Form DEFA14A Watermark Lodging Trust,

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934

Date of report (Date
of earliest event reported): May 6, 2022

WATERMARK LODGING TRUST, INC.

(Exact name of registrant as specified
in its charter)

Maryland

(State or other jurisdiction of
incorporation)

000-55461

(Commission
File Number)

46-5765413

(IRS
Employer Identification No.)

150 N.
Riverside Plaza

Chicago,
Illinois

(Address
of principal executive offices)

60606

(Zip
code)

Registrant’s
telephone number, including area code: (847) 482-8600

(Former
name or former address, if changed since last report): Not Applicable

Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered
pursuant to Section 12(b) of the Act: None

Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry Into a Material
Definitive Agreement

Agreement
and Plan of Merger

On May 6, 2022, Watermark
Lodging Trust, Inc., a Maryland corporation (“WLT” or the “Company”), CWI 2 OP, LP, a Delaware limited partnership
and the operating partnership of the Company (the “Partnership”), the named “Parent Entities,” each a Delaware limited
liability company, Ruby Merger Sub I LLC, a Maryland limited liability company (“Merger Sub I”), and Ruby Merger Sub II LP,
a Delaware limited partnership (“Merger Sub II”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).
The Parent Entities, Merger Sub I and Merger Sub II are affiliates of private real estate funds managed by Brookfield (the “Guarantors”).
Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the closing of the Mergers (the “Closing”),
Merger Sub II will merge with and into the Partnership (the “Partnership Merger”), and, immediately following the Partnership
Merger, Merger Sub I will merge with and into the Company (the “Company Merger” and, together with the Partnership Merger,
the “Mergers”). Upon completion of the Partnership Merger, the Partnership will survive and the separate existence of Merger
Sub II will cease (the “Surviving Partnership”). Upon completion of the Company Merger, the Company will survive and the separate
existence of Merger Sub I will cease (the “Surviving Company”). The Mergers and the other transactions contemplated by the
Merger Agreement were unanimously approved by the Company’s Board of Directors (the “Company Board”).

Merger
Consideration. Pursuant to the terms and conditions of the Merger Agreement, at the effective time of the Company Merger
(the “Company Merger Effective Time”), among other things:

	·	Company Shares: each share of Class A Common Stock of the Company, par value $0.001 per share (each, a “Company Class A Share”), that is issued and outstanding immediately prior to the Company Merger Effective Time will automatically be converted into the right to receive an amount in cash equal to $6.768, without interest. Each share of Class T Common Stock of the Company, par value $0.001 per share (each, a “Company Class T Share,” and together with the Company Class A Shares, the “Company Shares”), that is issued and outstanding immediately prior to the Company Merger Effective Time will automatically be converted into the right to receive an amount in cash equal to $6.699, without interest;

	·	Series B Preferred Stock: each share of Series B Cumulative Redeemable Preferred Stock of the Company, par value $0.001 per share (each, a “Company Series B Preferred Share”), issued and outstanding immediately prior to the Company Merger Effective Time shall be automatically converted into the right to receive the optional redemption price per share determined in accordance with the Series B Articles Supplementary (as defined in the Merger Agreement); and prior to Closing, the Company will provide a notice of optional redemption and fundamental change to the holders of record of Company Series B Preferred Shares in accordance with the Series B Articles Supplementary and the Merger Agreement; and

	·	Warrants: the outstanding warrants to purchase Class A Partnership Units (and any other Callable Securities (as defined in the Merger Agreement)) will be redeemed immediately prior to the Company Merger Effective Time at the call price specified in the warrant agreement governing the warrants, in accordance with the Merger Agreement.

Class A Partnership
Units. Pursuant to the terms and conditions of the Merger Agreement, at the effective time of the Partnership Merger (the “Partnership
Merger Effective Time”), each outstanding Class A Unit of the Partnership (a “Class A Partnership Unit”), other
than Class A Partnership Units held by the Company, that is issued and outstanding immediately prior to the Partnership Merger Effective
Time will automatically be converted into, and will be cancelled in exchange for, the right to receive $6.768 in cash, without interest (the
“Per Partnership Unit Merger Consideration”).

Company Restricted Stock
Units. Pursuant to the terms and conditions of the Merger Agreement, immediately prior to the Company Merger Effective Time, each
award of restricted stock units (each, a “Company RSU Award”) that is outstanding immediately prior to the Company Merger Effective
Time shall be cancelled in exchange for a payment in an amount in cash equal to (i) the number of Company Shares subject to the Company
RSU Award immediately prior to the Company Merger Effective Time multiplied by (ii) $6.768 (less any applicable income and employment
withholding taxes).

Closing, Closing Conditions. The
consummation of the Mergers is subject to certain customary closing conditions, including, among others, (i) approval of the Company
Merger by the affirmative vote of a majority of all of the votes entitled to be cast on the matter (the “Company Requisite Vote”),
(ii) the absence of injunctions, orders or legal restraints that are then in effect and that have the effect of restricting, preventing
or prohibiting consummation of the Mergers, (iii) as a condition to the Parent Entities’, Merger Sub I’s and Merger Sub II’s obligations
to close, the receipt by the Parent Entities of the opinion of tax counsel to the Company with respect to certain tax matters, and (iv)
as a condition to the Parent Entities’, Merger Sub I’s and Merger Sub II’s obligations to close, the absence of a Company Material Adverse
Effect (as defined in the Merger Agreement) after the date of the Merger Agreement. The obligations of the parties to consummate the
Mergers are not subject to any financing condition or the receipt of any financing by the Parent Entities, Merger Sub I or Merger Sub
II.

Under the Merger Agreement,
the Closing shall not be required to occur prior to the earlier of (i) a date specified by the Parent Entities, Merger Sub I and Merger
Sub II on no less than three business days’ notice; and (ii) October 21, 2022.

Representations, Warranties
and Covenants. The Merger Agreement contains customary representations, warranties and covenants, including, among others, covenants
requiring the Company and its subsidiaries to use commercially reasonable efforts to, in all material respects, carry on their respective
businesses in the ordinary course of business and, subject to certain exceptions, restricting the Company from engaging in certain financing,
acquisition and other operating activities without the Parent Entities’ prior written consent (not to be unreasonably withheld, delayed
or conditioned) during the period between the date of the Merger Agreement and the Partnership Merger Effective Time. The Merger Agreement
requires the Company to convene a stockholders’ meeting for purposes of obtaining the Company Requisite Vote, except if the Company Board
effects an Adverse Recommendation Change (as defined in the Merger Agreement).

Certain Employment Matters.
The Merger Agreement permits the Company to implement retention and severance arrangements with employees, including: (i) a retention
plan under which up to an aggregate of $4,000,000 of retention awards will be made to employees in consideration of their agreement to
stay at the Company through a post-Closing services period; (ii) a severance plan that will provide employees who do not otherwise have
existing severance arrangements with severance of four months of base salary and a prorated target annual bonus if the individual’s employment
is terminated under certain circumstances during the 12 months after the Closing; and (iii) the acceleration of 2022 cash bonus payments
to a date prior to the Closing.

Non-solicitation. Under
the Merger Agreement, the Company has agreed to cease any solicitations, discussions, negotiations or communications with any person
with respect to any alternative acquisition proposal; not to solicit, initiate, knowingly encourage or knowingly facilitate any inquiry,
discussion, offer, request or proposal that constitutes, or could reasonably be expected to lead to, an alternative acquisition proposal;
and, subject to certain exceptions, not to engage in discussions or negotiations concerning, or provide non-public information to a third
party in connection with, any alternative acquisition proposal. However, the Company may, prior to obtaining the Company Requisite Vote,
engage in discussions or negotiations with, and provide non-public information to, a third party which has made an unsolicited written bona
fide alternative acquisition proposal, if the Company Board determines in good faith, after consultation with outside legal
counsel and financial advisors, that such alternative acquisition proposal constitutes, or would reasonably be expected to lead to, a
Superior Proposal (as defined in the Merger Agreement).

Prior to
obtaining the Company Requisite Vote, the Company Board may, in certain circumstances, effect an Adverse Recommendation Change (as defined
in the Merger Agreement), subject to complying with specified notice requirements to the Parent Entities and other conditions set forth
in the Merger Agreement.

Termination
of the Merger Agreement. The Merger Agreement may be terminated:

by either party if (i) a governmental authority issues
a final and non-appealable ruling or takes other action to permanently prohibit consummation of the Mergers, or (ii) the Mergers
are not consummated on or before November 7, 2022 (the “Outside Date”), or (iii) the Company Requisite Vote is not
obtained at the stockholders’ meeting or any adjournment or postponement thereof;

	·	by the Company if (i) prior to obtaining the Company Requisite Vote, the Company Board approves, and concurrently with termination of the Merger Agreement the Company enters into, a definitive agreement with a third party providing for the implementation of a Superior Proposal that did not result from a breach of the non-solicitation provisions described above and only if the Company pays the applicable termination fee to the Parent Entities prior to or concurrently with such termination, or (ii) there is a breach of the Merger Agreement by the Parent Entities, Merger Sub I or Merger Sub II that would result in the failure of certain closing conditions to be satisfied by the Outside Date, or (iii) certain closing conditions are satisfied, the Company notifies the Parent Entities that such closing conditions are satisfied and the Company and Partnership are ready to consummate the Closing, and the Parent Entities, Merger Sub I and Merger Sub II fail to consummate the Closing within three business days after such notice; or

	·	by the Parent Entities if (i) the Company Board makes an Adverse Recommendation Change, or (ii) the Company fails to publicly recommend against a tender offer or exchange offer that constitutes an alternative acquisition proposal within 10 business days after commencement thereof, or (iii) the Company Board fails to publicly reaffirm its recommendation within 10 business days after an alternative acquisition proposal has been publicly announced, or (iv) the Company enters into an Alternative Acquisition Agreement (as defined in the Merger Agreement), or (v) there is a breach of the Merger Agreement by the Company or the Partnership that would result in the failure of certain closing conditions to be satisfied by the Outside Date.

The Company will be required
to pay a termination fee to the Parent Entities equal to $50,000,000 if the Merger Agreement is terminated in the following circumstances:

	·	the Parent Entities terminate the Merger Agreement after the Company Board makes an Adverse Recommendation Change, the Company fails to publicly recommend against a tender offer or exchange offer that constitutes an alternative acquisition proposal within 10 business days after commencement thereof, the Company Board fails to publicly reaffirm its recommendation within 10 business days after an alternative acquisition proposal has been publicly announced, or the Company enters into an Alternative Acquisition Agreement, or

	·	the Company terminates the Merger Agreement and concurrently enters into a definitive agreement with a third party providing for the implementation of a Superior Proposal that did not result from a breach of the non-solicitation provisions described above, or

	·	all of the following occur: (A) an alternative acquisition proposal is received by the Company or its representative or is publicly communicated, and (B) the Company or the Parent Entities terminate the Merger Agreement because the Outside Date is reached or due to the failure to obtain the Company Requisite Vote, or the Parent Entities terminate the Merger Agreement for certain breaches by the Company of its representations, warranties or covenants, and (C) within 12 months of such termination, the Company enters into an alternative transaction or consummates a transaction for more than 50% of the Company’s stock or assets.

The Company will be required
to reimburse the Parent Entities for certain expenses up to $10,000,000 in the event that the Company or the Parent Entities terminate
the Merger Agreement if the Company Requisite Vote is not obtained at a duly held stockholders’ meeting or adjournment or postponement
thereof.

The Parent Entities will
be required to pay a termination fee equal to $150,000,000 (the “Parent Termination Fee”) if the Merger Agreement is terminated
in the following circumstances:

	·	the Company terminates the Merger Agreement for certain breaches by the Parent Entities of their representations, warranties or covenants or because the Parent Entities fail to close when required to do so (as described above), or

	·	the Parent Entities terminate the Merger Agreement because Closing has not occurred on or after the Outside Date and, at such time, the Company would have been entitled to terminate the Merger Agreement as a result of a breach by the Parent Entities or because the Parent Entities fail to close when required to do so (as described above).

Receipt of
the Parent Termination Fee is the Company’s sole and exclusive remedy for losses or damages suffered by the Company or its affiliates
or representatives in connection with the Merger Agreement and the transactions contemplated by the Merger Agreement, other than certain
litigation expenses in enforcing its right to the Parent Termination Fee and certain indemnification and reimbursement rights related
to cooperation with the Parent Entities’ financing plan and cooperation with potential corporate restructuring or asset sales. The Guarantors
have severally guaranteed certain such payment obligations of the Parent Entities under the Merger Agreement up to $155,000,000.

The foregoing
description of the Merger Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference
to the full text of the Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference. The Merger
Agreement has been attached as an exhibit to provide stockholders with information regarding its terms and conditions. It is not intended
to provide any other factual or financial information about the Company, the Partnership, the Parent Entities, Merger Sub I, Merger Sub
II or any of their respective affiliates or businesses. The representations, warranties, covenants and agreements contained in the Merger
Agreement were made only for the purposes of such agreement and as of specified dates, were solely for the benefit of the parties to
such agreement, and may be subject to limitations agreed upon by such parties. The representations and warranties have been qualified
by confidential disclosures made for purposes of allocating contractual risk between the parties to the Merger Agreement, instead of
establishing these matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those
applicable to investors. Stockholders should not rely on the representations, warranties, covenants or agreements contained in the Merger
Agreement or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company, the Partnership,
the Parent Entities, Merger Sub I, Merger Sub II or any of their respective affiliates or businesses. Moreover, information concerning
the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information
may or may not be fully reflected in the Company’s public disclosures. The Merger Agreement should not be read alone but should instead
be read in conjunction with the other information regarding the Company, the Partnership, the Parent Entities, Merger Sub I, Merger Sub
II and their respective affiliates and the transactions contemplated by the Merger Agreement that will be contained in or attached as
an annex to the proxy statement that the Company will file in connection with the transactions contemplated by the Merger Agreement,
as well as in the other filings that the Company will make with the SEC.

Additional Information and Where to Find
It

This communication relates
to the proposed merger transaction involving the Company. In connection with the proposed merger, the Company will file relevant materials
with the Securities and Exchange Commission (the “SEC”), including a proxy statement on Schedule 14A (the “Proxy Statement”).
This communication is not a substitute for the Proxy Statement or for any other document that the Company may file with the SEC and send
to the Company’s stockholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO
READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies
of the Proxy Statement and other documents filed by the Company with the SEC through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed by the Company with the SEC will be available free of charge on the Company’s website at www.watermarklodging.com
or by contacting the Company’s Investor Relations Department at (855) WLT REIT (958-7348).

Participants in the Solicitation

The Company and its directors
and executive officers may be considered participants in the solicitation of proxies with respect to the proposed transaction under the
rules of the SEC. Information about the directors and executive officers of the Company is set forth in its Annual Report on Form 10-K/A for
the year ended December 31, 2021, which was filed with the SEC on April 27, 2022 and subsequent documents filed with the SEC. Additional
information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security
holdings or otherwise, will also be included in the Proxy Statement and other relevant materials to be filed with the SEC when they become
available. Investors should read the Proxy Statement carefully when it becomes available before making any voting or investment decisions.

Forward-Looking Statements

The forward-looking statements
contained in this communication, including statements regarding the proposed merger transaction and the timing and benefits of such transaction,
are subject to various risks and uncertainties. Although the Company believes the expectations reflected in any forward-looking statements
contained herein are based on reasonable assumptions, there can be no assurance that such expectations will be achieved. Forward-looking
statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally
identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,”
“project,” or other similar expressions. Such statements involve known and unknown risks, uncertainties and other factors that
may cause the actual results of the Company to differ materially from future results, performance or achievements projected or contemplated
in the forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) risks
associated with the Company’s ability to obtain the stockholder approval required to consummate the merger and the timing of the closing
of the merger, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that
the closing of the merger will not occur, (ii) the outcome of any legal proceedings that may be instituted against the parties and
others related to the merger agreement, (iii) unanticipated difficulties or expenditures relating to the transaction, the response
of business partners and competitors to the announcement of the transaction, and/or potential difficulties in employee retention as a
result of the announcement and pendency of the transaction, (iv) the possible failure of the Company to maintain its qualification
as a REIT, and (v) those additional risks and factors discussed in reports filed with the SEC by the Company from time to time,
including those discussed under the heading “Risk Factors” in the Company’s most recently filed Annual Report on Form 10-K, as
updated by subsequent Quarterly Reports on Form 10-Q and other reports filed with the SEC. The Company undertakes no obligation
to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors should
not place undue reliance upon forward-looking statements.

Item 8.01 Other Events

Press
Release

On May 6, 2022, WLT issued
a press release announcing, among other things, WLT’s entry into the Merger Agreement. A copy of that press release is furnished as Exhibit 99.1
hereto and is incorporated herein by reference.

The
press release shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act,
or otherwise subject to the liabilities of that Section. The information in this Item 8.01, including Exhibit 99.1, shall not be
deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation
language in the filing.

Item 9.01 Financial Statements
and Exhibits

(d) Exhibits

Exhibit No.		Description of Exhibit
2.1		Agreement and Plan of Merger, dated as of May 6, 2022, by and among Watermark Lodging Trust, Inc., the Parent Entities named therein, Ruby Merger Sub I LLC, Ruby Merger Sub II LP, and CWI 2 OP, LP.*
99.1		Press release issued on May 6, 2022.
99.2		Letter from Watermark Lodging Trust, Inc. to stockholders.
99.3		Frequently asked questions and responses by Watermark Lodging Trust, Inc. for investors and financial advisors.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and exhibits have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon request by the SEC.

SIGNATURES

Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.

Date: May 6, 2022	Watermark Lodging Trust, Inc.

	By:	/s/ Michael G. Medzigian
		Michael G. Medzigian
		Chairman and Chief Executive Officer

Exhibit 2.1

EXECUTION VERSION

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 LP

Article I THE MERGERS		2
Section 1.1.	The Mergers	2
Section 1.2.	Governing Documents	2
Section 1.3.	Officers, General Partner and Limited Partners of the Surviving Entities	3
Section 1.4.	Effective Times	3
Section 1.5.	Closing of the Mergers	4
Section 1.6.	Effects of the Mergers	4
Section 1.7.	Tax Consequences	4
Article II MERGER CONSIDERATION; COMPANY SHARES; COMPANY PREFERRED SHARES; PARTNERSHIP UNITS		5
Section 2.1.	Effect on Company Shares; Effect on Company Preferred Shares	5
Section 2.2.	Partnership Unit Merger Consideration; Effect on Partnership Units	6
Section 2.3.	Treatment of Restricted Stock Unit Awards	7
Section 2.4.	Exchange Fund; Transfer Books	7
Section 2.5.	Exchange Procedures	8
Section 2.6.	Withholding Rights	10
Section 2.7.	Dissenters’ Rights	10
Section 2.8.	Adjustment of Certain Merger Consideration	10
Article III REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES		11
Section 3.1.	Organization and Qualification; Subsidiaries	11
Section 3.2.	Capitalization	12
Section 3.3.	Authority	14
Section 3.4.	No Conflict; Required Filings and Consents	15
Section 3.5.	Company SEC Documents; Financial Statements	16
Section 3.6.	Information Supplied	18
Section 3.7.	Absence of Certain Changes	18
Section 3.8.	Undisclosed Liabilities	19
Section 3.9.	Permits; Compliance with Laws	19
Section 3.10.	Litigation	20

Section 3.11.	Employee Benefits	20
Section 3.12.	Labor Matters	22
Section 3.13.	Tax Matters	23
Section 3.14.	Properties	26
Section 3.15.	Environmental Matters	29
Section 3.16.	Intellectual Property	30
Section 3.17.	Contracts	31
Section 3.18.	Opinion of Financial Advisor	33
Section 3.19.	Takeover Statutes	34
Section 3.20.	Vote Required	34
Section 3.21.	Insurance	34
Section 3.22.	Investment Company Act	34
Section 3.23.	Brokers	35
Section 3.24.	Acknowledgement of No Other Representations or Warranties	35
Article IV REPRESENTATIONS AND WARRANTIES OF THE PARENT ENTITIES, MERGER SUB I AND MERGER SUB II		36
Section 4.1.	Organization	36
Section 4.2.	Authority	37
Section 4.3.	No Conflict; Required Filings and Consents	37
Section 4.4.	Litigation	38
Section 4.5.	Brokers	38
Section 4.6.	Information Supplied	39
Section 4.7.	Merger Sub I and Merger Sub II	39
Section 4.8.	Sufficient Funds	39
Section 4.9.	Guaranty	41
Section 4.10.	Solvency	41
Section 4.11.	Absence of Certain Arrangements	41
Section 4.12.	Tax Matters	42
Section 4.13.	Acknowledgement of No Other Representations and Warranties	42
Article V COVENANTS AND AGREEMENTS		43
Section 5.1.	Conduct of Business by the Company Pending the Mergers	43
Section 5.2.	Access to Information	49
Section 5.3.	Proxy Statement	52

Section 5.4.	Company Shareholders’ Meeting	53
Section 5.5.	Appropriate Action; Consents; Filings	54
Section 5.6.	Solicitation; Acquisition Proposals; Adverse Recommendation Change	57
Section 5.7.	Public Announcements	60
Section 5.8.	Directors’ and Officers’ Indemnification	61
Section 5.9.	Employee Matters	63
Section 5.10.	Notification of Certain Matters	64
Section 5.11.	Dividends	65
Section 5.12.	FIRPTA Certificate	65
Section 5.13.	Rule 16b-3 Matters	65
Section 5.14.	Company Series B Preferred Shares	65
Section 5.15.	Financing	66
Section 5.16.	Financing Cooperation	68
Section 5.17.	Satisfaction of Indebtedness	71
Section 5.18.	Company Warrants	72
Section 5.19.	REIT Qualification	72
Article VI CONDITIONS TO CONSUMMATION OF THE MERGERS		72
Section 6.1.	Conditions to Each Party’s Obligations to Effect the Mergers	72
Section 6.2.	Conditions to the Obligations of the Parent Entities, Merger Sub I and Merger Sub II	73
Section 6.3.	Conditions to Obligations of the Company and the Partnership	74
Section 6.4.	Frustration of Closing Conditions	74
Article VII TERMINATION		75
Section 7.1.	Termination	75
Section 7.2.	Effect of the Termination	77
Section 7.3.	Fees and Expenses	77
Section 7.4.	Payment of Amount or Expense	79
Article VIII MISCELLANEOUS		80
Section 8.1.	Nonsurvival of Representations and Warranties	80
Section 8.2.	Entire Agreement; Assignment	80
Section 8.3.	Notices	81
Section 8.4.	Governing Law and Venue; Waiver of Jury Trial	82
Section 8.5.	Interpretation; Certain Definitions	83

Section 8.6.	Parties In Interest	83
Section 8.7.	Severability	84
Section 8.8.	Specific Performance	84
Section 8.9.	Amendment	85
Section 8.10.	Extension; Waiver	85
Section 8.11.	Counterparts	86
Section 8.12.	Debt Financing Sources	86
Section 8.13.	Definitions	87

Exhibits
Exhibits A-1, A-2	Forms of Closing Certificates
Exhibit B	Form of REIT Qualification Opinion
Exhibit C	Form of REIT Officer’s Certificate

Schedules
Schedule A	Parent Entities’ Knowledge
Schedule B	Parent Entities’ Section 5.1 Approval

AGREEMENT AND PLAN OF MERGER

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“).

