Exhibit 10.36

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT, dated as of April 18, 2011 (as amended, restated, supplemented or otherwise modified from time to time, this “ Agreement ”), between MHI Hospitality Corporation, a Maryland corporation (the “ Company ”), and each of the entities listed on Schedule 2.01 hereto (each a “ Purchaser ” and, collectively, the “ Purchasers ”).

RECITALS

A. The Company wishes to issue and sell to the Purchasers, and the Purchasers wish to purchase from the Company, the Securities (as defined below), on the terms and subject to the conditions of this Agreement.

B. The Company and the Purchasers now wish to enter into this Agreement to provide for the acquisition of the Securities, all as set forth herein.

AGREEMENT

In consideration of the premises and the mutual covenants and the agreements herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

Defined Terms

Section 1.01. Definitions . As used in this Agreement, the following terms have the meanings stated:

“ Affiliate ” of a Person means any other Person that directly or indirectly controls, is controlled by or is under common control with, the Person or any of its Subsidiaries.

“ Articles of Incorporation ” means the Articles of Amendment and Restatement of the Company, as amended and supplemented from time to time, including but not limited to, by the Articles Supplementary.

“ Articles Supplementary ” means that certain Articles Supplementary for Series A Cumulative Redeemable Preferred Stock of MHI Corporation substantially in the form attached hereto as Exhibit 1.01(a) .

“ Balance Sheet ” has the meaning stated in Section 5.08(a).

“ Closing ” has the meaning stated in Section 3.01.

“ Closing Date ” has the meaning stated in Section 3.01.

“ Commission ” has the meaning set forth in Section 5.16.

“ Common Stock ” means the common stock, par value $0.01 per share, of the Company.

“ Company ” has the meaning stated in the introductory paragraph of this Agreement and its successors.

“ Company Indemnified Persons ” has the meaning stated in Section 8.01(b).

“ Equity Security ” means common stock, preferred stock and any other capital stock, equity interest or other ownership interest or profit participation or similar right with respect to any entity, including, without limitation, any partnership or membership interest, any stock appreciation, phantom stock or similar right or plan, and any note or debt security having or containing equity or profit participation features, or any option, warrant or other security or right which is directly or indirectly convertible into or exercisable or exchangeable for any other equity securities.

“ Exchange ” means the Securities Exchange Act of 1934, as amended .

“ Filings ” has the meaning stated in Section 5.16.

“ GAAP ” has the meaning stated in Section 5.08(a).

“ Governmental Body ” means any agency, bureau, commission or court, department, official, political subdivision, tribunal or other instrumentality of any administrative, judicial, legislative, executive, regulatory, police or taxing authority of any government, whether supranational, national, federal, state, regional, provincial, local, domestic or foreign.

“ Indemnification Notice ” has the meaning stated in Section 8.02.

“ Indemnitee ” has the meaning stated in Section 8.02.

“ Indemnitor ” has the meaning stated in Section 8.02.

“ Lien ” means any encumbrance, mortgage, pledge, hypothecation, charge, assignment, lien, restriction or other security interest of any kind securing any obligation of any Person.

“ Loan Documents ” has the meaning set forth in the Note Agreement.

“ Losses ” has the meaning stated in Section 8.01(a).

“ Material Adverse Effect ” means a material adverse effect upon any of (a) the business, operations, properties, assets or condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole or (b) the ability of the Company to perform any of its obligations under this Agreement, any other Transaction Document or the Loan Documents.

“ Note Agreement ” means the Note Agreement, dated the date hereof, by and between the Company and each lender from time to time party thereto.

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“ Permitted Liens ” has the meaning stated in the Note Agreement.

“ Person ” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, other legal entities and governmental bodies.

“ Preferred Stock ” means the Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company.

“ Purchasers ” has the meaning stated in the introductory paragraph of this Agreement, and its successors and permitted assigns.

“ Purchaser Indemnified Person ” has the meaning stated in Section 8.01(a).

“ Registration Rights Agreement ” means that certain Registration Rights Agreement substantially in the form of Exhibit 1.01(c) .

“ Securities ” means 25,000 shares of Preferred Stock and the Warrant to purchase 1,900,000 shares of Common Stock to be issued to the Purchasers pursuant to this Agreement.

“ Securities Act ” means the Securities Act of 1933, as amended, and the related regulations and published interpretations.

“ Share Certificates ” means the stock certificates representing the shares of Preferred Stock to be purchased hereunder.

“ Solvent ” means, with respect to any Person, that as of the date of determination both (a)(i) the sum of such Person’s debt (including contingent liabilities) does not exceed all of its property, at a fair valuation, (ii) the present fair saleable value of the property of such Person is not less than the amount that will be required to pay the probable liabilities on such Person’s then existing debts as they become absolute and matured, (iii) such Person’s capital is not unreasonably small in relation to its business or any contemplated or undertaken transaction, and (iv) such Person does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due, and (b) such Person is “solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

“ Subsidiary ” of a Person means any Person of which Equity Securities or other ownership interests having ordinary voting power to elect a majority of the board of directors, the general partner, the manager or other persons performing similar functions are at the time directly or indirectly owned by the Person. Unless the context otherwise requires, references to one or more Subsidiaries are references to Subsidiaries of the Company.

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“ Termination Date ” has the meaning stated in Section 7.01(b).

“ Transactions ” means the transactions contemplated by, or described in, this Agreement and the other Transaction Documents, including, without limitation, the issuance, sale, transfer, assignment, conveyance and delivery of the Securities to the Purchasers.

“ Transaction Documents ” means this Agreement, the Articles of Incorporation, the Articles Supplementary, the Share Certificates, the Registration Rights Agreement and the Warrant.

“ Transfer ” means a direct or indirect offer, transfer, sale, assignment, pledge, hypothecation or other disposition of all or any interest.

“ Warrant ” means a warrant or warrants to purchase shares of Common Stock substantially in the form attached hereto as Exhibit 1.01(b) .

“ Warrant Shares ” means the number of shares of Common Stock issuable from time to time upon exercise of the Warrant.

ARTICLE II

Issuance and Sale of the Securities

Section 2.01. Issuance and Sale of the Securities . Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Company will issue, sell, transfer, assign, convey and deliver to the Purchasers, and each Purchaser will purchase, acquire and accept from the Company, such number of the Securities set forth opposite such Purchaser’s name on Schedule 2.01 hereto, for the consideration set forth in Section 2.02.

Section 2.02. The Consideration . Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, as payment in full for the Securities, each Purchaser will pay, or cause to be paid, to the Company an aggregate amount in cash equal to the purchase price set forth opposite such Purchaser’s name on Schedule 2.01 hereto, by wire transfer of immediately available funds to the Company’s account specified in Schedule 2.01 hereto.

ARTICLE III

The Closing; Transactions to be Effected at the Closing

Section 3.01. Time and Place of the Closing . The closing of the issuance, sale, transfer, assignment, conveyance and delivery of the Securities (the “ Closing ”) will take place at the offices of Richards Kibbe & Orbe, One World Financial Center, New York, New York 10281, at 10:00 a.m. (New York City time), on April 18, 2011, or at such other location or time as the parties may agree in writing, but in no event later than the Termination Date (the date of the Closing being hereinafter referred to as the “ Closing Date ”).

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ARTICLE IV

Conditions to the Closing

Section 4.01. Conditions Precedent to the Obligations of the Purchasers . The obligations of the Purchasers under this Agreement are expressly subject to the fulfillment of each of the following conditions, unless waived by the Purchasers in writing, at or before the Closing.

(a) Representations and Warranties . The representations and warranties of the Company set forth in this Agreement and in the other Transaction Documents shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

(b) Performance . The Company shall have performed and complied with all of its covenants and other obligations contained in this Agreement and in the other Transaction Documents and the Loan Documents, including but not limited to the deliverables set forth in Section 9 of the Note Agreement required to be performed or complied with by the Company at or before the Closing.

(c) Compliance Certificate . The Purchasers shall have received a certificate of the secretary or assistant secretary of the Company as to the fulfillment of the conditions set forth in Section 4.01(a) and Section 4.01(b).

(d) No Litigation . There shall not exist any action, suit, investigation, litigation or proceeding or other legal or regulatory developments, pending or threatened in any court or before any arbitrator or Governmental Body that, in the reasonable opinion of the Purchasers, singly or in the aggregate, materially impairs any of the transactions contemplated by the Transaction Documents, or that could have a Material Adverse Effect.

(e) Transaction Documents . The Purchasers shall have received the following documents, agreements and instruments, each dated as of the Closing Date, and each in form and substance reasonably satisfactory to the Purchasers:

(i) this Agreement and the other Transaction Documents, executed and delivered by a duly authorized officer of the Company; and

(ii) the Share Certificates, registered in the name of the Purchasers, duly executed and delivered by the Company.

(f) Secretary’s Certificate . The Purchasers shall have received a certificate of the secretary or assistant secretary of the Company with respect to (i) the articles of incorporation of the Company as amended or amended and restated to date, (ii) the by-laws of the Company as amended or amended and restated to date, (iii) the resolutions of the board of directors of the Company approving the Transaction Documents and the other documents to be delivered by the Company thereunder and the performance of the obligations of the Company thereunder and (iv) the names and true signatures of the officers of the Company authorized to sign the Transaction Documents to be delivered by the Company under this Agreement and the other Transaction Documents.

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(g) Good Standing Certificates . The Purchasers shall have received a certificate of the Secretary of State of the jurisdiction in which the Company is organized, dated as of a recent date, as to the good standing of the Company and as to the charter documents of the Company on file in the office of the Secretary of State.

(h) Opinion of Counsel . The Purchasers shall have received an opinion of Baker & McKenzie LLP, counsel for the Company, substantially in the form of Exhibit 4.01(h) , and as to other matters reasonably requested by the Purchasers.

(i) Expenses . The Company shall pay the Purchasers an amount equal to $250,000 to reimburse Purchasers for expenses incurred in connection with the Transactions.

(j) Material Adverse Effect . Since the date of the Balance Sheet, no event or circumstance shall have occurred, or be reasonably likely to occur, which has had, or could reasonably be expected to have, a Material Adverse Effect.

Section 4.02. Conditions Precedent to the Obligations of the Company . The obligations of the Company under this Agreement are expressly subject to the fulfillment of each of the following conditions, unless waived by the Company in writing, at or before the Closing.

(a) Representations and Warranties . The representations and warranties of each Purchaser set forth in this Agreement and in the other Transaction Documents shall be true on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

(b) Performance . The Purchasers shall have performed and complied with all of their covenants and other obligations set forth in this Agreement and in the other Transaction Documents and in the Loan Documents required to be performed or complied with by the Purchasers at or before the Closing.

(c) Purchaser Deliverables . The Purchasers shall have delivered:

(i) this Agreement, executed and delivered by a duly authorized officer of the Purchaser; and

(ii) the purchase price payable by the Purchasers by wire transfer of immediately available funds in accordance with the provisions of Section 2.02 hereof.

(d) No Litigation . There shall not exist any action, suit, investigation, litigation or proceeding or other legal or regulatory developments, pending or threatened in any court or before any arbitrator or Governmental Body that, in the reasonable opinion of the Company, materially impairs any of the transactions contemplated by the Transaction Documents, or that could have a Material Adverse Effect.

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ARTICLE V

Representations and Warranties of the Company

The Company hereby represents and warrants to the Purchasers as of the date hereof and as of the Closing Date as follows:

Section 5.01. Existence and Power . Each of the Company and its Subsidiaries (a) is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and (b) has all necessary power and authority required to execute and deliver this Agreement and the other Transaction Documents and to consummate the Transactions.

Section 5.02. Authorization; Binding Effect . The execution and delivery by the Company of this Agreement and the other Transaction Documents, the performance by the Company of its obligations under this Agreement and the other Transaction Documents and the consummation of the Transactions have been duly authorized by all necessary action on the part of the Company. This Agreement and the other Transaction Documents are the legal, valid and binding obligation of the Company enforceable against the Company in accordance with their terms, except that such enforcement (a) may be limited by bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and (b) is subject to the availability of equitable remedies, as determined in the discretion of the court before which such a proceeding may be brought.

Section 5.03. Contravention . Neither the execution, delivery and performance of this Agreement and the other Transaction Documents by the Company nor the consummation of the Transactions by the Company will (with or without notice or lapse of time or both) (a) violate or breach any provision of the Company’s organizational or governing documents, (b) violate or breach any statute, law, rule, regulation or order by which the Company or any of its assets or properties may be bound or affected or (c) breach or result in a default under, result in the acceleration of, or give rise to a right of termination, cancellation, modification or acceleration or require any notice under, any material contract or agreement to which the Company or by which the Company or any of its assets or properties may be bound or affected.

Section 5.04. Consents . All approvals, consents, authorizations or orders of, notices to or registrations or filings with, or any other action by, any Governmental Body or other person or entity have been obtained which are required in connection with (i) the due execution and delivery by the Company of this Agreement and the other Transaction Documents and the performance of the Company’s obligations hereunder and thereunder, (ii) the consummation of the Transactions by the Company and (iii) the exercise by the Purchasers of their rights and remedies under this Agreement and the other Transaction Documents.

Section 5.05. Laws and Taxes . The Company and its Subsidiaries are in material compliance with all laws, regulations, rulings, orders, injunctions, decrees, conditions or other requirements applicable to or imposed upon the Company and its Subsidiaries by any law or by any Governmental Body. The Company and its Subsidiaries have filed all required tax returns and reports that are now required to be filed by them in connection with any federal, state and local tax, duty or charge levied, assessed or imposed upon the Company, its Subsidiaries or their

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respective assets, including unemployment, social security, and real estate taxes. The Company and its Subsidiaries have paid all taxes which are now due and payable, or, with respect to those taxes which are being contested in good faith, the Company and its Subsidiaries have made an appropriate reserve on their respective financial statements for the same. No taxing authority has asserted or assessed any additional tax liabilities against the Company and its Subsidiaries which are outstanding on this date, and the Company and its Subsidiaries have filed for any extension of time for the payment of any tax or the filing of any tax return or report.

Section 5.06. The Securities .

(a) The shares of Preferred Stock purchased by the Purchasers hereunder will have the terms and provisions set forth in the Articles of Incorporation.

(b) Upon delivery to the Purchasers at the Closing of the Share Certificates and the Warrant with respect to the Securities for issuance, sale, transfer, assignment, conveyance and delivery to the Purchasers, and upon the Company’s receipt of the purchase price payable by the Purchasers in accordance with Article II, (i) the Purchasers will become the sole record, legal and beneficial owner of (A) such shares of Preferred Stock, (B) the Warrant and (C) upon exercise of the Warrant, the Warrant Shares and the Purchaser will have good and marketable title to such shares of Preferred Stock, the Warrant and the Warrant Shares and each shall pass to the Purchasers, free and clear of any Liens, options, charges and Transfer restrictions of any kind, except for those created by this Agreement and applicable securities laws, and (ii) such shares of Preferred Stock and upon the exercise of the Warrant, Common Stock will be duly authorized, validly issued, fully paid and nonassessable.

Section 5.07. Capitalization .

