, each of their respective directors, officers, members, partners, employees, agents and representatives and each Person, if any, who controls the Company or the Operating Partnership within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”), against any Losses to which the Company Indemnitees may become subject or incur, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation) insofar as such Losses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) the failure of any Purchaser to comply with the covenants and agreements of the Purchaser hereunder or any failure of a Purchaser to perform its obligations hereunder or under law; or (ii) any breach or inaccuracy in the representations or warranties made by any Purchaser herein; and shall reimburse the Company Indemnitees for any legal and other expense reasonably incurred by the Company Indemnitees in connection with any such breach or inaccuracy and with investigating, defending, settling, compromising or paying any such Losses.

(d)          Promptly after receipt by an indemnified party under this Section 4.01 of notice of the threat or commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 4.01, promptly notify each such indemnifying party in writing thereof, but the failure or delay to notify such indemnifying parties will not relieve such indemnifying parties from any liability that they may have to any indemnified party under the indemnity agreement contained in this Section 4.01, except to the extent that its ability to defend is actually impaired by such failure or delay. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from any indemnifying party, the indemnifying party shall be entitled to participate in, and, to the extent that it may wish, jointly with all other indemnifying parties similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party, and the indemnifying party and the indemnified party shall have reasonably concluded, based on the advice of counsel reasonably satisfactory to the indemnifying party, that there may be a conflict of interest between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties or the named parties in any such proceeding (including any impleaded parties included by the Company and the indemnified person)), the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party shall not be liable to such indemnified party under this Section 4.01 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel, reasonably satisfactory to such indemnifying party, representing all of the indemnified parties who are parties to any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction)) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the reasonable fees and expenses of counsel shall be at the expense of the indemnifying party. In no event shall any indemnifying party be liable for any settlement or in respect of any amounts paid in settlement of any claim, action or proceeding unless the indemnifying party shall have approved in writing the terms of such settlement; provided, however, that such consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened claim, action or proceeding in respect of which any indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party from all Losses that are the subject matter of such claim, action or proceeding, unless such settlement (x) includes an unconditional release of such indemnified party, in form and substance reasonably satisfactory to such indemnified party, from all liability on claims that are the subject matter of the subject claim, action or proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

Section 4.02.      Survival of Agreements and Representations and Warranties.

(a)           Notwithstanding any investigation made by any party to this Agreement, all covenants and agreements made by the Company, the Operating Partnership and the Purchaser herein shall survive the execution of this Agreement, the delivery to the Purchaser of the Securities and the payment therefor.

(b)          The representations and warranties of the Company, the Operating Partnership and the Purchaser contained in Article II (other than those contained in Sections 2.01(b)(i), (g), (m) and (w) (collectively, the “Fundamental Representations”)) shall survive for the longer of (i) twelve (12) months following the Initial Closing Date, and (ii) six (6) months following the last Subsequent Closing Date to occur hereunder, and shall then expire, and the Fundamental Representations shall survive until the expiration of the applicable statute of limitations and shall then expire; provided that nothing herein shall relieve any party of liability for any inaccuracy in or breach of such representation or warranty to the extent that any good-faith allegation of such inaccuracy or breach is made in writing prior to such expiration by a Person entitled to make such claim pursuant to the terms and conditions of this Agreement.

(c)           Notwithstanding anything herein to the contrary, except in the case of fraud, from and after the Closing, the maximum liability of the Company and the Operating Partnership under or relating to this Agreement to the extent relating to or arising out of any breach of, or inaccuracy in, the representations and warranties of the Company and the Operating Partnership made herein (other than with respect to the Fundamental Representations) shall in no event exceed 10 % of the Aggregate Purchase Price.

Article V

MISCELLANEOUS

Section 5.01.      Entire Agreement. This Agreement, together with the exhibits, disclosure schedules and other schedules hereto, contains the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits, disclosure schedules and other schedules.

Section 5.02.      Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via electronic mail at or prior to 5:30 p.m. (New York City time) on a Business Day, (b) the next Business Day after the date of transmission, if such notice or communication is delivered via electronic mail on a day that is not a Business Day or later than 5:30 p.m. (New York City time) on any Business Day, (c) the second Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

Section 5.03.      Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed by the Company, the Operating Partnership and the Purchaser. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

Section 5.04.      Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

Section 5.05.      Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. No party to this Agreement may assign this Agreement or any rights or obligations hereunder without the prior written consent of each other party to this Agreement (other than by merger); provided, that (a) the Purchaser or any Permitted Transferee may assign its rights, interests and obligations under this Agreement, in whole or in part (including solely the right to purchase the Initial Shares and/or Additional Shares in accordance with Section 1.01 and/or Section 1.02), to one or more Permitted Transferees, and (b) in the event of such assignment, the assignee shall agree in writing to be bound by the provisions of this Agreement, including the rights, interests and obligations so assigned; provided, further, that, notwithstanding the foregoing, no such assignment effected prior to an Initial Closing or a Subsequent Closing, if applicable, will relieve any Purchaser or Permitted Transferee of its obligations hereunder to be performed at or prior to such Initial Closing or Subsequent Closing (but following such Initial Closing or Subsequent Closing, such assignee shall be solely responsible for the assigned obligations, and the assigning Purchaser or Permitted Transferee shall have no further responsibilities or liability with respect to such assigned obligations).

Section 5.06.      Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Section 5.07.      Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

Section 5.08.      Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

Section 5.09.      Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser and the Company shall be entitled to specific performance under this Agreement. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in this Agreement and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

Section 5.10.      Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise this Agreement and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments thereto.

Section 5.11.      WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

Section 5.12.      No Recourse. The parties agree that this Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no former, current or future equity holders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, and subject to the immediately following sentence, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party. Notwithstanding the foregoing, this Section 5.12 shall in no way be deemed to limit the liability or obligations of any party to the extent that such party is required to cause its Subsidiaries, Affiliates or representatives to take any action or refrain from taking any action pursuant to this Agreement.

Section 5.13.      Dealings with Purchaser. Each of the Company and the Purchaser acknowledges and agrees that: (a) the Purchaser and its Non-Recourse Parties (collectively, the “Investor Group”; provided, that for purposes of this Section 5.13, references to “Investor Group” shall not include any Purchaser Directors in their capacity as such, provisions with respect to whom are contained in Section 3.04(j)) (i) have investments or other business relationships with entities engaged in other businesses (including those which may compete with the business of the Company and any of its subsidiaries or areas in which the Company or any of its Subsidiaries may in the future engage in business) and in related businesses other than through the Company or any of its Subsidiaries, (ii) may develop a strategic relationship with businesses that are or may be competitive with the Company or any of its Subsidiaries and (iii) will not be prohibited by virtue of the Investor Group's investment in the Company or its Subsidiaries, or its service on the Board or any Subsidiary’s board of directors or other governing body, from pursuing and engaging in any such activities; (b) neither the Company nor any stockholders of the Company shall have any right in or to such other ventures or activities or to the income or proceeds derived therefrom; (c) no member of the Investor Group shall be obligated to present any particular investment or business opportunity to the Company even if such opportunity is of a character which, if presented to the Company, could be undertaken by the Company, and each member of the Investor Group shall have the right to undertake any such opportunity for itself for its own account or on behalf of another or to recommend any such opportunity to other Persons; and (d) subject to the express terms and conditions set forth in this Agreement, each member of the Investor Group may enter into contracts and other arrangements with the Company and its Affiliates from time to time on terms approved by the Board and the board of directors of such Affiliates, as applicable. Each of the Company and the Purchaser hereby waives, to the fullest extent permitted by applicable Law, any claims and rights that such Person may otherwise have in connection with the matters described in this Section 5.13 and the Company, pursuant to approval by the Board, hereby renounces its interest or expectancy, as between itself and the Investor Group, in any corporate opportunity or other matter described in this Section 5.13.

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

(Signature Page to Securities Purchase Agreement)

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

ACP WATERMARK INVESTMENT LLC

By: Ascendant Intermediate

Its: Managing Member

Jurisdiction of Purchaser’s Executive Offices: California

Address for Notice to Purchaser:

c/o ACP Watermark Intermediate LLC

11777 San Vicente Blvd., Suite 650

Los Angeles, California 90049

Attention: Russell Gimelstob and Alex Halpern

E-mail: russell@ascendantcapital.com

E-mail: alex@ascendantcapital.com

Telephone: 877-410-1250

And:

Watermark GAP Holdco, LLC

c/o Oaktree Capital Management, L.P.