W I T N E S S E T H:

WHEREAS, the parties
wish to effect a business combination through (i) a merger of Merger Sub II with and into the Partnership, with the Partnership
being the surviving entity (the “Partnership Merger“), on the terms and subject to the conditions set forth in this
Agreement and in accordance with the Delaware Revised Uniform Limited Partnership Act (the “DRULPA“) and (ii) immediately
following the consummation of the Partnership Merger, a merger of Merger Sub I with and into the Company, with the Company being the
surviving entity (the “Company Merger” and, together with the Partnership Merger, the “Mergers“), on
the terms and subject to the conditions set forth in this Agreement and in accordance with the Maryland Limited Liability Company Act
(the “MLLCA“) and the Maryland General Corporation Law (the “MGCL“);

WHEREAS, the Company
is the sole general partner of the Partnership through which the Company operates its business, and, as of the date hereof, the Company
owns approximately 99% of the outstanding Class A OP Units of the Partnership (the “Class A Partnership Units“)
and 100% of the outstanding Series B Preferred Partnership Units of the Partnership (the “Series B Preferred Partnership
Units“);

WHEREAS, the Board
of Directors of the Company (the “Company Board“) has unanimously declared the Company Merger advisable, and unanimously
approved this Agreement, the Company Merger and the other transactions contemplated hereby, on the terms and subject to the conditions
set forth herein;

WHEREAS, the Parent
Entities, as the sole members of Merger Sub I, have approved this Agreement and the Company Merger and determined that it is advisable
and in the best interests of Merger Sub I to enter into this Agreement and to consummate the Company Merger on the terms and subject
to the conditions set forth herein;

WHEREAS, the Company,
as the sole general partner of the Partnership, has approved this Agreement and the Partnership Merger and determined that it is advisable
and in the best interests of the Partnership and the limited partners of the Partnership for the Partnership to enter into this Agreement
and to consummate the Partnership Merger on the terms and subject to the conditions set forth herein;

WHEREAS, Ruby GP Sub
LLC, a Delaware limited liability company (“Merger Sub II GP“), as the sole general partner of Merger Sub II, has approved
this Agreement and the Partnership Merger and determined that it is advisable and in the best interests of Merger Sub II and its limited
partners for Merger Sub II to enter into this Agreement and to consummate the Partnership Merger on the terms and subject to the conditions
set forth herein;

WHEREAS, as an inducement
to the Company and the Partnership entering into this Agreement, Brookfield Strategic Real Estate Partners IV-A L.P., Brookfield Strategic
Real Estate Partners IV-B L.P., Brookfield Strategic Real Estate Partners IV-C L.P., Brookfield Strategic Real Estate Partners IV-C (ER)
SCSp, and BSREP IV Brookfield L.P. (collectively, the “Guarantors“) are entering into a guaranty with the Company (the
“Guaranty“), pursuant to which the Guarantors are guaranteeing certain obligations of the Parent Entities, Merger Sub
I and Merger Sub II under this Agreement; and

WHEREAS, the Parent
Entities, the Partnership, Merger Sub I, Merger Sub II and the Company desire to make certain representations, warranties, covenants
and agreements in connection with the Mergers as set forth herein.

NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:

Article I
THE MERGERS

Section 1.1. The
Mergers.

(a) Subject
to the terms and conditions of this Agreement, and in accordance with the DRULPA, at the Partnership Merger Effective Time, Merger Sub
II and the Partnership shall consummate the Partnership Merger, pursuant to which (i) Merger Sub II shall be merged with and into
the Partnership and the separate existence of Merger Sub II shall thereupon cease and (ii) the Partnership shall be the surviving
partnership in the Partnership Merger (the “Surviving Partnership“).

(b) Subject
to the terms and conditions of this Agreement, and in accordance with the MLLCA and the MGCL, at the Company Merger Effective Time, the
Company and Merger Sub I shall consummate the Company Merger, pursuant to which (i) Merger Sub I shall be merged with and into the
Company and the separate existence of Merger Sub I shall thereupon cease and (ii) the Company shall be the surviving entity in the
Company Merger (the “Surviving Company“), such that, immediately following the Company Merger, the Parent Entities shall
be the sole holders of common stock of the Surviving Company.

Section 1.2. Governing
Documents.

(a) At
the Company Merger Effective Time, the name of the Surviving Company shall be “Watermark Lodging Trust, Inc.” At the Company
Merger Effective Time, the articles of incorporation of the Company, as in effect immediately prior to the Company Merger Effective Time,
as amended by the Company Merger Articles of Merger, shall be the articles of incorporation of the Surviving Company until thereafter
amended as provided in the articles of incorporation of the Surviving Company or by applicable Law. The bylaws of Merger Sub I, as in
effect immediately prior to the Company Merger Effective Time, shall be the bylaws of the Surviving Company until thereafter amended
as provided therein or by applicable Law.

(b) At
the Partnership Merger Effective Time, the certificate of limited partnership of the Partnership, as in effect immediately prior to the
Partnership Merger Effective Time (the “Certificate of Limited Partnership“), shall be the certificate of limited partnership
of the Surviving Partnership until thereafter amended as provided therein or by applicable Law. At the Partnership Merger Effective Time,
the Partnership Agreement as in effect immediately prior to the Partnership Merger Effective Time shall be the limited partnership agreement
of the Surviving Partnership until thereafter amended as provided therein or by applicable Law.

Section 1.3. Officers,
General Partner and Limited Partners of the Surviving Entities.

(a) The
Parent Entities shall be the sole holders of common stock of the Surviving Company following the Company Merger Effective Time.

(b) The
officers of the Company immediately prior to the Company Merger Effective Time shall be the officers of the Surviving Company from and
after the Company Merger Effective Time, until their respective successors have been duly elected or appointed and qualified or until
their earlier death, resignation, or removal.

(c) The
Company shall be the sole general partner and a limited partner of the Surviving Partnership following the Partnership Merger Effective
Time and prior to the Company Merger Effective Time, entitling the Company to such rights, duties and obligations as are more fully set
forth in the Partnership Agreement.

(d) The
Surviving Company shall be the sole general partner of the Surviving Partnership following the Company Merger Effective Time, entitling
the Surviving Company to such rights, duties and obligations as are more fully set forth in the Partnership Agreement.

Section 1.4. Effective
Times.

(a) On
the Closing Date, the Partnership shall duly execute and file a certificate of merger (the “Partnership Merger Certificate“)
with the Secretary of State of the State of Delaware (the “DSOS“) in accordance with the Laws of the State of Delaware.
The Partnership Merger shall become effective upon the filing of the Partnership Merger Certificate with the DSOS or on such other date
and time as may be mutually agreed to by the Company and Parent and specified in the Partnership Merger Certificate in accordance with
the DRULPA (such date and time, the “Partnership Merger Effective Time“).

(b) On
the Closing Date, Merger Sub I and the Company shall duly execute and file articles of merger (the “Company Merger Articles of
Merger“) with the State Department of Assessments and Taxation of Maryland (the “SDAT“) in accordance with
the Laws of the State of Maryland. The Company Merger shall become effective upon the acceptance for record of the Company Merger Articles
of Merger by the SDAT or on such other date and time as may be mutually agreed to by the parties and specified in the Company Merger
Articles of Merger in accordance with the MGCL (such date and time, the “Company Merger Effective Time“), it being understood
and agreed that the parties shall cause the Company Merger Effective Time to occur immediately after the Partnership Merger Effective
Time.

(c) Unless
otherwise agreed in writing, the parties shall cause the Company Merger Effective Time and the Partnership Merger Effective Time to occur
on the Closing Date, with the Company Merger Effective Time occurring immediately after the Partnership Merger Effective Time.

Section 1.5. Closing
of the Mergers. The closing of the Mergers (the “Closing“) shall take place at a time to be specified by the parties
on the third Business Day after satisfaction or (to the extent permitted by Law) waiver of the conditions set forth in Article VI
(other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or (to the
extent permitted by Law) waiver of such conditions), at the offices of Clifford Chance US LLP, 31 West 52nd Street, New York, New York
10019, or remotely by exchange of documents and signatures (or their electronic counterparts), or at such other time, date and place
as may be mutually agreed to in writing by the parties hereto (the date on which the Closing occurs, the “Closing Date“);
provided, however, that in no event shall the Closing be required to occur prior to the earlier to occur of (i) a
date specified by the Parent Entities, Merger Sub I and Merger Sub II on no less than three (3) Business Days’ written notice to
the Company, and (ii) October 21, 2022.

Section 1.6. Effects
of the Mergers.

(a) The
Company Merger shall have the effects set forth in this Agreement and the applicable provisions of the MLLCA and the MGCL. Without limiting
the generality of the foregoing, and subject thereto, at the Company Merger Effective Time, all the properties, rights, privileges, powers
and franchises of the Company and Merger Sub I shall vest in the Surviving Company, and all debts, liabilities, duties and obligations
of the Company and Merger Sub I shall become the debts, liabilities, duties and obligations of the Surviving Company.

(b) The
Partnership Merger shall have the effects set forth in this Agreement and the applicable provisions of the DRULPA. Without limiting the
generality of the foregoing, and subject thereto, at the Partnership Merger Effective Time, all the properties, rights, privileges, powers
and franchises of the Partnership and Merger Sub II shall vest in the Surviving Partnership, and all debts, liabilities, duties and obligations
of the Partnership and Merger Sub II shall become the debts, liabilities, duties and obligations of the Surviving Partnership.

Section 1.7. Tax
Consequences. The parties intend that for U.S. federal, and applicable state and local, income tax purposes (a) the Company
Merger shall be treated as (i) a taxable sale of the Company Capital Stock to the Parent Entities in exchange for the Company Share
Merger Consideration and the Series B Preferred Share Merger Consideration, and (b) (i) the Partnership Merger shall be
treated as a taxable sale of the Class A Partnership Units by Minority Limited Partners. The parties hereto agree not to take any
position on any Tax Return that is inconsistent with the foregoing treatment for all U.S. federal, and, if applicable, state and local
tax purposes unless otherwise required by a final “determination” as defined in Section 1313(a) of the Code.

Article II
MERGER CONSIDERATION; COMPANY SHARES;
COMPANY PREFERRED SHARES; PARTNERSHIP UNITS

Section 2.1. Effect
on Company Shares; Effect on Company Preferred Shares.

(a) Limited
Liability Company Interests of Merger Sub I. At the Company Merger Effective Time, by virtue of the Company Merger and without any
action on the part of any holder thereof, each limited liability company interest in Merger Sub I issued and outstanding immediately
prior to the Company Merger Effective Time shall be converted into one fully paid and nonassessable share of common stock of the Surviving
Company.

(b) Company
Share Merger Consideration; Conversion of Company Shares. At the Company Merger Effective Time, by virtue of the Company Merger and
without any action on the part of any holder thereof, (i) each share of Class A Common Stock (each, a “Company A Share“)
(other than any Excluded Shares) issued and outstanding immediately prior to the Company Merger Effective Time, subject to the terms
and conditions set forth herein, shall automatically be converted into the right to receive an amount in cash equal to $6.768, without
interest (such amount, the “Per Company A Share Merger Consideration“), and (i) each share of Class T
Common Stock (each, a “Company T Share,” and the Company T Shares and the Company A Shares, collectively,
the “Company Shares“) (other than any Excluded Shares) issued and outstanding immediately prior to the Company Merger
Effective Time, subject to the terms and conditions set forth herein, shall automatically be converted into the right to receive an amount
in cash equal to $6.699, without interest (such amount, the “Per Company T Share Merger Consideration“). The sum
of the aggregate amount of cash payable to holders of Company A Shares as the Per Company A Share Merger Consideration plus
the aggregate amount of cash payable to holders of Company T Shares as the Per Company T Share Merger Consideration is
hereinafter referred to as the “Company Share Merger Consideration.” Each of the Per Company A Share Merger Consideration
and the Per Company T Share Merger Consideration shall be subject to adjustments as contemplated by Section 2.8 and
Section 5.11.

(c) Series B
Preferred Share Merger Consideration. At the Company Merger Effective Time, by virtue of the Company Merger and without any action
on the part of any holder thereof, each share of Series B Preferred Stock (each, a “Company Series B Preferred Share“)
(other than any Excluded Shares) issued and outstanding immediately prior to the Company Merger Effective Time shall be, subject to the
terms and conditions set forth herein, automatically converted into the right to receive an amount in cash equal to the Per Series B
Preferred Share Redemption Price (such amount, the “Per Company Series B Preferred Share Merger Consideration“).
The aggregate amount of cash payable to holders of Company Series B Preferred Shares as the Per Company Series B Preferred
Share Merger Consideration is hereinafter referred to as the “Series B Preferred Share Merger Consideration“.

(d) Cancellation
of Company Shares and Company Preferred Shares Owned by Parent, the Company or Merger Sub I. At the Company Merger Effective Time,
each issued and outstanding Company Share and Company Series B Preferred Share that is owned by the Parent Entities or Merger Sub
I or any Subsidiary of Parent, the Company or Merger Sub I immediately prior to the Company Merger Effective Time (collectively, the
“Excluded Shares“), if any, shall automatically be cancelled and retired and shall cease to exist, and no cash, Per
Company A Share Merger Consideration, Per Company T Share Merger Consideration, Per Company Series B Preferred Share Merger
Consideration or other consideration shall be delivered or deliverable in exchange therefor.

(e) Cancellation
of Company Shares and Company Preferred Shares. As of the Company Merger Effective Time, all Company Shares and Company Series B
Preferred Shares issued and outstanding immediately prior to the Company Merger Effective Time shall no longer be outstanding and shall
automatically be cancelled and retired and shall cease to exist, and each holder of a Company Share or Company Series B Preferred
Share (other than Excluded Shares, if any) shall cease to have any rights with respect to such interest, except the right to receive the
Per Company A Share Merger Consideration, the Per Company T Share Merger Consideration or the Per Company Series B Preferred
Share Merger Consideration, as the case may be.

Section 2.2. Partnership
Unit Merger Consideration; Effect on Partnership Units.

(a) Partnership
Unit Merger Consideration; Conversion of Class A Partnership Units. At the Partnership Merger Effective Time, by virtue of the
Partnership Merger and without any action on the part of any holder thereof, each Class A Partnership Unit, other than Excluded Units,
issued and outstanding immediately prior to the Partnership Merger Effective Time, subject to the terms and conditions set forth herein,
shall be converted into, and shall be cancelled in exchange for, the right to receive an amount in cash equal to the Per Company A Share
Merger Consideration, without interest (the “Per Partnership Unit Merger Consideration“). The aggregate amount of cash
payable to holders of Class A Partnership Units as the Per Partnership Unit Merger Consideration is herein referred to as the “Partnership
Unit Merger Consideration,” and together with the Company Share Merger Consideration, the Series B Preferred Share Merger
Consideration and the aggregate Per Company A Share Merger Consideration payable in respect of the Company RSU Awards pursuant to
Section 2.3(a), is herein referred to as the “Merger Consideration“.

(b) Partnership
Units Held by the Company. At the Partnership Merger Effective Time, by virtue of the Partnership Merger and without any action on
the part of the holder of any partnership interest in the Partnership, each Partnership Unit held by the Company or any wholly owned Subsidiary
of the Company immediately prior to the Partnership Merger Effective Time (collectively, the “Continuing Units“) shall
be unaffected by the Partnership Merger and shall remain outstanding as a Partnership Unit of the Surviving Partnership held by the Company
or relevant wholly owned Subsidiary of the Company.

(c) Cancellation
of Parent Entity and Merger Sub II-Owned Partnership Units. At the Partnership Merger Effective Time, by virtue of the Partnership
Merger and without any action on the part of the holder of any partnership interest in the Partnership, each Partnership Unit held by
the Parent Entities, Merger Sub II or any of their respective wholly owned Subsidiaries immediately prior to the Partnership Merger Effective
Time (collectively, the “Cancelled Units” and, together with the Continuing Units, the “Excluded Units“)
shall automatically be cancelled and shall cease to exist, with no consideration to be delivered or deliverable in exchange therefor.

(d) Cancellation
of Merger Sub II Interests. At the Partnership Merger Effective Time, by virtue of the Partnership Merger and without any action on
the part of any holder thereof, each partnership interest in Merger Sub II shall automatically be cancelled and cease to exist, the holders
thereof shall cease to have any rights with respect thereto, and no payment shall be made with respect thereto.

Section 2.3. Treatment
of Restricted Stock Unit Awards.

(a) Company
Restricted Stock Unit Awards. Effective immediately prior to the Company Merger Effective Time, each award of restricted stock units
(whether vested or unvested) (each, a “Company RSU Award“) that is outstanding immediately prior to the Company Merger
Effective Time shall be cancelled, with the holder of each such Company RSU Award becoming entitled to receive, in full satisfaction of
the rights of such holder with respect thereto, an amount in cash equal to (i) the number of Company Shares subject to the Company
RSU Award immediately prior to the Company Merger Effective Time multiplied by (ii) the Per Company A Share Merger Consideration
(less any applicable income and employment withholding Taxes).

(b) Prior
to the Partnership Merger Effective Time, the Company shall deliver all required notices (which notices shall have been approved by the
Parent Entities, in their reasonable discretion) to each holder of Company RSU Awards setting forth each holder’s rights pursuant to the
Company Share Incentive Plan stating that such Company RSU Awards shall be treated in the manner set forth in this Section 2.3.

(c) Cash
amounts payable to (i) employees pursuant to Section 2.3(a) shall be paid through the Company’s payroll, less any
applicable income and employment withholding Taxes, and (ii) non-employee directors shall be paid by customary ACH transfer in each
case within ten (10) Business Days following the Company Merger Effective Time.

(d) Prior
to the Partnership Merger Effective Time, the Company shall take all actions necessary for the treatment of the Company RSU Awards contemplated
by this Section 2.3 and to ensure that, following the transactions contemplated by this Agreement, no Company RSU Awards shall
exist (and no holder of any rights in respect thereof shall have any further rights other than as expressly contemplated by this Section 2.3).

Section 2.4. Exchange
Fund; Transfer Books.

(a) Paying
Agent. Prior to the Partnership Merger Effective Time, the Parent Entities shall, at their sole cost and expense, appoint DST Systems, Inc.
(or another bank or trust company reasonably satisfactory to the Company) to act as Paying Agent (the “Paying Agent“)
and enter into an agreement with the Paying Agent with respect thereto, in form and substance reasonably acceptable to the Company, for
the payment or exchange in accordance with this Article II of the Merger Consideration (other than any payments in respect
of Company RSU Awards). At or prior to the Partnership Merger Effective Time, the Parent Entities shall deposit or cause to be deposited
with the Paying Agent, for the benefit of the holders of the Company Shares, the Company Series B Preferred Shares and the Class A
Partnership Units, an amount in cash sufficient to pay the Merger Consideration less the portion of the Merger Consideration to
be paid in respect of Company RSU Awards (which amounts in respect of Company RSU Awards shall be paid or delivered directly to the Surviving
Company) (the portion of the Merger Consideration so deposited with the Paying Agent being referred to herein as the “Exchange
Fund“). The Paying Agent shall make payments of the Merger Consideration out of the Exchange Fund in accordance with this Agreement.
The Exchange Fund shall not be used for any other purpose other than a purpose expressly provided for in this Agreement. Any and all interest
earned on cash deposited in the Exchange Fund shall be paid to the Surviving Company.

(b) Share
and Unit Transfer Books. On the Closing Date, the share transfer books of the Company and the unit transfer books of the Partnership
shall be closed and thereafter there shall be no further registration of transfers of the Company Shares, the Company Series B Preferred
Shares or Partnership Units (except for the transfer of Partnership Units owned by the Company in the Company Merger). From and after
the Closing Date, the holders of book-entry shares (each such book-entry share, a “Book-Entry Share“) or book-entry units
(each such book-entry unit, a “Book-Entry Unit“) representing Company Shares, the Company Series B Preferred Shares
or Partnership Units outstanding immediately prior to the Company Merger Effective Time or the Partnership Merger Effective Time, as applicable,
shall cease to have rights with respect to such shares or units, as applicable, except as otherwise provided for herein. On or after the
Closing Date, any Book-Entry Shares or Book-Entry Units presented to the Paying Agent, the Surviving Company or the Surviving Partnership
in accordance with this Agreement shall be exchanged for the Per Company A Share Merger Consideration, the Per Company T Share
Merger Consideration, the Per Company Series B Preferred Share Merger Consideration or the Per Partnership Unit Merger Consideration,
as applicable, with respect to the Company Shares, the Company Series B Preferred Shares or Partnership Units formerly represented
thereby.

Section 2.5. Exchange
Procedures.

(a) Procedure.
As soon as practicable after the Closing Date (but in any event within five (5) Business Days), the Surviving Company shall cause
the Paying Agent to (i) mail to each holder of record of Book-Entry Shares or Book-Entry Units that, immediately prior to the Company
Merger Effective Time, represented outstanding Company Shares or the Company Series B Preferred Shares or that, immediately prior
to the Partnership Merger Effective Time, represented Class A Partnership Units, which were converted into the right to receive or
be exchanged for the Per Company A Share Merger Consideration, the Per Company T Share Merger Consideration, the Per Company
Series B Preferred Share Merger Consideration or the Per Partnership Unit Merger Consideration, as applicable, pursuant to Section 2.1
and Section 2.2: an instruction request letter (which shall be in customary form and have such other provisions as Parent
and the Company may mutually agree and specify) that includes instructions for effecting the exchange of Book-Entry Shares or Book-Entry
Units for the Per Company A Share Merger Consideration, the Per Company T Share Merger Consideration, the Per Company Series B
Preferred Share Merger Consideration or Per Partnership Unit Merger Consideration, as applicable, to which the holder thereof is entitled,
and (ii) subject to the requirements of this Section 2.5(a), make, and the Paying Agent shall make, delivery and disbursement
of the Per Company A Share Merger Consideration, the Per Company T Share Merger Consideration, the Per Company Series B
Preferred Share Merger Consideration or the Per Partnership Unit Merger Consideration, as applicable, to the holders of the Company Shares,
Company Series B Preferred Shares or Class A Partnership Units, as applicable, that were converted into the right to receive
in exchange therefor the Per Company A Share Merger Consideration, the Per Company T Share Merger Consideration, the Per Company
Series B Preferred Share Merger Consideration or the Per Partnership Unit Merger Consideration, as applicable. No interest shall
be paid or accrue for the benefit of the holders of the Book-Entry Shares or Book-Entry Units on any cash payable hereunder.

(b) No
Further Ownership Rights in the Company Shares, Company Series A Preferred Shares, Company Series B Preferred Shares or Class A
Partnership Units. On the Closing Date, holders of Company Shares, the Company Series B Preferred Shares or Class A Partnership
Units that are converted into the right to receive Per Company A Share Merger Consideration, the Per Company T Share Merger
Consideration, the Per Company Series B Preferred Share Merger Consideration or Per Partnership Unit Merger Consideration, as applicable,
shall cease to be, and shall have no rights as, stockholders of the Company or limited partners of the Partnership other than the right
to receive the Per Company A Share Merger Consideration, the Per Company T Share Merger Consideration, the Per Company Series B
Preferred Share Merger Consideration or the Per Partnership Unit Merger Consideration, as applicable, as provided under this Article II.
The Per Company A Share Merger Consideration, the Per Company T Share Merger Consideration, the Per Company Series B Preferred
Share Merger Consideration or the Per Partnership Unit Merger Consideration, as applicable, paid or delivered in exchange for Book-Entry
Shares or Book-Entry Units, in accordance with the terms of this Article II shall be deemed to have been paid, delivered or
issued, as the case may be, in full satisfaction of all rights and privileges pertaining to the Company Shares, Company Series B
Preferred Shares or Class A Partnership Units, as applicable, exchanged therefor.

(c) Termination
of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Book-Entry Shares or Book-Entry Units
for twelve (12) months after the Closing Date shall be delivered to the Surviving Company; and any holders of Company Shares, Company
Series B Preferred Shares or Class A Partnership Units prior to the Company Merger Effective Time or Partnership Merger Effective
Time, as applicable, who have not theretofore complied with this Article II shall thereafter look only to the Surviving Company
and only as general creditors thereof for payment of the Per Company A Share Merger Consideration, the Per Company T Share Merger
Consideration, the Per Company Series B Preferred Share Merger Consideration or the Per Partnership Unit Merger Consideration, as
applicable, in each case without any interest thereon, upon compliance with the procedures set forth in Section 2.5(a) and
subject to Section 2.5(d).

(d) No
Liability. None of the Parent Entities, Merger Sub I, the Surviving Company, the Partnership, Merger Sub II, the Surviving Partnership,
the Company or the Paying Agent, or any employee, officer, trustee, director, agent or affiliate thereof, shall be liable to any Person
in respect of Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property,
escheat or similar Law. Any amounts remaining unclaimed by holders of Book-Entry Shares or Book-Entry Units immediately prior to the time
at which such amounts would otherwise escheat to, or become the property of, any Governmental Entity shall, to the extent permitted by
applicable Law, become the property of the Surviving Company, free and clear of any claims or interest of any such holders or their successors,
assigns or personal representatives previously entitled thereto.

(e) Investment
of Exchange Fund. After the Closing Date, the Paying Agent shall invest any cash included in the Exchange Fund as directed by the
Surviving Company. Any interest and other income resulting from such investments shall be paid to the Surviving Company. Until the termination
of the Exchange Fund pursuant to Section 2.5(c), to the extent that there are losses with respect to such investments, or
the cash portion of the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Company Share
Merger Consideration, the Series B Preferred Share Merger Consideration or the cash portion of the Partnership Unit Merger Consideration
as contemplated hereby, the Surviving Company shall promptly replace or restore the portion of the Exchange Fund lost through investments
or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make all such payments.