(a) Authorized, Issued and Outstanding Shares . As of the Closing Date, immediately following the issuance and sale of the Securities pursuant to this Agreement, the authorized Equity Securities of the Company consists of (i) 49,000,000 shares of Common Stock, of which 9,586,786 shares are issued and outstanding, and (ii) 1,000,000 shares of Preferred Stock, of which 25,000 shares are issued and outstanding. All of the issued and outstanding shares of Common Stock and Preferred Stock have been duly authorized, validly issued and are fully paid and nonassessable. As of the Closing Date, except as set forth above, the Company will not have any Equity Securities issued and outstanding. The Company has reserved a sufficient number of Warrant Shares to be issued upon the exercise of the Warrant in the event the Warrant is exercised in its entirety.

(b) Rights, Options, Warrants, Etc. (i) There are no statutory or contractual preemptive or similar rights on the part of any holder of any securities of the Company with respect to the issuance and sale of the Securities, and (ii) other than (a) 3,354,439 shares of common stock reserved for issuance, at the Company’s option, upon redemption of units in the Company’s operating partnership, (b) any option grants and restricted stock grants issued pursuant to the Company’s 2004 Long-Term Incentive Plan, (c) any securities issued in the form of compensation (i) to an employee pursuant to his or her employment agreement or (ii) to an officer, director or consultant of the Company as approved by its board of directors, and (d) the Securities, no securities, options, warrants, conversion or other rights or contracts of any kind are

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outstanding that obligate the Company or any Subsidiary, contingently or otherwise, to issue, sell, purchase or redeem any of their Equity Securities or any securities exercisable or exchangeable for or convertible into any such Equity Securities and no authorization therefor has been given.

(c) No Violation . The Company has not violated the Securities Act or any applicable federal, state or foreign securities or other laws in connection with the offer, sale or issuance of any of its Equity Securities, and none of the offer, sale or issuance of the Securities hereunder requires registration under the Securities Act or any applicable state securities laws. Other than the registration rights granted pursuant to the agreement of limited partnership of the Company’s operating partnership, the Company’s 2004 Long-Term Incentive Plan and any securities issued in the form of compensation (i) to an employee pursuant to his or her employment agreement or (ii) to an officer or director of the Company as approved by its board of directors, there are no contracts or agreements between the Company’s shareholders with respect to the voting or Transfer of any of the Company’s Equity Securities or with respect to any other aspect of the Company’s affairs.

Section 5.08. Financial Information .

(a) Balance Sheets . The audited balance sheet of the Company and its Subsidiaries dated as of December 31, 2010 (the “ Balance Sheet ”), copies of which were provided to the Purchasers, were prepared in accordance with generally accepted accounting principles (“ GAAP ”) applied on a consistent basis in accordance with the past practice of the Company and fairly present the financial position of the Company and its Subsidiaries as of their respective dates.

(b) Other Financial Statements . The audited statements of operations, statements of changes in shareholder’s equity and statements of cash flows of the Company and its Subsidiaries for the 12-month period ended on December 31, 2010, copies of which were provided to the Purchasers, were prepared in accordance with GAAP applied on a consistent basis in accordance with the past practice of the Company (except with respect to the unaudited statements, for the absence of footnotes and subject to normal recurring year end adjustments which will not be material in amount) and fairly present the results of operations, changes in shareholder’s equity and cash flows of the Company and its Subsidiaries for such periods.

Section 5.09. Undisclosed Liabilities . Neither the Company nor any of its Subsidiaries has any material obligation or liability, whether accrued, absolute, contingent or otherwise, except (a) to the extent fully and specifically reflected or reserved for on the Balance Sheet, or (b) obligations or liabilities incurred since the date of the Balance Sheet in the normal and ordinary course of business of the Company and its Subsidiaries, and not in violation of this Agreement, which obligations (in the case of clause (b)) are similar in nature and amount to the liabilities which arose during the comparable period of time in the immediately preceding fiscal period.

Section 5.10. Title . Each of the Company and its Subsidiaries has good and marketable title to their respective assets reflected on the most recent consolidated balance sheet submitted to the Purchasers, free and clear from all Liens, except for Permitted Liens.

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Section 5.11. Solvency . The Company and each Subsidiary is Solvent.

Section 5.12. Absence of Material Adverse Effect . There has been no act, condition or event which has had or is reasonably likely to have a Material Adverse Effect since March 31, 2011.

Section 5.13. Litigation . There are no legal or other proceedings or investigations pending or threatened against the Company or any of its Subsidiaries before any court, tribunal or regulatory authority which would, if adversely determined, alone or together, have a Material Adverse Effect.

Section 5.14. [Reserved] .

Section 5.15. Absence of Defaults . The Company and its Subsidiaries are not in default under (a) its articles of incorporation or by-laws or (b) any agreement, ordinance, resolution, decree, bond, note, indenture, order or judgment to which it is a party (by successor in interest or otherwise) or by which it is bound, or any other agreement or other instrument by which any of their properties or assets owned by them or used in the conduct of their business is affected, which individually or in the aggregate would have a Material Adverse Effect.

Section 5.16. Exchange Act Filings . The Company has filed or furnished in a timely manner all reports and other information required to be filed (“ Filings ”) with the Securities and Exchange Commission (the “ Commission ”) pursuant to the Exchange Act. On their respective dates of filing or furnishing, the Filings complied in all material respects with the requirements of the Exchange Act, and the published rules and regulations of the Commission promulgated thereunder. On their respective dates of filing or furnishing, the Filings did not include any untrue statement of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and all financial statements contained in the Filings fairly present the financial position of the Company and its subsidiaries on and as of the dates referenced in such statements and the results of operations for the periods covered thereby in accordance with GAAP consistently applied throughout the periods involved and prior periods, except as otherwise indicated in the notes to such financial statements. None of the representations or warranties of the Company contained in the Transaction Documents are untrue or incorrect when made and on the Closing Date.

Section 5.17. Securities Laws . The Company has not offered to sell any portion of the Securities or any interest therein in a manner which violates any applicable securities law or would require the issuance and sale hereunder to be registered under the Securities Act.

Section 5.18. Listing . The Company has made an application and has received all approvals necessary from the NASDAQ Stock Market, LLC for listing the shares of Common Stock to be issued upon exercise of the Warrants on such exchange.

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ARTICLE VI

Representations and Warranties of the Purchasers

Each Purchaser hereby represents and warrants to the Company as of the date of this Agreement and as of the Closing Date as follows:

Section 6.01. Existence and Power . Such Purchaser (a) is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and (b) has all necessary power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to consummate the Transactions.

Section 6.02. Authorization; Binding Effect . The execution and delivery by such Purchaser of this Agreement and the other Transaction Documents to which it is a party, the performance by such Purchaser of its obligations under this Agreement and the other Transaction Documents to which it is a party and the consummation of the Transactions by such Purchaser have been duly authorized by all necessary action on the part of such Purchaser. This Agreement and each of the other Transaction Documents to which it is a party are the legal, valid and binding obligations of such Purchaser enforceable against such Purchaser in accordance with its terms, except that such enforcement (a) may be limited by bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and (b) is subject to the availability of equitable remedies, as determined in the discretion of the court before which such a proceeding may be brought.

Section 6.03. Contravention . Neither the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party by such Purchaser nor the consummation of the Transactions by such Purchaser will (with or without notice or lapse of time or both) (a) violate or breach any provision of such Purchaser’s organizational or governing documents, (b) violate or breach any statute, law, rule, regulation or order by which such Purchaser or any of its assets or properties may be bound or affected or (c) breach or result in a default under, result in the acceleration of, or give rise to a right of termination, cancellation, modification or acceleration or require any notice under, any material contract or agreement to which such Purchaser is a party or by which such Purchaser or any of its assets or properties may be bound or affected.

Section 6.04. Consents . All approvals, consents, authorizations or orders of, notices to or registrations or filings with, or any other action by, any Governmental Body or other person or entity have been obtained which are required in connection with (i) the due execution and delivery by such Purchaser of this Agreement and the other Transaction Documents to which it is a party and the performance of such Purchaser’s obligations hereunder and thereunder, (ii) the consummation of the Transactions by such Purchaser and (iii) the exercise by the Company of its rights and remedies under this Agreement and the other Transaction Documents to which it is a party.

Section 6.05. Litigation . There are no legal or other proceedings or investigations pending or threatened against such Purchaser before any court, tribunal or regulatory authority which would, if adversely determined, alone or together, have a Material Adverse Effect.

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Section 6.06. Financial Capacity . Such Purchaser has, or will have on the Closing Date, immediately available cash in an amount sufficient to pay the purchase price payable by the Purchaser.

Section 6.07. Investment Representations .

(a) Purchase for Own Account . The portion of the Securities to be acquired by such Purchaser hereunder will be acquired for such Purchaser’s own account, not as a nominee or agent, and not with a view to the distribution of any part thereof in violation of applicable securities laws.

(b) No Registration . Such Purchaser understands and acknowledges that the Securities are not being registered under the Securities Act, or any state securities laws. Such Purchaser understands that the Securities cannot be sold unless they are subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available.

(c) Accredited Investor; Sophisticated Purchaser . Such Purchaser is an “accredited investor” as defined in Rule 501(a) of the Securities Act. Such Purchaser, alone or in connection with its financial, legal and other advisers, is sufficiently experienced in financial and business matters to be capable of analyzing and evaluating the merits and risks of an investment in the Securities, and to make an informed decision relating thereto, and otherwise to protect its own interests with respect to the investment in the Securities.

(d) Pre-existing Relationship . Such Purchaser acknowledges that its relationship with the Company leading to the consummation of the Transactions contemplated by this Agreement and the other Transaction Documents was based on a pre-existing relationship commencing in February 2010 and was not a result of any general solicitation by the Company, including, but not limited to, the filing of the Company’s Registration Statement on Form S-11 with the Commission on June 15, 2010.

ARTICLE VII

Termination

Section 7.01. Termination . This Agreement and the obligations of the parties under this Agreement may be terminated at any time prior to the Closing by:

(a) the mutual consent of the Company and the Purchaser;

(b) the Purchasers, if the conditions set forth in Section 4.01 shall not have been satisfied by April 30, 2011 (the “ Termination Date ”), unless the failure of such condition is the result of a material breach of this Agreement or any other Transaction Document by the Purchasers; or

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(c) the Company, if the conditions set forth in Section 4.02 shall not have been satisfied by the Termination Date, unless the failure of such condition is the result of a material breach of this Agreement or any other Transaction Document by the Company.

Any such termination shall be in writing delivered to the other parties hereto in accordance with the provisions of Section 9.01.

Section 7.02. Expenses . Except as set forth in Section 4.01(i), each of the parties hereto shall be responsible for, and shall pay, its own legal, accounting and other fees and expenses arising from the due diligence review, and the negotiation, preparation and execution of this Agreement and the other Transaction Documents.

Section 7.03. Effect of Termination . In the event of a termination of this Agreement under Section 7.01, this Agreement will become void and of no further force or effect, except for the provisions of (a) Section 7.02 relating to the payment of expenses and (b) this Section 7.03. Nothing in Section 7.01 or this Section 7.03 will be deemed to release any party from any liability for breach by any such party of the terms and provisions of this Agreement and the other Transaction Documents or to impair the right of any party to compel specific performance by the other parties of their obligations under this Agreement or the other Transaction Documents.

ARTICLE VIII

Indemnification

Section 8.01. Indemnification .

(a) Indemnification by the Company . The Company will indemnify and defend the Purchasers and their Affiliates and each of their respective shareholders, partners, members, managers, directors, officers, employees, agents and Affiliates (collectively, the “ Purchaser Indemnified Persons ”) against, and hold each Purchaser Indemnified Person harmless from, any and all liabilities, obligations, losses, damages, costs, expenses, claims, penalties, actions, judgments, diminution in value, disbursements of any kind or nature whatsoever, interest, fines, settlements, costs of preparation and investigation, costs incurred in enforcing this indemnity and reasonable attorneys’ fees and expenses (collectively, “ Losses ”), that the Purchaser Indemnified Persons may incur, suffer, sustain or become subject to, arising out of, relating to or due to:

(i) any inaccuracy or breach of any of the representations and warranties of the Company contained in this Agreement, any other Transaction Document or in any certificate delivered thereunder; or

(ii) the nonfulfillment or breach of any covenant, undertaking, agreement or other obligation of the Company contained in this Agreement, any other Transaction Document or in any certificate delivered thereunder.

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(b) Indemnification by the Purchasers . The Purchasers will indemnify and defend the Company and its Affiliates and each of their respective shareholders, partners, members, managers, directors, officers, employees, agents and Affiliates (collectively, the “ Company Indemnified Persons ”) against and hold each Company Indemnified Person harmless from any and all Losses that the Company Indemnified Persons may incur, suffer, sustain or become subject to, arising out of, relating to or due to:

(i) any inaccuracy or breach of any of the representations and warranties of the Purchasers contained in this Agreement, any other Transaction Document or in any certificate delivered thereunder; or

(ii) the nonfulfillment or breach of any covenant, undertaking, agreement or other obligation of the Purchasers contained in this Agreement, any other Transaction Document or in any certificate delivered thereunder.

Section 8.02. Indemnification Notice . If there occurs an event which a party hereto asserts is an indemnifiable event pursuant to Section 8.01 hereof, the party seeking indemnification (the “ Indemnitee ”) will promptly notify the party obligated to provide indemnification hereunder (the “ Indemnitor ”) in writing (such written notice being an “ Indemnification Notice ”). Such Indemnification Notice shall specify (a) the nature of the claim or Loss, (b) the facts, circumstances, issues and events with respect to such claim or Loss in reasonable detail and (c) the amount of such claim or Loss, if determined. Delay or failure to deliver an Indemnification Notice to the Indemnitor will only relieve the Indemnitor of its indemnification obligations hereunder to the extent, if at all, that the Indemnitor is actually prejudiced by reason of such delay or failure.

Section 8.03. Contribution . If the indemnification provided for in this Article VIII is prohibited under applicable law to an Indemnitee (other than by reason of the exceptions, limitations and conditions set forth in this Article), then the Indemnitor, in lieu of indemnifying the Indemnitee, will contribute to the amount paid or payable by the Indemnitee as a result of the Losses in such proportion as is appropriate to reflect the relative fault of the Indemnitor, on the one hand, and of the Indemnitee, on the other, in connection with the events or circumstances which resulted in the Losses as well as any other relevant equitable considerations. The relative fault of the Indemnitor, on the one hand, and of the Indemnitee, on the other, will be determined by reference to, among other things, such Persons’ relative intent, knowledge, access to information and opportunity to correct or prevent the events or circumstances resulting in the Losses.

ARTICLE IX

Miscellaneous

Section 9.01. Notices . All notices, requests, demands and other communications to any party or given under this Agreement or any other Transaction Document will be in writing and delivered personally, by overnight delivery or courier, by registered mail or by telecopier (with confirmation received) to the parties at the address or telecopy number specified for such parties on the signature pages hereto (or at such other address or telecopy number as may be specified by a party in writing given at least five business days prior thereto). All notices, requests, demands and other communications will be deemed delivered when actually received.

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Section 9.02. Counterparts . This Agreement may be executed simultaneously in one or more counterparts, and by different parties hereto in separate counterparts, each of which when executed will be deemed an original, but all of which taken together will constitute one and the same instrument.

Section 9.03. Amendment of Agreement . This Agreement may not be amended, modified or waived except by an instrument in writing signed on behalf of each of the parties hereto.