333 S. Grand Avenue, 28th Floor

Los Angeles, CA 90071

Attention: Cary Kleinman, Zachary Serebrenik and Taejo Kim

E-Mail: ckleinman@oaktreecapital.com; zserebrenik@oaktreecapital.com; and tkim@oaktreecapital.com

With a copy (which shall not constitute notice) to:

Latham & Watkins LLP

330 N. Wabash Avenue, Suite 2800

Chicago, Illinois 60611

Attention: Gary Axelrod

E-mail: gary.axelrod@lw.com

Latham & Watkins LLP 

355 South Grand Avenue, Suite 100

Los Angeles, CA 90071-1560

Attention: Bradley A. Helms

E-mail: bradley.helms@lw.com

(Signature Page to Securities Purchase Agreement)

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Solely in connection with the obligations set forth in Section 3.15 hereof:

ASCENDANT CAPITAL FUND LP

By: Ascendant Capital Partners GP LLC

Its: General Partner

Jurisdiction of Ascendant Guarantor's Executive Offices: California

Address for Notice to Ascendant Guarantor:

Ascendant Capital Fund LP

11777 San Vicente Blvd., Suite 650

Los Angeles, California 90049

Attention Russell Gimelstob and Alex Halpern

E-mail: russell@ascendantcapital.com; alex@ascendantcapital.com

Telephone: 877-410-1250

With a copy (which shall not constitute notice) to:

Latham & Watkins LLP

330 N. Wabash Avenue, Suite 2800

Chicago, Illinois 60611

Attention: Gary Axelrod

E-mail: gary.axelrod@lw.com

(Signature Page to Securities Purchase Agreement)

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Solely in connection with the obligations set forth in Section 3.15 hereof:

OAKTREE SPECIAL SITUATIONS FUND II AIF HOLDINGS (DELAWARE), L.P.

By: Oaktree Fund GP IIIA, LLC

Its: General Partner

By: Oaktree Fund GP III, L.P.

Its: Managing Member

Jurisdiction of Oaktree Guarantor 1's Executive Offices: California

Address for Notice to Oaktree Guarantor 1:

c/o Oaktree Capital Management, L.P.

333 S. Grand Avenue, 28th Floor

Los Angeles, CA 90071

Attention: Cary Kleinman, Zachary Serebrenik and Taejo Kim

E-Mail: ckleinman@oaktreecapital.com; zserebrenik@oaktreecapital.com; and tkim@oaktreecapital.com

With a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

555 South Flower Street, Suite 3700

Los Angeles, California 90071

Attention: Hamed Meshki P.C. and Robert Keane P.C.

E-Mail: hamed.meshki@kirkland.com and Robert.keane@kirkland.com

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Solely in connection with the obligations set forth in Section 3.15 hereof:

OAKTREE HUNTINGTON INVESTMENT FUND II AIF (DELAWARE), L.P.

By: Oaktree Fund AIF Series, L.P. - Series N

Its: General Partner

By: Oaktree Fund GP AIF, LLC

Its: General Partner

By: Oaktree Fund GP III, L.P.

Its: Managing Member

Jurisdiction of Oaktree Guarantor 2's Executive Offices: California

Address for Notice to Oaktree Guarantor 2:

c/o Oaktree Capital Management, L.P.

333 S. Grand Avenue, 28th Floor

Los Angeles, CA 90071

Attention: Cary Kleinman, Zachary Serebrenik and Taejo Kim

E-Mail: ckleinman@oaktreecapital.com; zserebrenik@oaktreecapital.com; and tkim@oaktreecapital.com

With a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

555 South Flower Street, Suite 3700

Los Angeles, California 90071

Attention: Hamed Meshki P.C. and Robert Keane P.C.

E-Mail: hamed.meshki@kirkland.com and Robert.keane@kirkland.com

(Signature Page to Securities Purchase Agreement)

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Solely in connection with the obligations set forth in Section 3.15 hereof:

OAKTREE STAR INVESTMENT FUND II AIF (DELAWARE), L.P.

By: Oaktree Fund AIF Series, L.P. -- Series Q

Its: General Partner

By: Oaktree Fund GP AIF, LLC

Its: General Partner

By: Oaktree Fund GP III, L.P.

Its: Managing Member

Jurisdiction of Oaktree Guarantor 3's Executive Offices: California

Address for Notice to Oaktree Guarantor 3:

c/o Oaktree Capital Management, L.P.

333 S. Grand Avenue, 28th Floor

Los Angeles, CA 90071

Attention: Cary Kleinman, Zachary Serebrenik and Taejo Kim

E-Mail: ckleinman@oaktreecapital.com; zserebrenik@oaktreecapital.com; and tkim@oaktreecapital.com

With a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

555 South Flower Street, Suite 3700

Los Angeles, California 90071

Attention: Hamed Meshki P.C. and Robert Keane P.C.

E-Mail: hamed.meshki@kirkland.com and Robert.keane@kirkland.com

(Signature Page to Securities Purchase Agreement)

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Solely in connection with the obligations set forth in Section 3.15 hereof:

OAKTREE REAL ESTATE OPPORTUNITIES FUND VIII, L.P.

By: Oaktree Real Estate Opportunities Fund VIII GP, L.P.

Its: General Partner

By: Oaktree Real Estate Opportunities Fund VIII GP Ltd.

Its: General Partner

By: Oaktree Capital Management, L.P.

Its: Director

Jurisdiction of Oaktree Guarantor 4's Executive Offices: California

Address for Notice to Oaktree Guarantor 4:

c/o Oaktree Capital Management, L.P.

333 S. Grand Avenue, 28th Floor

Los Angeles, CA 90071

Attention: Cary Kleinman, Zachary Serebrenik and Taejo Kim

E-Mail: ckleinman@oaktreecapital.com; zserebrenik@oaktreecapital.com; and tkim@oaktreecapital.com

With a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

555 South Flower Street, Suite 3700

Los Angeles, California 90071

Attention: Hamed Meshki P.C. and Robert Keane P.C.

E-Mail: hamed.meshki@kirkland.com and Robert.keane@kirkland.com

(Signature Page to Securities Purchase Agreement)

Exhibit 10.2

INVESTOR RIGHTS AGREEMENT

THIS INVESTOR RIGHTS AGREEMENT (this "Agreement"), dated as of July 24, 2020, is by and among WATERMARK LODGING TRUST, INC., a Maryland corporation (the "Company"), CWI 2 OP, LP, a Delaware limited partnership (the "Operating Partnership") and ACP WATERMARK INVESTMENT LLC, a Delaware limited liability company (the “Purchaser”). The Purchaser and any other Person who may become a party hereto pursuant to Section 6(c) are referred to individually as a "Stockholder" and collectively as the "Stockholders."

WHEREAS, the Company, the Operating Partnership and the Purchaser are parties to the Securities Purchase Agreement, dated as of July 21, 2020, as the same may hereafter be amended from time to time (the "Purchase Agreement"); and

WHEREAS, the Purchaser desires to have and the Company and the Operating Partnership desire to grant certain registration and other rights with respect to the Warrant Units and the Registrable Securities on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, for and in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.      Definitions. As used in this Agreement, the following terms shall have the following meanings, and capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Purchase Agreement:

"Adverse Disclosure" means public disclosure of material non-public information that, in the good faith judgment of the Company's board of directors (i) would be required to be made in any Registration Statement filed with the SEC by the Company so that such Registration Statement or report would not be materially misleading; (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement or report; and (iii) the Company has a bona fide business purpose for preserving as confidential or would materially impede the Company’s ability to consummate a significant transaction.

"Agreement" shall have the meaning set forth in the preamble.

"Common Stock" shall mean all shares currently or hereafter existing of any class of Common Stock, par value $0.001 per share, of the Company.

"Demand Notice" shall have the meaning set forth in Section 2(b)(i).

"Demand Registration" shall have the meaning set forth in Section 2(b)(i).

"Effectiveness Period" shall have the meaning set forth in Section 2(d)(i).

"Election Time" shall have the meaning set forth in Section 3(c)(ii).

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and any successor statute thereto and the rules and regulations of the SEC promulgated thereunder.

"Exchange REIT Shares" shall have the meaning set forth in Section 3(c)(ii).

"Indemnified Party" shall have the meaning set forth in Section 2(k)(iii).

"Indemnifying Party" shall have the meaning set forth in Section 2(k)(iii).

"IPO" means the initial, firm commitment, underwritten public offering of the Common Stock.

"Lock-Up Letter" has the meaning given in the Purchase Agreement.

