CAREY FINANCIAL, LLC DEALER MANAGER AGREEMENT April 13, 2015Dealer Manager Agreement • May 15th, 2015 • Carey Watermark Investors 2 Inc • Real estate investment trusts • New York
AGREEMENT OF LIMITED PARTNERSHIP OF CWI 2 OP, LPCarey Watermark Investors 2 Inc • May 15th, 2015 • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF CWI 2 OP, LP, a Delaware limited partnership (the "Partnership"), dated as of February 9, 2015 (the "Effective Date"), is entered into by and among Carey Watermark Investors 2 Incorporated, a Maryland corporation holding both general partner and limited partner interests in the Partnership (the "General Partner"), and Carey Watermark Holdings 2, LLC, a Delaware limited liability company holding a special general partner interest in the Partnership (the "Special General Partner"), together with any other Persons who become Partners in the Partnership as provided herein.
FORM OF SELECTED DEALER AGREEMENT WITH CAREY FINANCIAL, LLCSelected Dealer Agreement • January 16th, 2015 • Carey Watermark Investors 2 Inc • Real estate investment trusts
Carey Financial, LLC (the “Dealer Manager”) entered into a dealer manager agreement, dated as of , 2015 (the “Dealer Manager Agreement”), with Carey Watermark Investors 2 Incorporated, a Maryland corporation (the “Company”), under which the Dealer Manager agreed to use its best efforts to solicit subscriptions in connection with the public offering (the “Offering”) for its shares of common stock, $.001 par value per share, as described in the Dealer Manager Agreement commencing on the initial Effective Date (as defined below). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings therefor as in the Dealer Manager Agreement.
ESCROW AGREEMENTEscrow Agreement • May 15th, 2015 • Carey Watermark Investors 2 Inc • Real estate investment trusts • New York
THIS ESCROW AGREEMENT (this “Agreement”) made and entered into as of this 19th day of February, 2015 by and among Carey Financial, LLC, a Delaware limited liability company (the “Dealer Manager”), Carey Watermark Investors 2 Incorporated, a Maryland corporation (the “Company”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 22nd, 2019 • Carey Watermark Investors 2 Inc • Real estate investment trusts • Maryland
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), is made and entered into as of October 22, 2019, by and between W. P. Carey Inc., a Maryland corporation (“WPC”), and Carey Watermark Investors 2 Incorporated, a Maryland corporation (“Recipient”). For purposes of this Agreement, WPC is sometimes referred to as a “Service Provider.” Service Provider and Recipient are each referred to herein individually as a “Party” and collectively as “Parties.” Capitalized terms used but not otherwise defined herein shall have the meaning ascribed thereto in the Internalization Agreement (as hereinafter defined).
ADVISORY AGREEMENTAdvisory Agreement • May 15th, 2015 • Carey Watermark Investors 2 Inc • Real estate investment trusts • New York
THIS ADVISORY AGREEMENT, dated as of February 9, 2015, is among CAREY WATERMARK INVESTORS 2 INCORPORATED, a Maryland corporation ("CWI 2"), CWI 2 OP, LP, a Delaware limited partnership of which CWI 2 is the general partner (the "Operating Partnership"), and CAREY LODGING ADVISORS, LLC, a Delaware limited liability company (the "Advisor").
PAYMENT GUARANTYPayment Guaranty • November 13th, 2017 • Carey Watermark Investors 2 Inc • Real estate investment trusts • New York
THIS PAYMENT GUARANTY (this “Guaranty”) is made as of October 19, 2017 by CAREY WATERMARK INVESTORS 2 INC., a Maryland corporation having an address at 50 Rockefeller Plaza, 2nd Floor, New York, NY 10020 (“Guarantor”), in favor of W. P. CAREY INC., a Maryland corporation, having an address at 50 Rockefeller Plaza, 2nd Floor, New York, NY 10020 (“Lender”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • May 15th, 2015 • Carey Watermark Investors 2 Inc • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT is made and entered into this ___ day of _____________, 2015 ("Agreement"), by and between Carey Watermark Investors 2 Incorporated, a Maryland corporation (the "Company"), and ____________ ("Indemnitee").
