CAREY FINANCIAL, LLC FORM OF DEALER MANAGER AGREEMENTDealer Manager Agreement • January 16th, 2015 • Carey Watermark Investors 2 Inc • Real estate investment trusts • New York
AGREEMENT OF LIMITED PARTNERSHIP OF CWI 2 LIMITED PARTNERSHIPCarey Watermark Investors 2 Inc • January 16th, 2015 • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF CWI 2 LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), dated as of , 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.
ADVISORY AGREEMENTAdvisory Agreement • January 16th, 2015 • Carey Watermark Investors 2 Inc • Real estate investment trusts • New York
THIS ADVISORY AGREEMENT, dated as of , 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”).
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”).