Section 9.04. Successors and Assigns; Assignability . This Agreement will be binding upon and inures to the benefit of and is enforceable by the respective successors and permitted assigns of the parties hereto. This Agreement may not be assigned by any party hereto without the prior written consent of all other parties hereto. Any assignment or attempted assignment in contravention of this Section will be void ab initio and will not relieve the assigning party of any obligation under this Agreement.

Section 9.05. Governing Law . This Agreement will be governed by, and construed in accordance with, the laws of the state of New York applicable to contracts executed in and to be performed entirely within that state, without reference to conflicts of laws provisions.

Section 9.06. Integration . This Agreement and the other Transaction Documents contain and constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements and understandings, whether written or oral, of the parties hereto.

Section 9.07. Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

Section 9.08. No Third-Party Rights . This Agreement is not intended, and will not be construed, to create any rights in any parties other than the Company and the Purchasers, and no Person may assert any rights as third-party beneficiary hereunder, except as provided in Article VIII.

Section 9.09. Enforcement . The Company hereby acknowledges and agrees that the provisions of this Agreement are of a special and unique nature, the loss of which cannot be accurately compensated for in damages by an action at law, and that the breach or threatened breach of the provisions of this Agreement by the Company would cause the Purchasers irreparable harm and that money damages would not be an adequate remedy for any breach or threatened breach of the provisions of this Agreement by the Company. Therefore, the Company hereby agrees that the Purchasers shall be entitled to equitable relief, including, without

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limitation, an injunction or injunctions (without the requirement of posting a bond, other security or any similar requirement or proving any actual damages), to prevent breaches or threatened breaches of this Agreement by the Company and to specifically enforce the terms and provisions of this Agreement, this being in addition to any other remedy to which the Purchasers have or may be entitled to have at law or in equity.

Section 9.10. Submission to Jurisdiction . Each of the Company and the Purchasers hereby (a) agrees that any action, suit or proceeding with respect to this Agreement and any other Transaction Document may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, (b) accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of such courts, (c) irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens , which it may now or hereafter have to the bringing of any action, suit or proceeding in those jurisdictions, and (d) irrevocably consents to the service of process of any of the courts referred to above in any action, suit or proceeding by the mailing of copies of the process to the parties hereto as provided in Section 9.01.

Section 9.11. Waiver of Jury Trial . EACH OF THE COMPANY AND THE PURCHASERS HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR TO BE DELIVERED IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, AND AGREES THAT ANY ACTION, SUIT OR PROCEEDING WILL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

Section 9.12. No Waiver; Remedies . No failure or delay by any party in exercising any right, power or privilege under this Agreement will operate as a waiver of the right, power or privilege. A single or partial exercise of any right, power or privilege will not preclude any other or further exercise of the right, power or privilege or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement and the other Transaction Documents will be cumulative and not exclusive of any rights or remedies provided by law.

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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above.

Exhibit 10.37

Execution Version

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT, dated as of April 18, 2011 (as amended, supplemented or restated from time to time, this “ Agreement ”), is entered into by and between MHI Hospitality Corporation, a Maryland corporation (the “ Company ”), and Richmond Hill Capital Partners, LP, a Delaware limited partnership (“ RHCP ”), and Essex Illiquid, LLC, a Delaware limited liability company (together with RHCP, the “ Investors ”).

RECITALS

WHEREAS, pursuant to that certain Securities Purchase Agreement, dated as of the date hereof, between the Company and the Investors (the “ Securities Purchase Agreement ”), the Investors have agreed to purchase from the Company, and the Company has agreed to sell and issue to the Investors, a total of 25,000 shares of the Company’s Series A Cumulative Redeemable Preferred Stock;

WHEREAS, as contemplated by the terms of, and as an inducement and condition precedent to the Investors entering into the Securities Purchase Agreement, the Company has agreed to issue to the Investors one or more warrants (the “ Warrant ”), to purchase, upon the terms set forth therein, a total of 1,900,000 shares of the Company’s common stock, par value $0.01 per share (as further defined below, “ Common Stock ”); and

WHEREAS, in connection with and as contemplated by the terms of the Warrant, the Company desires to grant to the Investors certain registration rights with respect to the Common Stock issuable upon the exercise of the Warrant.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Definitions . As used in this Agreement, the following terms have the following meanings:

“ Affiliate ” of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. For the purposes of this definition, the term “control” (including the terms “controlling” and “controlled”) when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“ Automatic Shelf Registration Statement ” has the meaning set forth in Section 3(a) .

“ Board ” means the board of directors of the Company.

“ Commission ” means the U.S. Securities and Exchange Commission.

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“ Common Stock ” means the common stock, par value $0.01 per share, of the Company and any other common equity securities issued by the Company, and any other shares of stock issued or issuable with respect thereto (whether by way of a stock dividend or stock split, or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, reclassification, recapitalization, merger, consolidation or other corporate reorganization).

“ Demand Notice ” has the meaning set forth in Section 2(a) .

“ Demand Registration ” has the meaning set forth in Section 2(a) .

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Holders ” means the Investor Holders and their Permitted Third-Party Transferees.

“ Holding Period ” means the period ending on the 180 ^th day following the date of this Agreement.

“ Investor Holders ” means the Investors and their Permitted Affiliate Transferees.

“ Permitted Affiliate Transferee ” means any transferee of all or any portion of the Registrable Securities held by an Investor that is an Affiliate of such Investor and has agreed in writing for the benefit of the Company to be bound by the provisions of this Agreement.

“ Permitted Third-Party Transferee ” means (i) any transferee (other than an Investor Holder or a Permitted Affiliate Transferee) of all or any portion of the Registrable Securities held by an Investor Holder or (ii) the subsequent transferee of all or any portion of the Registrable Securities held by any Permitted Third-Party Transferee, in each case, that has agreed in writing for the benefit of the Company to be bound by the provisions of this Agreement.

“ Person ” means an individual or a corporation, partnership, joint venture, limited liability company, association, trust, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“ Piggyback Registration ” has the meaning set forth in Section 4(a) .

“ Prospectus ” means the prospectus or prospectuses (whether preliminary or final) included in any Registration Statement and relating to Registrable Securities, as amended or supplemented and including all material incorporated by reference in such prospectus or prospectuses.

“ Registrable Securities ” means, with respect to any Holder: (a) any shares of Common Stock held by such Holder at any time or issuable upon conversion, exercise or exchange of any securities (including, without limitation, the Warrant) held by such Holder at any time; and (b) any other securities issued or issuable with respect to any shares described in

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clause (a) above by way of a stock dividend or stock split or in connection with a combination of shares, distribution, reclassification, recapitalization, merger, consolidation or other corporate reorganization (it being understood that for purposes of this Agreement, a Person shall be deemed to be a Holder of Registrable Securities whenever such Person has the right to then acquire or obtain from the Company any Registrable Securities, whether or not such acquisition has actually been effected).

As to any particular securities constituting Registrable Securities, such securities shall cease to be Registrable Securities when: (i) a Registration Statement with respect to the sale of such securities has become effective under the Securities Act and such securities have been disposed of pursuant to such Registration Statement; (ii) such securities have been sold to the public pursuant to and in compliance with all applicable conditions of Rule 144; (iii) such securities may be sold to the public in a single transaction pursuant to and in compliance with all applicable conditions of Rule 144; (iv) such securities otherwise have been transferred, the Company has delivered to the transferee a new certificate or other evidence of ownership for such securities not bearing a Securities Act restricted security legend and such securities may be resold or otherwise transferred by such transferee without subsequent registration under the Securities Act; or (v) such securities have ceased to be outstanding.

“ Registration Statement ” means any registration statement of the Company filed or to be filed with the Commission pursuant to the Securities Act which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including any Prospectus or free writing Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all documents or materials incorporated by reference in such registration statement.

“ Rule 144 ” means Rule 144 promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto that may be promulgated by the Commission.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Selling Expenses ” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder of Registrable Securities, except for the reasonable fees and disbursements of counsel for the Holders of Registrable Securities required to be paid by the Company pursuant to Section 7 .

“ Shelf Registration Statement ” means a Registration Statement filed with the Commission on Form S-3 (or any successor form or other appropriate form under the Securities Act) providing for the registration, and the sale on a continuous or delayed basis, of the Registrable Securities pursuant to Rule 415 under the Securities Act.

“ Shelf Underwritten Offering ” has the meaning set forth in Section 3(b) .

“ Short-Form Registration ” has the meaning set forth in Section 3(a) .

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“ WKSI ” has the meaning set forth in Section 3(a) .

Section 2. Demand Registration .

(a) At any time and from time to time following the last day of the Holding Period, the Investor Holders may request in writing that the Company effect the registration under the Securities Act of all or any portion of the Registrable Securities held by the Investor Holders (each, a “ Demand Notice ”). Promptly after its receipt of any Demand Notice (but in no event later than 10 business days following receipt thereof), the Company shall deliver written notice thereof to all other Holders and shall use commercially reasonable efforts to file, as promptly as practicable but in no event later than 45 days after its receipt of such Demand Notice, a Registration Statement covering all Registrable Securities that have been requested to be registered (i) in the Demand Notice and (ii) by any other Holders by written notice to the Company delivered within 10 days after the date on which the Company has given such Holders notice of the Demand Notice, in accordance with the methods(s) of distribution specified by the Investor Holders in the Demand Notice. Any registration requested pursuant to this Section 2(a) or pursuant to Section 3(a) is referred to herein as a “ Demand Registration .”

(b) Subject to Section 3(a) , the Company shall not be required to effect more than two Demand Registrations (other than non-underwritten Short-Form Registrations pursuant to Section 3 ) and Shelf Underwritten Offerings in the aggregate; provided , that a Registration Statement shall not count as a Demand Registration requested under Section 2(a) unless and until it has become effective and the Holders requesting such registration are able to register and sell at least 50% of the Registrable Securities requested to be included in such registration. The Company shall not be obligated to effect any Demand Registration if the Registrable Securities to be included in such Registration Statement do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions), determined by the Company in good faith, of at least $1,000,000. The Company shall not be obligated to effect any Demand Registration during the period starting with the date 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on the 180 ^th day immediately following the effective date of, any registration statement pertaining to securities of the Company (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 under the Securities Act is applicable or (ii) a Registration Statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Registrable Securities for sale to the public). The Company may postpone for up to 180 days the filing or effectiveness of a Registration Statement for a Demand Registration if the Board determines in its reasonable good faith judgment that such Demand Registration would (i) materially interfere with a significant acquisition, corporate reorganization, capital transaction or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided , that in such event the Investor Holders shall be entitled to withdraw the Demand Notice relating to such Demand Registration and, if such Demand Notice is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any period of 12 consecutive months.

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(c) If the Investor Holders make a Demand Notice and elect to distribute the Registrable Securities covered thereby in an underwritten offering, they shall so advise the Company as a part of the Demand Notice and the Company shall include such information in its notice to the other Holders. The Investor Holders shall select the managing underwriter(s) in connection with such offering, subject to the prior written approval (not to be unreasonably withheld) by the Company of such managing underwriter(s).

(d) If a Demand Registration involves an underwritten offering and the managing underwriter advises the Company and the Investor Holders in writing that in its opinion the number of shares of Common Stock proposed to be included in the Demand Registration exceeds the number of shares of Common Stock which can be sold in such underwritten offering and/or the number of shares of Common Stock proposed to be included in such registration would adversely affect the price per share of the Registrable Securities proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration: (i)  first , the number of shares of Common Stock that the Holders propose to sell, allocated pro rata among the respective Holders thereof on the basis of the number of Registrable Securities owned by each such Holder; and (ii)  second , the number of shares of Common Stock proposed to be included therein by any other Persons (including shares of Common Stock to be sold for the account of the Company and/or other holders of Common Stock), allocated among such Persons in such manner as they may agree.

(e) The Company shall not include in any Demand Registration that does not involve an underwritten offering any securities which are not Registrable Securities without the prior written consent (not to be unreasonably withheld) of the Investor Holders.

Section 3. Short-Form Registration .

(a) (i) At all times following the last day of the Holding Period, the Company shall use commercially reasonable efforts to qualify for registration on Form S-3 or any comparable or successor form (a “ Short-Form Registration ”) and, if available to the Company, such Short-Form Registration shall be a Shelf Registration Statement that shall provide for the offer and sale of Registrable Securities by the Holders from time to time. At any time and from time to time following the last day of the Holding Period, the Investor Holders shall be entitled to up to two non-underwritten Short-Form Registrations per calendar year, if available to the Company, with respect to the Registrable Securities held by the Investor Holders in addition to the registration rights provided in Section 2 . The Company shall pay all expenses (subject to and in accordance with Section 7 ) in connection with any Short-Form Registration. If any Demand Registration is proposed to be a Short-Form Registration and an underwritten offering, if the managing underwriter(s) shall advise the Company and the Investor Holders that, in its good faith opinion, it is of material importance to the success of such proposed offering to file a registration statement on Form S-11 (or any successor or similar registration statement) or to include in such registration statement information not required to be included in a Short-Form Registration, then the Company shall file a registration statement on Form S-11 or supplement the Short-Form Registration as reasonably requested by such managing underwriter(s). A Short Form Registration that is an underwritten offering shall count as a “Demand Registration” pursuant to Section 2 for purposes of calculating how many “Demand Registrations” the Investor Holders have requested.

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(ii) Upon the filing of any Short-Form Registration, the Company shall use commercially reasonable efforts to keep such Short-Form Registration effective with the Commission continuously at all times and to re-file such Short-Form Registration upon its expiration, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Short-Form Registration as may be reasonably requested by the Investor Holders, or as otherwise required by applicable law or regulation, until such time as all Registrable Securities that could be sold in such Short-Form Registration are no longer Registrable Securities.

(iii) To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “ WKSI ”) at the time any Demand Notice for a Short-Form Registration is submitted to the Company and such Demand Notice requests that the Company file a Shelf Registration Statement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) on Form S-3 (an “ Automatic Shelf Registration Statement ”) in accordance with the requirements of the Securities Act and the rules and regulations of the Commission thereunder, which covers those Registrable Securities which are requested to be registered. If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use commercially reasonable efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a new Shelf Registration Statement on Form S-3 or, if such form is not available, Form S-11, have such Shelf Registration Statement declared effective by the Commission and keep such Registration Statement effective during the period during which such Short-Form Registration is required to be kept effective in accordance with Section 3(a)(ii) .

(b) Any offering under a Shelf Registration Statement shall be underwritten (a “ Shelf Underwritten Offering ”) at the written request of Holders of Registrable Securities under such Shelf Registration Statement that hold in the aggregate at least 50% of such Registrable Securities. The Holders of a majority of the Registrable Securities proposed to be included in such underwritten offering shall select the managing underwriter(s) in connection with such offering, subject to the prior written approval (not to be unreasonably withheld) by the Company of such managing underwriter(s).

(c) If a Shelf Registration is a Shelf Underwritten Offering and the managing underwriter advises the Company and the Holders of Registrable Securities in writing that in its opinion the number of Registrable Securities proposed to be included in such offering exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such Shelf Registration the number of shares of Common Stock requested to be included therein by Holders of Registrable Securities, allocated pro rata among all such Holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree.

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Section 4. Piggyback Registration .

(a) Whenever the Company proposes to register any shares of its Common Stock under the Securities Act (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable or (ii) a Registration Statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Registrable Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Registrable Securities (a “ Piggyback Registration ”), the Company shall give prompt written notice (in any event no later than 20 days prior to the filing of such Registration Statement) to the Holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 4(b) and 4(c) , shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the Holders of Registrable Securities within 10 days after the Company’s notice has been given to each such Holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of this Agreement.