Section 2.6. Withholding
Rights. Each of the Company, the Surviving Company, the Partnership, the Surviving Partnership, Parent, Merger Sub I, Merger Sub II
and the Paying Agent, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement
to any Person such amounts as it is required to deduct and withhold with respect to the making of such payment (and, with respect to the
Company RSU Awards, the payment of proceeds in settlement of such Company RSU Awards, as set forth in Section 2.3) under the
Code, and the rules and regulations promulgated thereunder, or any provision of state, local or non-U.S. Law. To the extent that
any of the Parent Entities, Merger Sub I or Merger Sub II believes it is required to deduct and withhold from any amounts treated for
U.S. federal income tax purposes as payable to the holders of Class A Partnership Units (other than as a result of the failure of
such Persons to provide a properly completed and executed IRS Form W-9 or a change in applicable Law after the date of this Agreement),
Parent shall use commercially reasonable efforts to notify the Company of such requirement at least five (5) Business Days prior
to the Closing and shall reasonably cooperate with the Company to take any steps available to reduce or eliminate such withholding requirement.
To the extent that amounts are so deducted and withheld by the Company, the Surviving Company, the Partnership, the Surviving Partnership,
Parent, Merger Sub I, Merger Sub II or the Paying Agent, as applicable (such amounts to be timely paid over to the appropriate Governmental
Entity), such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect
of which such deduction and withholding was made.

Section 2.7. Dissenters’
Rights. No dissenters’ or appraisal rights shall be available with respect to the Mergers.

Section 2.8. Adjustment
of Certain Merger Consideration. In the event that, subsequent to the date of this Agreement but prior to the Company Merger Effective
Time or the Partnership Merger Effective Time, as applicable, the Company Shares, the Company Series B Preferred Shares or the Class A
Partnership Units issued and outstanding shall, through a reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other similar change in the capitalization of the Company or the Partnership, as applicable, increase or decrease
in number or be changed into or exchanged for a different kind or number of securities, then an appropriate and proportionate adjustment
shall be made to the Per Company A Share Merger Consideration, the Per Company T Share Merger Consideration, the Per Company
Series B Preferred Share Merger Consideration and the Per Partnership Unit Merger Consideration, as applicable, to provide the holders
the same economic effect as contemplated by this Agreement prior to such event; provided, however, that nothing set forth
in this Section 2.8 shall be construed to supersede or in any way limit the prohibitions set forth in Section 5.1
hereof.

Article III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES

Except (a) as disclosed
in the Company SEC Documents furnished or filed one Business Day prior to the date hereof (excluding, in each case, any disclosures set
forth in any risk factor or forward-looking statements section or other statements that, in each case, are cautionary, non-specific, predictive
or forward-looking in nature) (provided that this exception shall not apply to the Company’s representations and warranties in Section 3.2(a))
(it being agreed that all such Company SEC Documents shall be deemed to have been made available to Parent for the purposes of all references
in this Agreement to documents or other information having been or to be “delivered,” “made available,” “provided,”
or words of similar import, to Parent) or (b) as disclosed in the separate disclosure letter which has been delivered by the Company
to the Parent Entities in connection with the execution and delivery of this Agreement, including the documents attached to or incorporated
by reference in such disclosure letter (the “Company Disclosure Letter“) (it being agreed that disclosure of any item
in any section or subsection of the Company Disclosure Letter shall also be deemed to be disclosed with respect to any other section or
subsection in this Agreement to which the relevance of such item is reasonably apparent on the face of such disclosure; provided
that nothing in the Company Disclosure Letter is intended to broaden the scope of any representation or warranty of the Company or the
Partnership made herein), the Company and the Partnership hereby jointly and severally represent and warrant to the Parent Entities, Merger
Sub I and Merger Sub II as follows:

Section 3.1. Organization
and Qualification; Subsidiaries.

(a) The
Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Maryland. The Partnership
is a limited partnership duly formed, validly existing and in good standing under the Laws of the State of Delaware. Each other Company
Subsidiary is a corporation or other legal entity duly incorporated or organized, validly existing and in good standing (with respect
to jurisdictions that recognize such concept), as applicable, under the Laws of the jurisdiction of its incorporation or organization,
except where the failure to be so existing and in good standing would not, individually or in the aggregate, reasonably be expected to
have a Company Material Adverse Effect. The Company and each Company Subsidiary has requisite corporate or other legal entity, as the
case may be, power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted,
except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to have
a Company Material Adverse Effect. The Company and each Company Subsidiary is duly qualified to do business and is in good standing in
each jurisdiction (with respect to jurisdictions that recognize such concept) where the ownership, leasing or operation of its properties
or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing
would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(b) The
Company has made available to the Parent Entities true and complete copies of (i) the charter of the Company (the “Company
Charter“), (ii) the Amended and Restated Bylaws of the Company (the “Company Bylaws“), (iii) the Partnership
Agreement and (iv) the Certificate of Limited Partnership, in each case as in effect as of the date hereof and together with all
amendments thereto. Each of the Company Charter, the Company Bylaws, the Partnership Agreement and the Certificate of Limited Partnership
was duly adopted and is in full force and effect, and neither the Company nor the Partnership is in violation in any material respect
of any such documents.

(c) Section 3.1(c) of
the Company Disclosure Letter sets forth a complete list of each Company Subsidiary, together with its jurisdiction of organization or
incorporation and the ownership interest (and percentage interest) of the Company or a Company Subsidiary and any other Person, as applicable,
in such Company Subsidiary.

(d) Section 3.1(d) of
the Company Disclosure Letter sets forth a complete list of Persons, other than the Company Subsidiaries, in which the Company or any
Company Subsidiary has an equity interest as of the date of this Agreement, together with the Company’s or applicable Company Subsidiary’s
ownership interests and stated percentage interests in each such entity.

Section 3.2. Capitalization.

(a) The
authorized capital stock of the Company consists of 400,000,000 shares of Common Stock, par value $0.001 per share, of which 320,000,000
shares are classified as Class A Common Stock, par value $0.001 per share (the “Class A Common Stock“), and
80,000,000 shares are classified as Class T Common Stock, par value $0.001 per share (the “Class T Common Stock”
and, together with the Class A Common Stock, the “Company Common Stock“), and 50,000,000 shares of Preferred Stock,
par value $0.001 per share (the “Company Preferred Stock“), of which 1,300,000 shares are designated as Series B
Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock” or the “Company
Preferred Stock” and, together with the Company Common Stock, “Company Capital Stock“). As of the close of business
on May 4, 2022 (the “Capitalization Date“), (i) 168,067,404 shares of Class A Common Stock and 61,095,773
shares of Class T Common Stock were issued and outstanding, (ii) 231,255 shares of Series B Preferred Stock were issued
and outstanding, and (iii) 1,861,568 Company RSU Awards were outstanding. All of the shares of Company Common Stock and Company Preferred
Stock are duly authorized, validly issued, fully paid and nonassessable, and free of pre-emptive rights.

(b) As
of the Capitalization Date, the Company had no shares of Company Common Stock or Company Preferred Stock reserved for issuance, except
for Company Common Stock that may be issued upon exchange of Class A Partnership Units issuable upon exercise of the Company Warrants,
Company Common Stock that may be issued in settlement of Company RSU Awards and as set forth in Section 3.2(b) of the Company
Disclosure Letter.

(c) The
Company has provided to the Parent Entities a true and complete list of each Company RSU Award outstanding as of the Capitalization Date
and (i) the holder thereof, (ii) the number of Company Shares subject thereto (assuming target-level and maximum- level performance,
as applicable), in each case, including accrued dividend equivalents with respect to each such award, and (iii) the grant date.

(d) As
of the date hereof, except as provided in Section 3.2(a) and Section 3.2(b), and except for the Company Warrants
and except as set forth in Section 3.2(d) of the Company Disclosure Letter, there are no (i) outstanding securities of
the Company or any Company Subsidiary convertible into or exchangeable for one or more shares of stock of, or other equity or voting interests
in, the Company or any Company Subsidiary, (ii) options, warrants or other rights or securities issued or granted by the Company
or any Company Subsidiary relating to or based on the value of the equity securities of the Company or any Company Subsidiary, (iii) Contracts
that are binding on the Company or any Company Subsidiary that obligate the Company or any Company Subsidiary to issue, acquire, sell,
redeem, exchange or convert any shares of stock of, or other equity interests in, the Company or any Company Subsidiary, or (iv) outstanding
restricted shares, restricted share units, share appreciation rights, performance shares, performance units, deferred share units, contingent
value rights, “phantom” shares or similar rights issued or granted by the Company or any Company Subsidiary that are linked
to the value of the Company Common Stock. Since the Capitalization Date through the date hereof, the Company and the Partnership have
not issued any Company Common Stock, Company Preferred Stock, Partnership Units, Company RSU Awards or other equity security (other than
Company Stock issued as dividends in respect of Company Preferred Stock). The Company does not have a stockholder rights plan in place.
Except as set forth in Section 3.2(d) of the Company Disclosure Letter, the Company has not exempted any Person from the “Common
Share Ownership Limit” or the “Aggregate Share Ownership Limit” or established or increased an “Excepted Holder Limit,”
as such terms are defined in the Company Charter, which exemption or “Excepted Holder Limit” remains in effect. There are no
outstanding bonds, debentures, notes or other Indebtedness of the Company or any of the Company Subsidiaries having the right to vote
on any matters on which holders of capital stock or other equity interests of the Company or any of the Company Subsidiaries may vote.
None of the Company Subsidiaries owns any Company Shares.

(e) Except
as provided in Section 3.2(g) and except as set forth in Section 3.2(e) of the Company Disclosure Letter, the
Company or another Company Subsidiary owns, directly or indirectly, all of the issued and outstanding shares of stock or other equity
securities of each of the Company Subsidiaries, free and clear of any Liens other than transfer and other restrictions under applicable
federal and state securities Laws and restrictions in the organizational documents of the Company or any Company Subsidiary, and all of
such outstanding shares or other equity securities have been duly authorized and validly issued and are fully paid, nonassessable (as
applicable) and free of preemptive rights. Except (i) pursuant to the Company Charter, (ii) pursuant to the Partnership Agreement,
(iii) for equity securities and other instruments (including loans) in wholly owned Company Subsidiaries and (iv) as set forth
in Section 3.2(e) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary has any obligation to acquire
any equity interest in another Person, or to make any investment (in each case, in the form of a loan, capital contribution or similar
transaction) in, any other Person (including any Company Subsidiary).

(f) Except
as set forth in Section 3.2(f) of the Company Disclosure Letter and for transfer restrictions in the organizational documents
of the Company or any Company Subsidiary, neither the Company nor any of the Company Subsidiaries is a party to any Contract with respect
to the voting of, that restricts the transfer of or that provides registration rights in respect of, any shares of stock of, or other
voting securities or equity interests in, the Company or any of the Company Subsidiaries.

(g) The
Company is the sole general partner of the Partnership. As of the Capitalization Date, the Company held 168,067,404 Class A Partnership
Units, 61,095,773 Class T Partnership Units (“Class T Partnership Units,” and together with the Class A
Partnership Units, the “Partnership Units“) and 231,255 Series B Preferred Partnership Units. In addition to the
Partnership Units held by the Company, as of the Capitalization Date, 2,417,996 Class A Partnership Units were issued and outstanding
and held by Persons other than the Company, and each such Class A Partnership Unit is redeemable in accordance with the Partnership
Agreement in exchange for one share of Class A Common Stock. No Partnership Units are held by any Subsidiary of the Company. Section 3.2(g) of
the Company Disclosure Letter sets forth a list as of the Capitalization Date of all holders of the Partnership Units (other than the
Company) and the number and type of Partnership Units held by each such holder, as reflected on the Partnership Registry (as defined in
the Partnership Agreement) of the Partnership. Other than the foregoing as of the Capitalization Date, no other Partnership Units (as
defined in the Partnership Agreement) or other equity interests in the Partnership are issued and outstanding. Since the Capitalization
Date through the date hereof, the Partnership has not issued any Partnership Units or other equity security (other than Partnership Units
issued to the Company in connection with the issuance of Company Shares pursuant to Section 3.2(d) above or issued in
respect of the Series B Preferred Partnership Units). Except for the Company Warrants and as set forth in Section 3.2(g) of
the Company Disclosure Letter, there are no existing options, warrants, calls, subscriptions, convertible securities or other rights,
agreements or commitments which obligate the Partnership to issue, transfer or sell any partnership interests of the Partnership or any
securities convertible into or exchangeable for any partnership interests of the Partnership. Except as provided above or as set forth
in Section 3.2(g) of the Company Disclosure Letter, and other than the Company Warrants and Series B Preferred Partnership
Units, there are no outstanding contractual obligations of the Partnership to issue, repurchase, redeem or otherwise acquire any partnership
interests of the Partnership or any other securities convertible into or exchangeable for any partnership interest in the Partnership.
Except as set forth in Section 3.2(g) of the Company Disclosure Letter, the Partnership Units that are owned by the Company
are free and clear of any Liens other than any transfer and other restrictions under applicable federal and state securities Laws or the
Partnership Agreement.

(h) As
of the date of this Agreement, there is no outstanding Indebtedness described in clauses (a) through (d) of the definition thereof
of the Company and the Company Subsidiaries in excess of $10,000,000 in principal amount, other than Indebtedness in the principal amounts
(rounded to the nearest one hundred thousand dollars) identified in the instruments listed in Section 3.2(h) of the Company
Disclosure Letter.

Section 3.3. Authority.

(a) The
Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Company
Requisite Vote, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company
and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action
on the part of the Company Board and, other than the Company Requisite Vote and the filing of the Company Merger Articles of Merger with
the SDAT, no additional corporate proceedings on the part of the Company or any Company Subsidiary are necessary to authorize the execution,
delivery and performance by the Company of this Agreement or the consummation of the transactions contemplated hereby by the Company.
This Agreement has been duly executed and delivered by the Company and (assuming the due authorization, execution and delivery of this
Agreement by each of the Parent Entities, Merger Sub I and Merger Sub II) constitutes the valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws of general application, now or hereafter in effect,
affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether
considered in a proceeding at law or in equity (clauses (i) and (ii) collectively, the “Bankruptcy and
Equity Exception“).

(b) The
Partnership has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated
hereby. The execution, delivery and performance of this Agreement by the Partnership and the consummation by the Partnership of the transactions
contemplated hereby have been duly authorized by all necessary action on the part of the Partnership and the Company in its capacity as
the sole general partner of the Partnership and, other than the filing of the Partnership Merger Certificate with the DSOS, no additional
proceedings on the part of the Partnership are necessary to authorize the execution, delivery and performance by the Partnership of this
Agreement or the consummation of the transactions contemplated hereby by the Partnership. This Agreement has been duly executed and delivered
by the Partnership and (assuming the due authorization, execution and delivery of this Agreement by each of the Parent Entities, Merger
Sub I and Merger Sub II) constitutes the valid and binding obligation of the Partnership enforceable against the Partnership in accordance
with its terms, subject to the Bankruptcy and Equity Exception.

(c) The
Company Board has unanimously (i) duly approved and declared advisable the Mergers and the other transactions contemplated by this
Agreement, (ii) duly approved the execution, delivery and performance of this Agreement and, subject to obtaining the Company Requisite
Vote, the consummation by the Company of the transactions contemplated hereby, including the Mergers, (iii) directed that, subject
to the terms and conditions of this Agreement, the Company Merger be submitted to the stockholders of the Company for their approval and
(iv) resolved, subject to the terms and conditions of this Agreement, to recommend the approval of the Company Merger by the stockholders
of the Company, in each case, by resolutions duly adopted, which resolutions, except as permitted under Section 5.6, have
not been subsequently rescinded, withdrawn or modified in a manner adverse to the Parent Entities.

Section 3.4. No
Conflict; Required Filings and Consents.

(a) None
of the execution, delivery or performance of this Agreement by the Company or the Partnership or the consummation by the Company or the
Partnership of the transactions contemplated by this Agreement will: (i) subject to obtaining the Company Requisite Vote, conflict
with or violate any provision of the Company Charter, the Company Bylaws, the Certificate of Limited Partnership or the Partnership Agreement,
as applicable; (ii) (A) conflict with or violate any provision of the organizational documents of any Company Subsidiary (other
than the Partnership) and (B) assuming that all consents, approvals and authorizations described in Section 3.4(b) have
been obtained and all filings and notifications described in Section 3.4(b) have been made and any waiting periods thereunder
have terminated or expired, conflict with or violate any Law applicable to the Company or any Company Subsidiary, or any of their respective
properties or assets; or (iii) require any consent or approval under, violate, conflict with, result in any breach of, or constitute
a default under (with or without notice or lapse of time, or both), or result in termination or give to others any right of termination,
vesting, amendment, acceleration, cancellation, purchase or sale under or result in the triggering of any payment or creation of a Lien
(other than a Company Permitted Lien) upon any of the respective properties or assets (including rights) of the Company or any Company
Subsidiary pursuant to, any Contract to which the Company or any Company Subsidiary is a party (or by which any of their respective properties
or assets (including rights) are bound) or any Company Permit, except, with respect to clauses (ii) and (iii), (x) as
set forth in Section 3.4(a) of the Company Disclosure Letter, (y) as contemplated by Section 2.3 or (z) as
would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(b) None
of the execution, delivery or performance of this Agreement by the Company or the Partnership or the consummation by the Company or the
Partnership of the transactions contemplated by this Agreement will require (with or without notice or lapse of time, or both) any consent,
approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity by the Company or any
Company Subsidiary or with respect to any of their respective properties or assets, other than (i) the filing of the Company Merger
Articles of Merger with, and the acceptance for record of the Company Merger Articles of Merger by, the SDAT, (ii) the filing of
the Partnership Merger Certificate with the DSOS, (iii) compliance with, and such filings as may be required under, Environmental
Laws, (iv) compliance with the applicable requirements of the Exchange Act, (v) filings as may be required under the rules and
regulations of the New York Stock Exchange, (vi) compliance with any applicable federal or state securities or “blue sky”
Laws, (vii) such consents, approvals, authorizations, permits, filings, registrations or notifications as may be required as a result
of the identity of the Parent Entities or any of their affiliates, (viii) such filings as may be required in connection with the
payment of any transfer and gain taxes and (ix) where the failure to obtain such consents, approvals, authorizations or permits of,
or to make such filings, registrations with or notifications to, any Governmental Entity would not, individually or in the aggregate,
reasonably be expected to have a Company Material Adverse Effect.

Section 3.5. Company
SEC Documents; Financial Statements.

(a) Since
January 1, 2020, the Company has filed with or otherwise furnished to the SEC all registration statements, prospectuses, forms, reports,
definitive proxy statements, schedules and documents required to be filed or furnished by it under the Securities Act or the Exchange
Act, as the case may be, together with all certifications required pursuant to the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
Act“) (such documents and any other documents filed by the Company with the SEC, as they may have been supplemented, modified
or amended since the time of filing, including those filed or furnished subsequent to the date hereof, collectively, the “Company
SEC Documents“). As of their respective filing (or furnishing) dates or, if supplemented, modified or amended since the time
of filing, as of the date of the most recent supplement, modification or amendment, the Company SEC Documents (i) did not contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the
statements made therein, in light of the circumstances under which they were made, not misleading and (ii) complied in all material
respects with all applicable requirements of the Exchange Act or the Securities Act, as the case may be, in each case as in effect on
the date each such document was filed with or furnished to the SEC. None of the Company Subsidiaries is subject to the periodic reporting
requirements of the Exchange Act. The Company has made available to the Parent Entities all comment letters and all material correspondence
between the SEC, on the one hand, and the Company or the Partnership, on the other hand, since January 1, 2020. As of the date hereof,
there are no material outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents filed
or furnished by the Company or the Partnership with the SEC and, as of the date hereof, to the Company’s knowledge, none of the Company
SEC Documents is the subject of ongoing SEC review. The audited consolidated financial statements and unaudited consolidated interim financial
statements of the Company (including, in each case, any notes and schedules thereto) and the consolidated Company Subsidiaries included
in or incorporated by reference into the Company SEC Documents (collectively, the “Company Financial Statements“) (i) were
prepared in accordance with generally accepted accounting principles as applied in the United States (“GAAP“) (as in
effect in the United States on the date of such Company Financial Statement) applied on a consistent basis during the periods involved
(except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by SEC rules and
regulations) and (ii) present fairly, in all material respects, the financial position of the Company and the consolidated Company
Subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except
as may be indicated in the notes thereto or, in the case of interim financial statements, for normal year-end adjustments).

(b) The
Company has designed and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act) designed to provide reasonable assurances regarding the reliability of financial reporting for the
Company and the Company Subsidiaries. The Company has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) of the Exchange Act) to provide reasonable assurance that material information required to be disclosed by the Company
in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely
decisions regarding required disclosure. The Company’s management has completed an assessment of the effectiveness of the Company’s disclosure
controls and procedures and, to the extent required by applicable Law, presented in any applicable Company report that is a report on
Form 10-K or Form 10-Q or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures
as of the end of the period covered by such report or amendment based on such evaluation. The Company has disclosed, based on the evaluation
of its Principal Executive Officer and its Principal Financial Officer, to the Company’s auditors and the audit committee of the Company
Board (x) any significant deficiencies or material weaknesses in the design or operation of its internal controls over financial
reporting that are reasonably likely to materially affect the Company’s ability to record, process, summarize, and report financial information
and (y) any fraud, whether or not material, that involves management or other employees of the Company or any Subsidiary who have
a significant role in the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed
to auditors, if any, has been disclosed to the Parent Entities prior to the date of this Agreement. As used in this Agreement, the terms
“significant deficiency” and “material weakness” have the meanings assigned to such terms in Auditing Standard No. 5
of the Public Company Accounting Oversight Board as in effect on the date of this Agreement.

(c) None
of the Company or any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet
partnership or any similar contract or arrangement, including any contract relating to any transaction or relationship between or among
the Company or any Company Subsidiary, on the one hand, and any unconsolidated affiliate of the Company or any Company Subsidiary, including
any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements”
(as defined in Item 303(a) of Regulation S-K under the Securities Act) where the purpose is to avoid disclosure of any material transaction
involving, or material liabilities of, the Company or any Subsidiary in the Company’s or such Subsidiary’s audited financial statements
or other Company SEC Documents.

Section 3.6. Information
Supplied. The Proxy Statement will not, at the time the Proxy Statement is first mailed to the Company’s stockholders, at the time
of the Company Shareholders’ Meeting or at the time of any amendment or supplement thereof, as applicable, contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein,
in light of the circumstances under which they are made, not misleading. The Proxy Statement, insofar as it relates to the Company or
the Company Subsidiaries or other information supplied by the Company for inclusion or incorporation by reference therein, will comply
as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. Notwithstanding
the foregoing, no representation or warranty is made by the Company or the Partnership with respect to statements made or incorporated
by reference therein based on information supplied by the Parent Entities, Merger Sub I, Merger Sub II or any of their Representatives
specifically for inclusion (or incorporation by reference) in the Proxy Statement.

Section 3.7. Absence
of Certain Changes. Except as otherwise contemplated by this Agreement or set forth in Section 3.7 of the Company Disclosure
Letter, since December 31, 2021 through the date hereof, (a) the Company, the Partnership and the Company Subsidiaries, taken
as a whole, have conducted their respective businesses in all material respects in the ordinary course of business, (b) there have
not been any changes, events, state of facts or developments, that, individually or in the aggregate, have had or would reasonably be
expected to have a Company Material Adverse Effect, (c) except for regular quarterly cash and/or in-kind dividends on the shares
of Company Preferred Stock designated as Series A Cumulative Redeemable Preferred Stock (which were redeemed in full after December 31,
2021 but prior to the date of this Agreement), Company Series B Preferred Shares and Preferred Partnership Units and Partnership
Units, there has not been any declaration, setting aside for payment or payment of any dividend or other distribution (whether in cash,
stock or property) with respect to any Company Shares, Partnership Units, Company Series B Preferred Shares or Preferred Partnership
Units and (d) neither the Company nor any of its Subsidiaries has taken any action that would be prohibited by Section 5.1(b) (other
than the execution and delivery of this Agreement), if taken after the date hereof.

