AGREEMENT, WAIVER AND CONSENT BY PREFERRED STOCKHOLDERSAgreement, Waiver and Consent by Preferred Stockholders • June 20th, 2012 • MHI Hospitality CORP • Real estate investment trusts
This Agreement, Waiver and Consent by Preferred Stockholders (the “Agreement, Waiver and Consent”) is entered into as of June 15, 2012 among Essex Illiquid, LLC, a Delaware limited liability company (“Essex Illiquid”), Richmond Hill Capital Partners, LP, a Delaware limited Partnership (“Richmond Hill”, and together with Essex Illiquid, the “Preferred Stockholders”), and MHI Hospitality Corporation, a Maryland corporation (the “Corporation”). Capitalized terms used in this Agreement, Waiver and Consent but not otherwise defined herein have the respective meanings ascribed thereto in the Articles Supplementary for Series A Cumulative Redeemable Preferred Stock, executed by the Corporation on April 18, 2011 (the “Articles Supplementary”).
AMENDMENT NO. 2 TO NOTE AGREEMENTTo Note Agreement • June 20th, 2012 • MHI Hospitality CORP • Real estate investment trusts • New York
THIS AMENDMENT NO. 2 (the “Amendment”) to the Note Agreement dated as of April 18, 2011 (as previously amended by Amendment No. 1 thereto dated December 21, 2011, the “Agreement”), by and among MHI Hospitality Corporation, a Maryland corporation (the “Borrower”), and each lender a party thereto 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, a Delaware limited liability company, as agent for the Lenders (the “Agent”, and collectively with the Borrower and the Lenders, the “Parties”), is made and entered into by and among the Parties as of June 15, 2012 (subject to the conditions precedent to effectiveness set forth in Section 2 hereof, the “Amendment Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.