(b) If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the Holders of Registrable Securities (if any Holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration) in writing that in its opinion the number of shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i)  first , the number of shares of Common Stock that the Company proposes to sell; (ii)  second , the number of shares of Common Stock requested to be included therein by Holders of Registrable Securities, allocated pro rata among all such Holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as they may otherwise agree; and (iii)  third , the number of shares of Common Stock requested to be included therein by holders of Common Stock (other than holders of Registrable Securities), allocated among such holders in such manner as they may agree.

(c) If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable Securities, and the managing underwriter advises the Company in writing that in its opinion the number of shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i)  first , the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration and by the Holders of Registrable Securities, allocated pro rata among such holders on the basis of the number of shares of Common Stock (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and (ii)  second , the number of shares of Common Stock requested to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.

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(d) If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the managing underwriter(s) in connection with such offering.

Section 5. Lock-up Agreement . Each Holder of Registrable Securities agrees that in connection with any public offering of the Company’s Common Stock or other equity securities, and upon the request of the managing underwriter in such offering, such Holder shall not, without the prior written consent of such managing underwriter, during the period commencing on the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed 90 days), (a) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the registration statement for such offering, or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 5 shall not apply to sales of Registrable Securities to be included in such offering pursuant to Section 2(a) , 3(a) or 4(a) , and shall be applicable to the Holders of Registrable Securities only if all officers and directors of the Company and all stockholders owning more than 10% of the Company’s outstanding Common Stock are subject to the same restrictions. Each Holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 5 , each Holder of Registrable Securities shall be released, pro rata , from any lock-up agreement entered into pursuant to this Section 5 in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any officer, director or holder of greater than 10% of the outstanding Common Stock.

Section 6. Registration Procedures . If and whenever the Holders of Registrable Securities request that any Registrable Securities be registered pursuant to the provisions of this Agreement, the Company shall use commercially reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon as reasonably practicable:

(a) subject to Sections 2(a) and 3(a) , prepare and file with the Commission a Registration Statement with respect to such Registrable Securities and, if such Registration Statement is not automatically effective upon filing, use commercially reasonable efforts to cause such Registration Statement to be declared effective as promptly as practicable after the filing thereof;

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(b) prepare and file with the Commission such amendments, post-effective amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective until all of such Registrable Securities have been disposed of and to comply with the provisions of the Securities Act with respect to the disposition of such Registrable Securities in accordance with the intended methods of disposition set forth in such Registration Statement;

(c) at least 10 business days before filing such Registration Statement, Prospectus or amendments or supplements thereto, furnish to one counsel selected by Holders of a majority of such Registrable Securities copies of such documents proposed to be filed, which documents shall be subject to the review, comment and approval of such counsel;

(d) notify each selling Holder of Registrable Securities, promptly after the Company receives notice thereof, of the time when such Registration Statement has been declared effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed;

(e) furnish to each selling Holder of Registrable Securities such number of copies of the Prospectus included in such Registration Statement (including each preliminary Prospectus) and any supplement thereto (in each case including all exhibits and documents incorporated by reference therein) and such other documents as such seller may request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(f) use commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any selling Holder requests and do any and all other acts and things which may be necessary or advisable to enable such Holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Holders; provided , that the Company shall not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this Section 6(f) ;

(g) promptly notify each selling Holder of such Registrable Securities, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such Holder, the Company shall prepare a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

(h) make available for inspection by any selling Holder of Registrable Securities, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such Holder or underwriter all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any of the foregoing in connection with such Registration Statement;

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(i) provide a transfer agent and registrar (which may be the same entity) for all such Registrable Securities not later than the effective date of such registration;

(j) use commercially reasonable efforts to cause such Registrable Securities to be listed on each securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed, on a national securities exchange selected by the Holders of a majority of such Registrable Securities;

(k) in connection with an underwritten offering, enter into such customary agreements (including underwriting and lock-up agreements in customary form) and take all such other customary actions as the Holders of such Registrable Securities or the managing underwriter of such offering reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making appropriate officers of the Company available to participate in “road show” and other customary marketing activities (including one-on-one meetings with prospective purchasers of the Registrable Securities);

(l) otherwise comply with all applicable rules and regulations of the Commission and use commercially reasonable efforts to make available to its stockholders an earnings statement (in a form that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder) no later than 30 days after the end of the 12-month period beginning with the first day of the Company’s first full fiscal quarter after the effective date of such Registration Statement, which earnings statement shall cover said 12-month period, and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act;

(m) furnish to each selling Holder of Registrable Securities and each underwriter, if any, with (i) a legal opinion of the Company’s outside counsel, dated the effective date of such Registration Statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), in form and substance as is customarily given in opinions of the Company’s counsel to underwriters in underwritten public offerings; and (ii) a “comfort” letter signed by the Company’s independent certified public accountants in form and substance as is customarily given in accountants’ letters to underwriters in underwritten public offerings;

(n) without limiting Section 6(f) above, use commercially reasonable efforts to cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the Holders of such Registrable Securities to consummate the disposition of such Registrable Securities in accordance with their intended method of distribution thereof;

(o) notify the Holders of Registrable Securities promptly of any request by the Commission for the amending or supplementing of such Registration Statement or Prospectus or for additional information;

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(p) advise the Holders of Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued;

(q) if any Registration Statement refers to any Holder by name or otherwise as the holder of any securities of the Company and if in its sole and exclusive judgment such Holder is or might be deemed to be an underwriter or a controlling person of the Company, such Holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such Holder and presented to the Company in writing, which in the reasonable judgment of such Holder and its counsel should be included (including, without limitation, language to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the Company’s securities covered thereby and that such holding does not imply that such Holder shall assist in meeting any future financial requirements of the Company), or (ii) in the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such Holder;

(r) otherwise use commercially reasonable efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated hereby.

Section 7. Expenses . All expenses (other than Selling Expenses) incurred by the Company in complying with its obligations pursuant to this Agreement and in connection with the registration and disposition of Registrable Securities, including, without limitation, all registration and filing fees, underwriting expenses (other than fees, commissions or discounts), expenses of any audits incident to or required by any such registration, fees and expenses of complying with securities and “blue sky” laws, printing expenses, fees and expenses of the Company’s counsel and accountants and reasonable fees and expenses of one counsel for the Holders of Registrable Securities participating in such registration as a group (selected by, in the case of a Demand Registration, the Investor Holders, and, in the case of all other registrations hereunder, the Holders of a majority of the Registrable Securities included in the registration), shall be paid by the Company. All Selling Expenses relating to Registrable Securities registered pursuant to this Agreement shall be borne and paid by the Holders of such Registrable Securities, in proportion to the number of Registrable Securities registered for each such Holder.

Section 8. Indemnification .

(a) The Company shall indemnify and hold harmless, to the fullest extent permitted by law, each Holder of Registrable Securities, such Holder’s officers, directors, managers, members, partners, stockholders and Affiliates, each underwriter, broker or any other Person acting on behalf of such Holder of Registrable Securities and each other Person, if any, who controls any of the foregoing Persons within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against all losses, claims, actions, damages, liabilities and expenses, joint or several, to which any of the foregoing Persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or

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expenses arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance; and shall reimburse such Persons for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, action, damage or liability, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein or by such Holder’s failure to deliver a copy of the Registration Statement, Prospectus, free-writing prospectus or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such Holder with a sufficient number of copies of the same prior to any written confirmation of the sale of Registrable Securities.

(b) In connection with any registration in which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify and hold harmless, the Company, each director of the Company, each officer of the Company who shall sign such Registration Statement, each underwriter, broker or other Person acting on behalf of the Holders of Registrable Securities and each Person who controls any of the foregoing Persons within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, actions, damages, liabilities or expenses resulting from any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder; provided , that the obligation to indemnify shall be several, not joint and several, for each Holder and shall be limited to the net proceeds (after underwriting fees, commissions or discounts) actually received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement.

(c) Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in this Section 8 , such indemnified party shall, if a claim in respect thereof is made against an indemnifying party, give written notice to the latter of the commencement of such action. The failure of any indemnified party to notify an indemnifying party of any such action shall not (unless such failure shall have a material adverse effect on the indemnifying party) relieve the indemnifying party from any liability in respect of such action that it may have to such indemnified party hereunder. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense of the claims in any such action that are subject or potentially subject to indemnification hereunder, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such

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indemnified party, and after written notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be responsible for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided , that if (i) any indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity provided hereunder, or (ii) such action seeks an injunction or equitable relief against any indemnified party or involves actual or alleged criminal activity, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party without such indemnified party’s prior written consent (but, without such consent, shall have the right to participate therein with counsel of its choice) and such indemnifying party shall reimburse such indemnified party and any Person controlling such indemnified party for that portion of the fees and expenses of any counsel retained by the indemnified party which is reasonably related to the matters covered by the indemnity provided hereunder. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

(d) If the indemnification provided for hereunder is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant equitable considerations; provided , that the maximum amount of liability in respect of such contribution shall be limited, in the case of each Holder of Registrable Securities, to an amount equal to the net proceeds (after underwriting fees, commissions or discounts) actually received by such seller from the sale of Registrable Securities effected pursuant to such registration. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties agree that it would not be just and equitable if contribution pursuant hereto were determined by pro rata allocation or by any other method or allocation which does not take account of the equitable considerations referred to herein. No Person guilty or liable of fraudulent misrepresentation shall be entitled to contribution from any Person.

Section 9. Rule 144 Compliance . With a view to making available to the Holders of Registrable Securities the benefits of Rule 144 under the Securities Act and any other rule or regulation of the Commission that may at any time permit a holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3 (or any successor form), the Company shall:

(a) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times after the date hereof;

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(b) use commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act, at any time after the Company has become subject to such reporting requirements; and

(c) furnish to any holder so long as the Holder owns Registrable Securities, upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed or furnished by the Company as such Holder may reasonably request in connection with the sale of Registrable Securities without registration.

Section 10. Participation in Underwritten Offerings . No Person may participate in any underwritten offerings hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and these registration rights provided for hereunder; provided , that no Holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such Holder, such Holder’s ownership of its shares of Common Stock to be sold in the offering and such Holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 8 .

Section 11. Suspension of Use of Registration Statement .

(a) If the Board determines in its good faith judgment that the filing of a Shelf Registration Statement under Section 3(a) or the use of any related Prospectus would be materially detrimental to the Company because such action would require the disclosure of material information the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction, and that the Company is not otherwise required by applicable securities laws or regulations to disclose, upon written notice of such determination by the Company to the Holders which shall be signed by the Chief Executive Officer, President or any Executive Vice President of the Company certifying thereto, the rights of the Holders to offer, sell or distribute Registrable Securities pursuant to a Shelf Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to a Shelf Registration Statement shall be suspended until the earlier of (i) the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 11(a) is no longer necessary and they may resume use of the

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applicable Prospectus and (ii) the date upon which copies of the applicable supplemented or amended Prospectus is distributed to the Holders; provided , that the Company shall not be entitled to exercise any such right more than two times in any 12-month period or less than 30 days from the termination of the prior suspension period; and, provided further , that such exercise shall not prevent the Holders from being entitled to at least 180 days of effective registration with respect to the Shelf Registration Statement in any 365-day period. The Company agrees to give the notice under subsection (i) above as promptly as practicable following the date that such suspension of rights is no longer necessary.

(b) If all reports required to be filed by the Company pursuant to the Exchange Act have not been filed by the required date without regard to any extension, or if the consummation of any business combination by the Company had occurred or is probable for purposes of Rule 3-05 or Article 11 of Regulation S-X promulgated under the Securities Act or any similar successor rule, upon written notice thereof by the Company to the Holders, the rights of the Holders to offer, sell or distribute Registrable Securities pursuant to a Shelf Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to a Shelf Registration Statement shall be suspended until the date on which the Company has filed such reports or obtained and filed the financial information required by Rule 3-05 or Article 11 of Regulation S-X to be included or incorporated by reference, as applicable, in a Shelf Registration Statement, and the Company shall use its reasonable best efforts to file the required reports or obtain and file the financial information required to be included or incorporated by reference, as applicable, as promptly as practicable, and shall notify the Holders as promptly as practicable when such is no longer required.

Section 12. Preservation of Rights . The Company shall not (a) grant any registration rights to third parties which are more favorable than or inconsistent with the rights granted hereunder or (b) enter into any agreement, take any action, or permit any change to occur, with respect to its securities that violates or subordinates the rights expressly granted to the Holders of Registrable Securities in this Agreement.

Section 13. Termination . This Agreement shall terminate and be of no further force or effect when no Holder holds any Registrable Securities; provided , that the provisions of Sections 7 , 8 and 14 shall survive any such termination.

Section 14. Miscellaneous .

(a) No Inconsistent Agreements . The Company shall not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the Holders of Registrable Securities in this Agreement or take any action, or permit any change to occur, with respect to its securities which would adversely affect the ability of any Holder of Registrable Securities to include such Registrable Securities in a registration undertaken pursuant to this Agreement.

(b) Notices . All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by

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facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 14(b) ).

If to any Holder, to such Holder’s address as set forth on its signature page hereto or in the register of stockholders maintained by the Company.

(c) Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. In addition, the provisions of this Agreement which are for the benefit of Holders shall be for the benefit of and enforceable by any Permitted Affiliate Transferee and any Permitted Third Party Transferee. Notwithstanding anything to the contrary in this Agreement, the Company may assign this Agreement in connection with a merger, reorganization or sale, transfer or contribution of all or substantially all of the assets or stock of the Company to any of its subsidiaries or Affiliates, and, upon the consummation of any such merger, reorganization, sale, transfer or contribution, such subsidiary or Affiliate shall automatically and without further action assume all of the obligations and succeed to all the rights of the Company under this Agreement.

(d) No Third-Party Beneficiaries . Except as set forth in Section 8 , nothing in this Agreement shall confer any rights upon any Person other than the parties hereto and each such party’s respective heirs, successors and permitted assigns.

(e) Amendment, Modification and Waiver . Except as otherwise provided herein, the provisions of this Agreement may only be amended, modified, supplemented or waived with the prior written consent of the Company and the Holders of a majority of the Registrable Securities. No waiver by any party or parties shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor

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shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

(f) Severability . If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(g) Remedies . Each Holder of Registrable Securities, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The Company acknowledges that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and the Company hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

(h) Governing Law; Submission to Jurisdiction . This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States or the courts of the State of New York in each case located in the city of New York and County of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(i) Waiver of Jury Trial . Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

(j) Entire Agreement . This Agreement, together with the Warrant and any related exhibits and schedules thereto, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. Notwithstanding the foregoing, in the event of any conflict between the terms and provisions of this Agreement and those of the Warrant, the terms and conditions of this Agreement shall control.

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(k) Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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

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Exhibit 10.38

NOTE AGREEMENT

NOTE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “ Note ”), dated as of April 18 2011, by and between MHI Hospitality Corporation, a Maryland corporation (the “ Borrower ”) and each lender a party hereto from time to time (together with their successors and assigns, each a “ Lender ”; and collectively, the “ Lenders ”) and Essex Equity High Income Joint Investment Vehicle, LLC, as agent for the Lenders (the “ Agent ”).