"Lock-Up Termination Date" means the earliest of (x) April 24, 2023; (y) the date of expiration of the Call Option, as such term is defined in the Warrant; and (z) the closing date of the IPO.

"Long-Form Registration" shall have the meaning set forth in Section 2(b)(i).

"Losses" shall have the meaning set forth in Section 2(k)(i).

"LPA" shall have the meaning set forth in Section 3(a).

"Marketed Offering" shall mean a registered underwritten offering of Registrable Securities (including any registered underwritten Shelf Offering) that is consummated or subject to Sections 2(g) or 2(h), withdrawn or abandoned, by the applicable Stockholders following formal participation by the Company's management in a customary "road show" (including an "electronic road show") or other similar marketing effort by the Company as recommended by the managing underwriters for such offering.

"Operating Partnership" shall have the meaning set forth in the preamble.

"Offering Person" shall have the meaning set forth in Section 2(f)(xv).

"Person" shall mean any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision thereof.

"Piggyback Notice" shall have the meaning set forth in Section 2(c).

"Piggyback Registration" shall have the meaning set forth in Section 2(c).

"Piggyback Request" shall have the meaning set forth in Section 2(c).

"Proceeding" shall mean an action, claim, suit, arbitration or proceeding (including an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

"Prospectus" shall mean the prospectus included in any Registration Statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A or Rule 430B promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all materials incorporated by reference or deemed to be incorporated by reference in such prospectus.

"Purchase Agreement" shall have the meaning set forth in the recitals.

"Purchaser Parties" shall have the meaning set forth in Section 3(c)(i).

"Redemption Date" shall have the meaning set forth in Section 3(c)(ii).

"Registrable Securities" shall mean, as of any date of determination, (i) all shares of Common Stock, if any, issued to a Stockholder upon redemption of such Stockholder's Warrant Units, and (ii) all shares of capital stock or other equity securities directly or indirectly issued or then issuable with respect to the shares of Common Stock described in clause (i) of this definition by way of stock dividend or stock split, or in connection with an exchange for a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Registrable Securities, once issued, such securities shall cease to be Registrable Securities when (i) they are sold or transferred pursuant to an effective Registration Statement under the Securities Act, (ii) they shall have ceased to be outstanding, (iii) they have been sold in a private transaction in which the transferor's rights under this Agreement are not assigned to the transferee of the securities or (iv) with respect to a Stockholder when such Stockholder ceases to hold Registrable Securities and, with respect to all Stockholders in the event that the Stockholders, in the aggregate, own less than two percent (2%) of the outstanding shares of Common Stock (for purposes of this calculation, Warrant Units shall be deemed to be Common Stock to the extent held by the Stockholders or any other Person (other than by the Company or any subsidiary thereof).

"Registration Statement" shall mean any registration statement of the Company under the Securities Act which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

"Rule 144" shall mean Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

"SEC" shall mean the Securities and Exchange Commission or any successor agency having jurisdiction under the Securities Act.

"Securities Act" shall mean the Securities Act of 1933, as amended, and any successor statute thereto and the rules and regulations of the SEC promulgated thereunder.

“Series B Preferred Stock” shall mean all shares currently or hereafter existing of any class of Series B Preferred Stock, par value $0.001 per share, of the Company.

"Shelf Offering" shall have the meaning set forth in Section 2(d)(iv).

"Shelf Registration Statement" shall have the meaning set forth in Section 2(d)(i).

"Short-Form Registration" shall have the meaning set forth in Section 2(b)(i).

"Stockholders" shall have the meaning set forth in the preamble.

"Take-Down Notice" shall have the meaning set forth in Section 2(d)(iv).

"underwritten registration" or "underwritten offering" shall mean a registration in which securities of the Company are sold to an underwriter for reoffering to the public.

“Warrants” shall have the meaning set forth in the Purchase Agreement.

"Warrant Units" shall mean Class A operating partnership units of CWI 2 OP, LP issued on exercise of the Warrants sold under the Purchase Agreement.

Section 2.              Registration Rights.

(a)            Holders of Registrable Securities. A Person is deemed, and shall only be deemed, to be a holder of Registrable Securities if such Person owns Registrable Securities or has a right to acquire such Registrable Securities and such Person is a Stockholder.

(b)            Demand Registrations.

(i)            Requests for Registration. Subject to the following paragraphs of this Section 2(b), if at any time after (A) the Lock-Up Termination Date, if the Lock-Up Termination Date is the date described in clauses (x) or (y) of such definition, or (B) the 120^th day after the Lock-Up Termination Date, if the Lock-Up Termination Date is the closing date of the IPO, the Company is not eligible to file a Shelf Registration Statement, the Company has not caused a Shelf Registration Statement to be declared effective by the SEC in accordance with Section 2(d) or if the Shelf Registration Statement shall cease to be effective, one or more Stockholders shall have the right, subject to the minimum size and other conditions set forth below, by delivering or causing to be delivered a written notice to the Company, to require the Company to register pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the offer, sale and distribution of all of the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement on the appropriate form for which the Company is then eligible (any such written notice, a "Demand Notice" and any such registration, a "Demand Registration"), as soon as reasonably practicable after delivery of such Demand Notice, but, in any event, the Company shall be required to make the initial filing of the Registration Statement in connection with such Demand Registration within forty five (45) days, in the case of a registration on Form S-1, Form S-11 or any similar or successor long-form registration ("Long-Form Registrations"), or thirty (30) days in the case of a registration on Form S-3 or any similar or successor short-form registration ("Short-Form Registrations"), following receipt of such Demand Notice; provided, however, that (i) a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by such Stockholders is reasonably expected to result in aggregate gross cash proceeds in excess of $5.0 million (without regard to any underwriting discount or commission), (ii) such Stockholders will not be entitled to deliver (or cause to be delivered) more than three (3) Demand Notices in the aggregate under this Agreement, and (iii) the Company will not be obligated to effect more than one (1) Demand Registration that is an underwritten offering in any six (6) month period. Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 2(b)(i), the Company shall use its reasonable best efforts to file a Registration Statement in accordance with such Demand Notice as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof.

No Demand Registration shall be deemed to have occurred for purposes of this Section 2(b), and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of this Section (2)(b)(i), if (x) the Registration Statement relating thereto (and covering not less than 75% of the Registrable Securities specified in the applicable Demand Notice for sale in accordance with the intended method or methods of distribution specified in such Demand Notice) (i) does not become effective, or (ii) is not maintained effective for the period required pursuant to this Section 2(b) or (y) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period.

All requests made pursuant to this Section 2(b) will specify the number of Registrable Securities to be registered and the intended methods of disposition thereof; provided, however, that subject to Section 2(f)(xiii) and Section 2(n), the Company shall not be obligated to list the Registrable Securities on any securities exchange.

Except as otherwise agreed by all Stockholders with Registrable Securities subject to a Demand Registration, the Company shall use its reasonable best efforts to maintain the continuous effectiveness of the Registration Statement with respect to any Demand Registration until such securities cease to be Registrable Securities or such shorter period upon which all Stockholders with Registrable Securities included in such Registration Statement have notified the Company that such Registrable Securities have actually been sold.

Within five (5) business days after receipt by the Company of a Demand Notice pursuant to this Section 2(b), the Company shall deliver a written notice of any such Demand Notice to all other holders of Registrable Securities, and the Company shall, subject to the provisions of Section 2(b)(ii), include in such Demand Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) business days after the date that such notice has been delivered; provided that such holders must agree to the method of distribution proposed by the Stockholders who delivered the Demand Notice and, in connection with any underwritten registration, such holders (together with the Company and the other holders including securities in such underwritten registration) must enter into an underwriting agreement in the form reasonably approved by the Stockholders holding a majority of the Registrable Securities. All requests made pursuant to the preceding sentence shall specify the aggregate amount of Registrable Securities to be registered and the intended method of distribution of such securities; provided that the requesting Stockholders may change the number of Registrable Securities proposed to be offered pursuant to any Demand Registration at any time prior to the Registration Statement with respect to the Demand Registration being declared effective by the SEC, in each case subject to the minimum size limitations in Section 2(b)(i).

Without the prior written consent of the Stockholders requesting such Demand Registration, no stockholder of the Company (other than the Stockholders party hereto) may include securities in any offering requested under this Section 2(b); provided, that the Company may include in such offering securities to be sold for the account of the Company, subject to Section 2(b)(ii).

(ii)            Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in an underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its good faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the price, timing or distribution of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such underwritten offering the number or dollar amount of Registrable Securities and such other securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities and such other securities shall be allocated as follows:

(A)            first, pro rata among the holders of Registrable Securities that have requested to participate in such Demand Registration on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders; and

(B)            second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Company.

No securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such offering.

(c)            Piggyback Registration.

(i)            Right to Piggyback. Except with respect to a Demand Registration, the procedures for which are addressed in Section 2(b), if the Company proposes to file a registration statement under the Securities Act with respect to an offering of Common Stock whether or not for sale for its own account and whether or not an underwritten offering or an underwritten registration (other than a registration statement (i) on Form S-4, Form S-8 or any successor forms thereto, (ii) filed in connection with an exchange offer or any employee benefit or dividend reinvestment plan, (iii) relating solely to the offer and sale of debt securities or (iv) in connection with any dividend or distribution reinvestment or similar plan), then the Company shall give prompt written notice of such filing no later than twenty (20) days prior to the filing date (the "Piggyback Notice") to all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include (or cause to be included) in such registration statement the number of Registrable Securities as each such holder may request (a "Piggyback Registration"). Subject to Section 2(c)(ii), the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (each a "Piggyback Request") within ten (10) days after notice has been given to the applicable holder. The Company shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (x) one hundred eighty (180) days after the effective date thereof and (y) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement.

(ii)            Priority on Piggyback Registrations. If any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Section 2(c) are to be sold in an underwritten offering, the Company shall use reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit holders of Registrable Securities who have submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each holder's Piggyback Request on the same terms and conditions as any other shares of capital stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advise the Company in writing that it is their good faith opinion the total number or dollar amount of securities that such holders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the price, timing or distribution of the securities in such offering, then there shall be included in such underwritten offering the number or dollar amount of securities that in the opinion of such managing underwriter or underwriters can be sold without so adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows: (i) first, all securities proposed to be sold by the Company for its own account; (ii) second, all Registrable Securities requested to be included in such registration pursuant to Section 2(c), pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders; and (iii) third, all other securities requested to be included in such Registration Statement; provided that holders may, prior to the earlier of the (i) effectiveness of the Registration Statement and (ii) time at which the offering price and/or underwriter's discount are determined with the managing underwriter or underwriters, withdraw their request to be included in such registration pursuant to this Section 2(c).

(d)            Shelf Registration; Shelf Take Downs.

(i)            The Company shall prepare and file not later than (A) (i) if the Company is a Well Known Seasoned Issuer and is filing an automatically effective Short-Form Registration, the Lock-Up Termination Date, (ii) if the Company is filing a Short-Form Registration that is not automatically effective, 30 days prior to the Lock-Up Termination Date, or (iii) if the Company is filing a Long-Form Registration, 45 days prior to the Lock-Up Termination Date otherwise, or (B) the 120^th day after the Lock-Up Termination Date, if the Lock-Up Termination Date is the closing date of the IPO, a "Shelf" Registration Statement with respect to the resale of all of the Registrable Securities by the Stockholders on an appropriate form which the Company is then eligible to use for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement") and permitting registration of such Registrable Securities for resale by such Stockholders in accordance with the methods of distribution elected by the Stockholders and set forth in the Shelf Registration Statement. Unless the Shelf Registration Statement shall become automatically effective, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective by the SEC prior to (A) the Lock-Up Termination Date, if the Lock-Up Termination Date is the date described in clauses (x) or (y) of such definition, or (B) the 120^th day after the Lock-Up Termination Date, if the Lock-Up Termination Date is the closing date of the IPO, and, subject to Sections 2(d)(iii) and 2(g), to keep such Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Shelf Registration Statement are no longer Registrable Securities (the "Effectiveness Period").

(ii)            At the time the Shelf Registration Statement is declared effective, each Stockholder shall be named as a selling securityholder in the Shelf Registration Statement and the related prospectus in such a manner as to permit such Stockholder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law.

(iii)            The Company shall prepare and file such additional registration statements as necessary and use its reasonable best efforts to cause such registration statements to be declared effective by the SEC so that a Shelf Registration Statement remains continuously effective, subject to Section 2(g), with respect to resales of all Registrable Securities as and for the periods required under Section 2(d)(i) (such subsequent registration statements to constitute a Shelf Registration Statement).

(iv)            At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2(b), Section 2(c) or this Section 2(d) is effective, if any Stockholder delivers a notice to the Company (a "Take-Down Notice") stating that it intends to sell all or part of its Registrable Securities included by it on the Shelf Registration Statement (a "Shelf Offering"), then, the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other holders pursuant to this Section 2(d)(iv)). In connection with any Shelf Offering, including any Shelf Offering that is a Marketed Offering:

(A)           within ten (10) days after receipt by the Company of a Take-Down Notice, the Company shall deliver a written notice of such Take-Down Notice to all other holders of Registrable Securities included on such Shelf Registration Statement and permit each such holder to include its Registrable Securities included on the shelf registration statement in the Shelf Offering if such holder notifies the Company within ten (10) days after delivery of notice to such holder; and

(B)            if the Shelf Offering is underwritten, in the event that the underwriters of such Shelf Offering advise such holders in writing that it is their good faith opinion the total number or dollar amount of securities proposed to be sold exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be included, then the underwriter may limit the number of Registrable Securities which would otherwise be included in such Shelf Offering in the same manner as described in Section 2(b)(ii) with respect to a limitation of shares to be included in a registration; provided, however, that each Shelf Offering that is a Marketed Offering initiated by a Stockholder shall be deemed to be a demand subject to the provisions of Section 2(b) (subject to Section 2(d)(iv)), and shall decrease by one the number of Demand Notices such Stockholder is entitled to pursuant to Section 2(b)(i); provided, further, that a Take-Down Notice with respect to an underwritten offering that is not a Marketed Offering may only be made if the sale of the Registrable Securities requested to be sold by all Stockholders in the Shelf Offering is reasonably expected to result in aggregate gross cash proceeds in excess of $5.0 million (without regard to any underwriting discount or commission); except that such requirement shall not apply if the Company is not required to either (x) enter into an underwriting agreement, purchase agreement, lock-up agreement or other similar agreement, or (y) take the action set forth in Section 2(f)(xiv) or (xv).

Without the prior written consent of the Stockholders delivering such Take-Down Notice, no stockholder of the Company (other than the Stockholders party hereto) may include securities in any Shelf Offering requested under this Section 2(d).

(e)            Restrictions on Public Sale by Holders of Registrable Securities. Each holder of Registrable Securities agrees with all other holders of Registrable Securities and the Company in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 2(b), Section 2(c)(i) and Section 2(d)(i), respectively (whether or not such holder elected to include Registrable Securities in such Registration Statement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in such offering, not to effect any public sale or distribution of any of the Company's securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Series B Preferred Stock or Common Stock, or to give any Demand Notice during the period commencing on the date of the Prospectus and continuing for not more than ninety (90) days after the date of the Prospectus (or, in either case, Prospectus supplement if the offering is made pursuant to a "shelf" registration), pursuant to which such public offering shall be made. In connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 2(b) Section 2(c) or Section 2(d)(i), the Company shall be responsible for negotiating all "lock-up" agreements with the underwriters and, in addition to the foregoing provisions of this Section 2(e), the Stockholders and holders of Registrable Securities agree to execute the form so negotiated; provided, that the form so negotiated is reasonably acceptable to the Stockholders and holders of Registrable Securities and consistent with the agreement set forth in this Section 2(e) and that, in the case of a Marketed Offering, the Company's executive officers and directors shall also have executed such form of agreement so negotiated.

If any registration pursuant to Section 2(b) of this Agreement shall be in connection with any: (i) Marketed Offering (including with respect to a Shelf Offering pursuant to Section 2(d)(iv) hereof), the Company will cause each of its executive officers and directors to sign a "lock-up" agreement consistent with that contemplated in the immediately preceding paragraph, and (ii)  underwritten offering (including with respect to a Shelf Offering pursuant to Section 2(d)(iv) hereof), the Company will also not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (A) on Form S-4, Form S-8 or any successor forms thereto or (B) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within ninety (90) days after the date of the Prospectus for such offering except as may otherwise be agreed with the holders of the Registrable Securities in such offering.

