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."
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.