RECITALS

WHEREAS , the Borrower has requested a senior secured term loan facility and the Lenders have agreed to provide a senior secured term loan facility but only to the extent and on the conditions set forth herein.

WHEREAS , the Borrower will use the proceeds of the Loans (a) to cause its Subsidiary to refinance the mortgage on the Crowne Plaza Jacksonville Riverfront property, (b) to pay its transaction fees and expenses in respect of this Note and the transactions contemplated hereby and (c) to finance ongoing working capital and general corporate needs of the Borrower.

NOW THEREFORE , in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:

AGREEMENT

1. Definitions . The following terms have the meanings set forth below:

“ Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001).

“ Agent ” has the meaning set forth in the preamble hereto.

“ Aggregate Amounts Due ” has the meaning set forth in Paragraph 6(c).

“ Appraiser ” has the meaning set forth in Paragraph 8(a).

“ Articles Supplementary ” means that certain Articles Supplementary for Series A Cumulative Redeemable Preferred Stock of MHI Corporation.

“ Asset Sale ” means a sale, lease or sublease (as lessor or sublessor), sale and leaseback, assignment, conveyance, transfer or other disposition to, or any exchange of property with, any Person (other than the Borrower or any Subsidiary of the Borrower), in one transaction or a series of transactions, of all or any part of the businesses of the Borrower or any Subsidiary of the Borrower, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible other than inventory, or other assets sold, leased, subleased, assigned, conveyed, transferred or disposed of in the ordinary course of business.

“ Assignee ” has the meaning set forth in Paragraph 18.

“ Assignment ” has the meaning set forth in Paragraph 18.

“ Bankruptcy Code ” means title 11 of the United States Code entitled “Bankruptcy” as now or hereafter in effect or any successive statutes.

“ Borrower ” has the meaning set forth in the Preamble hereto.

“ Business Day ” means a day other than Saturday or Sunday or other day on which commercial banks in New York City, New York are authorized or required by law or other governmental action to close.

“ Capital Lease ” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

“ Capital Stock ” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including, without limitation, partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

“ Cash ” means cash, money, currency or a credit balance in any Deposit Account (as defined in the UCC).

“ Cash Equivalents ” means, as at any date of determination, (a) marketable securities (i) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government, or (ii) issued by any agency of the United States of America the obligations of which are backed by the full faith and credit of the United States of America, in each case maturing within one year after such date; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (c) commercial paper maturing

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no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P 1 from Moody’s; (d) certificates of deposit or bankers’ acceptances maturing within one year after such date and issued or accepted by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (i) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator), and (ii) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000; and (e) shares of any money market mutual fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clauses (a) and (b) above, (ii) has net assets of not less than $500,000,000, and (iii) has the highest rating obtainable from either S&P or Moody’s.

“ Change of Control ” means, at any time, (a) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) (i) shall have acquired beneficial ownership of 50% or more on a fully diluted basis of the voting and/or economic interest in the Capital Stock of the Borrower or (ii) shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of the Borrower; (b) the majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of the Borrower cease to be occupied by Persons who either (i) were members of the board of directors of the Borrower on the Closing Date, or (ii) were nominated for election by the board of directors of the Borrower, a majority of whom were directors on the Closing Date or whose election or nomination for election was previously approved by a majority of such directors; or (c) any event, transaction or occurrence as a result of which Andrew M. Sims shall for any reason cease to be actively engaged in the day-to-day management of the Borrower in the role such Person serves on the Closing Date, unless an interim or permanent successor reasonably acceptable to the board of directors of the Borrower is appointed within ninety (90) days after the date on which such individual ceases to hold any such office.

“ Closing Date ” has the meaning set forth in Paragraph 9.

“ Collateral ” has the meaning set forth in Paragraph 8(b).

“ Collateral Documents ” means any security agreements and any other documents entered into from time to time (including, without limitation, the Pledge Agreement) in form and substance reasonably satisfactory to the Agent, in order to grant to the Agent, for its benefit and the benefit of the Lenders, a first priority security interest in the Collateral.

“ Commission ” has the meaning set forth in Paragraph 12(p).

“ Commitment Fee ” has the meaning set forth in Paragraph 5(b).

“ Credit Agreement ” means that certain Credit Agreement, dated as of May 8, 2006, among the Borrower, as borrower, Branch Banking Trust Company, and the other parties thereto, as such Credit Agreement shall be amended, restated or otherwise modified from time to time.

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“ Credit Agreement Collateral ” means all of the assets and property of the Borrower or any of its Subsidiaries, whether real, personal or mixed, with respect to which a consensual Lien is granted as security for any obligation under the Credit Agreement and any other loan document entered into in connection therewith.

“ Default ” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.

“ Event of Default ” has the meaning set forth in Paragraph 10.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

“ Filings ” has the meaning set forth in Paragraph 12(p).

“ Funding Notice ” shall have the meaning set forth in paragraph 3(a)(ii).

“ GAAP ” means generally accepted accounting principles in the United States as in effect from time to time, consistently applied throughout the period to which reference is made.

“ Governmental Body ” means any agency, bureau, commission, court, department, official, political subdivision, tribunal or other instrumentality of any administrative, judicial, legislative, executive, regulatory, police or taxing authority of any government, whether supranational, national, federal, state, regional, provincial, local, domestic or foreign.

“ Hotel Equity Value ” has the meaning set forth in Paragraph 8(a).

“ Hotel Property ” means a hotel (including land, building, improvements, equipment and all related personal property used or useful in connection with such hotel operations) that is owned by the Borrower or a Subsidiary of the Borrower.

“ Indebtedness ” means, with respect to any Person, without duplication, the following: (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services other than accounts payable and accrued liabilities that would be classified as current liabilities under GAAP (as in effect on the Closing Date) which payables and expenses are incurred in respect of property or services purchased in the ordinary course of business, (c) all obligations of such Person evidenced by notes, bonds, debentures or similar borrowing or securities instruments, (d) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person,

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(e) all obligations of such Person as lessee under Capital Leases, (f) all obligations of such Person in respect of banker’s acceptances and letters of credit, (g) all obligations of such Person secured by Liens on the assets and property of such Person, (h) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Capital Stock or other ownership or profit interest in such Person or any other Person or any warrants, rights or options to acquire such Capital Stock, (i) all obligations of such Person in respect of any guaranty by such Person of any obligation of another Person of the type described in clauses (i) through (h) of this definition, and (j) all obligations of another Person of the type described in clauses (a) through (i) secured by a Lien on the property or assets of such Person (whether or not such Person is otherwise liable for such obligations of such other Person).

“ Intercreditor Agreement ” has the meaning set forth in Paragraph 19.

“ Interest Period ” means consecutive calendar quarterly periods, beginning on the date hereof and ending on the Maturity Date; provided that: (a) the initial Interest Period shall begin on the date hereof and shall end on June 30, 2011 and each subsequent Interest Period will begin on the day following the last day of the preceding Interest Period (with such last day of such preceding Interest Period determined with reference to clauses (b) through (d) below); (b) any Interest Period that would otherwise end on a day that is not a Business Day shall, subject to the provisions of clause (d) below, be extended to the next succeeding Business Day unless such Business Day falls in the next calendar month, in which case such Interest Period shall end on the immediately preceding Business Day; (c) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (d) below, end on the last Business Day of a calendar month; and (d) any Interest Period that would otherwise end after the Maturity Date shall end on the Maturity Date.

“ Interest Rate ” has the meaning set forth in Paragraph 5(a).

“ Lenders ” has the meaning set forth in the Preamble hereto.

“ Lender Indemnified Persons ” has the meaning set forth in Paragraph 16(b).

“ Lien ” means any encumbrance, mortgage, pledge, hypothecation, charge, assignment, lien, restriction or other security interest of any kind securing any obligation of any Person.

“ Loans ” has the meaning set forth in Paragraph 2.

“ Loan Documents ” means any of this Note, the Collateral Documents, and all other documents, instruments or agreements executed and delivered by the Borrower for the benefit of each Lender in connection herewith.

“ Margin Stock ” shall have the meaning set forth in Regulation U of the Board of Governors of the Federal Reserve system, as in effect from time to time.

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“ Material Adverse Effect ” means a material adverse effect on (a) the business, operations, properties, assets or condition (financial or otherwise) of the Borrower and all of its Subsidiaries taken as a whole, (b) the ability of the Borrower to perform its obligations hereunder or under of any of the other Loan Documents, or (c) to the extent applicable, the Collateral.

“ Maturity Date ” means the earliest of (a) the fourth anniversary of the date of this Note, (b) the date as of which all of the Preferred Stock (i) has been or (ii) is required to be, redeemed, repurchased or otherwise acquired for value by the Borrower and (c) the date the Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

“ Maximum Collateral Value ” has the meaning set forth in Paragraph 8(c).

“ Net Asset Sale Proceeds ” means, with respect to any Asset Sale, an amount equal to: (a) cash payments received by the Borrower and any of its Subsidiaries from such Asset Sale, minus (b) any bona fide direct costs incurred in connection with such Asset Sale to the extent paid or payable to non-affiliates, including without limitation (i) income or gains taxes payable by the seller as a result of any gain recognized in connection with such Asset Sale during the tax period the sale occurs, (ii) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale, (iii) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Sale undertaken by the Borrower or any of its Subsidiaries in connection with such Asset Sale; provided that upon releases of such reserve, the amount released shall be considered Net Asset Sale Proceeds, and (iv) transaction costs of the Borrower and its Subsidiaries.

“ Permitted Indebtedness ” means the Indebtedness permitted pursuant to Paragraph 14.

“ Permitted Liens ” means the Liens permitted pursuant to Paragraph 14.

“ Person ” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, other legal entities and governmental bodies.

“ Pledge Agreement ” means the Pledge Agreement and Irrevocable Proxy in the form of Exhibit B.

“ Preferred Stock ” means the shares of Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Borrower.

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“ Required Lenders ” means, at any time, one or more Lenders having or holding a Loan and/or Term Loan Commitment, and representing more than 50% of the sum of the aggregate Loans and/or Term Loan Commitments of all Lenders.

“ Restricted Payment ” means (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of Capital Stock of the Borrower or its Subsidiaries now or hereafter outstanding (except (i) a dividend payable solely in shares of that class of Capital Stock to the holders of that class or (ii) a dividend or other distribution payable on account of the Preferred Stock), (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of Capital Stock of the Borrower or its Subsidiaries now or hereafter outstanding (other than any redemption by MHI Hospitality, L.P. of its units in exchange for cash or, at the Borrower’s option, shares of the Borrower’s common stock or redemption of Preferred Stock); (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Capital Stock of the Borrower or its Subsidiaries now or hereafter outstanding other than the Preferred Stock; (d) management or similar fees payable to any shareholder of the Borrower (other than management fees payable to the Borrower’s affiliated management company); and (e) any payments made in the form of compensation (i) to an employee or consultant pursuant to his or her employment agreement or consulting agreement or (ii) to an officer or director of the Borrower as approved by the Borrower’s board of directors.

“ Solvent ” means, with respect to any Person, that as of the date of determination both (a)(i) the sum of such Person’s debt (including contingent liabilities) does not exceed all of its property, at a fair valuation, (ii) the present fair saleable value of the property of such Person is not less than the amount that will be required to pay the probable liabilities on such Person’s then existing debts as they become absolute and matured, (iii) such Person’s capital is not unreasonably small in relation to its business or any contemplated or undertaken transaction, and (iv) such Person does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due, and (b) such Person is “solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

“ Subsidiary ” of a person or entity means a corporation, partnership, limited liability company, or other entity in which that person directly or indirectly owns or controls the shares of Capital Stock having ordinary voting power to elect a majority of the board of directors (or appoint other comparable managers) of such corporation, partnership, limited liability company, or other entity.

“ Term Loan ” has the meaning set forth in Paragraph 2.

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“ Term Loan Commitment ” has the meaning set forth in Paragraph 2.

“ Term Loan Commitment Period ” means the period commencing on the Closing Date and ending on the earlier of (i) December 31, 2011, (ii) the date the Term Loan Commitments are fully funded and permanently reduced to zero and (iii) the Maturity Date.

“ UCC ” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect from time to time in the State of New York or, when the context implies, the Uniform Commercial Code as in effect from time to time in any other applicable jurisdiction. All references in this Note to the provisions of the UCC shall include all successor provisions under any subsequent version or amendment to any Article of the UCC.

“ Warrant ” means that certain Warrant to Purchase Common Stock of MHI Hospitality Corporation dated as of April 18, 2011 issued by the Borrower to the Initial Holders (as defined therein) and any new Warrant to Purchase Common Stock issued thereunder or under any such new Warrant, whether upon the exercise, division, combination or assignment thereof or otherwise.

2. Term Loan .

3. Borrowing Mechanics; Conditions to each Loan and Manner of Payment .

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4. Payment of Principal .

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5. Payment of Interest and Fees .

6. Evidence of Debt; Notes; Ratable Share

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7. Use of Proceeds . The Borrower shall use the proceeds of the Loans (a) to cause its Subsidiary to refinance the mortgage with AFL-CIO Building Investment Trust on the Crowne Plaza Jacksonville Riverfront property, (b) to pay its transaction fees and expenses in respect of the Loan Documents and (c) to finance ongoing working capital and general corporate needs of the Borrower. No part of the proceeds of the Loans borrowed hereunder will be used for the purpose of buying or carrying any Margin Stock or to extend credit to others for the purpose of buying or carrying any Margin Stock, in either case in a manner which would violate or conflict with Regulations T, U or X of the Board of Governors of the Federal Reserve System.

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8. Obligations Secured . To secure the repayment of the Loans and all obligations together with all modifications, extensions and renewals thereof:

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9. Closing Conditions . The agreement of the Lenders to make the Loans is subject to the satisfaction prior or concurrently with the making of such Loans of the conditions precedent set forth in this Paragraph 9 (the date that all such conditions have been satisfied hereinafter referred to as the “ Closing Date ”):

The Lender shall have received:

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10. Event of Default . In the event:

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(any such event set forth in clauses (a), (b), (c), (d), (e), (f), (g), (h) or (i) above being, an “ Event of Default ”), then the Agent may, and at the request of the Required Lenders shall, at its option:

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11. Additional Terms . The Borrower hereby (a) agrees to pay all costs of collection, including without limitation, reasonable attorneys’ fees, if the principal of or interest on this Note is not paid in full upon demand, (b) waives presentment for payment, protest and demand, notice of non-payment, notice of protest, demand, dishonor, non-payment, default, acceleration, intent to accelerate, diligence in collecting this Note and all other presentments, notices, demands and acts that otherwise might condition or restrict a right to immediate payment of this Note upon demand, (c) shall make all payments hereunder immediately upon demand without any set-off, counterclaim, defenses, withholding (for taxes or otherwise), or reduction of any kind, and (d) agrees that each Lender, at its sole option, may apply any amounts otherwise due to the Borrower by the Lenders to the payment of this Note.

12. Representations and Warranties of the Borrower . The Borrower hereby represents and warrants to the Lenders as follows:

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13. Affirmative Covenants . The Borrower covenants and agrees that until payment in full of all obligations under this Note, the Borrower shall perform all the following covenants:

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14. Certain Negative Covenants . Until payment in full of all obligations under this Note, the Borrower will not and shall cause its Subsidiaries to not:

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15. Taxes; Withholding, etc.