(f)            Registration Procedures. If and whenever the Company is required to effect the registration of any Registrable Securities under the Securities Act as provided in Section 2(b) Section 2(c) or Section 2(d), the Company shall effect such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company shall cooperate in the sale of the securities and shall, as expeditiously as possible to the extent applicable:

(i)              prepare and file with the SEC a Registration Statement or Registration Statements on such form as shall be available for the sale of the Registrable Securities by the holders thereof or by the Company in accordance with the intended method or methods of distribution thereof and in accordance with this Agreement, and use its reasonable best efforts to cause such Registration Statement to become effective and to remain effective as provided herein; provided, however, that before filing a Registration Statement or Prospectus or any amendments or supplements thereto (including documents that would be incorporated or deemed to be incorporated therein by reference), the Company shall, within a reasonable period of time prior (but no later than two (2) business days prior to such filing) furnish or otherwise make available to the holders of the Registrable Securities covered by such Registration Statement, their counsel and the managing underwriters, if any, copies of all such documents proposed to be filed, which documents will be subject to the reasonable review and comment of such counsel, and such other documents reasonably requested by such counsel, including any comment letter from the SEC, and, if requested by such counsel, provide such counsel reasonable opportunity to participate in the preparation of such Registration Statement and each Prospectus included therein and, to the extent reasonably necessary to enable such holders to exercise their due diligence responsibility, such other opportunities to conduct a reasonable investigation within the meaning of the Securities Act, including reasonable access to the Company's books and records, officers, accountants and other advisors upon reasonable notice and only to the extent the Company determines in good faith that such disclosure and access would not forfeit any attorney-client privilege or confidentiality obligations. The Company shall not file any such Registration Statement or Prospectus or any amendments or supplements thereto (including such documents that, upon filing, would be incorporated or deemed to be incorporated by reference therein) with respect to a Demand Registration to which the holders of a majority of the Registrable Securities covered by such Registration Statement, their counsel, or the managing underwriters, if any, shall reasonably object, in writing, on a timely basis, unless, in the opinion of the Company's counsel, such filing is necessary to comply with applicable law;

(ii)             prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective during the period provided herein and comply in all material respects with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement; and cause the related Prospectus to be supplemented by any Prospectus supplement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such Registration Statement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act;

(iii)            promptly notify each selling holder of Registrable Securities, its counsel and the managing underwriters, if any, and, if requested by any such Person, confirm such notice in writing, (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv) if at any time the Company has reason to believe that the representations and warranties of the Company contained in any agreement (including any underwriting agreement) contemplated by Section 2(f)(xiv) below cease to be true and correct, (v) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, and (vi) if the Company has knowledge of the happening of any event that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (which notice shall notify the selling holders only of the occurrence of such an event and shall provide no additional information regarding such event to the extent such information would constitute material non-public information);

(iv)            use its reasonable best efforts to prevent the issuance or obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction at the earliest date reasonably practicable;

(v)             if requested by the managing underwriters, if any, or the holders of a majority of the then-outstanding Registrable Securities being sold in connection with an underwritten offering, promptly include in a Prospectus supplement or post-effective amendment such information as the managing underwriters, if any, and such holders may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after the Company has received such request; provided, however, that the Company shall not be required to take any actions under this Section 2(f) that are not, in the opinion of counsel for the Company, in compliance with applicable law;

(vi)            furnish or make available to each selling holder of Registrable Securities, its counsel and each managing underwriter, if any, without charge, at least one conformed copy of the Registration Statement, the Prospectus and Prospectus supplements, if applicable, and each post-effective amendment thereto, including financial statements (but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference, and all exhibits, unless requested in writing by such holder, counsel or underwriter); provided that the Company may furnish or make available any such documents in electronic format;

(vii)           deliver to each selling holder of Registrable Securities, its counsel, and the underwriters, if any, without charge, as many copies of the Prospectus or Prospectuses (including each form of Prospectus) and each amendment or supplement thereto as such Persons may reasonably request from time to time in connection with the distribution of the Registrable Securities; provided that the Company may furnish or make available any such documents in electronic format (other than, in the case of a Marketed Offering, upon the request of the managing underwriters thereof for printed copies of any such Prospectus or Prospectuses); and the Company, subject to the last paragraph of this Section 2(f), hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling holders of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any such amendment or supplement thereto;

(viii)          prior to any public offering of Registrable Securities, use its reasonable best efforts to register or qualify or cooperate with the selling holders of Registrable Securities, the underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or "blue sky" laws of such jurisdictions within the United States as any seller or underwriter reasonably requests in writing and to keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective pursuant to this Agreement and to take any other action that may be necessary or advisable to enable such holders of Registrable Securities to consummate the disposition of such Registrable Securities in such jurisdiction; provided, however, that the Company will not be required to (i) qualify generally to do business in any jurisdiction where would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in any such jurisdiction where it would not otherwise be subject but for this Agreement;

(ix)            cooperate with, and direct the Company's transfer agent to cooperate with, the selling holders of Registrable Securities and the managing underwriters, if any, to facilitate the timely settlement of any offering or sale of Registrable Securities, including the preparation and delivery of certificates (not bearing any legends) or book-entry (not bearing stop transfer instructions) representing Registrable Securities to be sold after receiving written representations from each holder of such Registrable Securities that the Registrable Securities represented by the certificates so delivered by such holder will be transferred in accordance with the Registration Statement and, in connection therewith, if reasonably required by the Company's transfer agent, the Company shall promptly after the effectiveness of the registration statement cause an opinion of counsel as to the effectiveness of any Registration Statement to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to issue such Registrable Securities without restriction upon sale by the holder of such shares of Registrable Securities under the Registration Statement;

(x)             upon the occurrence of, and its knowledge of, any event contemplated by Section 2(f)(iii) above, prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the Purchaser of the Registrable Securities being sold thereunder, such that the Registration Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading, and the Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(xi)            prior to the effective date of the Registration Statement relating to the Registrable Securities, provide a CUSIP number for the Registrable Securities;

(xii)            provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Registration Statement from and after a date not later than the effective date of such Registration Statement;

(xiii)          use its reasonable best efforts to cause all shares of Registrable Securities covered by such Registration Statement to be listed on a national securities exchange if shares of the particular class of Registrable Securities are at that time listed on such exchange, as the case may be, prior to the effectiveness of such Registration Statement;

(xiv)          enter into such agreements (including underwriting agreements in form, scope and substance as is customary in underwritten offerings and such other documents reasonably required under the terms of such underwriting agreements, including customary legal opinions and auditor "comfort" letters) and take all such other actions reasonably requested by the holders of a majority of the Registrable Securities being sold in connection therewith (including those reasonably requested by the managing underwriters, if any) to expedite or facilitate the disposition of such Registrable Securities;

(xv)           in connection with a customary due diligence review, upon reasonable notice, make available for inspection by a representative of the selling holders of Registrable Securities, any underwriter participating in any such disposition of Registrable Securities, if any, and any counsel or accountants retained by such selling holders or underwriter (collectively, the "Offering Persons"), at the offices where normally kept, during reasonable business hours, all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause the officers, directors and employees of the Company and its subsidiaries to supply all information and participate in customary due diligence sessions in each case reasonably requested by any such representative, underwriter, counsel or accountant in connection with such Registration Statement unless the Company determines in good faith that such due diligence would forfeit any attorney-client privilege or confidentiality obligations, provided, however, that any information provided hereunder shall be considered delivered under the Purchase Agreement and, if applicable under the terms of the Purchase Agreement, constitute Confidential Information requiring such Offering Person to comply with the requirements of Section 3.20 of the Purchase Agreement; and

(xvi)          cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA, including the use reasonable best efforts to obtain FINRA's pre-clearance or pre-approval of the Registration Statement and applicable Prospectus upon filing with the SEC.

The Company may require each holder of Registrable Securities as to which any registration is being effected to furnish to the Company in writing such information required in connection with such registration regarding such seller and the distribution of such Registrable Securities as the Company may, from time to time, reasonably request in writing and the Company may exclude from such registration the Registrable Securities of any holder who unreasonably fails to furnish such information within a reasonable time after receiving such request. Each holder of Registrable Securities (including the Purchaser) represents and warrants to the Company that the information provided pursuant to the preceding sentence shall be true and correct in all material respects as of such time the information is provided.

Each holder of Registrable Securities agrees if such holder has Registrable Securities covered by such Registration Statement that, upon receipt of any written notice from the Company of the happening of any event of the kind described in Section 2(f)(ii), 2(f)(iii), 2(f)(iv) or 2(f)(v), such holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus until such holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2(f)(x), or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus; provided, however, that the time periods under Section 2(b) with respect to the length of time that the effectiveness of a Registration Statement must be maintained shall automatically be extended by the amount of time the holder is required to discontinue disposition of such securities.