Section 3.8. Undisclosed
Liabilities. Neither the Company nor any of the Company Subsidiaries has, or is subject to, any liabilities or obligations of any
nature (whether accrued, absolute, contingent or otherwise) of a type required by GAAP as in effect on the date hereof to be set forth
on a consolidated balance sheet of the Company and the Company Subsidiaries or in the notes thereto, other than liabilities and obligations
(a) disclosed, reflected, reserved against or provided for in the consolidated balance sheet of the Company as of December 31,
2021 or in the notes thereto, (b) incurred in the ordinary course of business in all material respects since December 31, 2021,
(c) incurred or permitted to be incurred under this Agreement or incurred in connection with the transactions contemplated hereby,
or (d) that otherwise would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Section 3.9. Permits;
Compliance with Laws.

(a) (i) The
Company and each Company Subsidiary is in possession of all franchises, authorizations, licenses, permits, certificates, variances, exemptions,
approvals and orders of any Governmental Entity (each, a “Permit“) necessary for the Company and each Company Subsidiary
to own, lease and operate its properties and assets, and to carry on and operate its businesses as conducted as of the date hereof (the
“Company Permits“), and (ii) all such Company Permits are in full force and effect; except, in the case of each
of clauses (i) and (ii), as would not, individually or in the aggregate, reasonably be expected to have a Company Material
Adverse Effect. No suspension or cancellation of any Company Permits is pending or, to the knowledge of the Company, threatened in writing
and no such suspension or cancellation will result from the transactions contemplated by this Agreement, in each case except as would
not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company and the Company Subsidiaries
have established and continue to maintain internal policies and procedures reasonably designed to ensure compliance with the Laws referred
to in Section 3.9(c) in all material respects.

(b) The
Company and each of the Company Subsidiaries are in compliance with all Laws applicable to the Company, the Company Subsidiaries and their
respective businesses and properties or assets, in each case except as would not, individually or in the aggregate, reasonably be expected
to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Company
Material Adverse Effect, no investigation, review or proceeding by any Governmental Entity with respect to the Company or any of the Company
Subsidiaries or their operations is pending or, to the Company’s knowledge, threatened in writing, and, to the Company’s knowledge, no
Governmental Entity has indicated an intention to conduct the same.

(c) Except
as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company
nor any of the Company Subsidiaries, nor, to the Company’s knowledge, any director, officer or employee of the Company or any of the Company
Subsidiaries, has (i) knowingly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense
relating to political activity, (ii) unlawfully offered or provided, directly or indirectly, anything of value to (or received anything
of value from) any foreign or domestic government employee or official or any other Person, (iii) taken any action, directly or indirectly,
that would constitute a violation in any material respect by such Persons of the Foreign Corrupt Practices Act of 1977 and the rules and
regulations thereunder (the “FCPA“), including making use of the mails or any means or instrumentality of interstate
commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property,
gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined
in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the
FCPA, (iv) made any payment to any customer, supplier or tenant, or to any officer, director, partner, employee or agent of any such
customer, supplier or tenant, for the unlawful sharing of fees to any such customer, supplier or tenant or any such officer, director,
partner, employee or agent for the unlawful rebating of charges, (v) engaged in any other unlawful reciprocal practice, or made any
other unlawful payment or given any other unlawful consideration to any such customer, supplier or tenant or any such officer, director,
partner, employee or agent of such customer, officer or tenant or (vi) taken any action or made any omission in violation of any
applicable Law governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes,
corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts.

Section 3.10. Litigation.
Except as set forth in Section 3.10 of the Company Disclosure Letter and except for stockholder or derivative litigation that may
be brought after the date of this Agreement relating to this Agreement or the transactions contemplated hereby or the Company’s process
leading up to this Agreement, there is no suit, claim, litigation, action, arbitration, investigation (including subpoena, civil investigation
demand, audit, inquiry or request for documents or information from any Governmental Entity) or other proceeding (whether civil, criminal,
administrative or otherwise) by or before any Governmental Entity (each a “Proceeding“) pending or, to the knowledge
of the Company, threatened in writing against the Company or any Company Subsidiary (or against any of their properties or assets or against
any of their present or former officers, employees or directors in their capacity as such) that, individually or in the aggregate, has
had or would reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary is subject
to any outstanding order, writ, injunction, judgment or decree of any Governmental Entity or arbitrator unrelated to this Agreement that,
individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect. As of immediately prior to the
execution of this Agreement, there is no Proceeding to which the Company or any Company Subsidiary is a party pending or, to the knowledge
of the Company, threatened in writing seeking to prevent, hinder, modify, delay or challenge the Mergers or any of the other transactions
contemplated by this Agreement.

Section 3.11. Employee
Benefits.

(a) Section 3.11(a) of
the Company Disclosure Letter sets forth a list of all “employee benefit plans,” as defined in Section 3(3) of the
Employment Retirement Income Security Act of 1974 (“ERISA“), and all other employee benefit plans or other benefit arrangements
or payroll practices including bonus plans, fringe benefits, executive compensation, consulting or other compensation agreements, change
in control agreements, incentive, equity or equity-based compensation, deferred compensation arrangements, share purchase, severance pay,
sick leave, vacation pay, salary continuation, hospitalization, medical benefits, life insurance, other welfare benefits, cafeteria, scholarship
programs, directors’ benefit, bonus or other incentive compensation, which the Company or any Company Subsidiary or ERISA Affiliate sponsors,
maintains, contributes to or has any obligation to contribute to or with respect to which the Company or any Company Subsidiary or ERISA
Affiliate has any direct or indirect liability (each a “Company Employee Benefit Plan” and collectively, the “Company
Employee Benefit Plans“), other than any Company Employee Benefit Plan that is not material.

(b) None
of the Company Employee Benefit Plans is or has been subject to Title IV of ERISA or is or has been subject to Sections 4063 or 4064 of
ERISA, nor is the Company, any Company Subsidiary or any ERISA Affiliate obligated to contribute (and such entities have not, in the past
six (6) years, had an obligation to contribute) to a multiemployer plan, as defined in Section 3(37) of ERISA (a “Multiemployer
Plan“). Neither the Company nor any ERISA Affiliate has incurred any present or contingent liability under Title IV of ERISA,
nor does any condition exist which would reasonably be expected to result in any such liability.

(c) Correct
and complete copies of the following documents, with respect to each of the material Company Employee Benefit Plans (other than a Multiemployer
Plan, of which there are none) have been made available to the Parent Entities by the Company: (i) plan and related trust documents,
and amendments thereto; (ii) the most recent Form 5500 and schedules thereto, if applicable; (iii) the most recent Internal
Revenue Service (“IRS“) determination letter, if any; (iv) the current summary plan description and any material
modifications thereto, if applicable; (v) the most recent financial statements and actuarial valuations, if applicable; and (vi) all
material correspondence regarding the Company Employee Benefit Plan with any Governmental Entity.

(d) Except
as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company
and its ERISA Affiliates have performed all obligations required to be performed by them under all Company Employee Benefit Plans; (ii) the
Company Employee Benefit Plans have been administered in compliance with their terms and the requirements of applicable Laws; (iii) all
contributions and premium payments (including all employer contributions and employee salary reduction contributions) required to have
been made under any of the Company Employee Benefit Plans, including to any funds or trusts established thereunder or in connection therewith,
have been made by the due date thereof, or to the extent not yet due, will have been paid, or accrued in accordance with GAAP, prior to
the Company Merger Effective Time; (iv) there are no actions, suits, arbitrations, investigations, audits or claims (other than routine
claims for benefits) filed, or to the Company’s knowledge, threatened in writing with respect to any Company Employee Benefit Plan; (v) the
Company and its ERISA Affiliates have no liability as a result of any “prohibited transaction” (as defined in Section 406
of ERISA or Section 4975 of the Code) for any excise Tax or civil penalty; and (vi) none of the Company Employee Benefit Plans
provide for continuing post-employment health, life insurance coverage or other welfare benefits for any participant or any beneficiary
of a participant, except as may be required under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA“),
or similar state Law, or except with respect to a contractual obligation to reimburse any premiums such Person may pay in order to obtain
health coverage under COBRA.

(e) Each
of the Company Employee Benefit Plans which is intended to be “qualified” within the meaning of Section 401(a) of
the Code has received a favorable opinion letter or determination letter from the IRS and, to the Company’s knowledge, there is no fact
which would adversely affect the qualified status of any such Company Employee Benefit Plan or the exemption of such trust.

(f) Except
as set forth in Section 3.11(f) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the
consummation of the Mergers will (either alone or in combination with any other event) (i) result in any compensatory payment becoming
due, or increase the amount of compensation due, to any current or former Service Provider; (ii) increase any benefits otherwise
payable under any Company Employee Benefit Plan; or (iii) result in the acceleration of the time of payment (including the funding
of a trust) or vesting of any compensation or benefits from the Company or any Company Subsidiary to any current or former Service Provider.
Without limiting the generality of the foregoing, except as set forth in Section 3.11(f) of the Company Disclosure Letter, no
amount payable to any current or former Service Provider (whether in cash or property or as a result of accelerated vesting) as a result
of the execution of this Agreement or the consummation of the transactions contemplated by this Agreement (either alone or in combination
with any other event) would be nondeductible under Section 280G of the Code. Neither the Company nor any Company Subsidiary has any
obligations to gross-up, indemnify or otherwise reimburse any current or former Service Provider for any Taxes incurred by such Service
Provider, including Taxes incurred under Section 409A or 4999 of the Code, or any interest or penalty related thereto.

Section 3.12. Labor
Matters.

(a) Except
as set forth in Section 3.12(a) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary is party to
any collective bargaining agreement or similar labor agreement (excluding personal services contracts).

(b) (i) Except
as set forth in Section 3.12(b)(i) of the Company Disclosure Letter, no employees of the Company or any of the Company Subsidiaries
and, to the Company’s knowledge, no persons located at any Company Property who are employees of the management company providing services
pursuant to a Company Management Agreement (“CMA Employees“), are represented by any labor organization; (ii) no
labor organization or group of employees of the Company or any of the Company Subsidiaries or, to the Company’s knowledge, any group of
CMA Employees, has made a written demand to the Company or any Company Subsidiary for recognition or certification; (iii) there are
no representation or certification proceedings or petitions seeking a representation proceeding presently filed, or to the Company’s knowledge,
threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority
with respect to any employees of the Company or any of the Company Subsidiaries or, to the Company’s knowledge, any CMA Employees; (iv) to
the Company’s knowledge, there are no organizing activities involving the Company or any Company Subsidiary or any CMA Employees pending
with any labor organization or group of employees of the Company or any Company Subsidiary or any CMA Employees; and (v) the Company
and the Company Subsidiaries (including, to the Company’s knowledge, with respect to any CMA Employees at a Company Property) are not
currently materially affected and have not been materially affected in the past by any actual or threatened work stoppage, strike or other
labor disturbance.

(c) Except
as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, there are no unfair
labor practice charges, grievances or complaints filed or, to the Company’s knowledge, threatened in writing by or on behalf of any employee
or group of employees of the Company or any Company Subsidiary or, to the Company’s knowledge, any CMA Employees.

(d) Except
as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, there are no complaints,
charges or claims by any CMA Employee against the Company or any Company Subsidiary (or, to the knowledge of the Company, against any
third-party management company providing services to any Company Property pursuant to a Company Management Agreement) filed or, to the
knowledge of the Company, threatened in writing to be brought or filed, with any Governmental Entity or arbitrator based on, arising out
of, in connection with, or otherwise relating to the employment or termination of employment of any individual by the Company or any Company
Subsidiary (or any such third-party management company).

(e) Except
as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company
and each Company Subsidiary (and, to the knowledge of the Company, each third-party management company providing services to any Company
Property pursuant to a Company Management Agreement) is in compliance with all applicable collective bargaining agreements and all Laws
relating to the employment of labor with respect to any CMA Employee, including all such Laws relating to wages, hours, the Worker Adjustment
and Retraining Notification Act and any similar state or local “mass layoff” or “plant closing” Law (“WARN“),
collective bargaining, discrimination, civil rights, affirmative action, safety and health, workers’ compensation and the collection and
payment of withholding and/or social security Taxes and any similar Tax; and (ii) there has been no “mass layoff” or “plant
closing” as defined by WARN with respect to the Company or any Company Subsidiary (or, to the Company’s knowledge, at any Company
Property) within the last six (6) months. During the past three (3) years, to the Company’s knowledge, no claims of sexual harassment
or sexual misconduct have been brought against any executive officer or director of the Company or any executive or management employee
of the Company or any of its Subsidiaries at the level of Vice President or above.

Section 3.13. Tax
Matters.

(a) The
Company and each Company Subsidiary has timely filed (taking into account any extension of time within which to file) all material Tax
Returns required to be filed by it and all such filed Tax Returns are true, correct and complete in all material respects. Except as set
forth on Section 3.13(a) of the Company Disclosure Letter, all material Taxes due and payable by or on behalf of the Company
and each Company Subsidiary (whether or not shown on a Tax Return) have been fully and timely paid, and adequate reserves or accruals
for Taxes have been provided in accordance with GAAP with respect to any period for which Tax Returns have not yet been filed or for which
Taxes are not yet due and owing, assuming, solely for purposes of this Section 3.13(a), that the Company continues to qualify
as a REIT following the Company Merger Effective Time until the end of the taxable year that includes the Company Merger Effective Time.

(b) The
Company (i) for all taxable years commencing with the Company’s taxable year ended December 31, 2017, through December 31,
2021, has been organized and operated in conformity for qualification and taxation as a real estate investment trust within the meaning
of Section 856 of the Code (a “REIT“) and (ii) has not taken or omitted to take any action which would reasonably
be expected to result in the Company’s failure to qualify as a REIT, and no challenge to the Company’s status or qualification as a REIT
is pending or, to the Company’s knowledge, threatened in writing by any Governmental Entity. The Company has distributed (or, for U.S.
federal income tax purposes, was deemed to have distributed) all of its net taxable income for its taxable year ended December 31,
2021 and each prior taxable year. The Company has not been required to avail itself of any REIT “savings provisions” under the
Code (including, but not limited to, those set forth in Sections 856(c)(6), 856(c)(7) or 856(g)(5) of the Code), and has not
been required to pay any “deficiency dividends” (within the meaning of Section 860 of the Code), in either case, to permit
the Company to avoid the loss of its REIT qualification or avoid U.S. federal income or excise Taxes. The Company does not have any earnings
and profits attributable to itself or any other corporation accumulated in any non-REIT year within the meaning of Section 857 of
the Code. The Company has not (x) engaged, directly or indirectly, in any action that could result in any “prohibited transaction”
Tax pursuant to Section 857(b)(6) of the Code or, to the Company’s knowledge, any material Tax on a non-arm’s length transaction
described in Section 857(b)(7) of the Code, (y) incurred any liability for any material Taxes under Sections 857(b)(1),
857(b)(4), 857(b)(5), 857(b)(6)(A), 857(b)(7), 857(f), 860(c) or 4981 of the Code or (z) sold any asset subject to Tax under
Section 337(d) of the Code (and the applicable Treasury Regulations thereunder). Each lease by the Company or a Company Subsidiary
to a TRS (or Subsidiary of a TRS) complies with Section 856(d)(8) of the Code.

(c) Section 3.13(c) of
the Company Disclosure Letter sets forth each Company Subsidiary, its jurisdiction of organization, and its classification for U.S. federal
income tax purposes as of the date hereof (and, if a Company Subsidiary has filed an Entity Classification Election on IRS Form 8832,
the effective date of such election). Each entity that is listed in Section 3.13(c) of the Company Disclosure Letter as a partnership,
joint venture, or limited liability company has, since the later of the date of its formation and the date on which the Company acquired
an interest in such an entity, been treated for U.S. federal income tax purposes as a partnership or disregarded entity, as the case may
be, and not as a corporation or an association taxable as a corporation. Each entity that is listed in Section 3.13(c) of the
Company Disclosure Letter as a corporation has, since the later of the date of its formation or the date on which the Company acquired
an interest in such an entity, been treated for U.S. federal income tax purposes as a REIT, a “qualified REIT subsidiary” pursuant
to Section 856(i) of the Code (a “QRS“) or a “taxable REIT subsidiary” pursuant to Section 856(l) of
the Code (a “TRS“), as set forth on such schedule. The Company does not own any equity interest in an entity treated
as a corporation for U.S. federal income tax purposes other than an interest in a TRS or interests in money market mutual funds that are
treated as “cash and cash items (including receivables)” under IRS Revenue Ruling 2012-17 (2012-25 I.R.B. 1018).

(d) Neither
the Company nor any Company Subsidiary holds any asset the disposition of which would be subject to rules similar to Section 1374
of the Code (or otherwise result in any “built-in gains” Tax under Section 337(d) of the Code and the applicable Treasury
Regulations thereunder), or any similar state tax regime.

(e) Except
as set forth in Section 3.13(e) of the Company Disclosure Letter, each of the Company and the Company Subsidiaries: (i) is
not currently the subject of any audits, examinations, investigations or other proceedings in respect of any material Tax or Tax matter
by any Governmental Entity; (ii) has not received any notice in writing from any Governmental Entity that such an audit, examination,
investigation or other proceeding is contemplated or pending; (iii) has not waived any statute of limitations in respect of material
Taxes or agreed to any extension of time with respect to a material Tax assessment or deficiency; (iv) has not received a request
for waiver of the time to assess any material Taxes, which request is still pending; (v) is not contesting any liability for material
Taxes before any Governmental Entity; (vi) is not subject to any written claim or deficiency by a Governmental Entity for any material
Tax which has not been satisfied by payment, settled or been withdrawn (and, to the Company’s knowledge, no such other claim or deficiency
is pending); (vii) is not subject to any written claim by a Governmental Entity in a jurisdiction where the Company or such Company
Subsidiary does not file Tax Returns that the Company or such Company Subsidiary is or may be subject to material taxation by that jurisdiction,
which claim has not been satisfied by payment, settled or been withdrawn (and, to the Company’s knowledge, no such other claim is pending);
(viii) has no outstanding requests for any Tax ruling from any Governmental Entity and has not received a Tax ruling; and (ix) is
not the subject of a “closing agreement” within the meaning of Section 7121 of the Code (or any comparable agreement under
applicable state, local or foreign Tax Law).

(f) The
Company and the Company Subsidiaries (i) have at all times been in compliance in all material respects with all applicable Laws,
rules and regulations relating to the payment and withholding of Taxes, (ii) have duly and timely withheld from employee salaries,
wages and other compensation and have paid over to the appropriate Governmental Entity all material amounts required to be withheld and
paid over on or prior to the due date thereof under all applicable Laws, (iii) have in all material respects properly completed and
timely filed all IRS Forms W-2 and 1099 required thereof, and (iv) have collected and remitted to the appropriate Governmental Entity
all material sales and use Taxes, or have been furnished properly completed exemption certificates and have in all material respects maintained
all such records and supporting documents in a manner required by all applicable sales and use Tax statutes and regulations.

(g) Neither
the Company nor any of the Company Subsidiaries: (i) has agreed to make any material adjustment pursuant to Section 481(a) of
the Code, (ii) has any knowledge that the IRS has proposed, in writing, such an adjustment or a change in accounting method with
respect to the Company or any Company Subsidiary, (iii) has any application pending with the IRS or any other Governmental Entity
requesting permission for any change in accounting method, (iv) has deferred any Tax payments under Section 2302 of the CARES
Act, IRS Notice 2020-65, or any similar U.S. federal, state or local Law, that have not been subsequently paid, or has taken, claimed
or applied for any employee retention tax credit.

(h) Neither
the Company nor any Company Subsidiary has participated in or has liability or obligation with respect to any “listed transaction”
within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

(i) In
the past two (2) years, neither the Company nor any Company Subsidiary has been a “distributing corporation” or a “controlled
corporation” in a distribution in which the parties to such distribution treated the distribution as one to which Section 355
of the Code or Section 361 of the Code is applicable.

(j) Neither
the Company nor any Company Subsidiary: (i) is or has ever been a member of an affiliated group of corporations filing a consolidated
U.S. federal income Tax Return or (ii) has any liability for the Taxes of any Person (other than the Company or any Company Subsidiary)
under Treasury Regulations Section 1.1502-6 (or any similar provision of any state, local, or foreign Law), by contract or as a transferee
or successor

(k) Except
as set forth in Section 3.13(k) of the Company Disclosure Letter, there are no Liens for Taxes on the Company or any Company
Subsidiary or their assets, other than Company Permitted Liens.

(l) The
Company has made available true, correct and complete copies of (i) all U.S. federal and state income tax returns of the Company
and each Company Subsidiary for all taxable periods ending on or after December 31, 2019, and all examination reports and statements
of deficiencies assessed against or agreed to by the Company and each Company Subsidiary, and (ii) all transfer pricing, valuation
and similar reports used by the Company and each Company Subsidiary in connection with setting lease terms (collectively, the “Transfer
Pricing Reports“). The Company and each Company Subsidiary have at all times operated in compliance with the Transfer Pricing
Reports.

(m) Neither
the Company nor any Subsidiary is or has ever been bound by any Tax Protection Agreement.

Section 3.14. Properties.

(a) Section 3.14(a) of
the Company Disclosure Letter sets forth a true, correct and complete list in all material respects of the common name and address of
each real property owned (in fee, leasehold or otherwise) by the Company or a Company Subsidiary or leased (including ground leased) by
the Company or a Company Subsidiary as lessee, licensee, grantee, or sublessee as of the date hereof (all such hotel real property interests,
together with all buildings, structures and other improvements and fixtures located on or under such hotel real property interests and
all easements, rights and other appurtenances to such hotel real property interests, are individually referred to herein as a “Company
Property“). As of the date of this Agreement, except as indicated on Section 3.14(a) of the Company Disclosure Letter,
(x) there are no real properties that the Company or any of the Company Subsidiaries is or may be obligated to buy, lease or sublease
on the date hereof or at some future date and (y) there are no real properties that the Company or any of the Company Subsidiaries
have under contract to be sold or assigned and, in each case, there are no commitment, letters of intent or similar arrangement with respect
to the same that remain active. Except as set forth on Section 3.14(a) of the Company Disclosure Letter, neither the Company
nor any Company Subsidiary has granted any unexpired options, rights of first refusal, first negotiation, or first offer or other purchase
rights or preferential options with respect to the purchase or lease of any Company Property or any material assets of the Company or
the Company Subsidiaries that remain in effect as of the date hereof. The Company Property is all the real property necessary and sufficient
for operation of the hotels as operated as of the date hereof in all material respects. The Company and the Company Subsidiaries have
the right to use and operate all Company Property as currently used and operated in all material respects.

(b) The
Company or the Company Subsidiaries own good and valid title to the Company Properties, in each case, free and clear of Liens, except
for Company Permitted Liens, none of which Company Permitted Liens have had, and would not, individually or in the aggregate, reasonably
be expected to have a Company Material Adverse Effect.

(c) There
is no pending or, to the knowledge of the Company or the Partnership, threatened condemnation, expropriation, eminent domain or rezoning
proceeding affecting all or any portion of any of the Company Properties which would, individually or in the aggregate, reasonably be
expected to have a Company Material Adverse Effect.

(d) Section 3.14(d) of
the Company Disclosure Letter sets forth a true, correct and complete list of each Major Lease, together with all amendments, modifications,
supplements, renewals, guarantees and extensions related thereto (collectively, the “Major Lease Documentation“), including
the parties thereto and the real properties to which they relate. The Company has provided the Parent Entities with true, complete and
correct copies of all Major Leases and Major Lease Documentation. With respect to each Major Lease, (x) such Major Lease is valid
and in full force and effect and enforceable against the Company or relevant Company Subsidiary, (y) the Company or the applicable
Company Subsidiary is not in breach, violation, or default under such Major Lease and, to the Company’s knowledge, the applicable counterparty
is not in breach, violation or default under such Major Lease, in each case, except for such defaults which would not, individually or
in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and (z) and none of the Company or any of the
Company Subsidiaries has received written notice that it has violated or is in default under such Major Lease or given written notice
that any counterparty has violated or in in default under any Major Lease that in either case remains uncured at the date of this Agreement,
except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company or
a Company Subsidiary has exclusive possession of each Company Property, other than the Major Leases and any use and occupancy rights granted
to third party tenants, subtenants, concessionaires, hotel guests or licensees pursuant to Contracts with respect to such real property
entered into in the ordinary course of business and other than Company Permitted Liens.