16. Expenses; Indemnification .

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17. Successors and Assigns . This Note will be binding upon and inure to the benefit of and is enforceable by the respective successors and permitted assigns of the parties hereto. This Note may not be assigned by the Borrower hereto without the prior written consent of the Lenders. Any assignment or attempted assignment in contravention of Paragraph 17 will be void ab initio and will not relieve the assigning party of any obligation under this Note.

18. Assignments and Participations . Commencing on the third anniversary of the date hereof, each Lender may assign (each, an “Assignment” ) to one or more Persons (each, an “ Assignee ”) all or a portion of its rights and obligations under this Note (including all or a portion of such Lender’s Loans and Term Loan Commitment, as the case may be); provided that: (1) such Assignee acknowledges the terms of the Intercreditor Agreement and agrees to be bound by the terms of the Intercreditor Agreement pursuant to an agreement reasonably satisfactory to the Credit Agreement Agent (as defined in the Intercreditor Agreement) and (2) no Assignment shall be made to the Borrower or any of its affiliates. Each Assignment shall be subject to the following:

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19. Intercreditor Agreement . The terms of this Note and the indebtedness evidenced by this Note are subject to that certain Intercreditor Agreement dated as of April 18, 2011 (the “ Intercreditor Agreement ”) by the Borrower and Lenders in favor of the Credit Agreement Agent and the Credit Agreement Lenders referred to in such Intercreditor Agreement

20. Miscellaneous .

If to the Borrower, at:

MHI Hospitality Corporation

410 W. Francis Street

Williamsburg, Virginia 23185

Attn: David R. Folsom and Patrick Fiel, Esq.

Telephone: (757) 229-5648

Facsimile: (757) 564-8801

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With a copy to:

Baker & McKenzie LLP

815 Connecticut Avenue, NW

Washington, D.C. 20006-4078

Attn: Thomas J. Egan, Esq.

Telephone:   +1 202 452 7050

Facsimile:   +1 202 416 6955

If to the Lenders, at:

c/o Essex Equity Capital Management, LLC

375 Hudson Street, 12 ^th Floor

New York, New York 10014

Attn: Ryan Taylor

Telephone:    (646) 833-3258

Facsimile:     (866) 758-8541

with a copy to:

Richards Kibbe & Orbe LLP

One World Financial Center

New York, New York 10281

Attn: Larry G. Halperin, Esq.

Telephone:    (212) 530-1800

Facsimile:     (212) 530-1801

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[ signature page follows on next page ]

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S IGNATURE P AGE TO N OTE A GREEMENT

S IGNATURE P AGE TO N OTE A GREEMENT

SCHEDULE I

LENDERS’ COMMITMENTS

Exhibit 10.39

SIXTH AMENDMENT TO CREDIT AGREEMENT

THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of the 18th day of April, 2011, by and among MHI HOSPITALITY CORPORATION, MHI HOSPITALITY, L.P., MHI HOSPITALITY TRS HOLDING, INC., MHI HOSPITALITY TRS, LLC, MHI GP LLC, PHILADELPHIA HOTEL ASSOCIATES LP, BROWNESTONE PARTNERS, LLC, LOUISVILLE HOTEL ASSOCIATES, LLC, TAMPA HOTEL ASSOCIATES LLC, LAUREL HOTEL ASSOCIATES LLC and BRANCH BANKING AND TRUST COMPANY, as Administrative Agent, as Issuing Bank and as a Lender, KEYBANK NATIONAL ASSOCIATION and MANUFACTURERS AND TRADERS TRUST COMPANY (collectively referred to herein as the “Lenders”).

R E C I T A L S :

The Borrowers, the Guarantors, the Administrative Agent and the Lenders have entered into a certain Credit Agreement dated as of May 8, 2006, as amended by a certain First Amendment to Credit Agreement dated August 1, 2007, a certain Second Amendment to Credit Agreement dated April 15, 2008, a certain Amendment to Second Amendment to Credit Agreement dated August 15, 2008, a certain Third Amendment to Credit Agreement dated February 18, 2009, a certain Fourth Amendment to Credit Agreement dated May 18, 2009 and a certain Fifth Amendment to Credit Agreement dated June 4, 2010 (referred to herein, as so amended, as the “Credit Agreement”). Capitalized terms used in this Amendment which are not otherwise defined in this Amendment shall have the respective meanings assigned to them in the Credit Agreement.

The Borrowers and Guarantors have requested the Administrative Agent and the Lenders to amend the Credit Agreement to (i) change the definitions of “Consolidated Tangible Net Worth,” “Collateral Pool EBITDA,” “Collateral Pool Interest Coverage Ratio,” “Collateral Pool Interest Expense,” “Fixed Charge Coverage Ratio,” “Funds from Operations,” “Liquidity,” “Release Amount,” “Termination Date” and “Total Liabilities”, (ii) add the definitions of “Bridge Loan,” “Bridge Loan Lender,” “Equity Issuance Proceeds,” “Note Agreement,” “Preferred Equity Transaction,” “Preferred Equity Agreement,” “Preferred Investor,” “Preferred Stock,” “Restricted Cash,” “Term Loans” and “Term Loan Commitment Availability”, (iii) amend Sections 3.13, 2.06(a), 2.06(c), 2.11(f), 2.11(g), 5.03, 5.05, 5.06, 5.28, 5.40, 5.41 and 6.01(b), and (iv) add new Sections 5.11(k), 5.43, 5.44, 5.45, 5.46, 6.01(r), 6.01(s), 6.01(t), 6.01(u) and 6.05 as set forth herein.

The Lenders, the Administrative Agent, the Guarantors and the Borrowers desire to amend the Credit Agreement upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the Recitals and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Guarantors, the Administrative Agent and the Lenders, intending to be legally bound hereby, agree as follows:

SECTION 1. Recitals . The Recitals are incorporated herein by reference and shall be deemed to be a part of this Amendment.

SECTION 2. Non-Revolving Facility . Notwithstanding anything to the contrary within the Credit Agreement, (a) no additional Advances will be made to the Borrowers, (b) no amount of the current outstanding Advances subsequently repaid or prepaid may be reborrowed and (c) no Letters of Credit will be issued.

SECTION 3. Amendments . The Credit Agreement is hereby amended as set forth in this Section 3 .

SECTION 3.01. Amendment to Section 1.01 . The definition of “Bridge Loan” shall be added to Section 1.01 of the Credit Agreement in proper alphabetical order as follows:

“Bridge Loan” means that certain term loan transaction with the Bridge Loan Lender in an aggregate principal amount not to exceed $10,000,000 in accordance with the Note Agreement as in effect on the Sixth Amendment Effective Date.

SECTION 3.02. Amendment to Section 1.01 . The definition of “Bridge Loan Lender” shall be added to Section 1.01 of the Credit Agreement in proper alphabetical order as follows:

“Bridge Loan Lender” means Essex Equity High Income Joint Investment Vehicle, LLC, a Delaware limited liability company, its successor and assigns.

SECTION 3.03. Amendment to Section 1.01 . The definition of “Collateral Pool EBITDA” set forth in Section 1.01 of the Credit Agreement is amended and restated to read in its entirety as follows:

“Collateral Pool EBITDA” shall be determined as of the end of each Fiscal Quarter and shall mean EBITDA of the Borrowing Base Assets for the Fiscal Quarter then ending and the immediately preceding three Fiscal Quarters; provided, however, EBITDA attributable to any Property which is not a Borrowing Base Asset as of the last day of the Fiscal Quarter then ending shall be excluded from this calculation.

SECTION 3.04. Amendment to Section 1.01 . The definition of “Collateral Pool Interest Coverage Ratio” set forth in Section 1.01 of the Credit Agreement is amended and restated to read in its entirety as follows:

“Collateral Pool Interest Coverage Ratio” shall be determined as of the end of each Fiscal Quarter and shall mean the ratio of: (A) Collateral Pool EBITDA to (B) Collateral Pool Interest Expense; provided, however, that the determination

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of the Collateral Pool Interest Coverage Ratio shall be made on a pro forma basis as though the Debt of Borrowing Base Assets, and interest thereon (whether expensed or capitalized), on the date of determination for the Fiscal Quarter then ending had been constant in such Fiscal Quarter and throughout each of the immediately preceding three Fiscal Quarters.

SECTION 3.05. Amendment to Section 1.01 . The definition of “Collateral Pool Interest Expense” set forth in Section 1.01 of the Credit Agreement is amended and restated to read in its entirety as follows:

“Collateral Pool Interest Expense” shall be determined as of the end of each Fiscal Quarter and shall mean, interest whether expensed or capitalized, in respect of the Debt of the Borrowing Base Assets outstanding on the last day of the Fiscal Quarter then ending and the immediately preceding three (3) Fiscal Quarters, all as determined in accordance with GAAP; provided, however, that non-cash costs associated with loan expense amortization shall nevertheless be excluded from the calculation of Collateral Pool Interest Expense.

SECTION 3.06. Amendment to Section 1.01 . The definition of “Consolidated Tangible Net Worth” set forth in Section 1.01 of the Credit Agreement is amended and restated to read in its entirety as follows:

“Consolidated Tangible Net Worth” means at any time, Stockholders’ Equity plus Depreciation and Amortization accumulated subsequent to December 31, 2010 for any Property then owned by the Borrowers less the sum of the value, (to the extent reflected in determining Stockholders Equity) as set forth or reflected on the most recent consolidated balance sheet of the Company and its Consolidated Subsidiaries, on a consolidated basis prepared in accordance with GAAP, of

(A) The amount of any write up of assets subsequent to December 31, 2005;

(B) All assets which would be treated as intangible assets for balance sheet presentation purposes under GAAP, including without limitation goodwill (whether representing the excess of cost over book value of assets acquired, or otherwise), trademarks, tradenames, copyrights, patents and technologies, and unamortized debt discount and expense; provided that Non Core Investments shall be included in the calculation of Consolidated Tangible Net Worth at Net Book Value;

(C) To the extent not included in (B) of this definition, any amount at which the Capital Securities of the Company and its Consolidated Subsidiaries appear as an asset on the balance sheet of the Company and its Consolidated Subsidiaries;

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(D) Loans or advances to owners of Capital Securities, directors, officers, managers or employees; and

(E) To the extent not included in (B) of this definition, deferred expenses.

For the purposes of this calculation, Preferred Stock shall be excluded from the definition of Redeemable Preferred Securities.

SECTION 3.07. Amendment to Section 1.01 . The definition of “Equity Issuance Proceeds” shall be added to Section 1.01 of the Credit Agreement in proper alphabetical order as follows:

“Equity Issuance Proceeds” means the net proceeds from the sale of the shares of Common Stock (as defined in the Preferred Equity Agreement as in effect on the Sixth Amendment Effective Date) pursuant to an Equity Raise (as defined in the Preferred Equity Agreement as in effect on the Sixth Amendment Effective Date).

SECTION 3.08. Amendment to Section 1.01 . The definition of “Fixed Charge Coverage Ratio” set forth in Section 1.01 of the Credit Agreement is amended and restated to read in its entirety as follows:

“Fixed Charge Coverage Ratio” shall be determined as of the end of each Fiscal Quarter and shall mean the ratio of Consolidated NOI for the Fiscal Quarter then ending and the immediately preceding three Fiscal Quarters to the sum of: (i) Consolidated Interest Expense for the Fiscal Quarter then ending and the immediately preceding three Fiscal Quarters, excluding accruals for payments of interest payable in Capital Securities as well as amortization of loan costs paid in Capital Securities or warrants issued to the Preferred Investor, (ii) the aggregate net payments made by the Borrowers and its Consolidated Subsidiaries under Hedge Transactions during the Fiscal Quarter then ending and the immediately preceding three Fiscal Quarters, (iii) the aggregate scheduled principal repayments on Debt made by the Borrowers and its Consolidated Subsidiaries during the Fiscal Quarter then ending and the immediately preceding three Fiscal Quarters, and (iv) Preferred Dividends made during the Fiscal Quarter then ending and the immediately preceding three Fiscal Quarters.

SECTION 3.09. Amendment to Section 1.01 . The definition of “Funds from Operations” set forth in Section 1.01 of the Credit Agreement is amended and restated to read in its entirety as follows:

“Funds from Operations” means, with respect to any Person for any fiscal period, Net Income less extraordinary items, gains or losses from sales of previously depreciated operating real estate assets plus Depreciation and Amortization and other non-cash adjustments to Net Income in accordance with

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the definition that was adopted by the Board of Governors of the National Association of Real Estate Investment Trusts, all after adjustment for any non-controlling interest from unconsolidated partnerships and joint ventures, excluding accruals for payments of interest payable in Capital Securities as well as amortization of loan costs paid in Capital Securities or warrants issued to the Preferred Investor.

SECTION 3.10. Amendment to Section 1.01 . The definition of “Liquidity” set forth in Section 1.01 of the Credit Agreement is amended and restated to read in its entirety as follows:

“Liquidity” means at any time the sum of (a) Unrestricted Cash of the Borrowers, plus (b) the lesser of: (i) $5,000,000, and (ii) the Term Loan Commitment Availability.

SECTION 3.11. Amendment to Section 1.01 . The definition of “Note Agreement” shall be added to Section 1.01 of the Credit Agreement in proper alphabetical order as follows:

“Note Agreement” means that certain note agreement between MHI Hospitality Corporation and the Bridge Loan Lender dated April 18, 2011, as amended.

SECTION 3.12. Amendment to Section 1.01 . The definition of “Preferred Equity Transaction” shall be added to Section 1.01 of the Credit Agreement in proper alphabetical order as follows:

“Preferred Equity Transaction” means the transaction with the Preferred Investor for the sale of shares of Preferred Stock (including additional shares of Preferred Stock issued as Dividends as provided in the Preferred Equity Agreement) in MHI Hospitality Corporation for the amount of $25,000,000 in accordance with that certain Preferred Equity Agreement as in effect on the Sixth Amendment Effective Date. Notwithstanding any treatment of the Preferred Equity Transaction (and the Preferred Stock issued pursuant thereto) under GAAP to the contrary, the Preferred Equity Transaction (and the Preferred Stock issued pursuant thereto) shall be treated as preferred stock under this Agreement and any other Loan Document.

SECTION 3.13. Amendment to Section 1.01 . The definition of “Preferred Equity Agreement” shall be added to Section 1.01 of the Credit Agreement in proper alphabetical order as follows:

“Preferred Equity Agreement” means the MHI Hospitality Corporation Articles Supplementary for Series A Cumulative Redeemable Preferred Stock evidencing the issuance of the Preferred Stock to the Preferred Investor dated April 18, 2011 and filed with the Maryland Department of Assessments & Taxation on April 18, 2011, as amended.

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SECTION 3.14. Amendment to Section 1.01 . The definition of “Preferred Investor” shall be added to Section 1.01 of the Credit Agreement in proper alphabetical order as follows:

“Preferred Investor” means (a) Essex Illiquid, LLC, a Delaware limited liability company, and (b) Richmond Hill Capital Partners, LP, a Delaware limited partnership.

SECTION 3.15. Amendment to Section 1.01 . The definition of “Preferred Stock” shall be added to Section 1.01 of the Credit Agreement in proper alphabetical order as follows:

“Preferred Stock” means the shares of Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, of MHI Hospitality Corporation as described in the Preferred Equity Agreement, as in effect on the Sixth Amendment Effective Date.