(g)           Postponement of Demand Registration; Suspension of Use of Registration Statement. The Company shall be entitled to postpone (but not more than twice in any 12-month period), for a reasonable period of time not in excess of an aggregate of sixty (60) days, and not within sixty (60) days of any prior such postponement, the filing (but not the preparation) or use, including for any Shelf Offering, of a Registration Statement if the Company delivers to the Stockholders requesting registration or entitled to use a Registration Statement as a selling secondary holder a certificate certifying that such registration or offering would reasonably be expected to (x) materially adversely affect or materially interfere with any bona fide material financing of the Company pursuant to an underwritten offering that is reasonably likely to be promptly commenced, or (y) require the Company to make an Adverse Disclosure. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Stockholders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 2(f)(xv). If the Company shall so postpone the filing of a Registration Statement, the Stockholders requesting such registration or Shelf Offering shall have the right to withdraw the request for registration or the applicable Take-Down Notice by giving written notice to the Company within ten (10) days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the applicable Stockholders and, for the avoidance of doubt, upon such withdrawal, the withdrawn request shall not constitute a Demand Notice; provided that in the event such Stockholders do not so withdraw the request for registration or Take-Down Notice, as applicable, the Company shall continue to prepare a Registration Statement and take all reasonably practicable actions in furtherance of a Shelf Offering during such postponement such that, if it exercises its rights under this Section 2(g), it shall be in a position to and shall, as promptly as practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of the applicable deferred or suspended Registration Statement or commence such Shelf Offering, as applicable

(h)           Cancellation of a Demand Registration or Shelf Offering. Holders of a majority of the Registrable Securities that are to be registered in a particular offering pursuant to Section 2(b) or sold pursuant to any Shelf Offering shall have the right to notify the Company that they have determined that the registration statement or Shelf Offering be abandoned or withdrawn, in which event the Company shall abandon or withdraw such registration statement or Shelf Offering; provided, that such Demand Notice underlying such abandonment or withdrawal shall not be deemed to be a Demand Notice for purposes of Section 2(b)(i) (x) if in response to a material adverse change regarding the Company or a material adverse change in the financial markets generally, or (y) if not in response to such a material adverse change, the Stockholders requesting such abandonment or withdrawal reimburse the Company for all registration or offering expenses incurred through the date of such request (provided, that the Stockholders may not utilize this clause (y) more than once).

(i)            Marketed Offerings. In connection with any Demand Notices or Take-Down Notices that are Marketed Offerings, the Company shall cause its officers to use their reasonable best efforts to support the marketing of the Registrable Securities covered by the Registration Statement (including participation in customary "road shows" and the like)

(j)            Registration Expenses. All fees and expenses incurred in connection with registrations, filings or qualifications pursuant to Section 2 of this Agreement (including (i) all registration and filing fees (including fees and expenses with respect to (A) all SEC, stock exchange or trading system and FINRA registration, listing, filing and qualification and any other fees associated with such filings, including with respect to counsel for the underwriters and any qualified independent underwriter in connection with FINRA qualifications, (B) rating agencies and (C) compliance with securities or "blue sky" laws, including any fees and disbursements of counsel for the underwriters in connection with "blue sky" qualifications of the Registrable Securities pursuant to Section 2(f)(viii)), (ii) fees and expenses of the financial printer, (iii) messenger, telephone and delivery expenses of the Company, (iv) fees and disbursements of counsel for the Company, (v) reasonable fees and disbursements of one counsel for the selling holders of Registrable Securities (together with one local counsel to the extent reasonably necessary), and (vi) fees and disbursements of all independent certified public accountants, including the expenses of any special audits and/or "comfort letters" required by or incident to such performance and compliance), shall be borne by the Company whether or not any Registration Statement is filed or becomes effective. All underwriters discounts and selling commissions and all stock transfer taxes, in each case related to Registrable Securities registered in accordance with the Agreement, shall be borne by the Stockholders of Registrable Securities included in such registration pro rata among each other on the basis of the number of Registrable Securities so registered (provided that such stock transfer taxes shall be borne solely by the holders of Registrable Securities subject to such taxes).

(k)            Indemnification.

(i)            Indemnification by the Company. The Company shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, partners, members, managers, stockholders, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, stockholders, accountants, attorneys, agents and employees of each such controlling person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all losses, claims, damages, liabilities, costs (including costs of preparation and reasonable attorneys' fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, "Losses"), as incurred, arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Prospectus, offering circular, any amendments or supplements thereto, "issuer free writing prospectus" (as such term is defined in Rule 433 under the Securities Act) or other document (including any related Registration Statement, notification, or the like) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the Company and (without limitation of the preceding portions of this Section 2(k)(i)) will reimburse each such holder, each of its officers, directors, partners, members, managers, stockholders, accountants, attorneys, agents and employees and each Person who controls each such holder and the officers, directors, partners, members, managers, stockholders, accountants, attorneys, agents and employees of each such controlling person, each such underwriter, and each Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such Loss or action, provided that the Company will not be liable in any such case to the extent that any such Loss arises out of or is based on any untrue statement or omission by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities furnished to the Company by such holder of Registrable Securities expressly for inclusion therein. It is agreed that the indemnity agreement contained in this Section 2(k)(i) shall not apply to amounts paid in settlement of any such Loss or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld). The indemnification provided for under this Section 2(k)(i) shall survive the transfer of the Registrable Securities by the selling holder of Registrable Securities.

(ii)            Indemnification by Holder of Registrable Securities. The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the Company, its directors and officers and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, "issuer free writing prospectus" (as such term is defined in Rule 433 under the Securities Act) or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to reimburse the Company, its directors and officers and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss or action, in each case to the extent, but only to the extent, that such untrue statement or omission was included in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, "issuer free writing prospectus" (as such term is defined in Rule 433 under the Securities Act) or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities furnished to the Company by such holder of Registrable Securities expressly for inclusion therein; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement. The indemnification provided for under this Section 2(k)(ii) shall survive the transfer of the Registrable Securities by the selling holder.

(iii)            Conduct of Indemnification Proceedings. If any Person shall be entitled to indemnity hereunder or under the undertaking contemplated by Section 2(k)(ii) (an "Indemnified Party"), such Indemnified Party shall give prompt notice to the party from which such indemnity is sought (the "Indemnifying Party") of any claim or of the commencement of any Proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation or liability except to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or Proceeding, to, unless in the Indemnified Party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party's expense, the defense of any such claim or Proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an Indemnified Party shall have the right to employ separate counsel in any such claim or Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the Indemnifying Party agrees to pay such fees and expenses; or (ii) the Indemnifying Party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or Proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, in which case the Indemnified Party shall have the right to employ separate counsel and to assume the defense of such claim or proceeding at the Indemnifying Party's expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or Proceeding or separate but substantially similar or related claims or Proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties; and provided further that if (i) the Indemnifying Party fails to take reasonable steps necessary to defend diligently the action or proceeding within twenty (20) business days after receiving notice from such Indemnified Party that the Indemnified Party believes it has failed to do so, or (ii) if such Indemnified Party who is a defendant in any action or proceeding which is also brought against the Indemnifying Party shall have reasonably concluded, based on the advice of counsel, that there may be one or more legal defenses available to such Indemnified Party which are not available to the Indemnifying Party, then, in any such proceeding, any Indemnified Party shall have the right to assume or continue its own defense and the Indemnifying Party shall be liable for the expenses therefor, subject to the remainder of the paragraph. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder. All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such proceeding in a manner not inconsistent with this Section 2(k)) shall be paid to the Indemnified Party, as incurred, promptly upon receipt of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder, provided that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification under this Section 2(k)).

(iv)            Contribution. If the indemnification provided for in this Section 2(k) is unavailable to an Indemnified Party in respect of any Losses (other than in accordance with its terms), then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party, on the one hand, and Indemnified Party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made (or omitted) by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2(k)(iv) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 2(k)(iv), an Indemnifying Party that is a selling holder of Registrable Securities shall not be required to contribute any amount in excess of the amount that such Indemnifying Party has otherwise been, or would otherwise be, required to pay pursuant to Section 2(k)(ii) by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(l)            Rule 144. The Company shall use reasonable best efforts to: (i) file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner, to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144; and (ii) so long as any Registrable Securities are outstanding, furnish holders thereof upon request (A) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act, and of the Exchange Act and (B) a copy of the most recent annual or quarterly report of the Company (except to the extent the same is available on EDGAR).

(m)          Underwritten Registrations.