(e) Section 3.14(e) of
the Company Disclosure Letter sets forth a true, correct and complete list of each Company Management Agreement and identifies each Company
Property that is subject to such Company Management Agreement, the Company or the Company Subsidiary that is a party to such agreement,
the date of such agreement and each amendment relating thereto. The Company has provided the Parent Entities with true, complete and correct
copies of all Company Management Agreements. With respect to each Company Management Agreement, (x) such Company Management Agreement
is valid and in full force and effect and enforceable against the Company or applicable Company Subsidiary, (y) other than as set
forth in Section 3.14(e) of the Company Disclosure Letter, neither the Company nor the applicable Company Subsidiary is in breach,
violation or default under such Company Management Agreement and, to the knowledge of the Company or the Partnership, the applicable counterparty
is not in breach, violation or default, under such Company Management Agreement, in each case, except for such breaches, violations or
defaults which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and (z) and,
other than as set forth in Section 3.14(e) of the Company Disclosure Letter, none of the Company or any of the Company Subsidiaries
has received written notice that it has violated or is in breach, violation or default under such Company Management Agreement nor given
any notice that its counterparty is in breach, violation or default under any such Company Management Agreement that in either case remains
uncured at the date of this Agreement, except in the case of clauses (x), (y), and (z) as would not, individually
or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

(f) Section 3.14(f) of
the Company Disclosure Letter sets forth a true, correct and complete list of each Company Franchise Agreement and identifies each Company
Property that is subject to such Company Franchise Agreement, the Company or the Company Subsidiary that is a party to such agreement,
the date of such agreement and each amendment relating thereto. The Company has provided the Parent Entities with true, complete and correct
copies of all Company Franchise Agreements. With respect to each Company Franchise Agreement, (x) such Company Franchise Agreement
is valid and in full force and effect and enforceable against the Company or applicable Company Subsidiary, (y) neither the Company
nor the applicable Company Subsidiary is in breach, violation or default under such Company Franchise Agreement and, to the knowledge
of the Company or the Partnership, the applicable counterparty is not in breach, violation or default, under such Company Franchise Agreement
and (z), except as set forth in Section 3.14(f) of the Company Disclosure Letter, none of the Company or any of the Company
or any Company Subsidiaries has received written notice that it is in breach, violation or default under such Company Franchise Agreement
nor given any notice that its counterparty is in breach, violation or default under such Company Franchise Agreement, except in the case
of clauses (x), (y) and (z), (i) for violations or breaches or defaults that have been cured or (ii) as
would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

(g) Section 3.14(g) of
the Company Disclosure Letter sets forth a true, correct and complete list of each Ground Lease, together with all amendments, modifications,
supplements, renewals and extensions related thereto. The Company has provided the Parent Entities with true, complete and correct copies
of all Ground Leases. With respect to each Ground Lease, (x) such Ground Lease is valid and in full force and effect and enforceable
against the parties thereto, (y) neither the Company nor the applicable Company Subsidiary is in breach, violation or default under
such Ground Lease and, to the Company’s knowledge, the applicable counterparty is not in breach, violation or default, in each case, except
for such defaults which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect,
and (z) and none of the Company or any of the Company Subsidiaries has received written notice that it has violated or is in default
under such Ground Lease nor given any notice that its counterparty is in breach, violation or default under a Ground Lease that remains
uncured, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(h) The
Company has provided Parent with true, complete and correct copies of owners’ title policies with respect to each Company Property. For
each Company Property, a policy of title insurance (each, a “Company Title Insurance Policy“) has been issued insuring,
as of the effective date of each such insurance policy, the estate reflected in such Company Title Insurance Policy. To the knowledge
of the Company, each such policy is in full force and effect. No material claim has been made against any such policy that remains outstanding.

(i) Except
as set forth in Section 3.14(i) of the Company Disclosure Letter or Section 5.1(i) of the Company Disclosure Letter,
neither the Company nor any Company Subsidiary nor any agent of either the Company or any Company Subsidiary is currently performing any
capital projects, renovation or construction projects which project has aggregate projected costs in excess of $5,000,000 at any owned
real property or leased real property.

(j) Neither
the Company nor a Company Subsidiary has received any notice from any insurance company that has issued a policy with respect to any Company
Property or from any lender requiring performance of any material structural or other repairs or alterations to any Company Property,
which repairs or alterations have not been completed. Section 3.14(j) of the Company Disclosure Letter sets forth a list that
is, to the Company’s knowledge, true and complete, of any Company Property all or any portion of which is subject to a historic, preservation,
landmark, cultural or any other similar designation (a “Designation“). To the knowledge of the Company, each Company
Property subject to a Designation is in compliance with all Laws imposed in connection with such Designation and the Company is compliant
with all zoning and land use Laws and requirements, in each case except as would not reasonably be expected to have a Company Material
Adverse Effect.

(k) To
the knowledge of the Company, the Company and the Company Subsidiaries have good and valid title to, or a valid and enforceable leasehold
interest in, or other right to use, all personal property owned, used or held for use by them (other than property owned by tenants and
used or held in connection with the applicable tenancy), except as, would not, individually or in the aggregate, reasonably be expected
to have a Company Material Adverse Effect. To the knowledge of the Company, none of the Company’s or any of the Company Subsidiaries’
ownership of or leasehold interest in any such personal property is subject to any Liens, except for Company Permitted Liens.

Section 3.15. Environmental
Matters. (a) Except as set forth in Section 3.15 of the Company Disclosure Letter or as would not, individually or in the
aggregate, reasonably be expected to have a Company Material Adverse Effect:

(i) to
the knowledge of the Company or the Partnership, neither the Company nor any of the Company Subsidiaries is, or for the past two (2) years
has been, in violation of any Environmental Laws;

(ii) to
the knowledge of the Company or the Partnership, each of the Company and the Company Subsidiaries has all Company Permits required under
any applicable Environmental Laws and are, and for the past two (2) years have been, each in compliance with their requirements;

(iii) there
are no pending or, to the knowledge of the Company or the Partnership, threatened administrative, regulatory or judicial actions, suits,
demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings relating to Hazardous Materials
or any Environmental Law against or affecting the Company or the Company Subsidiaries; and

(iv) to
the knowledge of the Company or the Partnership, there are no events or circumstances that would reasonably be expected to form the basis
of an order or obligation for clean-up or remedial action, or an action, suit or proceeding by any private party or Governmental Entity,
against or affecting the Company or the Company Subsidiaries relating to Hazardous Materials or any Environmental Laws.

(b) The
Company has provided or made available to the Parent Entities copies of all material environmental assessments, reports, audits and all
material correspondence and documents relating to (i) any material claims or investigations pursuant to Environmental Law that are
open or pending as of the date of this Agreement, (ii) any material orders, writs, injunctions, and judgments relating to violations
of or compliance with any Environmental Law and that are in effect as of the date of this Agreement and (iii) any other material
liabilities or obligations of the Company or any Company Subsidiaries pursuant to Environmental Law, which liabilities or obligations
are open or pending as of the date of this Agreement, in the case of each of clauses (i), (ii) and (iii) that
are in the possession of the Company and the Company Subsidiaries as of the date of this Agreement.

Section 3.16. Intellectual
Property.

(a) Except
as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company
and the Company Subsidiaries own or have the right to use in the manner currently used all Intellectual Property used by the Company or
any Company Subsidiary in, and that are material to, the business of the Company and the Company Subsidiaries as currently conducted (the
“Company Intellectual Property“), and (ii) neither the Company nor any of the Company Subsidiaries has received,
in the twelve (12) months preceding the date hereof, any written charge, complaint, claim, demand or notice challenging the validity of
or right to use any of the Company Intellectual Property.

(b) To
the knowledge of the Company or the Partnership, the conduct of the business of the Company and the Company Subsidiaries as currently
conducted does not infringe upon any Intellectual Property rights, other than patents of any other Person, (i) to the knowledge of
the Company, the conduct of the business of the Company and the Company Subsidiaries as currently conducted does not infringe upon any
patents of any other Person and (ii) neither the Company nor any of the Company Subsidiaries has received, in the twelve (12) months
preceding the date hereof, any written charge, complaint, claim, demand or notice alleging any such infringement of the Intellectual Property
rights of any other Person by the Company or any of the Company Subsidiaries that has not been settled or otherwise fully resolved, in
each case of clauses (i) and (ii), except for such matters that would not, individually or in the aggregate, reasonably be expected
to have a Company Material Adverse Effect.

(c) The
Company IT Assets are adequate for, and operate as required by the Company and the Company Subsidiaries in connection with, the operation
of their business as conducted at the date of this Agreement in all material respects, and, except as would not reasonably be expected
to have a Company Material Adverse Effect, the Company IT Assets are free from (i) material bugs, errors, or defects and (ii) viruses,
ransomware, worms, backdoors, or other malware intended to materially and adversely affect the functionality of any Company IT Asset or
the confidentiality, integrity and availability of the Personal Information stored therein. The Company and the Company Subsidiaries have
implemented commercially reasonable anti-malware, backup, security, business continuity, and disaster recovery measures and technology.

(d) The
Company and the Company Subsidiaries are in material compliance with, and have since January 1, 2021 materially complied with, the
Data Privacy/Security Requirements. To the knowledge of the Company, since January 1, 2021, there has been no (a) loss, damage,
or unauthorized use, access, or disclosure, or other breach of security of the Personal Information maintained by the Company or any Company
Subsidiary (including, but not limited to, any event that would give rise to a breach or incident for which notification by the Company
or any Company Subsidiary to individuals and/or governmental authorities is required under Data Privacy/Security Requirements), (b) breach
or unauthorized intrusion of the security of any Company IT Asset, or (c) suit, claim, action, inquiry, investigation or proceeding
pending or threatened in writing by or against the Company or any Company Subsidiary concerning any Data Privacy/Security Requirement
or compliance therewith or violation thereof.

Section 3.17. Contracts.

(a) All
Contracts, including amendments thereto, required to be filed as an exhibit to any report of the Company filed on or after January 1,
2022 pursuant to the Exchange Act of the type described in Item 601(b)(10) of Regulation S-K promulgated by the SEC have been filed.

(b) Other
than the Contracts described in Section 3.17(a), Section 3.17(b) of the Company Disclosure Letter sets forth a complete
list, in each case as of the date hereof, of each Contract (or the accurate description of principal terms in case of oral Contracts),
including all amendments, supplements and side letters thereto that modify each such Contract in any material respect, to which the Company
or any of the Company Subsidiaries is a party or by which it is bound or to which any of their respective assets are subject (other than
any of the foregoing solely between the Company and any of the wholly owned Company Subsidiaries or solely between any wholly owned Company
Subsidiaries) that:

(i) is
a limited liability company agreement, partnership agreement or joint venture agreement or similar Contract (including Joint Venture Agreements)
with a third party (or sets forth material terms of any such arrangement);

(ii) contains
covenants of the Company or any of the Company Subsidiaries purporting to limit, in any material respect, either the type of business
in which the Company or any of the Company Subsidiaries or any of their affiliates may engage or the geographic area in which any of them
may so engage, other than (w) Company Permitted Liens, (x) special purpose entity requirements contained in the Existing Loan
Documents or other documents governing Indebtedness of the Company or any Company Subsidiary or replacements of the foregoing, (y) customary
provisions entered into by the Company or a Company Subsidiary in the ordinary course of business and contained in Major Leases, Ground
Leases, Company Management Agreements or Company Franchise Agreements or (z) contained in other recorded documents by which real
property was conveyed by the Company or any of the Company Subsidiaries to any user;

(iii) (a) evidences
Indebtedness described in clauses (a) through (d) of the definition thereof in excess of $10,000,000 of the Company or any of
the Company Subsidiaries, whether unsecured or secured or (b) evidences any indebtedness secured by any Company Property and/or direct
ownerships therein (such Contracts, the “Existing Loan Documents“);

(iv) except
for any capital contribution requirements and covenants to fund working capital needs or required capital, in each case as set forth in
the organizational documents of any Person set forth in Section 3.17(b)(iv) of the Company Disclosure Letter or in any Joint
Venture Agreements, Company Management Agreements, Company Franchise Agreements, Existing Loan Documents or other documents governing
Indebtedness of the Company or any Company Subsidiary (x) requires the Company or any Company Subsidiary to make any investment (in
each case, in the form of a loan, capital contribution or similar transaction) in any non–wholly owned Company Subsidiary or other
Person in excess of $2,000,000 or (y) evidences a loan (whether secured or unsecured) made to any other Person in excess of $1,000,000
(excluding ordinary course extensions of trade credit (such as funding of customer non-recurring charges) or rent relief);

(v) any
Contract (other than solely among the Company and one or more Company Subsidiaries) provides for the sale, assignment, ground lease or
exchange of, or option to sell, assign, ground lease or exchange, any Company Property or any portion thereof, or for the purchase, assignment,
assumption, lease, ground lease or exchange of, or option to purchase, assign, ground lease or exchange, any real estate;

(vi) other
than Contracts for ordinary repair and maintenance, any Contract (other than solely among the Company and one or more Company Subsidiaries)
relating to the development or construction of, or renovations, additions or expansions to, the Company Properties, under which the Company
or any Company Subsidiary has, or expects to incur, an obligation under such Contract of (A) individually, $2,000,000 or more, or
(B) collectively with all obligations under any other Contracts for the applicable project with respect to which such Contract has
been entered, $5,000,000 or more;

(vii) relates
to the settlement (or proposed settlement) of any pending or threatened suit or proceeding, other than any settlement that provides solely
for the payment of less than $4,000,000 in cash (net of any amount covered by insurance or indemnification that is reasonably expected
to be received by the Company or any Company Subsidiary);

(viii) is
with any current executive officer or director of the Company or any of the Company Subsidiaries, any stockholder of the Company beneficially
owning 5% or more of outstanding Company Shares or, to the Company’s knowledge, any member of the “immediate family” (as such
term is defined in Item 404 of Regulation S-K promulgated under the Securities Act) or any affiliate of any of the foregoing;

(ix) is
a material Contract that relates to material Company IT Assets or Intellectual Property (other than (A) generally commercially available,
off-the-shelf licenses or services agreements, with annual aggregate payments in an amount of $1,000,000 or less in fiscal year 2021 or
expected in fiscal year 2022 or (B) non-exclusive licenses in the ordinary course of business);

(x) is
a lease, sublease, license or other occupancy agreement, in each case with respect to real property to which the Company or any Company
Subsidiary is a party as lessee, sublessee, licensee, or grantee;

(xi) is
(A) a golf course operation or management agreement with respect to any Company Property or to which the Company and any Company
Subsidiary is a party or (B) any other Contract that relates to access, use, or operation of any golf course in connection with any
Company Property or to which the Company and any Company Subsidiary is a party and, in the case of each of clauses (A) and
(B), is in the Company or any Company Subsidiary’s possession;

(xii) any
Contract not otherwise described above, other than a Major Lease, a Ground Lease, a Company Management Agreement or a Company Franchise
Agreement, that is a binding individual purchase order or statement of work that calls for or guarantees aggregate payments by the Company
and the Company Subsidiaries of more than $10,000,000 over the remaining term of such binding individual purchase order or statement of
work.

Each Contract of a type described
in clauses (a) and (b) of this Section 3.17 is referred to herein as a “Company Material Contract.”
To the knowledge of the Company, the Company has made available to the Parent Entities true and complete copies of all Company Material
Contracts as of the date hereof, including amendments and supplements thereto that modify each such Contract in any material respect.

(c) Except
as set forth in Section 3.17(c) of the Company Disclosure Letter (i) neither the Company nor any Company Subsidiary is
in (or has received any written claim of) breach of or default under the terms of any Company Material Contract, and, to the knowledge
of the Company, no event has occurred that with notice or lapse of time or both would constitute a breach or default thereunder by the
Company or any Company Subsidiary, in each case, except as would not, individually or in the aggregate, reasonably be expected to have
a Company Material Adverse Effect; (ii) to the knowledge of the Company, no other party to any Company Material Contract (other than
any Major Leases, Ground Leases, Company Franchise Agreements and Company Management Agreements which are addressed in Section 3.14)
is in breach of or default under the terms of any Company Material Contract where such breach or default would, individually or in the
aggregate, reasonably be expected to have a Company Material Adverse Effect; and (iii) each Company Material Contract is a valid
and binding agreement of the Company or a Company Subsidiary, as applicable, and, to the knowledge of the Company, the other parties thereto
and is in full force and effect, subject to the Bankruptcy and Equity Exception, in each case except as would not, individually or in
the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Section 3.18. Opinion
of Financial Advisor. The Company Board has received the opinion of Morgan Stanley & Co. LLC to the effect that, as of the
date of such opinion and based upon and subject to the various matters, limitations, qualifications and assumptions set forth therein:
(a) the Per Company A Share Merger Consideration to be received by the holders of Class A Common Stock and (b) the Per
Company T Share Merger Consideration to be received by the holders of Class T Common Stock (in each case, other than such shares
held by the Parent Entities, Merger Sub I, Merger Sub II and their respective affiliates) pursuant to this Agreement is fair, from a financial
point of view, to such holders of Company Common Stock (other than the Parent Entities, Merger Sub I, Merger Sub II and their respective
affiliates). Promptly following execution of this Agreement, the Company will provide a copy of such opinion to the Parent Entities and
their representatives for informational purposes only.

Section 3.19. Takeover
Statutes. The Company has taken all action required to be taken by it in order to exempt this Agreement and the Mergers from, and
this Agreement and the Mergers are exempt from, the requirements of any “moratorium”, “control share”, “fair
price”, “affiliate transaction”, “business combination” or other takeover Laws and regulations, in the MGCL (including
the Maryland Business Combination Act and Maryland Control Share Acquisition Act) or the DRULPA (collectively, “Takeover Statutes“).

Section 3.20. Vote
Required. The affirmative vote of the holders of Company Shares entitled to cast a majority of all of the votes entitled to be cast
on the Company Merger at the Company Shareholders’ Meeting is the only vote required of the holders of any shares of stock or other equity
securities of the Company to approve the Company Merger and the other transactions contemplated by this Agreement (the “Company
Requisite Vote“). Other than the written consent of the Company, as the general partner of the Partnership and the holder of
Percentage Interests (as defined in the Partnership Agreement) representing more than fifty percent (50%) of the aggregate Percentage
Interests (as defined in the Partnership Agreement) of the Partners (as defined in the Partnership Agreement), approving this Agreement,
the Company Merger and the Partnership Merger (which written consent has been obtained), no vote or consent of the holders of any Partnership
Units is necessary to approve the Partnership Merger, the Company Merger or the other transactions contemplated by this Agreement and
no dissenters or appraisal rights will be available to any holder of Partnership Units.

Section 3.21. Insurance.
Section 3.21 of the Company Disclosure Letter sets forth a correct and complete list of the material insurance policies held by,
or for the benefit of the Company or any of the Company Subsidiaries as of the date of this Agreement, including the insurer under such
policies and the type of and amount of coverage thereunder. Except as would not, individually or in the aggregate, reasonably be expected
to have a Company Material Adverse Effect, (a) all insurance policies maintained by the Company and the Company Subsidiaries are
in full force and effect, (b) all premiums due and payable thereon have been paid, and (c) neither the Company nor any Company
Subsidiary is in breach of or default under any of such insurance policies. Except as would not, individually or in the aggregate, reasonably
be expected to have a Company Material Adverse Effect, since January 1, 2020, the Company has not received written notice of termination
or cancellation or denial of coverage with respect to any insurance policy, or written notice of failure to renew any such insurance policy
or refusal of coverage thereunder, or any other notice that such policies are no longer in full force or effect or that the issuer of
any such policy is no longer willing or able to perform its obligations thereunder.

Section 3.22. Investment
Company Act. Neither the Company nor any of the Company Subsidiaries is required to be registered as an investment company under the
Investment Company Act of 1940.

Section 3.23. Brokers.
Neither the Company nor any Company Subsidiary has entered into any agreement or arrangement entitling any broker, finder, investment
banker or financial advisor to any broker’s or finder’s fee or other fee or commission in connection with the Mergers, other than Morgan
Stanley & Co. LLC and Hodges Ward Elliott, Inc. The Company has furnished to the Parent Entities true and complete copies
of all Contracts between the Company and each of Morgan Stanley & Co. LLC and Hodges Ward Elliott, Inc. relating to the
transactions contemplated by this Agreement, which agreements disclose all fees payable thereunder.

Section 3.24. Acknowledgement
of No Other Representations or Warranties.

(a) Except
for the representations and warranties in this Article III or in any certificate delivered by the Company or the Partnership
to the Parent Entities, Merger Sub I or Merger Sub II, neither the Company, the Partnership nor any Person on behalf of the Company or
the Partnership makes any express or implied representation or warranty with respect to the Company, the Partnership or any other Company
Subsidiaries or their respective businesses, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects,
or any estimates, projections, forecasts and other forward-looking information or business and strategic plan information regarding the
Company, the Partnership and the other Company Subsidiaries or with respect to any other information provided or made available to the
Parent Entities, Merger Sub I or Merger Sub II or their respective Representatives in connection with the Mergers or the other transactions
contemplated by this Agreement (including any information, documents, projections, forecasts, estimates, predictions or other material
made available to the Parent Entities, Merger Sub I or Merger Sub II or their respective Representatives in “data rooms,” management
presentations or due diligence sessions in expectation of the Mergers or the other transactions contemplated by this Agreement), and each
of the Parent Entities, Merger Sub I and Merger Sub II acknowledge the foregoing. In particular, and without limiting the generality of
the foregoing, except for the representations and warranties in this Article III neither the Company, the Partnership nor
any other Person makes or has made any express or implied representation or warranty to the Parent Entities, Merger Sub I, Merger Sub
II or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect
information relating to the Company, the Partnership, any of the other Company Subsidiaries or their respective businesses or (b) any
oral or written information presented to the Parent Entities, Merger Sub I, Merger Sub II or any of their respective Representatives in
the course of their due diligence investigation of the Company and the Partnership, the negotiation of this Agreement or the course of
the Mergers or the other transactions contemplated by this Agreement.

(b) The
Company and the Partnership hereby acknowledge that, except for the representations and warranties expressly set forth in Article IV
or in any certificate delivered by the Parent Entities, Merger Sub I or Merger Sub II to the Company or the Partnership, neither the Parent
Entities, Merger Sub I, Merger Sub II nor any of their affiliates, nor any other Person on behalf of any of them, has made or is making
any other express or implied representation or warranty with respect to the Parent Entities, Merger Sub I, Merger Sub II or any of their
respective affiliates or their respective business or operations, including with respect to any information provided or made available
to the Company, the Partnership or any of their respective affiliates or Representatives. Except with respect to the representations and
warranties expressly set forth in Article IV or in any certificate delivered by the Parent Entities, Merger Sub I or Merger
Sub II to the Company or the Partnership or any breach of any covenant or other agreement of the Parent Entities, Merger Sub I or Merger
Sub II contained herein, the Company and the Partnership hereby acknowledge that neither the Parent Entities, Merger Sub I, Merger Sub
II, nor any of their affiliates, nor any other Person on their behalf, will have or be subject to any liability or indemnification obligation
to the Company, the Partnership or any of their affiliates on any basis (including in contract or tort, under federal or state securities
Laws or otherwise) based upon the delivery, dissemination or any other distribution to the Company, the Partnership or any of their respective
affiliates or Representatives, or the use by the Company, the Partnership or any of their respective affiliates or Representatives, of
any information, documents, projections, forecasts, estimates, predictions or other material made available to the Company, the Partnership
or any of their respective affiliates or their respective Representatives in expectation of the Mergers or the other transactions contemplated
by this Agreement. Notwithstanding the foregoing, the provisions of this Section 3.24 do not limit the express representations
and obligations of the Guarantor contained in the Guaranty.

Article IV
REPRESENTATIONS AND WARRANTIES OF THE PARENT ENTITIES,
MERGER SUB I AND MERGER SUB II

The Parent Entities, Merger
Sub I and Merger Sub II hereby jointly and severally represent and warrant to the Company and the Partnership as follows:

Section 4.1. Organization.

(a) Each
of the Parent Entities is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of
Delaware. Each of the Parent Entities is duly qualified or licensed to do business as a foreign entity and is in good standing under the
Laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction
of its business makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified
or licensed would not reasonably be expected to prevent, materially delay or materially impair, individually or in the aggregate, the
ability of the Parent Entities, Merger Sub I or Merger Sub II to consummate the Mergers. Each of the Parent Entities has all requisite
power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The certificate of
formation of each of the Parent Entities is in full force and effect, and no dissolution, revocation or forfeiture proceedings regarding
any Parent Entity have been commenced.