SECTION 3.16. Amendment to Section 1.01 . The definition of “Release Amount” set forth in Section 1.01 of the Credit Agreement is amended and restated to read in its entirety as follows:

“Release Amount” means with respect to each Borrowing Base Asset an amount determined at the time of the release of the Administrative Agent’s Lien on such Borrowing Base Asset equal to: (i) in the case of a sale or transfer to a Third Party of such Borrowing Base Asset, the consideration received by the Borrowers must be entirely in cash and the Release Amount shall be in an amount satisfactory to the Administrative Agent in its sole discretion, which in no event shall be less than the greater of (x) the proceeds from the cash sale of such Borrowing Base Asset, less closing expenses reasonably approved by the Administrative Agent and (y) the Minimum Release Amount of such Borrowing Base Asset, or (ii) in the case of refinancing or replacement of the Mortgage applicable to such Borrowing Base Asset, the greater of (x) the Minimum Release Amount of such Borrowing Base Asset and (y) the loan proceeds from the refinancing or replacement of the Mortgage applicable to such Borrowing Base Asset, less closing expenses reasonably approved by the Administrative Agent. For the purposes of this definition, “Minimum Release Amount” shall mean the amount for each Borrowing Base Asset listed on Schedule A. The Loan Parties agree that no Borrowing Base Asset will be released from the lien of the Administrative Agent except in the case of (i) a sale or transfer to a Third Party of such Borrowing Base Asset or (ii) refinancing or replacement of the Mortgage applicable to such Borrowing Base Asset.

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SECTION 3.17. Amendment to Section 1.01 . The definition of “Restricted Cash” shall be added to Section 1.01 of the Credit Agreement in proper alphabetical order as follows:

“Restricted Cash” shall mean, as of any date of determination, the sum of the aggregate amount of cash subject to or encumbered by any escrow, reserve, Lien or claim of any kind in favor of any Person.

SECTION 3.18. Amendment to Section 1.01 . The definition of “Termination Date” set forth in Section 1.01 of the Credit Agreement is amended and restated to read in its entirety as follows:

“Termination Date” means May 8, 2014.

SECTION 3.19. Amendment to Section 1.01 . The definition of “Term Loans” shall be added to Section 1.01 of the Credit Agreement in proper alphabetical order as follows:

“Term Loans” means the Term Loans outstanding under the Bridge Loan Agreement.

SECTION 3.20. Amendment to Section 1.01 . The definition of “Term Loan Commitment Availability” shall be added to Section 1.01 of the Credit Agreement in proper alphabetical order as follows:

“Term Loan Commitment Availability” means, at any time, the portion of the Term Loan Commitment (as defined in the Bridge Loan Agreement as in effect on the Sixth Amendment Effective Date) then in effect and that has not been terminated or expired, less the aggregate original principal amount of all Term Loans advanced under the Bridge Loan Agreement, as in effect on the Sixth Amendment Effective Date.

SECTION 3.21. Amendment to Section 1.01 . The definition of “Total Liabilities” set forth in Section 1.01 of the Credit Agreement is amended and restated to read in its entirety as follows:

“Total Liabilities” means at any time, the total liabilities of the Borrowers and their respective Consolidated Subsidiaries (including, without limitation, current and long-term liabilities), determined on a consolidated basis, as set forth or reflected on the most recent consolidated balance sheet of the Borrowers and their respective Consolidated Subsidiaries prepared in accordance with GAAP; provided that Total Liabilities shall not include any preferred stock (including, without limitation, the Preferred Stock).

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SECTION 3.22. Amendment to Section 2.01(a) . Section 2.01(a) of the Credit Agreement is amended and restated to read in its entirety as follows:

(a) As of the Sixth Amendment Effective Date, each Lender has made the Advances in the amount set forth opposite such Lender’s name below and such amounts remain outstanding. Other than set forth below, no Advances shall be outstanding on the Sixth Amendment Effective Date. Amounts borrowed under this Agreement and subsequently repaid or prepaid may not be reborrowed.

SECTION 3.24. Amendment to Section 2.06(c) . Section 2.06(c) of the Credit Agreement is amended and restated to read in its entirety as follows:

(c) During each Interest Period in which an Advance is a Euro-Dollar Advance, such Euro-Dollar Advance shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per annum equal to the sum of: (1) the Applicable Margin for Euro-Dollar Advances, plus (2) the applicable Adjusted Monthly Libor Index for such Interest Period. Any overdue principal of and, to the extent permitted by applicable law, overdue interest on any Euro-Dollar Advance shall bear interest, payable on demand, for each day until paid in full at a rate per annum equal to the Default Rate.

The “Adjusted Monthly Libor Index” applicable to any Interest Period means a rate per annum equal to the quotient obtained (rounded upward, if necessary, to the next higher 1/100th of 1%) by dividing (i) the applicable London Interbank Offered Rate for such Interest Period by (ii) 1.00 minus the Euro-Dollar Reserve Percentage.

The “London Interbank Offered Rate” applicable to any Euro-Dollar Advance means for the Interest Period of such Euro-Dollar Advance the rate per

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annum determined on the basis of the rate for deposits in Dollars of amounts equal or comparable to the principal amount of such Euro-Dollar Advance offered for a term comparable to such Interest Period, which rate appears on the display designated as Reuters Screen LIBOR01 Page (or such other successor page as may replace Reuters Screen LIBOR01 Page or such other service or services as may be nominated by the British Banker’s Association for the purpose of displaying London InterBank Offered Rates for U.S. dollar deposits) determined as of 11:00 a.m. London, England time, on the first day of such Interest Period or on the immediately preceding Euro-Dollar Business Day if the first day of such Interest Period is not a Euro-Dollar Business Day.

“Euro-Dollar Reserve Percentage” means for any day that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement for a member bank of the Federal Reserve System in respect of “Eurocurrency liabilities” (or in respect of any other category of liabilities which includes deposits by reference to which the interest rate on such Euro-Dollar Advance is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Lender to United States residents). The Adjusted Monthly Libor Index shall be adjusted automatically on and as of the effective date of any change in the Euro-Dollar Reserve Percentage.

SECTION 3.25. Amendment to Section 2.11 . Subsections (f) and (g) of Section 2.11 of the Credit Agreement are hereby deleted in their entirety.

SECTION 3.26. Amendment to Section 5.03 . Section 5.03 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

SECTION 5.03. Collateral Pool Interest Coverage Ratio . Commencing with the Fiscal Quarter ending June 30, 2011 and continuing through the end of each Fiscal Quarter thereafter, the Collateral Pool Interest Coverage Ratio will not at any time be less than: (i) 2.00, or (ii) at all times that there are two (2) or fewer Borrowing Base Assets, 1.0 (provided that in the event that (ii) applies for any Fiscal Quarter, an interest rate per annum of 6.5% with a declining balance amortization of 20 years will be utilized for purposes of the calculation of Collateral Pool Interest Expense). Any increase to the required Collateral Pool Interest Coverage Ratio hereunder shall apply to the Fiscal Quarter in which the triggering event occurs.

SECTION 3.27. Amendment to Section 5.05 . Section 5.05 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

SECTION 5.05. Coverage Ratio . At the end of each Fiscal Quarter through December 31, 2011, the Fixed Charge Coverage Ratio will not at

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any time be less than 1.00 to 1.00. Commencing with the Fiscal Quarter ending March 31, 2012 and continuing through the Fiscal Quarter ending December 31, 2012, the Fixed Charge Coverage Ratio will not at any time be less than 1.05 to 1.00. Commencing with the Fiscal Quarter ending March 31, 2013 and continuing through the Termination Date, the Fixed Charge Coverage Ratio will not at any time be less than 1.10 to 1.00.

SECTION 3.28. Amendment to Section 5.06(a) . Section 5.06(a) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

SECTION 5.06. Restricted Payments . The Borrowers will not declare or make any Restricted Payment during any Fiscal Year, except that:

(a) subject to the second sentence of this Section 5.06(a), the Company and the Operating Partnership may declare and make cash distributions to its shareholders and other equity owners, and to holders of Units issued by the Operating Partnership, with respect to any Fiscal Quarter of the Company and the Operating Partnership, provided that (i) such cash distributions shall not exceed the minimum amount required to be distributed for the Company to remain in compliance with Section 5.38 and the Operating Partnership shall make no more than an equivalent per-unit distribution in cash to its equity owners; (ii) no Default or Event of Default shall exist at the time of such cash distributions or arise after giving effect to such cash distributions; (iii) such cash distributions are made without incurring any Debt and without any amount of a Revolver Advance; and (iv) such cash distributions with respect any Fiscal Quarter of the Company and the Operating Partnership may be paid in such Fiscal Quarter or in a subsequent Fiscal Quarter. However, if at any time no Default or Event of Default exists and the Company maintains a minimum Debt Yield of 0.10, then notwithstanding the limitations in (i) and (iv) above, the Company may declare and make an additional cash distribution to its shareholders or other equity owners with respect to any Fiscal Quarter of the Company, so long as the aggregate distributions made for any 12-month period do not exceed 90% of Funds From Operations of the Company on a consolidated basis for the previous 12 months, provided that (x) the Company shall maintain a Debt Yield of 0.10 after giving effect to such cash distributions, (y) both before and after giving effect to any such cash distributions, the Company shall maintain Liquidity of at least Seven Million Five Hundred Thousand Dollars ($7,500,000), and (z) no Default or Event of Default shall exist after giving effect to such cash distributions. Notwithstanding the foregoing, nothing in this Section 5.06(a) shall prohibit payment of Dividends on Preferred Stock or redemption amounts in respect of Preferred Stock which would otherwise be permitted in accordance with this Agreement; provided, however, Preferred Dividends on Preferred Stock shall be included in the calculation of the Funds From Operations of the Company described above;

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SECTION 3.29. Amendment to Section 5.11 . New subsection (k) to Section 5.11 of the Credit Agreement is hereby added:

(k) Liens encumbering Note Agreement Collateral (as defined in the Intercreditor Agreement) in accordance with the Intercreditor Agreement and securing only the Bridge Loan.

SECTION 3.30. Amendment to Section 5.28 . Section 5.28 of the Credit Agreement is amended and restated to read in its entirety as follows:

SECTION 5.28. Additional Debt . No Loan Party or Subsidiary of a Loan Party shall directly or indirectly issue, assume, create, incur or suffer to exist any Debt or the equivalent (including obligations under capital leases, but excluding Preferred Stock issued in the Preferred Equity Transaction) without the consent of the Administrative Agent and the Required Lenders, except for: (a) the Debt owed to the Lenders under the Loan Documents effective as of the Sixth Amendment Effective Date (as described in Section 2.01(a) of this Agreement); (b) the Debt existing and outstanding on the Sixth Amendment Effective Date not in violation of the Loan Documents (as described on Schedule 5.28); (c) Long Term Limited Recourse Mortgage Loans; (d) the Bridge Loan, the aggregate outstanding principal amount of which shall not at any time exceed $10,000,000; (e) Debt to refinance any of the foregoing, provided that neither the amount nor the recourse liability of such Debt being refinanced is being increased and, as to the Bridge Loan, such Debt to refinance is subject to an intercreditor agreement between the new lender and the Administrative Agent in form substantially similar to the Intercreditor Agreement attached as Exhibit C and otherwise acceptable to the Administrative Agent and the Required Lenders in their sole discretion; and (f) Debt required to be incurred pursuant to Section 5.35.

SECTION 3.31. Amendment to Section 5.40 . Section 5.40 of the Credit Agreement is amended and restated to read in its entirety as follows:

SECTION 5.40. Minimum Consolidated Tangible Net Worth . Consolidated Tangible Net Worth will at no time be less than $45,000,000, calculated quarterly.

SECTION 3.32. Amendment to Section 5.41 . Section 5.41 of the Credit Agreement is amended and restated to read in its entirety as follows:

SECTION 5.41. Deposit Accounts . The Loan Parties will deposit, and will instruct the Eligible Operator, as manager of the Borrowing Base Assets, to deposit all Account Assets (as defined below) into separate deposit accounts for each Borrowing Base Asset. For the purposes of this Section 5.41, “Account

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Assets” shall mean all amounts held or received by the Loan Parties or the Eligible Operator for the benefit of the Loan Parties related to, arising from or in connection with the Borrowing Base Assets, including, without limitation, any Accounts (as defined in the Security Agreement and including, without limitation, all amounts related to room rental revenue).

SECTION 3.33. New Section 5.43 . New Section 5.43 to the Credit Agreement is hereby added:

SECTION 5.43. Minimum Liquidity . At all times prior to the Termination Date, the Borrowers shall maintain Liquidity of at least $5,000,000.

SECTION 3.34. New Section 5.44 . New Section 5.44 of the Credit Agreement is hereby added:

SECTION 5.44. Minimum Number of Borrowing Base Assets . At all times prior to the Termination Date, the Borrowers shall maintain at least two (2) Borrowing Base Assets.

SECTION 3.35. New Section 5.45 . New Section 5.45 of the Credit Agreement is hereby added:

SECTION 5.45. Restrictions Applicable to Preferred Stock . Preferred Dividends on Preferred Stock (excluding payments or distributions in respect of the redemption of the Preferred Stock made with Equity Issuance Proceeds received by MHI Hospitality Corporation within thirty (30) days of such payment or distribution) may only be paid to the Preferred Investor if: (a) all Preferred Dividends are paid from Unrestricted Cash, (b) all due and owing interest (calculated in accordance with the Credit Agreement as in effect on the Sixth Amendment Effective Date) on Revolver Advances has been paid to the Lenders, (c) the Borrowers are in compliance on the date of payment of such Preferred Dividends with Section 5.03, Section 5.05, Section 5.08, Section 5.40 and Section 5.43 of the Credit Agreement both before and after giving effect to any such Preferred Dividends on Preferred Stock, and (d) no Default or Event of Default shall exist on the date of payment of such Preferred Dividends both before and after giving effect to the payment of such Preferred Dividends. In furtherance of the foregoing and not in limitation, MHI Hospitality Corporation shall not declare, authorize or pay, and the holders of the Preferred Stock shall not receive, any payment or distribution in respect of the redemption of the Preferred Stock (whether such redemption is pursuant to Section 6 of the Preferred Equity Agreement or otherwise) unless: (1) any such payment or distribution is made with Equity Issuance Proceeds received by MHI Hospitality Corporation within thirty (30) days of such payment or distribution; or (2) (a) no Default or Event of Default shall exist on the date of such payment or distribution in respect of the redemption of the Preferred Stock both before and after giving effect to such

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payment or distribution; and (b) following a Trigger Event (as defined in the Preferred Equity Agreement), either (i) the Bridge Loan has been fully repaid and satisfied (and no additional Debt is incurred by the Borrowers after the Sixth Amendment Effective Date to refinance the Bridge Loan) or (ii) the Bridge Loan is secured by a Lien upon Note Agreement Collateral (as defined in the Intercreditor Agreement) having Hotel Equity Value (as defined in the Note Agreement as in effect on the Sixth Amendment Effective Date) no less than the lesser of (A) $12,000,000; or (B) the amount determined by multiplying (i) the Term Loan Commitment Availability plus the outstanding principal balance of the Term Loans, by (ii) 1.2. If no appraisal is available for determining Hotel Equity Value, the Borrower shall substitute for the appraised value the depreciated GAAP basis for such Note Agreement Collateral and deduct the amount of any mortgage thereon.