LOAN AGREEMENTLoan Agreement • November 13th, 2017 • Carey Watermark Investors 2 Inc • Real estate investment trusts • New York
THIS LOAN AGREEMENT (this “Agreement”), dated as of the date set forth on the cover page of this Agreement, is made by and between CWI 2 OP, LP, a Delaware limited partnership (“Borrower”), and W. P. CAREY INC., a Maryland corporation (“Lender”).
AGREEMENT FOR SALE AND PURCHASE OF HOTEL LE MÉRIDIEN ARLINGTON ARLINGTON, VA By and Between HEI ROSSLYN, LLC, a Delaware limited liability company (“Seller”) andAgreement for Sale • July 5th, 2016 • Carey Watermark Investors 2 Inc • Real estate investment trusts • Virginia
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 13th, 2017 • Carey Watermark Investors 2 Inc • Real estate investment trusts • New York
THIS PLEDGE AND SECURITY AGREEMENT (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), is made as of October 19, 2017, by CWI 2 OP, LP, a Delaware limited partnership, having an address at 50 Rockefeller Plaza, 2nd Floor, New York, NY 10020 (“Pledgor”) for the benefit of W. P. CAREY INC., a Maryland corporation having an address of 50 Rockefeller Plaza, 2nd Floor, New York, NY 10020 (together with its successors and assigns, collectively, “Lender”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CWI KEY BISCAYNE HOTEL, LLCLimited Liability Company Agreement • June 4th, 2015 • Carey Watermark Investors 2 Inc • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CWI KEY BISCAYNE HOTEL, LLC (the “Company”) is entered into as of this 29th day of May, 2015, by CWI OP, LP, a Delaware limited partnership (the “CWI Member”), and CWI 2 OP, LP, a Delaware limited partnership (the “OP2 Member”).
WATERMARK LODGING TRUST, INC. ______ EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 12th, 2021 • Watermark Lodging Trust, Inc. • Real estate investment trusts • Maryland
AGREEMENT by and between Watermark Lodging Trust, Inc., a Maryland corporation (the “Company”), and Employee Name (the “Grantee”), dated as of the ______ day of ______ (the “Effective Date”).
March 27, 2020 STRICTLY CONFIDENTIAL Carey Watermark Investors 2 Incorporated New York, NY 10020Carey Watermark Investors 2 Inc • March 31st, 2020 • Real estate investment trusts
Reference is made to (x) the Agreement and Plan of Merger, dated as of October 22, 2019 (the “Merger Agreement”), by and among Carey Watermark Investors 2 Incorporated, Apex Merger Sub LLC, and Carey Watermark Investors Incorporated and (y) the letter agreement, dated as of March 10, 2020 (the “Closing Dividend Letter Agreement”), by and among Carey Watermark Investors 2 Incorporated, Apex Merger Sub LLC, and Carey Watermark Investors Incorporated. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Merger Agreement. This letter agreement confirms the agreement among the Parties with respect to the suspension of dividends of each of REIT I and REIT II and extension of the Outside Date under the Merger Agreement.
PROMISSORY NOTECarey Watermark Investors 2 Inc • November 13th, 2017 • Real estate investment trusts • New York
This Promissory Note (this “Note”) is secured by, among other things, the Pledge and Security Agreement, dated as of even date herewith given by Borrower to Lender (the “Pledge Agreement”), identifying this Note and the Loan Agreement as obligations secured thereby and encumbering the Collateral.
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • November 13th, 2018 • Carey Watermark Investors 2 Inc • Real estate investment trusts • New York
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is effective as of September 30, 2018 (the “Effective Date”), by and among CWI 2 OP LP, a Delaware limited partnership (“Borrower”), and W. P. Carey Inc., a Maryland corporation (“Lender”).