(i)              In connection with any underwritten offering, the investment banker or investment bankers and managers shall be selected by (i) the Stockholders holding a majority of Registrable Securities included in any Demand Registration, including any Shelf Offering, initiated by the Stockholders, which selection shall be reasonably acceptable to the Company (and approval of the same not to be unreasonably withheld), and (ii) the Company to administer any other offering, including any Piggyback Registration.

(ii)            No Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell the Registrable Securities it desires to have covered by a Registration Statement on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

(n)            Listing of Shares. If at any time that Registrable Securities are outstanding, the Company lists shares of its capital stock of the same class of shares as any Registrable Securities on a national securities exchange, the Company shall use its reasonable best efforts to list or include all Registrable Securities on such exchange, and shall provide a transfer agent and registrar and CUSIP number for such Registrable Securities prior to the effective date of any registration statement covering such Registrable Securities.

Section 3.              LPA Matters.

(a)            Commencement of Redemption Right. The Purchaser Parties (as defined below) shall be permitted to exercise the redemption rights with respect to the Warrant Units as set forth in Section 8.6 of the Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the "LPA"), as in effect as of the date hereof, at any time after six (6) months following the date of issuance of any Warrant Units. For purposes of determining the six (6) month holding period, it is intended, understood and acknowledged that the Warrant Units issued in a cashless exercise transaction pursuant to Section 1(c) of the Warrant shall be deemed to have been acquired by the Purchaser Parties, and the holding period for such shares shall be deemed to have commenced, on the date of issuance of the Warrant.

(b)            Number of Redemptions. For purposes of any redemption of Warrant Units pursuant to Section 8.6 of the LPA, the Operating Partnership shall have no obligation to effect more than four (4) cash redemptions of Warrant Units in a single calendar year; provided, however, that there shall be no limitation on the number of redemptions of Warrant Units that may be effected in any calendar year for which the Company exercises its right under Section 8.6B of the LPA to acquire tendered Warrant Units for the REIT Shares Amount (as defined in the LPA).

(c)            Rights Related to the LPA. For the purposes of this Section 3(c), any capitalized terms used but not defined in this Agreement shall have the meaning ascribed to them in the LPA.

(i)            With respect to Section 3.4.E(5) of the LPA and subject to the Lock-Up Letter, the General Partner shall consent to any transfer by the Purchaser of Warrant Units to any of its Affiliates (as defined in the LPA) or any Affiliates of any Guarantor (as defined in the Purchase Agreement) (together with the Purchaser, the “Purchaser Parties”), provided that after any such transfer, the Warrant Units held by the Purchaser and any of its transferees are held by no more than thirty (30) partners, not including as partners for such purposes any flow-through partners unless a principal purpose of the use of the flow-through entity through which such partners invest was to permit the Operating Partnership to satisfy the 100-partner limitation within the meaning of Treas. Reg. Section 1.7704-1(h)(3)(ii).

(ii)            On or after a Listing (as defined in the Purchase Agreement) (A) the Operating Partnership shall give notice to the Purchaser Parties prior to 5:00 p.m. Eastern time on the second Business Day following the date of receipt of a Notice of Redemption (the “Election Time”) of its election to either (A) cause the Operating Partnership to redeem all of the Purchaser Parties’ Tendered Units in exchange for the Cash Amount or (B) acquire all of the Purchaser Parties’ Tendered Units in exchange for the REIT Shares Amount determined as of the Purchaser Parties Redemption Date (as defined below) (the “Exchange REIT Shares”); provided, that the date of “receipt” of a Notice of Redemption shall (1) for purposes of determining the Cash Amount and the Election Time, be (x) the date on which the Notice of Redemption is received by the General Partner if received prior to 6:00 p.m. Eastern time or (y) the Business Day following the date on which the Notice of Redemption is received by the General Partner if received later than 6:00 p.m. Eastern time and (2) for purposes of determining the Purchaser Parties Redemption Date, be (x) the date on which the Notice of Redemption is received by the General Partner if received prior to 4:30 p.m. Eastern time or (y) the Business Day following the date on which the Notice of Redemption is received by the General Partner if received later than 4:30 p.m. Eastern time, in each case, the time of receipt being the time transmitted by electronic mail to each of the Chief Executive Officer and Chief Financial Officer of the General Partner at the addresses set forth in Schedule I hereto (excluding any officer roles that are vacant at such time); provided, further, that in the event that the General Partner fails to give such notice prior to the Election Time, the General Partner shall be deemed to have elected to cause the Operating Partnership to redeem all such Tendered Units in exchange for REIT Shares Amount pursuant to the preceding clause (B). Notwithstanding the foregoing, the Purchaser Parties’ right to Redemption shall remain subject to Section 8.6.E of the LPA, but only after giving effect to, and subject to the terms of, any waiver thereof granted, and Excepted Holder Limit (as defined in the General Partner’s Charter);

(B) in the event that the General Partner elects to cause the Operating Partnership to redeem all of the Tendered Units in exchange for the Cash Amount, the General Partner shall deliver the Cash Amount by wire transfer of immediately available funds (to the account(s) designated by the Purchaser Parties) no later than five (5) Business Days following the date of receipt of the Notice of Redemption (the “Purchaser Parties Redemption Date”); provided that the Purchaser Parties shall continue to own all Tendered Units and be treated as a Limited Partner with respect to such Tendered Units for all purposes of the LPA, until such Tendered Units are paid for in full as provided herein;

(C) in the event that the General Partner elects (or is deemed to have elected) to acquire all of the Purchaser Parties’ Tendered Units in exchange for the REIT Shares Amount, on the Redemption Date the Purchaser Parties shall sell the Tendered Units to the General Partner and, in exchange therefor, the General Partner shall deliver newly-issued REIT Shares in book-entry form (or other evidence of issuance as may be reasonably requested by the Purchaser Parties) to the Purchaser Parties or to another recipient as directed by the Purchaser Parties no later than 12:00 p.m. Eastern time on the Redemption Date, which Exchange REIT Shares shall be duly authorized, validly issued, fully paid and non-assessable and free of any pledge, lien, encumbrance or restriction, other than the ownership limitations set forth in the General Partner’s Charter and, to the extent applicable, the Securities Act and relevant state securities or “blue sky” laws; provided, that the Purchaser Parties shall continue to own all Tendered Units and be treated as a Limited Partner with respect to such Tendered Units for all purposes of the LPA, until the Purchaser Parties (and/or such other recipient) becomes the record owner of all the Exchange REIT Shares.

(iii)            Notwithstanding the provisions of the first sentence of Section 11.3 of the LPA and subject to the Lock-Up Letter, consent of the General Partner shall not be required for any transfers pursuant to Section 11.3 as long as the requirements of Section 11.3.A(1) Section 11.3(2) and Section 11.6 of the LPA are satisfied.

(iv)            Notwithstanding the provisions of Section 11.4.A and 11.5 of the LPA, an applicable transferee of the Purchaser Parties shall be admitted to the Operating Partnership as a Substituted Limited Partner upon the transferee’s satisfaction of the requirements set forth in Sections 11.4.B of the LPA and such substitution shall not require the consent of the General Partner, provided that such substitution otherwise complies with the terms of the LPA, the Purchase Agreement and this Agreement. For the avoidance of doubt, such transferee shall be admitted as a Substituted Limited Partner, and not an Assignee, of the Operating Partnership.

Section 4.     Transfers. Stockholders shall provide the Operating Partnership with seven (7) days' prior written notice of any transfer, in whole or in part, of any Warrants, any Warrant Units and/or any shares of Common Stock issuable upon redemption of Warrant Units to be consummated prior to a Listing, and, as a condition to any such transfer prior to a Listing, the transferee shall execute a joinder to this Agreement in the form attached hereto as Exhibit B. In addition, each Stockholder executing a joinder to this Agreement hereby agrees to be bound by and subject to the Call Option set forth in the Warrants with respect to all Warrants, Warrant Units and shares of Common Stock issued upon redemption of Warrant Units.

Section 5.              Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not enter into any agreement granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities that conflict in a material respect with the rights granted to the Stockholders herein, without the prior written consent of Stockholders holding a majority of the Registrable Securities.

Section 6.              Miscellaneous.

(a)            Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given without the written consent of holders of a majority of the then outstanding Registerable Securities and the Company. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of holders of Registrable Securities whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other holders of Registrable Securities may be given by holders of a majority of the Registrable Securities being sold by such holders pursuant to such Registration Statement.