SECTION 3.36. New Section 5.46 . New Section 5.46 of the Credit Agreement is hereby added:

SECTION 5.46. No Amendment to Preferred Equity Transaction . The Borrowers shall not, and shall not permit any Loan Party or other Subsidiary to, amend, supplement, restate or otherwise modify any terms of the Preferred Equity Agreement that could reasonably be expected to be materially adverse to the interests of the Administrative Agent and the Lenders without the prior written consent of the Required Lenders. For the avoidance of doubt, such terms would include, without limitation, changes to any of the following: Section 6, Section 9, Section 15, preferred dividends, trigger events or default remedies.

SECTION 3.37. New Section 5.47 . New Section 5.47 of the Credit Agreement is hereby added:

SECTION 5.47. No Amendment to Bridge Loan . The Borrowers shall not, and shall not permit any Loan Party or other Subsidiary to, amend, supplement, restate or otherwise modify any terms of the Note Agreement or any Note Agreement Loan Document (as defined in the Intercreditor Agreement as in effect on the Sixth Amendment Effective Date) that could reasonably be expected to be materially adverse to the interests of the Administrative Agent and the Lenders without the prior written consent of the Required Lenders. For the avoidance of doubt, such terms would include, without limitation, changes to any of the following: maturity date, interest rate, collateral, amount of debt, default provisions or default remedies.

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SECTION 3.38. Amendment to Section 6.01(b) . Section 6.01(b) of the Credit Agreement is amended and restated to read in its entirety as follows:

(b) any Loan Party shall fail to observe or perform any covenant contained in Sections 5.02(ii), 5.03 to 5.15, inclusive, 5.25, 5.28, 5.29 5.30, 5.32 to 5.40, inclusive, 5.43 to 5.47, inclusive; or

SECTION 3.39. Section 6.01(r) . Subsection (r) to Section 6.01 of the Credit Agreement is amended to add “or” after the semicolon appearing at the end of the subsection.

SECTION 3.40. New Section 6.01(s) . New subsection (s) to Section 6.01 of the Credit Agreement is hereby added:

(s) a default or event of default shall occur and be continuing under the Bridge Loan, the Note Agreement, or any Note Agreement Loan Document (as defined in the Intercreditor Agreement as in effect on the Sixth Amendment Effective Date) or any Borrower or Guarantor shall fail to observe any obligation to be observed or performed by it under the Bridge Loan, the Note Agreement, or any Note Agreement Loan Document (as defined in the Intercreditor Agreement as in effect on the Sixth Amendment Effective Date), and one of the following shall occur: (i) such default, event of default or failure to perform or observe continues uncured or unwaived for a period of ninety (90) days, or (ii) the Bridge Loan Lender shall, in respect of such default, event of default or failure, thereafter (x) initiate a legal proceeding against any Loan Party, (y) obtain a judgment against any Loan Party or (z) attempt to exercise any other remedies against any Loan Party in connection with the Bridge Loan, the Note Agreement, or any Note Agreement Loan Document (as defined in the Intercreditor Agreement as in effect on the Sixth Amendment Effective Date); or

SECTION 3.41. New Section 6.01(t) . New subsection (t) to Section 6.01 of the Credit Agreement is hereby added:

(t) the Preferred Investor shall (i) initiate legal proceedings against any Loan Party, (ii) obtain a judgment against any Loan Party or (iii) attempt to exercise any other remedies against any Loan Party in connection with the Preferred Equity Transaction or the Preferred Equity Agreement; provided, however, it shall not constitute an Event of Default if the remedies exercised by the Preferred Investor are limited to one or more of the following: (x) the Equity Raise (as defined in Section 10 of the Preferred Equity Agreement as in effect on the Sixth Amendment Effective Date), (y) the negotiated, consensual arms length sale of any Property which is not a Borrowing Base Property to a Person who is not an Affiliate of any Loan Party or the Preferred Investor (as referenced in Section 10 of the Preferred Equity Agreement as in effect on the Sixth Amendment Effective Date) or (z) implementation of the Additional Board Designees (as defined in Section 10 of the Preferred Equity Agreement as in effect on the Sixth Amendment Effective Date); or

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SECTION 3.42. New Section 6.01(u) . New subsection (u) of Section 6.01 of the Credit Agreement is hereby added:

(u) the failure of the Investor Designee (as defined in Section 7(b) of the Preferred Equity Agreement as in effect on the Sixth Amendment Effective Date) to be appointed, and serve as a member of, the Board of Directors of MHI Hospitality Corporation on or before the Board Determination Date (as defined in Section 7(b) of the Preferred Equity Agreement as in effect on the Sixth Amendment Effective Date).

SECTION 3.43. New Section 6.05 . New Section 6.05 of the Credit Agreement is hereby added:

SECTION 6.05. Payments to Bridge Loan Lender . If an Event of Default has occurred and is continuing under this Credit Agreement, then no payments (either principal or interest) may be paid to the Bridge Loan Lender except as provided in the Intercreditor Agreement.

SECTION 4. Preferred Equity Transaction . The Administrative Agent and the Lenders consent to the Borrowers and the Guarantors entering into the Preferred Equity Transaction with the Preferred Investor on the condition that no amount of the proceeds of the Preferred Equity Transaction shall be used to fund the payment of Restricted Payments.

SECTION 5. Bridge Loan . The Administrative Agent and the Lenders hereby consent to the Borrowers and the Guarantors entering into the Bridge Loan with the Bridge Loan Lender (including without limitation the execution, delivery and performance by the Borrowers and/or the Guarantors, as the case may be, of the Note Agreement (as in effect on the Sixth Amendment Effective Date) and the other documents and agreements contemplated in connection therewith) on the condition that no amount of the Bridge Loan shall be used to fund the payment of Restricted Payments. Also, the Loan Parties shall only make payments of principal and interest to the Bridge Loan Lender as required under the Note Agreement (as in effect on the Sixth Amendment Effective Date).

SECTION 6. Conditions to Effectiveness . The effectiveness of this Amendment and the obligations of the Lenders hereunder are subject to the following conditions, unless the Required Lenders waive such conditions:

(a) receipt by the Administrative Agent from each of the parties hereto of a duly executed counterpart of this Amendment signed by such party;

(b) receipt by the Administrative Agent of a copy of the duly executed Note Agreement;

(c) receipt by the Administrative Agent of a copy of the duly executed Preferred Equity Agreement;

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(d) receipt by the Administrative Agent of a duly executed Intercreditor Agreement, in the form attached hereto as Exhibit C;

(e) receipt by the Administrative Agent of such amendments to the Loan Documents (including, without limitation, the Mortgaged Property Security Documents) in form and content satisfactory to the Administrative Agent, and other documents and information, all as the Administrative Agent shall reasonably request;

(d) endorsements to the Title Policies in form and content satisfactory to the Administrative Agent;

(e) receipt by the Administrative Agent of all documents which the Administrative Agent may reasonably request relating to the existence of each Loan Party, the authority for and the validity of this Amendment and the other Loan Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent, including without limitation an Officer’s Certificate, signed by the Secretary, an Assistant Secretary, a member, manager, partner, trustee or other authorized representative of the respective Loan Party, certifying as to the names, true signatures and incumbency of the officer or officers of the respective Loan Party, authorized to execute and deliver the Amendment and other Loan Documents, and certifying whether or not any changes to the entity’s Organizational Documents have taken place since June 4, 2010, and certified copies of, if applicable, a certificate of the Secretary of State of such Loan Party’s state of organization as to the good standing or existence of such Loan Party; and a copy of the Organizational Action taken by the board of directors of the Loan Party or the members, managers, trustees, partners or other applicable Persons authorizing the Loan Party’s execution, delivery and performance of this Amendment;

(f) receipt by the Administrative Agent of an opinion of Baker & McKenzie, LLP and such other local counsel as the Borrowers may engage, as special counsel to the Loan Parties, dated as of the Sixth Amendment Effective Date, covering the execution of this Amendment by the Loan Parties and such additional matters as the Administrative Agent may reasonably request;

(g) the fact that the representations and warranties of the Borrowers and Guarantors contained in Section 8 of this Amendment shall be true on and as of the date hereof except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true on and as of such earlier date;

(h) receipt of a $22,700,000 repayment from the Borrowers;

(i) all other documents and legal matters in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel; and

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(j) receipt by the Administrative Agent of the Amendment Fee.

SECTION 7. No Other Amendment . Except for the amendments set forth above and those contained in the First Amendment to Credit Agreement dated August 1, 2007 (the “First Amendment”), the Second Amendment to Credit Agreement dated April 15, 2008 (the “Second Amendment”), the Amendment to Second Amendment to Credit Agreement dated August 15, 2008 (the “Amendment to Second Amendment”), the Third Amendment to Credit Agreement dated February 18, 2009 (the “Third Amendment”), the Fourth Amendment to Credit Agreement dated May 18, 2009 (the “Fourth Amendment) and the Fifth Amendment to Credit Agreement dated June 4, 2010 (the “Fifth Amendment”), the text of the Credit Agreement shall remain unchanged and in full force and effect. On and after the Sixth Amendment Effective Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by the First Amendment, the Second Amendment, the Amendment to Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment and this Amendment. This Amendment is not intended to effect, nor shall it be construed as, a novation. The Credit Agreement, the First Amendment, the Second Amendment, the Amendment to Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment and this Amendment shall be construed together as a single agreement. This Amendment shall constitute a Loan Document under the terms of the Credit Agreement. Nothing herein contained shall waive, annul, vary or affect any provision, condition, covenant or agreement contained in the Credit Agreement, except as herein amended, nor affect nor impair any rights, powers or remedies under the Credit Agreement as hereby amended. The Lenders and the Administrative Agent do hereby reserve all of their rights and remedies against all parties who may be or may hereafter become secondarily liable for the repayment of the Notes. The Borrowers and Guarantors promise and agree to perform all of the requirements, conditions, agreements and obligations under the terms of the Credit Agreement, as heretofore and hereby amended, the Credit Agreement, as amended, and the other Loan Documents being hereby ratified and affirmed. The Borrowers and Guarantors hereby expressly agree that the Credit Agreement, as amended, and the other Loan Documents are in full force and effect.

SECTION 8. Representations and Warranties . The Borrowers and Guarantors hereby represent and warrant to each of the Lenders as follows:

(a) No Default or Event of Default under the Credit Agreement or any other Loan Document has occurred and is continuing unwaived by the Lenders on the date hereof.

(b) The Borrowers and Guarantors have the power and authority to enter into this Amendment and to do all acts and things as are required or contemplated hereunder to be done, observed and performed by them.

(c) This Amendment has been duly authorized, validly executed and delivered by one or more authorized officers of the Borrowers and Guarantors and constitutes the legal, valid and binding obligations of the Borrowers and Guarantors enforceable against them in accordance with its terms, provided that such enforceability is subject to general principles of equity.

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(d) The execution and delivery of this Amendment and the performance by the Borrowers and Guarantors hereunder does not and will not, as a condition to such execution, delivery and performance, require the consent or approval of any regulatory authority or governmental authority or agency having jurisdiction over the Borrowers, or any Guarantor, nor be in contravention of or in conflict with the articles of incorporation, bylaws or other Organizational Documents of the Borrowers, or any Guarantor or the provision of any statute, or any judgment, order or indenture, instrument, agreement or undertaking, to which any Borrower, or any Guarantor is party or by which the assets or properties of the Borrowers, and Guarantors are or may become bound.

(e) The Collateral Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Secured Parties, which security interests and Liens are perfected in accordance with the terms of the Collateral Documents and prior to all Liens other than Permitted Liens.

(f) The revised Schedules to the Credit Agreement attached hereto as Exhibit D are true and correct as of the Sixth Amendment Effective Date.

SECTION 9. Counterparts; Governing Law . This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same agreement. This Amendment shall be construed in accordance with and governed by the laws of the State of North Carolina.

SECTION 10. Amendment . This Amendment may not be amended or modified without the written consent of the Required Lenders.

SECTION 11. Effective Date . This Amendment shall be effective as of April 18, 2011 (the “Sixth Amendment Effective Date”).

SECTION 12. Expenses . The Borrowers and Guarantors agree to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of the Administrative Agent’s legal counsel.

SECTION 13. Further Assurances . The Loan Parties agree to promptly take such action, upon the request of the Administrative Agent, as is necessary to carry out the intent of this Amendment.

SECTION 14. Consent by Guarantors . The Guarantors consent to the foregoing amendments. The Guarantors promise and agree to perform all of the requirements, conditions, agreements and obligations under the terms of the Credit Agreement as hereby amended, said Credit Agreement, as hereby amended, being hereby ratified and affirmed. In furtherance and not in limitation of the foregoing, the Guarantors acknowledge and agree that the “Guaranteed Obligations” (as defined in the Credit Agreement) include, without limitation, the indebtedness,

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liabilities and obligations evidenced by the Notes and the Loans made and Letters of Credit issued under the Credit Agreement as hereby amended. The Guarantors hereby expressly agree that the Credit Agreement, as hereby amended, is in full force and effect.

SECTION 15. Amendment Fee . On the Sixth Amendment Effective Date, the Borrowers and Guarantors shall pay to the Administrative Agent for the ratable account of each Lender an amendment and extension fee in an amount equal to the product of (i) such Lender’s total Revolver Advances (as reflected in Section 2.01(a) of the Credit Agreement) after giving effect to the repayment referred to in Section 6(h), times (ii) 0.75% (the “Amendment Fee”). In addition, on each of May 8, 2012 and May 8, 2013, the Borrowers and Guarantors shall pay to the Administrative Agent for the ratable account of each Lender an amendment fee in an amount equal to the product of (i) such Lender’s total Revolver Advances then outstanding, times (ii) 0.375%.

SECTION 16. Waiver of Defenses . The Borrowers and the Guarantors represent that none of them has any set-offs, defenses, recoupments, offsets, counterclaims or other causes of action against the Administrative Agent or the Lenders relating to the Loan Documents and the indebtedness evidenced and secured thereby and agree that, if any such set-off, defense, counterclaim, recoupment or offset otherwise exists on the date of this Amendment, each such defense, counterclaim, recoupment, offset or cause of action is hereby waived and released forever.

SECTION 17. Release of Claims . For and in consideration of the obligations set forth herein and intending to be legally bound hereby, the Borrowers and the Guarantors do remise, release and forever discharge the Administrative Agent and the Lenders, and their respective successors and assigns, of and from and all manner of actions, causes of actions, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands of whatsoever nature, in law, in equity or in admiralty, direct or indirect, known or unknown, matured or not matured, including for contribution and/or indemnity, that the Borrowers or any Guarantor ever had or now has, including, without limitation, those with respect to any and all matters alleged or which could have been alleged, with respect to the Loan Documents or the making or administration of the Advances up to and including the date of this Amendment. The general release hereby entered into and executed by Borrowers and the Guarantors is intended by Borrowers and the Guarantors to be final, complete and total as to all matters that have arisen or occurred up to and including the date of this Amendment.

SECTION 18. Severability . Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction.

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SECTION 19. Notices . All notices, requests and other communications to any party to the Loan Documents, as amended hereby, shall be given in accordance with the terms of Section 9.01 of the Credit Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered, or have caused their respective duly authorized officers or representatives to execute and deliver, this Amendment as of the day and year first above written.

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