COMMITMENT AGREEMENTCommitment Agreement • October 22nd, 2019 • Carey Watermark Investors 2 Inc • Real estate investment trusts • Delaware
THIS COMMITMENT AGREEMENT (this “Agreement”) is made and entered into as of October 1, 2019 (“Effective Date”), by and between Watermark Capital Partners, LLC, a Delaware limited liability company (“Watermark”), Carey Watermark Investors Incorporated, a Maryland corporation (“CWI 1”), Carey Watermark Investor 2 Incorporated, a Maryland corporation (“CWI 2,” and together with CWI 1, the “CWI Parties”) and Michael Medzigian (“Medzigian”) as to the covenants in Section 1.1(c). Watermark, CWI 1 and CWI 2 are collectively referred to herein as the “Parties” and each as a “Party.”
EMPLOYMENT AGREEMENTEmployment Agreement • October 22nd, 2019 • Carey Watermark Investors 2 Inc • Real estate investment trusts • Illinois
AGREEMENT (the “Agreement”) by and among Carey Watermark Investors 2 Incorporated and any successor in interest thereto (the “Employer”), and Michael G. Medzigian (the “Executive”), executed on October 22, 2019 (the “Effective Date”).
AGREEMENT FOR SALE AND PURCHASE OF HOTEL SAN DIEGO MARRIOTT LA JOLLA SAN DIEGO, CALIFORNIA By and BetweenAssignment and Assumption Agreement • July 27th, 2016 • Carey Watermark Investors 2 Inc • Real estate investment trusts • California
The Hertz Corporation. Lease is in full force and effect; no written notice of default; no default of monetary obligation or material non-monetary obligation; expiration date is December 31, 2019, and the lease is terminable by either party upon six months’ written notice
FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF HOTELAgreement for Purchase and Sale • July 27th, 2016 • Carey Watermark Investors 2 Inc • Real estate investment trusts • California
This FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF HOTEL (this “Amendment”) dated as of June 15, 2016, is entered into y and between HEI LA JOLLA LLC, a Delaware limited liability company (“Seller”), and CWI 2 LA JOLLA HOTEL, LP, a Delaware limited partnership (“Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 24th, 2020 • Watermark Lodging Trust, Inc. • Real estate investment trusts • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 21, 2020 among Watermark Lodging Trust, Inc., a Maryland corporation (the “Company”), CWI 2 OP, LP, a Delaware limited partnership (the “Operating Partnership”), ACP Watermark Investment LLC, a Delaware limited liability company (the “Purchaser”), and Ascendant Capital Fund LP, a Delaware limited partnership (“Ascendant Guarantor”), Oaktree Special Situation Fund II AIF Holdings (Delaware), L.P., a Delaware limited partnership (“Oaktree Guarantor 1”), Oaktree Huntington Investment Fund II AIF (Delaware), L.P., a Delaware limited partnership (“Oaktree Guarantor 2”), Oaktree Star Investment Fund II AIF (Delaware), L.P., a Delaware limited partnership (“Oaktree Guarantor 3”) and Oaktree Real Estate Opportunities Fund VIII, L.P., a Cayman Islands limited partnership (“Oaktree Guarantor 4”, and together with Ascendant Guarantor, Oaktree Guarantor 1, Oaktree Guarantor 2 and Oaktree Guarantor 3, the "Guarantors") solely
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 24th, 2020 • Watermark Lodging Trust, Inc. • Real estate investment trusts • New York
THIS INVESTOR RIGHTS AGREEMENT (this "Agreement"), dated as of July 24, 2020, is by and among WATERMARK LODGING TRUST, INC., a Maryland corporation (the "Company"), CWI 2 OP, LP, a Delaware limited partnership (the "Operating Partnership") and ACP WATERMARK INVESTMENT LLC, a Delaware limited liability company (the “Purchaser”). The Purchaser and any other Person who may become a party hereto pursuant to Section 6(c) are referred to individually as a "Stockholder" and collectively as the "Stockholders."
