FORM OF AGREEMENT OF LIMITED PARTNERSHIP OF CWI LIMITED PARTNERSHIPCarey Watermark Investors Inc • March 26th, 2008 • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF CWI LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), dated as of , 2008 (the “Effective Date”), is entered into by and among Carey Watermark Investors Incorporated, a Maryland corporation holding both general partner and limited partner interests in the Partnership (the “General Partner”), and Carey Watermark Holdings, 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 ADVISORY AGREEMENTForm of Advisory Agreement • March 26th, 2008 • Carey Watermark Investors Inc • New York
THIS ADVISORY AGREEMENT, dated as of [ l ], 2008, is among CAREY WATERMARK INVESTORS INCORPORATED, a Maryland corporation (“CWI”), CWI LIMITED PARTNERSHIP, a Delaware limited partnership of which CWI is a general partner (the “Operating Partnership”), and CAREY WATERMARK ADVISORS, LLC, a Delaware limited liability company (the “Advisor”).