(b) Merger
Sub I is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. Merger
Sub I is duly qualified or licensed to do business as a foreign entity and is in good standing under the Laws of any other jurisdiction
in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such
qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed would not reasonably
be expected to prevent, materially delay or materially impair, individually or in the aggregate, the ability of the Parent Entities, Merger
Sub I or Merger Sub II to consummate the Mergers. Merger Sub I has all requisite power and authority to own, operate, lease and encumber
its properties and carry on its business as now conducted. The certificate of formation of Merger Sub I is in full force and effect, and
no dissolution, revocation or forfeiture proceedings regarding Merger Sub I have been commenced. Merger Sub I, immediately prior to the
Partnership Merger Effective Time, will be treated as an entity disregarded as separate from the Parent Entities for U.S. federal income
tax purposes.

(c) Merger
Sub II is a limited partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware. Merger
Sub II is duly qualified or licensed to do business as a foreign entity and is in good standing under the Laws of any other jurisdiction
in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such
qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed would not reasonably
be expected to prevent, materially delay or materially impair, individually or in the aggregate, the ability of the Parent Entities, Merger
Sub I or Merger Sub II to consummate the Mergers. Merger Sub II has all requisite power and authority to own, operate, lease and encumber
its properties and carry on its business as now conducted. The certificate of limited partnership and partnership agreement of Merger
Sub II are in full force and effect, and no dissolution, revocation or forfeiture proceedings regarding Merger Sub II have been commenced.

(d) Each
Parent Entity was formed solely for the purpose of engaging in the transactions contemplated hereby, and it has not conducted any business
prior to the date hereof and has no, and prior to the Partnership Merger Effective Time will have no, assets, liabilities or obligations
of any nature other than those incident to its formation and pursuant to this Agreement and the transactions contemplated by this Agreement.

Section 4.2. Authority.
Each of the Parent Entities, Merger Sub I and Merger Sub II has the requisite power and authority to execute and deliver this Agreement
and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by each of the Parent
Entities, Merger Sub I and Merger Sub II and the consummation by them of the transactions contemplated hereby have been duly authorized
by all necessary limited liability company or limited partnership action on the part of the Parent Entities, Merger Sub I and Merger Sub
II, as applicable, and, other than the filing of the Company Merger Articles of Merger with the SDAT, no additional limited liability
company or limited partnership proceedings on the part of the Parent Entities, Merger Sub I or Merger Sub II are necessary to authorize
the execution, delivery and performance of this Agreement by each of them or the consummation of the transactions contemplated hereby.
This Agreement has been duly executed and delivered by each of the Parent Entities, Merger Sub I and Merger Sub II and (assuming the due
authorization, execution and delivery of this Agreement by the Company and the Partnership) constitutes the valid and binding obligation
of each of the Parent Entities, Merger Sub I and Merger Sub II enforceable against each of them in accordance with its terms, subject
to the Bankruptcy and Equity Exception.

Section 4.3. No
Conflict; Required Filings and Consents.

(a) None
of the execution, delivery or performance of this Agreement by the Parent Entities, Merger Sub I or Merger Sub II or the consummation
by the Parent Entities, Merger Sub I or Merger Sub II of the transactions contemplated by this Agreement will: (i) conflict with
or violate any provision of the certificate of limited partnership, partnership agreement or any equivalent organizational or governing
documents of each of the Parent Entities, Merger Sub I or Merger Sub II; (ii) assuming that all consents, approvals and authorizations
described in Section 4.3(b) have been obtained and all filings and notifications described in Section 4.3(b) have
been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Parent Entities,
Merger Sub I or Merger Sub II or any of their respective properties or assets; or (iii) require any consent or approval under, violate,
conflict with, result in any breach of, or constitute a default under (with or without notice or lapse of time, or both), or result in
termination or give to others any right of termination, vesting, amendment, acceleration, cancellation, purchase or sale under, or result
in the triggering of any payment or creation of a Lien (other than a Company Permitted Lien) upon any of the respective properties or
assets of the Parent Entities, Merger Sub I or Merger Sub II pursuant to, any Contract to which the Parent Entities, Merger Sub I or Merger
Sub II is a party (or by which any of their respective properties or assets (including rights) are bound) or any Permit held by it or
them, except, with respect to clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be
expected to prevent, materially delay or materially impair the ability of the Parent Entities, Merger Sub I or Merger Sub II to consummate
the Mergers.

(b) None
of the execution, delivery or performance of this Agreement by the Parent Entities, Merger Sub I or Merger Sub II or the consummation
by the Parent Entities, Merger Sub I or Merger Sub II of the transactions contemplated by this Agreement will require (with or without
notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to,
any Governmental Entity with respect to the Parent Entities, Merger Sub I, Merger Sub II or any of their respective properties or assets,
other than (i) the filing of the Company Merger Articles of Merger with, and acceptance for record of the Company Merger Articles
of Merger by, with the SDAT, (ii) the filing of the Partnership Merger Certificate with the DSOS, (iii) compliance with, and
such filings as may be required under, Environmental Laws, (iv) compliance with the applicable requirements of the Exchange Act,
(v) such filings as may be required in connection with the payment of any transfer and gain taxes and (vi) where the failure
to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to, any
Governmental Entity would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair
the ability of the Parent Entities, Merger Sub I or Merger Sub II to consummate the Mergers.

Section 4.4. Litigation.
As of the date hereof, there is no suit, claim, action or proceeding to which the Parent Entities or any of its Subsidiaries is a party
pending or, to the knowledge of the Parent Entities, threatened in writing against any of the Parent Entities or any of their Subsidiaries
that would reasonably be expected to prevent, materially delay or materially impair the consummation of the transactions contemplated
hereby. As of the date hereof, none of the Parent Entities or any of their Subsidiaries is subject to any outstanding order, writ, injunction,
judgment or decree that, individually or in the aggregate, would reasonably be expected to prevent, materially delay or materially impair
the consummation of the transactions contemplated hereby.

Section 4.5. Brokers.
No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission payable by the Company or any
of its affiliates or any of their respective stockholders in connection with the Mergers based upon arrangements made by and on behalf
of the Parent Entities, Merger Sub I, Merger Sub II or any of their Subsidiaries.

Section 4.6. Information
Supplied. None of the information supplied or to be supplied by the Parent Entities, Merger Sub I or Merger Sub II or any of their
Representatives specifically for inclusion (or incorporation by reference) in the Proxy Statement will, at the time the Proxy Statement
is first mailed to the Company’s stockholders or at the time of the Company Shareholders’ Meeting, as applicable, contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein,
in light of the circumstances under which they are made, not misleading.

Section 4.7. Merger
Sub I and Merger Sub II.

(a) All
of the issued and outstanding limited liability company interests in Merger Sub I are, and immediately prior to the Company Merger Effective
Time will be, owned by the Parent Entities or one or more of their affiliates. Merger Sub I was formed solely for the purpose of engaging
in the transactions contemplated hereby, and it has not conducted any business prior to the date hereof and has no, and prior to the Company
Merger Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant
to this Agreement and the transactions contemplated by this Agreement.

(b) All
of the issued and outstanding limited partnership interests in Merger Sub II are, and immediately prior to the Partnership Merger Effective
Time will be, owned by the Parent Entities. Merger Sub II GP, is, and immediately prior to the Partnership Merger Effective Time will
be, the sole general partner of Merger Sub II. Merger Sub II was formed solely for the purpose of engaging in the transactions contemplated
hereby, and it has not conducted any business prior to the date hereof and has no, and prior to the Partnership Merger Effective Time
will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement
and the transactions contemplated by this Agreement.

(c) None
of the Parent Entities, Merger Sub I or Merger Sub II or any of their respective Subsidiaries owns any Excluded Shares or beneficially
owns (as defined in Rule 13d-3 under the Exchange Act) any Company Shares or Partnership Units or any securities that are convertible
into or exchangeable or exercisable for Company Shares or Partnership Units, or holds any rights to acquire or vote any Company Shares
or Partnership Units, other than pursuant to this Agreement.

Section 4.8. Sufficient
Funds.

(a) Assuming
(i) the accuracy of the representations and warranties of the Company in Section 3.5(a) and Section 3.8
and (ii) that the Debt Financing is funded in accordance with the Debt Commitment Letter, at the Closing the Parent Entities will
have sufficient cash on hand to consummate the transactions contemplated by this Agreement and satisfy all of its obligations under this
Agreement, including the payment of the Merger Consideration, any fees and expenses of or payable by the Parent Entities, Merger Sub I,
Merger Sub II or the Surviving Company, any payments in respect of equity compensation obligations required to be made in connection with,
or as a result of, the Mergers and any repayment or refinancing of any outstanding Indebtedness of the Parent Entities, the Company and
their respective Subsidiaries required in connection therewith (collectively, the “Financing Purposes“).

(b) As
of the date of this Agreement, the Parent Entities, Merger Sub I and Merger Sub II have received (i) an executed equity commitment
letter dated as of date of this Agreement (the “Equity Commitment Letter“) from the equity financing sources party thereto
(the “Equity Financing Sources“) pursuant to which the Equity Financing Sources have committed to provide the amount
of cash equity financing as set forth in the Equity Commitment Letter, subject to the terms and conditions set forth therein (the “Equity
Financing“), and (ii) an executed debt commitment letter and executed fee letter associated therewith, each dated as of
date of this Agreement (such commitment letter, and all attached exhibits, schedules, annexes that are delivered on date of this Agreement
and amendments thereto permitted by the terms hereof and any fee letter delivered on the date of this Agreement (which fee letter may
be redacted as described below), collectively, the “Debt Commitment Letter” and, together with the Equity Commitment
Letter, the “Commitment Letters“) from the lenders party thereto (collectively, the “Lenders“), pursuant
to which the Lenders have committed, subject to the terms and conditions set forth in the Debt Commitment Letter, to provide to the Parent
Entities the amount of financing set forth in the Debt Commitment Letter (the “Debt Financing” and, together with the
Equity Financing, the “Financing“) for the Financing Purposes.

(c) A
true, correct and complete copy of each of the fully executed Equity Commitment Letter, the fully executed Debt Commitment Letter and
the fee and engagement letters related to the Debt Commitment Letter, each as in effect on date of this Agreement has been provided to
the Company except that, in the case of the Debt Commitment Letter and related fee and engagement letters, the fees and other commercially
sensitive information therein (including provisions in such fee letter related solely to fees, “flex terms” and economic terms)
may have been redacted; provided, however, that no redacted term provides that the aggregate amount or net cash proceeds of the Debt Financing
set forth in the unredacted portion of the Debt Commitment Letter could be reduced below the amount necessary to satisfy the Financing
Purposes, or adds any conditions, contingencies or affects the availability of all or any portion of the Debt Financing (other than any
fees, expenses, original issue discounts and similar premiums and charges) or the enforceability of the Debt Commitment Letter.

(d) As
of date of this Agreement, (i) the Parent Entities have fully paid (or caused to be paid) all commitment and other fees, if any,
required by the Commitment Letters (including the fee and engagement letters related to the Debt Commitment Letter) to be paid on or before
date of this Agreement and (ii) each Commitment Letter (including the fee and engagement letters related to the Debt Commitment Letter)
is a legal, valid and binding obligation of the Parent Entities and, to the knowledge of the Parent Entities, each other party thereto,
and in full force and effect, has not been (other than as permitted hereunder), amended, modified, withdrawn, terminated or rescinded
in any respect, and no event has occurred which (with or without notice, lapse of time or both) would reasonably be expected to constitute
a breach thereunder on the part of the Parent Entities.

(e) There
are no side letters or other agreements relating to the Commitment Letters (including the fee letter entered into in connection with the
Debt Financing) that would (A) impair, delay or prevent the consummation of the Mergers, (B) reduce the aggregate amount of
the Debt Financing (unless such reduction is matched with an equal increase of the Equity Financing under the Equity Commitment Letter
and/or Replacement Financing), (C) impose new or additional conditions or otherwise expand, amend or modify any of the conditions
to the receipt of the Financing or (D) otherwise reasonably be expected to adversely affect the ability of the Parent Entities to
timely consummate the Mergers. Except as expressly set forth in the Equity Commitment Letter, there are no conditions precedent to the
obligation of the Equity Financing Sources to provide the Equity Financing or any contingencies that would permit the Equity Financing
Sources to reduce the total amount of Equity Financing.

(f) As
of date of this Agreement, the Parent Entities do not have any reason to believe that any of the conditions to the Financing applicable
to them will not be satisfied on a timely basis or that the Financing will not be available to the Parent Entities on the date on which
the Closing should occur pursuant to Section 1.5. The obligations of the Parent Entities, Merger Sub I and Merger Sub II
under this Agreement are not conditioned in any manner upon the Parent Entities obtaining any financing.

Section 4.9. Guaranty.
Concurrently with the execution of this Agreement, the Parent Entities have delivered the Guaranty to the Company and the Partnership.
The execution, delivery and performance of the Guaranty by the Guarantors and the consummation by the Guarantors of the transactions contemplated
thereby have been duly authorized by all necessary corporate action on the part of the Guarantors, and no additional corporate proceedings
on the part of the Guarantors are necessary to authorize such execution, delivery, performance or consummation. The Guaranty has been
duly executed by the Guarantors, is in full force and effect, has not been withdrawn or terminated or otherwise amended, supplemented
or modified in any respect, and constitutes the valid and binding obligation of the Guarantors, enforceable against each Guarantor in
accordance with and subject to its terms and conditions, except as enforceability may be limited by the Bankruptcy and Equity Exception.
No event has occurred which, with or without notice, lapse of time or both, could constitute a default, breach or a failure to satisfy
a condition under the terms and conditions on the part of the Guarantors under the Guaranty. Each Guarantor has, and at all times will
have, for so long as the Guaranty shall remain in effect in accordance with the Guaranty, access to sufficient capital to satisfy in full
the full amount of the guaranteed obligations under the Guaranty. The provisions of this Section 4.9 do not limit the express
representations of the Guarantors contained in the Guaranty.

Section 4.10. Solvency.
Assuming that (a) the conditions to the obligation of the Parent Entities, Merger Sub I and Merger Sub II to consummate the Mergers
set forth in Section 6.1 and Section 6.2 have been satisfied or waived, (b) the representations and warranties
set forth in Article III are true and correct, and (c) the most recent financial projections or forecasts provided by
the Company to the Parent Entities prior to the date hereof have been prepared in good faith on assumptions that were reasonable at such
time, then at and immediately following the Company Merger Effective Time and after giving effect to all of the transactions contemplated
by this Agreement, the Parent Entities, the Surviving Company and each Subsidiary of the Surviving Company, including the Surviving Partnership,
will have adequate capital available to carry on their respective business. The Parent Entities, Merger Sub I and Merger Sub II are not
entering into the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors.

Section 4.11. Absence
of Certain Arrangements. None of the Parent Entities, Merger Sub I or Merger Sub II nor any of their affiliates has entered into any
Contract with any bank or investment bank or other potential provider of debt or equity financing on an exclusive basis in connection
with any transaction involving the Company or the Partnership (or otherwise on terms that would prohibit such provider from providing
or seeking to provide such financing to any third party in connection with a transaction relating to the Company or any of the Company
Subsidiaries), except for such actions to which the Company has previously agreed in writing. Other than this Agreement, the Guaranties
and the Confidentiality Agreement, as of the date hereof, there are no Contracts or any commitments to enter into any Contract between
the Parent Entities, Merger Sub I or Merger Sub II or any of their respective controlled affiliates, on the one hand, and any director,
officer, employee or stockholder of the Company or the Partnership, on the other hand, relating to (a) (i) this Agreement, the
Mergers or the other transactions contemplated by this Agreement or (ii) the businesses or operations of the Surviving Company or
any of its Subsidiaries (including as to continuing employment) after the Company Merger Effective Time or the Surviving Partnership or
any of its Subsidiaries after the Partnership Merger Effective Time or (b) pursuant to which any (i) such holder of Company
Shares would be entitled to receive consideration of a different amount or nature than the Per Company A Share Merger Consideration
or the Per Company T Share Merger Consideration (as the case may be) in respect of such holder’s Company Shares, (ii) such holder
of Company Shares has agreed to vote against any Superior Proposal or (iii) such stockholder, director, officer, employee or other
affiliate of the Company has agreed to provide, directly or indirectly, any equity investment to the Parent Entities, Merger Sub I, Merger
Sub II, the Company or the Partnership to finance any portion of the Mergers.

Section 4.12. Tax
Matters. The acquisition of the Company by the Parent Entities will not cause the Company to be “closely held” (as defined
in Section 856(h) of the Code (taking into account Section 856(h)(3))) or otherwise cause the Company to fail to qualify
as a REIT.

Section 4.13. Acknowledgement
of No Other Representations and Warranties. The Parent Entities, Merger Sub I and Merger Sub II hereby acknowledge that, except for
the representations and warranties expressly set forth in Article III or in any certificate delivered by the Company or the
Partnership to the Parent Entities, Merger Sub I or Merger Sub II, neither the Company, the Partnership nor any of their affiliates, nor
any other Person on behalf of the Company or the Partnership, has made or is making any other express or implied representation or warranty
with respect to the Company, the Partnership or any of their respective affiliates or their respective business or operations, including
with respect to any information provided or made available to the Parent Entities, Merger Sub I, Merger Sub II or any of their respective
affiliates or Representatives. Except with respect to the representations and warranties expressly set forth in Article III
or in any certificate delivered by the Company or the Partnership to the Parent Entities, Merger Sub I or Merger Sub II or any breach
of any covenant or other agreement of the Company or the Partnership contained herein, the Parent Entities, Merger Sub I and Merger Sub
II hereby acknowledge that neither the Company, the Partnership, nor any of their affiliates, nor any other Person on their behalf, will
have or be subject to any liability or indemnification obligation to the Parent Entities, Merger Sub I or Merger Sub II or any of their
affiliates on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon the delivery,
dissemination or any other distribution to the Parent Entities, Merger Sub I, Merger Sub II or any of their respective affiliates or Representatives,
or the use by the Parent Entities, Merger Sub I, Merger Sub II or any of their respective affiliates or Representatives, of any information,
documents, projections, forecasts, estimates, predictions or other material made available to the Parent Entities, Merger Sub I or Merger
Sub II or their respective affiliates and Representatives, including in “data rooms,” management presentations or due diligence
sessions, in expectation of the Mergers or the other transactions contemplated by this Agreement. Each of the Parent Entities, Merger
Sub I, Merger Sub II and their respective affiliates and Representatives have relied on the results of their own independent investigation
and the representations and warranties expressly set forth in Article III.

Article V
COVENANTS AND AGREEMENTS

Section 5.1. Conduct
of Business by the Company Pending the Mergers. During the period from the date of this Agreement to the earlier of the Partnership
Merger Effective Time and the termination of this Agreement in accordance with Section 7.1 (the “Interim Period“),
except as (a) otherwise expressly contemplated or permitted by this Agreement, (b) as required by Law, (c) required to
comply with COVID-19 Measures or otherwise taken (or not taken) by the Company or any of the Company Subsidiaries reasonably and in good
faith to respond to COVID-19 Measures, after using commercially reasonable efforts to provide advance notice to and consult with the Parent
Entities (if reasonably practicable) with respect thereto, (d) as set forth in Section 5.1 of the Company Disclosure Letter
or (e) to the extent that the Parent Entities shall otherwise consent in writing, which consent shall not be unreasonably withheld,
delayed or conditioned, the Company shall, and shall cause each Company Subsidiary to, in all material respects, use commercially reasonable
efforts to carry on their respective businesses in the ordinary course of business and use its commercially reasonable efforts to preserve
intact and maintain in all material respects its current business organization, goodwill, assets and significant relationships with material
suppliers, material tenants, material creditors and material lessors and other Persons with which the Company or any of its Subsidiaries
has material business relations, keep available the services of its then-current officers and key employees, and maintain the status of
the Company as a REIT. Without limiting the generality of the foregoing, during the Interim Period, the Company will not and the Company
shall cause each Company Subsidiary not to (except as (v) expressly permitted or expressly contemplated by this Agreement or as expressly
contemplated by the transactions contemplated hereby, (w) as required by Law, (x) as set forth in Section 5.1 of the Company
Disclosure Letter, (y) to the extent requested by the Parent Entities pursuant to Section 5.12 or otherwise or (z) to
the extent that the Parent Entities shall otherwise consent in writing, which consent shall not be unreasonably withheld, delayed or conditioned):

(a) (i) amend
the Company Charter or Company Bylaws, Certificate of Limited Partnership, Partnership Agreement, or similar organizational or governance
documents of the Company or the Partnership or (ii) amend the organizational or governance documents of any other Company Subsidiary,
other than in the ordinary course of business;

(b) authorize
for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options,
warrants, commitments, subscriptions, rights to purchase, forward equity sales or otherwise) any shares of any class, partnership interests
or any equity equivalents (including any stock options or stock appreciation rights) or any other securities convertible into or exchangeable
for any shares, partnership interests or any equity equivalents (including any stock options or stock appreciation rights), except for
the issuance or sale of shares of Company Common Stock or Partnership Units (i) pursuant to the exercise of the Company Warrants,
(ii) as dividends of Series B Preferred Stock on outstanding shares of Series B Preferred Stock, (iii) pursuant to
awards granted under the Company Share Incentive Plan that are outstanding as of the date hereof, or (iv) issuable upon exchange
or redemption of Partnership Units in accordance with the terms of the Partnership Agreement or (v) as permitted under 5.1(f);

(c) (i) split,
combine or reclassify any of their respective share capital, partnership interests or other equity interests; (ii) except (A) as
permitted pursuant to Section 5.11, (B) for the declaration and payment of cash or stock dividends or other distributions
on the Company Series B Preferred Stock and the Preferred Partnership Units in accordance with their respective terms, (C) in
transactions between the Company and one or more wholly owned Company Subsidiaries or solely between wholly owned Company Subsidiaries,
or (D) for dividends or other distributions by any Company Subsidiary that is not wholly owned, directly or indirectly, by the Company,
in accordance with the requirements of the organizational or governing documents of such Company Subsidiary, authorize, declare, set aside
or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of their respective
stock, partnership interests or other equity interests or make any actual, constructive or deemed distribution in respect of any shares
of their respective stock, partnership interests or other equity interests or otherwise make any payments to equityholders in their capacity
as such; (iii) redeem, repurchase or otherwise acquire, directly or indirectly, any of their respective securities or any securities
of any of their respective Subsidiaries, except in the case of clause (iii) (A) as may be required by the Company Charter
or the Partnership Agreement (including any redemption of Class A Partnership Units or Preferred Partnership Units in accordance
with the Partnership Agreement) or the retention or acquisition of any Company Shares tendered by current or former employees or directors
in order to pay Taxes in connection with the settlement of Company RSU Awards, pursuant to the terms of the Company Share Incentive Plan,
(B) as may be reasonably necessary for the Company to maintain its status as a REIT under the Code or avoid the payment of any income
or excise tax (provided, that prior to taking any action pursuant to this clause (B), the Company shall (x) provide written
notification to the Parent Entities of such proposed action and the reason(s) such proposed action is required, and (y) consider
in good faith any suggestions the Parent Entities may have that would avoid or mitigate the requirements for such action), (C) for
special circumstances redemptions under the Company’s redemption plan or (D) the exercise of the call option with respect to the
Company Warrants; or (iv) enter into any Contract with respect to the voting or registration of any share of stock or other equity
interest of the Company or any Company Subsidiary;

(d) subject
to the provisions of Section 5.6, authorize, recommend, propose or announce an intention to adopt, or effect, or adopt or
effect a plan of complete or partial liquidation, dissolution, merger, consolidation, conversion, restructuring, recapitalization or other
reorganization;

(e) other
than as set forth in Section 5.1(e) of the Company Disclosure Letter, (i) incur, assume, or guarantee any Indebtedness
or issue any debt securities, or assume or guarantee any Indebtedness of any Person, except (x) intercompany indebtedness among the
Company and/or any wholly owned Company Subsidiaries in the ordinary course, (y) the incurrence of Indebtedness to fund transactions
permitted pursuant to Section 5.1(i) or Section 5.1(n) and (z) the incurrence of Indebtedness for
borrowed money in an aggregate amount not to exceed $7,500,000, (ii) prepay, refinance or amend any Indebtedness, except for (A) intercompany
indebtedness among the Company and/or any wholly owned Company Subsidiaries and (B) mandatory payments under the terms of any Indebtedness
in accordance with its terms, or (iii) make loans, advances or capital contributions to or investments in any Person (except (x) as
required or permitted by the Contracts listed on Section 5.1(e)(iii) of the Company Disclosure Letter, as in effect on the date
hereof, (y) in connection with transactions permitted pursuant to Section 5.1(i) or Section 5.1(n));