FIRST AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • January 28th, 2016 • Carey Watermark Investors 2 Inc • Real estate investment trusts • Washington
This FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”) dated as of January 22, 2016 is entered into by and among WPPI BELLEVUE MFS, LLC, a Washington limited liability company (“WPPI”), CWI 2 BELLEVUE HOTEL, LLC, a Delaware limited liability company (f/k/a CWI Bellevue Hotel, LLC) (the “Company”), CWI OP, LP, a Delaware limited partnership (“CWI-1”), and CWI 2 OP, LP, a Delaware limited partnership (“CWI-2 Member”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG CAREY WATERMARK INVESTORS 2 INCORPORATED, APEX MERGER SUB LLC, AND CAREY WATERMARK INVESTORS INCORPORATED DATED AS OF OCTOBER 22, 2019Agreement and Plan of Merger • October 22nd, 2019 • Carey Watermark Investors 2 Inc • Real estate investment trusts • Maryland
THIS AGREEMENT AND PLAN OF MERGER, dated as of October 22, 2019 (this “Agreement”), is made and entered into by and among Carey Watermark Investors Incorporated, a Maryland corporation (“REIT I”), Carey Watermark Investors 2 Incorporated, a Maryland corporation (“REIT II”), and Apex Merger Sub LLC, a Maryland limited liability company and a direct wholly owned subsidiary of REIT II (“Merger Sub”). Each of REIT I, REIT II and Merger Sub is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,...Joinder Agreement • July 24th, 2020 • Watermark Lodging Trust, Inc. • Real estate investment trusts • New York
This Warrant Certificate (this “Warrant Certificate”) certifies that ACP Watermark Investment LLC or its registered assigns (the “Holder”), for value received, is the registered holder of the number of warrants (“warrants”) set forth above to purchase Class A operating partnership units (“OP Units”) of CWI 2 OP, LP, a Delaware limited partnership (the “Partnership”), in accordance with the provisions of Section 1 hereof. This Warrant Certificate and the warrants issued thereunder are being issued pursuant to that certain Securities Purchase Agreement, dated as of July 21, 2020, by and among the Partnership, Watermark Lodging Trust, Inc. (the “REIT”), the Holder and the other parties thereto (the “Securities Purchase Agreement”). References in this Warrant Certificate to this “Warrant” shall mean any and all warrants issued and outstanding under this Warrant Certificate.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 15th, 2015 • Carey Watermark Investors 2 Inc • Real estate investment trusts • New York
THIS INDEMNIFICATION AGREEMENT is made and entered into this 9th day of February, 2015 ("Agreement"), by and between Carey Watermark Investors 2 Incorporated, a Maryland corporation (the "Company"), and CWA2, LLC, an Illinois limited liability company (the "Subadvisor").
FORM OF SELECTED DEALER AGREEMENT WITH CAREY FINANCIAL, LLCSelected Dealer Agreement • May 15th, 2015 • Carey Watermark Investors 2 Inc • Real estate investment trusts
Carey Financial, LLC (the “Dealer Manager”) entered into a dealer manager agreement, dated as of ____________, 2015 (the “Dealer Manager Agreement”), with Carey Watermark Investors 2 Incorporated, a Maryland corporation (the “Company”), under which the Dealer Manager agreed to use its best efforts to solicit subscriptions in connection with the public offering (the “Offering”) for its shares of common stock, $.001 par value per share, as described in the Dealer Manager Agreement commencing on the initial Effective Date (as defined below). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings therefor as in the Dealer Manager Agreement.
SUBADVISORY AGREEMENT BETWEEN CAREY LODGING ADVISORS, LLC, and CWA2, LLC Dated as of , 2015Subadvisory Agreement • January 16th, 2015 • Carey Watermark Investors 2 Inc • Real estate investment trusts • New York
This SUBADVISORY AGREEMENT dated as of [•], 2015 (the “Effective Date”), between CAREY LODGING ADVISORS, LLC, a Delaware limited liability company (the “Advisor”), and CWA2, LLC, an Illinois limited liability company (the “Subadvisor,” and together with Advisor, the “Parties” and each a “Party”).
AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 6, 2022 BY AND AMONG Watermark Lodging Trust, INC., CWI 2 OP, LP, The Parent Entities Named Herein, Ruby Merger Sub I LLC AND Ruby Merger Sub II LPAgreement and Plan of Merger • May 9th, 2022 • Watermark Lodging Trust, Inc. • Real estate investment trusts • Maryland
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of May 6, 2022, is by and among Watermark Lodging Trust, Inc., a Maryland corporation (the "Company"), Ruby I Holdings LLC, a Delaware limited liability company ("Parent 1"), Ruby II Holdings LLC, a Delaware limited liability company ("Parent 2"), Ruby III Holdings LLC, a Delaware limited liability company ("Parent 3"), and Ruby IV Holdings LLC, a Delaware limited liability company ("Parent 4"; each of Parent 1, Parent 2, Parent 3 and Parent 4 is referred to herein as a "Parent Entity" and such entities are collectively referred to as the "Parent Entities"), Ruby Merger Sub I LLC, a Maryland limited liability company ("Merger Sub I"), Ruby Merger Sub II LP, a Delaware limited partnership ("Merger Sub II"), and CWI 2 OP, LP, a Delaware limited partnership (the "Partnership").
AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • July 19th, 2016 • Carey Watermark Investors 2 Inc • Real estate investment trusts
This AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) dated as of June 13, 2016, is entered into by and among SP6 SAN JOSE HOTEL OWNER, LLC, a Delaware limited liability company, having an address at 515 S. Flower Street, Suite 3100, Los Angeles, California 90071 (“Fee Seller”), and SP6 SAN JOSE HOTEL LESSEE, LLC, a Delaware limited liability company, having an address at 515 S. Flower Street, Suite 3100, Los Angeles, California 90071 (“TRS Seller”; TRS Seller and Fee Seller, each, a “Seller” and, collectively, “Seller”), and CWI 2 SAN JOSE HOTEL, LP, a Delaware limited partnership, having an address at 272 East Deerpath Road, Suite 320, Lake Forest, Illinois 60045 (“Purchaser”).
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 12th, 2020 • Carey Watermark Investors 2 Inc • Real estate investment trusts • New York
THIS SECOND AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is dated November 8, 2019 and effective as of September 26, 2019 (the “Effective Date”), by and between CWI 2 OP LP, a Delaware limited partnership (“Borrower”), and WPC HOLDCO LLC, a Maryland limited liability company (“Lender”).
ContractEmployment Agreement • June 24th, 2022 • Watermark Lodging Trust, Inc. • Real estate investment trusts • Illinois
Certain confidential information contained in this document, marked by [***], has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) is the type that the registrant customarily and actually treats as private or confidential.
AGREEMENT FOR SALE AND PURCHASE OF HOTELAgreement for Sale and Purchase of Hotel • May 7th, 2015 • Carey Watermark Investors 2 Inc • Real estate investment trusts • Tennessee
THIS AGREEMENT FOR SALE AND PURCHASE OF HOTEL (this “Agreement”), dated as of February 13, 2015 (the “Effective Date”), is entered into by and between NASHVILLE HOTEL GROUP, LLC, a South Carolina limited liability company (“Seller”), and CWI NASHVILLE DOWNTOWN HOTEL, LLC, a Delaware limited liability company (“CWI”). Seller and CWI are sometimes referred to collectively in this Agreement as the “Parties” and individually as a “Party.”
FIRST AMENDMENT TO AGREEMENT FOR SALE AND PURCHASE OF HOTELAgreement for Sale and Purchase of Hotel • July 5th, 2016 • Carey Watermark Investors 2 Inc • Real estate investment trusts • Virginia
This FIRST AMENDMENT TO AGREEMENT FOR SALE AND PURCHASE OF HOTEL (this “Amendment”) dated as of June 24, 2016, is entered into by and between HEI ROSSLYN LLC, a Delaware limited liability company (“Seller”), and CWI 2 ARLINGTON HOTEL, LLC, a Delaware limited liability company (“Purchaser”).
STRICTLY CONFIDENTIAL April 13, 2020 Carey Watermark Investors 2 IncorporatedCarey Watermark Investors 2 Inc • April 13th, 2020 • Real estate investment trusts • Illinois