(b)            Notices. All notices required to be given hereunder shall be in writing and shall be deemed to be duly given if personally delivered, telecopied and confirmed, or mailed by certified mail, return receipt requested, or overnight delivery service with proof of receipt maintained, at the following address (or any other address that any such party may designate by written notice to the other parties):

If to the Company, to the address of its principal executive offices. If to any Stockholder, at such Stockholder's address as set forth on the records of the Company. Any such notice shall, if delivered personally, be deemed received upon delivery; shall, if delivered by telecopy, be deemed received on the first business day following confirmation; shall, if delivered by overnight delivery service, be deemed received the first business day after being sent; and shall, if delivered by mail, be deemed received upon the earlier of actual receipt thereof or five (5) business days after the date of deposit in the United States mail.

(c)            Successors and Assigns; Stockholder Status. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties, including subsequent holders of Registrable Securities acquired, directly or indirectly, from the Stockholders; provided, however, that Section 3 of this Agreement shall inure to be benefit of and be binding upon solely the Purchaser and its transferees of Warrant Units that are Affiliates (as defined in the LPA) of the Purchaser or the Guarantors. A Stockholder may assign this Agreement (in whole or in part) without the prior written consent of the Company, provided that (x) such assignment is in connection with a transfer permitted in accordance with the Lock-Up Letter and (y) any such successor or assign shall have executed and delivered to the Company an Addendum Agreement substantially in the form of Exhibit A hereto (which shall also be executed by the Company) promptly following the acquisition of such Registrable Securities, in which event such successor or assign shall be deemed a Stockholder for purposes of this Agreement. Except as provided in Section 2(k) with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, in or in respect of this Agreement or any provision herein contained.

(d)            Counterparts. This Agreement may be executed in two or more counterparts and delivered by facsimile, pdf or other electronic transmission with the same effect as if all signatory parties had signed and delivered the same original document, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(e)            Headings; Construction. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Unless the context requires otherwise: (i) pronouns in the masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa; (ii) the term "including" shall be construed to be expansive rather than limiting in nature and to mean "including, without limitation,"; (iii) references to sections and paragraphs refer to sections and paragraphs of this Agreement; and (iv) the words "this Agreement," "herein," "hereof," "hereby," "hereunder" and words of similar import refer to this Agreement as a whole, including Exhibit A hereto, and not to any particular subdivision unless expressly so limited.

(f)            Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

(g)            Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(h)            Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(i)            Entire Agreement. This Agreement and the Purchase Agreement are intended by the parties as a final expression of their agreement, and are intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein, with respect to the registration rights granted by the Company with respect to Registrable Securities. This Agreement, together with the Purchase Agreement, supersedes all prior agreements and understandings between the parties with respect to such subject matter.

(j)            Securities Held by the Company or its Subsidiaries. Whenever the consent or approval of holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or its subsidiaries shall not be counted in determining whether such consent or approval was given by the holders of such required percentage.

(k)            Specific Performance; Further Assurances. The parties hereto recognize and agree that money damages may be insufficient to compensate the holders of any Registrable Securities for breaches by the Company of the terms hereof and, consequently, that the equitable remedy of specific performance of the terms hereof will be available in the event of any such breach. The parties hereto agree that in the event the registrations and sales of Registrable Securities are effected pursuant to the laws of any jurisdiction outside of the United States, such parties shall use their respective reasonable best efforts to give effect as closely as possible to the rights and obligations set forth in this Agreement, taking into account customary practices of such foreign jurisdiction, including executing such documents and taking such further actions as may be reasonably necessary in order to carry out the foregoing.

(l)            Term. This Agreement shall terminate with respect to a Stockholder on the date on which such Stockholder ceases to hold Registrable Securities and, with respect to all Stockholders in the event that the Stockholders, in the aggregate, own less than two percent (2%) of the outstanding shares of Common Stock (for purposes of this calculation, Warrant Units shall be deemed to be Common Stock to the extent held by the Stockholders or any other Person (other than by the Company or any subsidiary thereof); provided, that, (i) a Stockholder's rights and obligations pursuant to Section 2(k), as well as the Company's obligations to pay expenses pursuant to Section 2(j), shall survive with respect to any registration statement in which any Registrable Securities of such Stockholders were included and, for the avoidance of doubt, any underwriter lock-up that a Stockholder has executed prior to a Stockholder's termination in accordance with this clause shall remain in effect in accordance with its terms and (ii) the provisions of Section 3(c) hereof shall survive for as long as the Purchaser and its transferees that are Affiliates of the Purchaser or the Guarantors hold any Warrant Units.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Investors' Rights Agreement to be duly executed as of the date first above written.

[Investors' Rights Agreement Signature Page]

EXHIBIT A

ADDENDUM AGREEMENT

This Addendum Agreement is made this     day of , 20     , by and between     (the "New Stockholder") and WATERMARK LODGING TRUST, INC. (the "Company"), pursuant to an Investor Rights Agreement dated as of July 24, 2020 (the "Agreement"), by and between the Company and the Purchaser. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

W I T N E S S E T H:

WHEREAS, the Company has agreed to provide certain registration and other rights with respect to the Registrable Securities as set forth in the Agreement;

WHEREAS, the New Stockholder has acquired Registrable Securities directly or indirectly from a Stockholder; and

WHEREAS, the Company and the Stockholders have required in the Agreement that all persons desiring registration and other rights must enter into an Addendum Agreement binding the New Stockholder to the Agreement to the same extent as if it were an original party thereto.

NOW, THEREFORE, in consideration of the mutual promises of the parties, the New Stockholder acknowledges that it has received and read the Agreement and that the New Stockholder shall be bound by, and shall have the benefit of, all of the terms and conditions set out in the Agreement to the same extent as if it were an original party to the Agreement and shall be deemed to be a Stockholder thereunder.

EXHIBIT B

JOINDER AGREEMENT

_____________ ___, 20___

Reference is hereby made to that certain Warrant Certificate, dated as of July 24, 2020 (the “Warrant Certificate”), of CWI 2 OP, LP, a Delaware limited partnership (the “Partnership”) issued pursuant to that certain Securities Purchase Agreement, dated as of July 21, 2020, by and among the Partnership, Watermark Lodging Trust, Inc., a Maryland corporation (“REIT”), ACP Watermark Investment LLC, a Delaware limited liability company (the “ACP”) and the other parties thereto. Reference is further made to that certain Investor Rights Agreement, dated as of July 24, 2020, by and among the Partnership, REIT and ACP (the “IRA”).

Pursuant to and in accordance with Section 11 of the Warrant Certificate, the undersigned, a transferee of the Warrants, Warrant Units and/or any shares of REIT Common Stock issuable upon redemption of the Warrant Units (as each term is defined in the Warrant Certificate), as applicable, hereby acknowledges and agrees that upon the execution of this Joinder Agreement, it shall become a party to the Warrant Certificate and shall be fully bound by, and subject to, all of the terms and conditions of the Warrant Certificate, including Section 3 of the Warrant Certificate, as though an original party thereto and shall be deemed to be a Holder (as defined in the Warrant Certificate) for all purposes under the Warrant Certificate.

Pursuant to and in accordance with Sections 4 and 6(c) of the IRA, the undersigned, a transferee of the Warrants, Warrant Units and/or any shares of Common Stock issuable upon redemption of Warrant Units (as each term is defined in the IRA), as applicable, hereby acknowledges and agrees that upon the execution of this Joinder Agreement, it shall become a party to the IRA and shall be fully bound by, and subject to, all of the terms and conditions of the IRA, as though an original party thereto and shall be deemed to be a Stockholder (as defined in the IRA) for all purposes under the IRA.

If an entity, the undersigned hereby represents and warrants that the execution and delivery of this Joinder Agreement and the performance of any obligations of the undersigned entity contemplated by the Warrant Certificate or the IRA has been duly and validly authorized and that this Joinder Agreement has been duly executed and delivered by such party.

NOTWITHSTANDING THE PLACE WHERE THIS JOINDER AGREEMENT MAY BE EXECUTED BY THE UNDERSIGNED, THE UNDERSIGNED EXPRESSLY AGREES THAT THIS JOINDER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES OF AMERICA AND THE STATE OF NEW YORK, BOTH SUBSTANTIVE AND REMEDIAL, WITHOUT REGARD TO NEW YORK CONFLICTS OF LAW PRINCIPLES. ANY JUDICIAL PROCEEDING BROUGHT UNDER THIS JOINDER AGREEMENT OR ANY DISPUTE ARISING OUT OF THIS JOINDER AGREEMENT OR ANY MATTER RELATED HERETO SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK, NEW YORK COUNTY, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK.

[Signature page follows]

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

SCHEDULE I