(f) except
as required by the terms of any Company Employee Benefit Plan or as contemplated by Section 5.9, (i) enter into, adopt,
amend in any material respect or terminate any Company Employee Benefit Plan, (ii) enter into, adopt, amend or terminate any agreement,
arrangement, plan or policy between the Company or any Company Subsidiary and one or more of their directors or executive officers, (iii) increase
in any manner the compensation or fringe benefits of any employee, officer or director, except for (x) increases that in the aggregate
do not exceed 10% of employees’ salaries and wages and (y) if the Company Merger Effective Time has not occurred prior to or on December 1,
2022, increases in annual cash bonuses and restricted stock awards (I) by not more than 10% above the target amounts for the 2022
performance year, in the case of non-executive employees, and (II) by not more than the outperformance or “stretch” amounts
approved by the Company Board’s Compensation Committee (in the exercise of its reasonable judgement), in the case of members of the Company’s
Management Committee, (iv) grant to any officer, director or employee the right to receive any new severance, change of control or
termination pay or termination benefits or any increase in the right to receive any severance, change of control or termination pay or
termination benefits, except for (x) up to $4,000,000 of retention compensation and benefits set forth in Section 5.1(f) of
the Company Disclosure Letter and (y) the adoption of a severance plan providing for the severance terms set forth in Section 5.1(f) of
the Company Disclosure Letter, (v) except as otherwise provided in Section 5.1(f)(iv), enter into any new employment,
loan, retention, consulting, indemnification, change-in-control, termination or similar agreement, (vi) grant any awards under any
bonus, incentive, performance or other compensation plan or arrangement or Company Employee Benefit Plan (including the grant of stock
options, stock appreciation rights, stock based or stock related awards, performance units, restricted stock, or long-term incentive plan
units), except as permitted under Section 5.1(f)(iv), (vii) hire any new executive officer or any new employee who is
not an executive officer other than with respect to a non-executive officer employee with a prospective total compensation package, including
target base salary, cash bonus, and equity restricted stock award, of not more than $400,000, or (viii) take any action to fund,
accelerate or in any other way secure the payment of compensation or benefits under any employee plan, agreement, contract or arrangement
or Company Employee Benefit Plan, except that the Company shall be permitted to accelerate the payment of annual cash bonuses for calendar
year 2022 to a date prior to the Closing Date, up to an aggregate amount of $4,229,000;

(g) other
than as set forth in Section 5.1(g) of the Company Disclosure Letter and (i) other than in the ordinary course of business,
sell, transfer, assign, dispose of, pledge or encumber (other than Company Permitted Liens) any material personal property, equipment
or assets (other than as set forth in clause (ii) below) of the Company or any Company Subsidiary or (ii) except in connection
with the incurrence of any Indebtedness permitted to be incurred by the Company pursuant to Section 5.1(e) and any execution
of Major Leases, Ground Leases, Company Management Agreements and Company Franchise Agreements entered into in accordance with Section 5.1(n),
sell, transfer, pledge, dispose of, lease, ground lease, license or encumber (other than Company Permitted Liens) any real property (including
Company Property), except, in the case of each of clauses (i) and (ii), for the execution of easements, covenants,
rights of way, restrictions and other similar instruments in the ordinary course of business that, would not, individually or in the aggregate,
reasonably be expected to materially impair the existing use, operation or value of the property or asset affected by the applicable instrument;

(h) except
as may be required as a result of a change in Law or in GAAP or statutory or regulatory accounting rules or interpretations with
respect thereto or by any Governmental Entity or quasi-governmental authority (including the Financial Accounting Standards Board or any
similar organization), make any material change in any financial accounting policies or financial accounting procedures that would materially
affect the consolidated assets, liabilities or results of operations of the Company or any of the Company Subsidiaries;

(i) except
as set forth in Section 5.1(i) of the Company Disclosure Letter, acquire (whether by merger, consolidation or acquisition of
stock or assets or otherwise) any interest in any Person (or equity interests thereof) or any assets, real property, personal property,
equipment, business or other rights, other than (i) acquisitions of personal property and equipment in the ordinary course of business
(including in connection with new development, construction, addition, expansion or renovation not otherwise prohibited by this Section 5.1)
for consideration that does not individually or in the aggregate exceed $5,000,000, (ii) pursuant to existing contractual obligations
of the Company or any Company Subsidiary set forth on Section 5.1(i) of the Company Disclosure Letter, (iii) any other
acquisitions of assets or businesses (excluding purchases of real property or a ground lease interest therein) pursuant to Contracts listed
in Section 5.1(i) of the Company Disclosure Letter; and (iv) any acquisitions of real property (or a ground lease therein)
pursuant to Contracts listed in Section 5.1(i) of the Company Disclosure Letter;

(j) except
(x) in each case if the Company determines, after prior consultation with the Parent Entities, that such action is reasonably necessary
to preserve the status of the Company as a REIT or to preserve the status of any Company Subsidiary as a partnership, disregarded entity,
or TRS for U.S. federal tax purposes, and (y) except in the case of clause (iii), (iv), or (v) of this
Section 5.1(j), or as set forth in Section 5.1(j) of the Company Disclosure Letter, (i) file any material Tax
Return that is materially inconsistent with a previously filed Tax Return of the same type for a prior taxable period (taking into account
any amendments), (ii) make or change any material Tax election in a manner inconsistent with past practice (it being understood and
agreed, for the avoidance of doubt, that nothing in this Agreement shall preclude the Company from designating dividends paid by it as
“capital gain dividends” within the meaning of Section 857 of the Code), (iii) settle or compromise any Tax claim
or assessment by any Governmental Entity for an amount payable by the Company or any Company Subsidiary in excess of $100,000 individually,
or $500,000 in the aggregate, (iv) change any accounting method with respect to Taxes, (v) enter into any material closing agreement
with a taxing authority, (vi) request any extension or waiver of the limitation period applicable to any material Tax claim or assessment
(other than in the ordinary course of business), (vii) surrender any right to a material Tax refund, or (vii) request any private
letter ruling or similar ruling from any taxing authority;

(k) settle
or compromise any claim, suit or proceeding against the Company or any Company Subsidiary (or for which the Company or any Company Subsidiary
would be financially responsible) (whether or not commenced prior to the date of this Agreement), except for (i) settlements or compromises
providing solely for payment of amounts less than $5,000,000 individually, or $10,000,000 in the aggregate, or (ii) claims, suits
or proceedings arising from the ordinary course of operations of the Company involving collection matters (to the extent the Company is
the defendant) or personal injury which are fully covered by adequate insurance (subject to customary deductibles); provided, that
in no event shall the Company or any Company Subsidiary settle any Transaction Litigation except in accordance with the provisions of
Section 5.5(c) (for the avoidance of doubt, this Section 5.1(k) shall not apply to any claim, suit or
proceeding with respect to Taxes, as such Tax matters are provided for in Section 5.1(j));

(l) enter
into any new line of business;

(m) (i) amend
in any material respect or terminate (except as may be required under the terms thereof), or waive compliance with the material terms
of or material breaches under, or assign, or renew or extend (except as may be required under the terms thereof) any Major Lease, Ground
Lease, Company Management Agreement or Company Franchise Agreement, (ii) amend or terminate, or waive compliance with the terms of
or breaches under, or assign, or renew or extend (except as may be required under the terms thereof) any other Company Material Contract
or (iii) enter into a new Contract that, (A) if entered into prior to the date of this Agreement, would have been a Company
Material Contract except to effect any matter that is otherwise permitted by the other subsections of this Section 5.1 or
(B) contains a change of control or similar provision that would require a payment, consent or acceleration of rights to the other
party or parties thereto in connection with the consummation of the transactions contemplated hereby (including in combination with any
other event or circumstance), except in connection with the refinancings of Indebtedness set forth in, and in accordance with, Section 5.1(e) of
the Company Disclosure Letter; provided, however, that if the Parent Entities fail to respond to the Company’s written request
for approval of any such action (which response may include a request for additional information) within 72 hours of receipt of any such
request made to each of the Persons set forth on Schedule B hereto in the manner set forth in Section 8.3, the Parent
Entities shall be deemed to have given its written consent to such action;

(n) except
as set forth in Section 5.1(n) of the Company Disclosure Letter, make, enter into any Contract for, or otherwise commit to,
any capital expenditures (which, for the avoidance of doubt, does not include acquisitions) on, relating to or adjacent to any Company
Property; provided, however, that notwithstanding the foregoing, the Company and any Company Subsidiary shall be permitted
to make, enter into Contracts for or otherwise commit to: (i) capital expenditures as required by Law, (ii) emergency capital
expenditures in any amount that the Company determines is necessary in its reasonable judgment to maintain its ability to operate its
businesses in the ordinary course and (iii) capital expenditures in an aggregate amount prior to the Closing of $5,000,000;

(o) make
any loans, advances, investments or capital contributions to any Person (other than the Company or any wholly owned Company Subsidiary)
in excess of $5,000,000 in the aggregate, except (i) as required under the applicable organizational or governance documents of an
entity as the same may be amended in accordance with this Agreement (provided that the Company or applicable Company Subsidiary has exercised
all of its respective rights under such organizational or governance documents), (ii) as necessary to enable the Company, any Company
Subsidiary, any joint venture or any Company Property to maintain compliance with covenants and obligations under Major Leases, Ground
Leases, Company Management Agreements, Company Franchise Agreements, condominium documents and other Contracts, or (iii) as may be
reasonably necessary to enable a Company Subsidiary to pay operating expenses and meet obligations as they come due;

(p) (i) consent
to any amendment or modification of the terms of any existing joint venture that would reduce or diminish the Company’s rights thereunder
as managing member or general partner thereof, (ii) take any binding action with respect to any major decision, buy / sell, right
of first offer, right of first refusal, forced sale, buyout, deadlock or other similar rights under any existing joint venture, other
than major decisions involving the approval of Company Property-level budgets, capital expenditures permitted under Section 5.1(n) and
entry into Contracts that are otherwise permitted by this Section 5.1(p) or (iii) take any binding action under
any existing joint venture, including, without limitation, resigning as managing member or general partner thereof, that would reduce
or diminish its rights thereunder; provided, however, that if the Parent Entities fail to respond to the Company’s written
request for approval of any such action (which response may include a request for additional information) within seventy-two (72) hours
of receipt of any such request made to each of the Persons set forth on Schedule B hereto in the manner set forth in Section 8.3,
the Parent Entities shall be deemed to have given their written consent to such action;

(q) (i) fail
to use commercially reasonable efforts to maintain in full force and effect the existing insurance policies (or to replace such insurance
policies with comparable insurance policies) covering the Company or any Company Subsidiary and their respective properties, assets and
businesses (including Company Properties); provided, however, that the foregoing shall not be construed to require the Company
or any Company Subsidiary to maintain or replace insurance policies owned by third party managers of the Company’s hotel properties or
(ii) agree to any material condemnation or payment of material condemnation proceeds;

(r) enter
into, modify or terminate any Tax Protection Agreement;

(s) except
as may be required as a result of a change in applicable Law, change (i) any posted privacy policy in any manner that is materially
adverse to the rights or obligations of the Company or the Company Subsidiaries under such policy or (ii) materially diminish the
standards of data and system security used for any material Company IT Asset; or

(t) authorize
or enter into any Contract or arrangement to do any of the actions described in Section 5.1(a) through Section 5.1(s).

Nothing contained in this Agreement shall give
the Parent Entities, Merger Sub I or Merger Sub II, directly or indirectly, the right to control or direct the operations of the Company,
the Partnership or any other Company Subsidiary prior to the Company Merger Effective Time or the Partnership Merger Effective Time, as
applicable. Prior to the Company Merger Effective Time or the Partnership Merger Effective Time, as applicable, the Company, the Partnership,
and the other Company Subsidiaries, as applicable, shall exercise, consistent with the terms and conditions of this Agreement, complete
unilateral control and supervision over its business operations.

Section 5.2. Access
to Information.

(a) During
the Interim Period, the Company shall, and shall cause each Company Subsidiary to, (i) give the Parent Entities and its authorized
Representatives and potential counterparties to Asset Sales and their respective Representatives reasonable access during normal business
hours, and upon reasonable advance notice, to all properties, facilities, personnel and books and records of the Company and each Company
Subsidiary in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company
Subsidiary and (ii) permit such inspections as the Parent Entities or any such counterparty may reasonably require and promptly furnish
the Parent Entities or any such counterparty with such financial and operating data and other information with respect to the business,
properties and personnel of the Company and each Company Subsidiary as the Parent Entities or such counterparty may reasonably request;
provided that (x) all such access shall be coordinated through the Company or its designated Representatives, in each case
in a manner so as not to interfere in any material respect with the normal business operations of the Company or any Company Subsidiary
and in accordance with such reasonable procedures as they may establish (including any requirements or guidelines reasonably necessary
in response to or related to COVID-19) and (y) all such counterparties to Asset Sales shall have entered into a customary non-disclosure
agreement with the Company; provided, further, that notwithstanding anything to the contrary herein, the Parent Entities
and its affiliates and any such counterparty shall not conduct any environmental investigation at any Company Property involving sampling
or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any Company Property
without the prior approval of the Company; and provided, further, that the Company shall not be required to (or to cause
any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes in good faith that doing
so would be reasonably likely to: (I) result in a risk of loss or waiver of attorney-client privilege, attorney work product or other
legal privilege; (II) violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third
party or otherwise breach, contravene or violate any Contract to which the Company or any Company Subsidiary is party; or (III) breach,
contravene or violate any applicable Law (provided that the Company shall use commercially reasonable efforts to allow for such
access or disclosure in a manner that does not result in the events set out in clauses (I) through (III)). Notwithstanding
anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above with respect to the provision of access
to information or personnel by electronic means if, and to the extent, physical access is not reasonably feasible as a result of COVID-19
or any COVID-19 Measures or would not be permitted under applicable Law. No investigation under this Section 5.2(a) or
otherwise shall affect the representations, warranties, covenants or agreements of the Company or the Partnership or the conditions to
the obligations of the parties under this Agreement or limit or otherwise affect the rights or remedies available hereunder. Without limitation
to the foregoing, prior to Closing, Parent together with its counsel shall have the right to continue its REIT and U.S. federal income
tax compliance analysis of the Company and the Company Subsidiaries, whether internally and/or through the use of a third-party accounting
firm (the “REIT Accountant“) and/or legal counsel. In connection therewith, the Company shall promptly provide all information
reasonably requested by Parent and/or the REIT Accountant to confirm the Company’s compliance with all applicable requirements related
to the qualification of the Company as a REIT.

(b) Except
as permitted pursuant to Section 5.2(a), the Parent Entities, Merger Sub I and Merger Sub II will hold and will cause their
authorized Representatives to hold in confidence all documents and information concerning the Company and the Company Subsidiaries made
available or provided to them or their Representatives by the Company, the Partnership or their Representatives in connection with the
Mergers and the other transactions contemplated by this Agreement pursuant to the terms of that certain Non-Disclosure Agreement entered
into between the Company and BGP Acquisitions LLC, dated February 4, 2022 (the “Confidentiality Agreement“); provided
that, notwithstanding anything to the contrary herein, any information provided to the Financing Sources shall be subject to the confidentiality
provisions of the Debt Commitment Letter and/or “click-through” or similar confidentiality arrangements customarily included
on syndication platforms or in confidential information memoranda.

(c) Prior
to the Closing, the Company shall use, and shall use its commercially reasonable efforts to cause the Company Subsidiaries and their respective
Representatives (including the Company and the Company Subsidiaries’ management teams) to use, their commercially reasonable efforts,
at the sole cost and expense of the Parent Entities, Merger Sub I and Merger Sub II, to provide such cooperation with the Parent Entities,
Merger Sub I and Merger Sub II in connection with any potential corporate restructuring of the Company and the Company Subsidiaries or
potential sale of assets of the Company (the “Asset Sales“) to affiliates of the Parent Entities or third parties (any
such corporate restructuring and Asset Sales, the “Parent Approved Transactions“) as reasonably requested by the Parent
Entities (provided that such requested cooperation does not unreasonably interfere with the business or operations of the Company and
the Company Subsidiaries), including (but not limited to) using commercially reasonable efforts to:

(i) form
new direct or indirect Company Subsidiaries pursuant to documentation reasonably satisfactory to the Parent Entities;

(ii) provided
such actions would not adversely affect the Tax status of the Company or Company Subsidiaries, and are consummated no earlier than immediately
prior to the Closing, and conditioned upon the Closing occurring, transfer or otherwise restructure its ownership of existing Company
Subsidiaries, properties or other assets, in each case, pursuant to documentation reasonably satisfactory to the Parent Entities;

(iii) cause
the Company’s and the Company Subsidiaries’ (and their respective Representatives’) management teams, with appropriate seniority and expertise,
to participate in a reasonable number of meetings, management presentations, due diligence sessions, drafting sessions, calls and meetings
with prospective acquirers, in each case, upon reasonable notice at mutually agreed times and places;

(iv) assist
the Parent Entities, Merger Sub I and Merger Sub II with the preparation of customary materials for management presentations, confidential
information memoranda and similar documents reasonably necessary in connection with the Asset Sales, and assisting with the identification
of any portion of the information that constitutes material non-public information;

(v) assist
the Parent Entities, Merger Sub I and Merger Sub II with the preparation of definitive documents relating to the Asset Sales, and any
certificates and schedules related thereto;

(vi) assist
the Parent Entities, Merger Sub I and Merger Sub II with obtaining third- party consents to the Asset Sales, and assist the Parent Entities,
Merger Sub I and Merger Sub II with the preparation of any required notices or similar documents, in each case, as may reasonably be requested
by the Parent Entities, Merger Sub I or Merger Sub II, including, if required (as reasonably determined by the Parent Entities, Merger
Sub I and Merger Sub II), consent from third parties to existing joint-venture agreements, financing documents, property management agreements,
ground leases, tax credit agreements, and purchase and sale agreements;

(vii) assist
the Parent Entities, Merger Sub I and Merger Sub II in the Parent Entities, Merger Sub I and Merger Sub II obtaining surveys and title
insurance as reasonably requested by the Parent Entities, Merger Sub I or Merger Sub II, including by providing title affidavits or similar
documents required by a nationally-recognized title company for (A) the deletion of any standard or pre- printed exceptions in any
title insurance policies or pro forma or (B) the satisfaction of any requirement set forth in any title commitment and, to the extent
appropriate, appraisals of real property and assist in obtaining assignments or similar documents as reasonably requested by the Parent
Entities, Merger Sub I or Merger Sub II;

(viii) engage
advisors and brokers as reasonably requested by the Parent Entities, provided the Company is afforded the opportunity to review
such engagement agreements in advance and such agreements do not impose any obligations on the Company or any Company Subsidiary (other
than monetary obligations and indemnification obligations for which the Parent Entities will be responsible in accordance with the last
sentence of this Section 5.2(c)) that will survive termination of this Agreement; and

(ix) subject
to Section 5.2(a), provide the Parent Entities and their Representatives reasonable access to the Company and its Subsidiaries’
properties and enter into customary engagements regarding the scope of such access.

At the written request of the Parent Entities,
the Company shall, and shall cause the Company Subsidiaries to, execute definitive documents relating to any Asset Sales, and any certificates,
instruments and documents related thereto, provided that any such Asset Sale shall be conditioned upon the Closing occurring (or upon
the immediate pendency of the Closing) and shall be consummated at such time as shall be specified by the Parent Entities but no earlier
than immediately prior to the Closing.

Notwithstanding anything to the contrary in the
foregoing provisions of this Section 5.2(c): (i) neither the Company nor any of the Company Subsidiaries shall be required
to take any action pursuant to this Section 5.2(c) in contravention of (A) any organizational document of the Company or
any of the Company Subsidiaries, (B) any Contract to which the Company or any Company Subsidiary is a party (or by which any of their
respective properties or assets (including rights) are bound) or any Company Permit, or (C) applicable Law; (ii) any Asset Sales
or other Parent Approved Transactions, and any obligations of the Company or the Company Subsidiaries to incur any liabilities with respect
thereto, shall be contingent upon all of the conditions set forth in Article VI having been satisfied (or, with respect to
Section 6.2, waived) and receipt by the Company of a written notice from the Parent Entities to such effect and that the Parent
Entities, Merger Sub I and Merger Sub II are prepared to proceed immediately with the Closing and any other evidence reasonably requested
by the Company that the Closing will occur, (iii) such actions (or the inability to complete such actions) under this Section 5.2(c) shall
not affect or modify in any respect the obligations of the Parent Entities, Merger Sub I or Merger Sub II under this Agreement, including
the amount of or timing of payment of the Merger Consideration, and (iv) neither the Company nor any of the Company Subsidiaries
shall be required to take any such action pursuant to this Section 5.2(c) that could adversely affect the classification of
the Company or any Company Subsidiary that is classified as a REIT, as a REIT. Such actions or transactions shall be undertaken in the
manner (including in the order) specified by Parent and shall be subject to the limits set forth above, except as agreed by Parent and
the Company. Without limiting the foregoing, none of the representations, warranties or covenants of the Company or any of the Company
Subsidiaries shall be deemed to apply to, or be deemed to be breached or violated by, the transactions or cooperation contemplated by
this Section 5.2(c). The Parent Entities shall, promptly upon request by the Company, reimburse the Company for all reasonable
out-of-pocket costs incurred by the Company or the Company Subsidiaries in performing their obligations under this Section 5.2(c) and
the Parent Entities, jointly and severally, shall indemnify the Company and the Company Subsidiaries for any and all liabilities, losses,
damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by the Company or any of the Company
Subsidiaries arising therefrom (and in the event the Mergers and the other transactions contemplated by this Agreement are not consummated,
the Parent Entities shall promptly reimburse the Company for any reasonable out-of-pocket costs incurred by the Company or the Company
Subsidiaries not previously reimbursed); provided, however, that if the Company consummates any Asset Sale (x) that is not
contingent upon the Closing or (y) following the termination of this Agreement, the Company shall be responsible for all out-of-pocket
costs incurred by the Company or the Company Subsidiaries related to such Asset Sale.

Section 5.3. Proxy
Statement.

(a) As
promptly as practicable after the date of this Agreement, the Company shall prepare a proxy statement (together with any amendments thereof
or supplements thereto, the “Proxy Statement“) and, after consultation with, and approval by, the Parent Entities (which
shall not be unreasonably withheld or delayed), file the preliminary Proxy Statement with the SEC. The Company shall use its commercially
reasonable efforts to file the preliminary Proxy Statement with the SEC no later than twenty (20) Business Days after the date of this
Agreement. The Company shall use reasonable best efforts to (i) obtain and furnish the information required to be included by the
SEC in the Proxy Statement, and respond, after consultation with the Parent Entities, promptly to any comments made by the SEC with respect
to the Proxy Statement; and (ii) promptly upon the earlier of (A) receiving notification that the SEC is not reviewing the preliminary
Proxy Statement and (B) the conclusion of any SEC review of the preliminary Proxy Statement, cause the definitive Proxy Statement
to be mailed to the Company’s stockholders and, if necessary, after the definitive Proxy Statement shall have been so mailed, promptly
circulate amended or supplemental proxy materials and, if required in connection therewith, resolicit proxies; provided, however,
that no such amended or supplemental proxy materials will be filed with the SEC or mailed by the Company without affording the Parent
Entities a reasonable opportunity for consultation and review, and the Company shall consider in good faith any comments on such materials
reasonably proposed by the Parent Entities. The Company will promptly notify the Parent Entities of the receipt of comments from the SEC
and of any request from the SEC for amendments or supplements to the preliminary Proxy Statement or definitive Proxy Statement or for
additional information, and will promptly supply the Parent Entities with copies of all written correspondence between the Company or
its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the preliminary Proxy Statement,
the definitive Proxy Statement, the Mergers or any of the other transactions contemplated by this Agreement. Prior to responding to any
comments of the SEC or members of its staff, the Company shall provide the Parent Entities with a reasonable opportunity to consult and
review such response and the Company shall consider in good faith any comments on such response reasonably proposed by the Parent Entities.
The Parent Entities, Merger Sub I and Merger Sub II will cooperate with the Company in connection with the preparation of the Proxy Statement,
including promptly furnishing to the Company any and all information regarding the Parent Entities, Merger Sub I and Merger Sub II and
their respective affiliates as may be required to be disclosed therein. The Proxy Statement shall contain the Company Recommendation,
except to the extent that the Company Board shall have effected an Adverse Recommendation Change, as permitted by and determined in accordance
with Section 5.6.

(b) If
at any time prior to the Company Shareholders’ Meeting any event or circumstance relating to the Company or the Parent Entities or any
of their respective Subsidiaries, or their respective officers or directors, should be discovered by the Company or the Parent Entities,
as the case may be, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, so
that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading, the Company or the Parent Entities, as the
case may be, shall promptly inform the other party hereto, and an appropriate amendment or supplement describing such information shall
be filed with the SEC and, to the extent required by applicable Law, disseminated to the Company’s stockholders. All documents that the
Company is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects
with the applicable requirements of the Exchange Act and the rules and regulations thereunder.

Section 5.4. Company
Shareholders’ Meeting. The Company shall, as soon as reasonably practicable after the Proxy Statement is cleared by the SEC for mailing
to the Company’s stockholders in accordance with Section 5.3(a), duly call, give notice of, convene and hold a meeting of
the holders of the Company Shares (the “Company Shareholders’ Meeting“) for the purpose of seeking the Company Requisite
Vote. The Company shall use its commercially reasonable efforts to commence mailing the Proxy Statement to shareholders no later than
five (5) Business Days following clearance of the Proxy Statement by the SEC. The Company, through the Company Board, shall recommend
to holders of the Company Shares that they vote in favor of the Company Merger so that the Company may obtain the Company Requisite Vote
(the “Company Recommendation“) and the Company shall use reasonable best efforts to solicit the Company Requisite Vote
(including by soliciting proxies from the Company’s stockholders), except in each case to the extent that the Company Board shall have
effected an Adverse Recommendation Change, as permitted by and determined in accordance with Section 5.6. The Company shall
keep the Parent Entities reasonably informed with respect to proxy solicitation activities and daily vote tallies as reasonably requested
by the Parent Entities. Unless this Agreement is terminated in accordance with its terms, the Company shall not submit to the vote of
its stockholders any Company Acquisition Proposal other than the Company Merger and the other transactions contemplated by this Agreement.
Notwithstanding anything to the contrary contained in this Agreement, the Company may (and at the written request of the Parent Entities
shall) adjourn or postpone the Company Shareholders’ Meeting after consultation with the Parent Entities (A) to the extent necessary
to ensure that any required supplement or amendment to the Proxy Statement is provided to the holders of Company Shares within a reasonable
amount of time in advance of a vote on the Company Merger, (B) if additional time is reasonably required to solicit proxies in favor
of the approval of the Company Merger or (C) if there are insufficient Company Shares represented (either in person or by proxy)
to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting; provided that in the case of clause
(B) or clause (C), without the written consent of the Parent Entities, in no event shall the Company Shareholders’ Meeting
(as so postponed or adjourned) be held on a date that is more than thirty (30) days after the date for which the Company Shareholders’
Meeting was originally scheduled. Unless this Agreement shall have been terminated in accordance with Article VII, the obligations
of the Company with respect to calling, giving notice of, convening and holding the Company Shareholders’ Meeting and mailing the Proxy
Statement (and any amendment or supplement thereto that may be required by Law) to the Company’s stockholders shall not be affected by
an Adverse Recommendation Change.

Section 5.5. Appropriate
Action; Consents; Filings.

(a) Each
party hereto shall: (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation,
action or legal proceeding by or before any Governmental Entity with respect to the Mergers; (ii) keep the other parties informed
as to the status of any such request, inquiry, investigation, action or legal proceeding and (iii) promptly inform the other parties
of (and provide copies of) any substantive communications to or from any Governmental Entity and keep the other parties reasonably informed
regarding any substantive communications to or from a third party, in each case regarding the Mergers or other transactions contemplated
by this Agreement. Each party hereto will have the right to review in advance, and each party will consult and cooperate with the other
parties and will consider in good faith the views of the other parties in connection with, any filing, analysis, appearance, presentation,
memorandum, brief, argument, opinion or proposal made or submitted to any Governmental Entity in connection with the transactions contemplated
by this Agreement. In addition, except as may be prohibited by any Governmental Entity or by any Law, in connection with any such request,
inquiry, investigation, action or legal proceeding, each party hereto will permit authorized Representatives of the other parties to be
present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access
to and be consulted in connection with any document, opinion or proposal made or submitted in writing to any Governmental Entity in connection
with such request, inquiry, investigation, action or legal proceeding.

(b) Subject
to the terms and conditions of this Agreement, each party hereto shall use reasonable best efforts to take, or cause to be taken, all
actions and do, or cause to be done, all things necessary, proper or advisable to consummate the Mergers as promptly as practicable and
to cause to be satisfied all conditions precedent to its obligations under this Agreement, including, to the extent consistent with the
foregoing, (i) preparing and filing as promptly as practicable with the objective of being in a position to consummate the Mergers
as promptly as practicable following the date of the Company Shareholders’ Meeting, all documentation to effect all necessary or advisable
applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all consents, waivers, licenses,
orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Governmental
Entity or any holder of Company Common Stock in connection with the transactions contemplated by this Agreement, including any that are
required to be obtained under any applicable federal, state or local Law, (ii) contesting, litigating and defending all lawsuits
or other legal proceedings against it or any of its affiliates relating to or challenging this Agreement or the consummation of the Mergers
(“Transaction Litigation“), (iii) effecting all necessary or advisable registrations and other filings required
under the Exchange Act or any other federal, state or local Law relating to the Mergers, and (iv) delivering an executed REIT Officer’s
Certificate for purposes of counsel’s delivery of the REIT Qualification Opinion. The Parent Entities, Merger Sub I, Merger Sub II, the
Company and the Partnership each shall promptly obtain and furnish the other (A) the information which may be reasonably required
in order to make all necessary or advisable applications, notices, petitions and filings with any Governmental Entity and (B) any
additional information which may be requested by a Governmental Entity and which the parties reasonably deem appropriate. Any information
or materials provided to the other parties pursuant to this Section 5.5 may be provided on an “outside counsel only”
basis, if appropriate, and that information or materials may also be redacted as necessary to (1) remove references concerning the
valuation of the Company and the Partnership or other competitively sensitive materials, (2) comply with contractual arrangements
and obligations or (3) address reasonable attorney-client or other privilege or confidentiality concerns.

(c) Without
limiting the generality of the undertaking pursuant to this Section 5.5, the Parent Entities shall, and shall cause their
Subsidiaries to, take any and all actions to avoid the entry of, and resist, vacate, modify, reverse, suspend, prevent, eliminate or remove
any actual, anticipated or threatened temporary, preliminary or permanent injunction or other order, decree, decision, determination or
judgment entered or issued, or that becomes reasonably foreseeable to be entered or issued, in any proceeding or inquiry of any kind,
in each case that would reasonably be expected to delay, restrain, prevent, enjoin or otherwise prohibit or make unlawful the consummation
of the Mergers, including becoming subject to, consenting to, or offering or agreeing to, or otherwise taking any action with respect
to, any requirement, condition, limitation, contract or order to (i) sell, license, assign, transfer, divest, hold separate or otherwise
dispose of any assets, business or portion of business of the Company, the Surviving Company, the Partnership, the Surviving Partnership,
the Parent Entities or any of their respective Subsidiaries, (ii) conduct, restrict, operate, invest or otherwise change the assets,
business or portion of business of the Company, the Surviving Company, the Partnership, the Surviving Partnership, the Parent Entities
or any of their respective Subsidiaries in any manner or (iii) impose any restriction, requirement or limitation on the operation
of the business or portion of the business of the Company, the Surviving Company, the Partnership, the Surviving Partnership or any of
their respective Subsidiaries; provided, however, that none of the Company, the Surviving Company, the Partnership, the
Surviving Partnership, the Parent Entities or any of their respective Subsidiaries shall be required to take any of the actions set forth
in clauses (i) through (iii) unless the effectiveness of such action is conditioned upon the Closing. In no event
shall the Company, the Surviving Company, the Partnership, the Surviving Partnership or any of their respective affiliates propose to
any Governmental Entity or third party, negotiate, effect or agree to any action contemplated by clauses (i) through (iii) above
without the prior written consent of the Parent Entities.

(d) The
parties shall use their commercially reasonable efforts to obtain all third-party consents reasonably requested by the Parent Entities
and required in connection with the Mergers. The Parent Entities shall, in consultation with the Company, prepare all notices or similar
documents reasonably determined by the Parent Entities, in consultation with the Company, to be required in connection with the Mergers,
including consents from third parties to existing joint-venture agreements, financing documents, property management agreements, ground
leases, tax credit agreements, and purchase and sale agreements and any notice required pursuant to right of first offer or right of first
refusal provisions contained in any Contract or other instrument to which the Company or any Company Subsidiary is a party or by which
it is bound; provided, however, that the Company shall not be required under this Section 5.5(d) to
compensate any third party, make any accommodation commitment or incur any liability or obligation to any third party to obtain any such
consent or approval, unless the Parent Entities or their affiliates agree to compensate any such third party on the Company’s behalf or
to promptly reimburse the Company for any payments made or liabilities to any such third party, in each case in connection with obtaining
such consents or approvals, and the Company shall not compensate or agree to compensate any such third party, make any accommodation commitment
or incur any liability or obligation to any such third party in connection with obtaining such consents or approvals without the prior
written consent of the Parent Entities. Notwithstanding anything to the contrary herein, (i) the Parent Entities, Merger Sub I and
Merger Sub II acknowledge and agree that it is not a condition to the Closing to obtain any third-party consents or to delivery any notices
or similar documents to third parties and (ii) a breach by the Company or its Subsidiaries of their obligations under this Section 5.5(d) shall
not constitute a breach of this Agreement or a breach for purposes of Article VI or Article VII or a
breach of the condition precedent set forth in Section 6.2(b), unless such breach is a willful and material breach on
the part of the Company.

(e) Each
party shall keep the other parties reasonably informed regarding any Transaction Litigation. The Company shall promptly advise the Parent
Entities in writing of the initiation of and any material developments regarding, and shall reasonably consult with and permit the Parent
Entities and their Representatives to participate in the defense, negotiations or settlement of, any Transaction Litigation. The Company
shall not and shall not permit any Company Subsidiaries nor any of its or their Representatives to, compromise or settle any Transaction
Litigation without the prior written consent of the Parent Entities (not to be unreasonably withheld, conditioned or delayed).

(f) Each
of the Company and the Parent Entities shall (i) take all action necessary so that no Takeover Statute is or becomes applicable to
the Parent Entities, Merger Sub I, Merger Sub II, this Agreement, the Mergers or any of the other transactions contemplated hereby and
(ii) if any Takeover Statute becomes applicable to the Parent Entities, Merger Sub I, Merger Sub II, this Agreement, the Mergers
or any of the other transactions contemplated hereby, take all action necessary so that the Mergers and the other transactions contemplated
hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect
of such Takeover Statute on the Parent Entities, Merger Sub I, Merger Sub II, this Agreement, the Mergers and the other transactions contemplated
hereby.

(g) Prior
to the Closing Date, the Company shall cooperate with the Parent Entities and use commercially reasonable efforts to take, or cause to
be taken, all actions, and do or cause to be done all things reasonably necessary, proper or advisable on its part under applicable Laws
to cause the deregistration of the Class A Common Stock and Class T Common Stock under the Exchange Act.

(h) After
the Closing Date, the Parent Entities shall (i) timely prepare and file (or cause to be filed) any Tax Returns required to be filed
on behalf of the Company and each Company Subsidiary and (ii) provide any information or reports to former stockholders of the Company
and former holders of Class A Partnership Units relating to the Company or any Company Subsidiary required to be provided under applicable
Law or that is reasonably required by such Persons for the purposes of Tax reporting or otherwise. Each of the foregoing actions shall
be conducted in a manner consistent in all material respects with the past practice of the Company and the Company Subsidiaries, provided,
that the Parent Entities is authorized to cause each Company Subsidiary treated as a partnership for U.S. federal income tax purposes
(including the Partnership) to make an election under Section 754 of the Code for its taxable year that includes the Closing Date.

Section 5.6. Solicitation;
Acquisition Proposals; Adverse Recommendation Change.

(a) Except
as expressly permitted by this Section 5.6, the Company agrees that it shall, and shall cause each of the Company Subsidiaries
and its and their officers and directors to, and shall direct its and their other Representatives to, immediately cease any solicitations,
discussions, negotiations or communications with any Person that may be ongoing with respect to any Company Acquisition Proposal. Except
as expressly permitted by this Section 5.6, from the date of this Agreement until the earlier of the termination of this Agreement
in accordance with Article VII and the Partnership Merger Effective Time, the Company agrees that it shall not, and shall
cause each of the Company Subsidiaries and its and their officers and directors not to, and shall not authorize and shall use commercially
reasonable efforts to cause its and their other Representatives, not to, directly or indirectly through another Person, (A) solicit,
initiate, knowingly encourage or knowingly facilitate any inquiry, discussion, offer, request or proposal that constitutes, or could reasonably
be expected to lead to, a Company Acquisition Proposal (an “Inquiry“), (B) engage in any discussions or negotiations
regarding, or furnish to any third party any non-public information in connection with, or knowingly facilitate in any way any effort
by, any third party in furtherance of any Company Acquisition Proposal or Inquiry, (C) approve or recommend a Company Acquisition
Proposal, (D) enter into any letter of intent, memorandum of understanding, agreement in principle, expense reimbursement agreement,
acquisition agreement, merger agreement, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement
or other similar definitive agreement providing for or relating to a Company Acquisition Proposal or requiring the Company or the Partnership
to abandon, terminate or fail to consummate the transactions contemplated by this Agreement (any of the foregoing referred in this clause
(D), other than an Acceptable Confidentiality Agreement, an “Alternative Acquisition Agreement“), or (E) propose
or agree to do any of the foregoing.

(b) Notwithstanding
anything to the contrary in this Agreement, at any time prior to obtaining the Company Requisite Vote, the Company and the Company Subsidiaries
may, directly or indirectly, through any Representative, in response to an unsolicited written bona fide Company Acquisition Proposal
by a third party made after the date of this Agreement that did not result from a breach of this Section 5.6(b); (i)
furnish non-public information to such third party (and such third party’s Representatives, including potential financing sources) making
such Company Acquisition Proposal (provided, however, that (A) prior to so furnishing such information, the Company
receives from the third party an executed confidentiality agreement on customary terms no more favorable in any material respect to such
Person than the Confidentiality Agreement, it being understood that such confidentiality agreement need not contain any “standstill”
or similar provisions that would prohibit the making or amendment of any non-public Company Acquisition Proposal to the Company Board
(such confidentiality agreement, an “Acceptable Confidentiality Agreement“), (B) any non-public information concerning
the Company or the Company Subsidiaries that is provided to such third party (or its Representatives) shall, to the extent not previously
provided to the Parent Entities, be provided to the Parent Entities as promptly as practicable after providing it to such third party
(and in any event within twenty-four (24) hours thereafter)) and (C) the Company gives the Parent Entities written notice that the
Company Board or any duly authorized committee thereof has made the determination contemplated by this Section 5.6(b), such
notice to include the information set forth in Section 5.6(c), and (ii) engage in, enter into or otherwise participate
in discussions or negotiations with such third party (and such third party’s Representatives) with respect to the Company Acquisition
Proposal if (but only if), in the case of each of clauses (i) and (ii) the Company Board determines in good faith,
after consultation with outside legal counsel and financial advisors, that such Company Acquisition Proposal constitutes or would reasonably
be expected to lead to a Superior Proposal.

(c) The
Company shall notify the Parent Entities promptly (but in no event later than twenty-four (24) hours) after receipt of any Company Acquisition
Proposal or any request for nonpublic information regarding the Company or any Company Subsidiary by any third party that informs the
Company that it is considering making, or has made, a Company Acquisition Proposal, or any other Inquiry from any Person seeking to have
discussions or negotiations with the Company regarding a possible Company Acquisition Proposal. Such notice shall be made in writing and
shall identify the Person making such Company Acquisition Proposal or Inquiry and indicate the material terms and conditions of any Company
Acquisition Proposals or Inquiries, to the extent known (including, if applicable, providing copies of any written Company Acquisition
Proposals or Inquiries and any proposed agreements related thereto, which may be redacted to the extent necessary to protect confidential
information of the business or operations of the Person making such Company Acquisition Proposal or Inquiry). The Company shall also promptly
(and in any event within twenty-four (24) hours) notify the Parent Entities, in writing, if it enters into discussions or negotiations
concerning any Company Acquisition Proposal or provides nonpublic information to any Person in each case in accordance with Section 5.6(b),
notify the Parent Entities of any change to the financial and other material terms and conditions of any Company Acquisition Proposal
and otherwise keep the Parent Entities reasonably informed of the status and material terms of any Company Acquisition Proposal or Inquiry
on a reasonably current basis, including by providing a copy of all written proposals, offers, or drafts of proposed agreements (which
may be redacted to the extent necessary to protect confidential information of the business or operations of the Person making such Company
Acquisition Proposal or Inquiry). Neither the Company nor any Company Subsidiary shall, after the date of this Agreement, enter into any
confidential or similar agreement that would prohibit it from providing such information to the Parent Entities.

(d) Except
as permitted by this Section 5.6(d), neither the Company Board nor any committee thereof shall (i) withhold, withdraw,
modify or qualify in any manner adverse to the Parent Entities (or publicly propose to withhold, withdraw, modify or qualify in a manner
adverse to the Parent Entities), the Company Recommendation, (ii) approve, adopt or recommend (or publicly propose to approve, adopt
or recommend) any Company Acquisition Proposal, (iii) fail to include the Company Recommendation in the Proxy Statement (any of the
actions described in clauses (i), (ii) and (iii) of this Section 5.6(d), an “Adverse
Recommendation Change“), or (iv) approve, adopt, declare advisable or recommend (or agree to, resolve or propose to approve,
adopt, declare advisable or recommend), or cause or permit the Company or any Company Subsidiary to enter into, any Alternative Acquisition
Agreement (other than an Acceptable Confidentiality Agreement entered into in accordance with this Section 5.6). Notwithstanding
anything to the contrary set forth in this Agreement, at any time prior to obtaining the Company Requisite Vote, the Company Board may
(A) effect an Adverse Recommendation Change if an Intervening Event has occurred and the Company Board determines in good faith,
after consultation with outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with
the duties of the Company’s directors under applicable Law, or (B) if the Company has not breached this Section 5.6(d) or
Section 5.6(e) (other than, in the case of Section 5.6(e) any breach that has a de minimis effect)
and has not breached the other subsections of this Section 5.6 in any material respect, effect an Adverse Recommendation Change
and/or terminate this Agreement pursuant to Section 7.1(c)(i) if the Company Board has received an unsolicited written
bona fide Company Acquisition Proposal that did not result from a breach of this Section 5.6 and in the good faith
determination of the Company Board, after consultation with outside legal counsel and financial advisors, constitutes a Superior Proposal,
after having complied (other than any non-compliance that has a de minimis effect) with, and giving effect to all of the adjustments
which may be offered by the Parent Entities pursuant to, Section 5.6(e), and such Company Acquisition Proposal is not withdrawn.

(e) The
Company Board shall only be entitled to effect an Adverse Recommendation Change and/or terminate this Agreement pursuant to Section 7.1(c)(i) as
permitted under Section 5.6(d) if (i) the Company has provided a prior written notice (a “Notice of Change
of Recommendation“) to the Parent Entities that the Company intends to take such action, identifying the Person making the Superior
Proposal and describing the material terms and conditions of the Superior Proposal or Intervening Event, as applicable, that is the basis
of such action, including, if applicable, copies of any written proposals or offers and any proposed written agreements related to a Superior
Proposal (it being agreed that the delivery of the Notice of Change of Recommendation by the Company shall not constitute an Adverse Recommendation
Change), (ii) during the four (4) Business Day period following the Parent Entities’ receipt of the Notice of Change of Recommendation
and ending at 11:59 p.m. (New York City time) on such 4^th Business Day (a “Notice of Change Period“),
the Company shall, and shall cause its Representatives to, negotiate with the Parent Entities in good faith (to the extent the Parent
Entities desire to negotiate) to make such adjustments in the terms and conditions of this Agreement, so that, in the case of a Superior
Proposal, such Superior Proposal ceases to constitute a Superior Proposal, or, in the case of an Intervening Event, the need to make such
Adverse Recommendation Change is obviated; and (iii) following the end of the Notice of Change Period, the Company Board shall have
determined in good faith, after consultation with outside legal counsel and financial advisors, taking into account any changes to this
Agreement proposed in writing by the Parent Entities in response to the Notice of Change of Recommendation or otherwise, that (A) the
Superior Proposal giving rise to the Notice of Change of Recommendation continues to constitute a Superior Proposal or (B) in the
case of an Intervening Event, the failure of the Company Board to effect an Adverse Recommendation Change would reasonably be expected
to be inconsistent with the duties of the Company’s directors under applicable Law. Any amendment to the financial terms or any other
material amendment of such a Superior Proposal shall require a new Notice of Change of Recommendation, and the Company shall be required
to comply again with the requirements of this Section 5.6(e); provided, however, that the Notice of Change Period
shall be reduced to two (2) Business Days following receipt by the Parent Entities of any such new Notice of Change of Recommendation
and ending at 11:59 p.m. (New York City time) on such 2^nd Business Day.

(f) Nothing
contained in this Agreement shall prohibit the Company or the Company Board, directly or indirectly through its Representatives, from
(i) taking and disclosing to the Company’s stockholders a position contemplated by Rule 14e-2(a) or Rule 14d-9 or
Item 1012(a) of Regulation M-A promulgated under the Exchange Act or (ii) making any disclosure to the stockholders of
the Company that is required by applicable Law or if the Company Board determines in good faith, after consultation with outside legal
counsel, that the failure to make such disclosure would reasonably be expected to be inconsistent with the fiduciary duties of the Company’s
directors under applicable Law (for the avoidance of doubt, it being agreed that the issuance by the Company or the Company Board of a
“stop, look and listen” or similar statement of the type contemplated by Rule 14d-9(f) promulgated under the Exchange
Act, shall not constitute an Adverse Recommendation Change); provided, however, that neither the Company nor the Company
Board shall be permitted to recommend that the stockholders of the Company tender any securities in connection with any tender offer or
exchange offer that is a Company Acquisition Proposal or otherwise effect an Adverse Recommendation Change with respect thereto, except
as permitted by Section 5.6(d).

(g) The
Company shall not, and shall not permit any Company Subsidiary to, terminate, waive, amend or modify any provision of any standstill or
confidentiality agreement to which the Company or any Company Subsidiary is a party, except solely to allow the applicable party to make
a non-public Company Acquisition Proposal to the Company Board or to allow the disclosure of information to Debt Financing Sources. Other
than in connection with the consummation of the Mergers or the other transactions contemplated by this Agreement, the Company and the
Company Board shall not take any actions to exempt any Person from the “Common Share Ownership Limit” or “Aggregate Share
Ownership Limit” or establish or increase an “Excepted Holder Limit,” as such terms are defined in the Company Charter
unless such actions are taken concurrently with the termination of this Agreement in accordance with Section 7.1(c)(i).

Section 5.7. Public
Announcements. The Company and the Parent Entities shall consult with each other before issuing any press release or otherwise making
any public statements with respect to this Agreement or the Mergers and shall not issue any such press release or make any such public
statement without the prior consent of the other party; provided, however, that a party may, without the prior consent of
the other party, (a) issue such press release or make such public statement as may be required by applicable Law or the applicable
rules of any stock exchange or quotation system if the party issuing such press release or making such public statement has provided
the other party with an opportunity to review and comment (and the parties shall cooperate as to the timing and contents of any such press
release or public statement) upon any such press release or public statement and (b) make any public statements with respect to this
Agreement or the Mergers that are consistent with those in the Proxy Statement or in previous press releases or public statements made
by the Company or the Parent Entities in accordance with this Section 5.7; provided, further, that no such consultation
or consent shall be required with respect to any release, communication, announcement or public statement in connection with an Adverse
Recommendation Change made in accordance with this Agreement.

Section 5.8. Directors’
and Officers’ Indemnification.

(a) From
and after the Company Merger Effective Time, the Parent Entities shall, and shall cause the Surviving Company and the Surviving Partnership
to, to the fullest extent permitted by applicable Law, indemnify, defend and hold harmless each current or former director or officer
of the Company or any of the Company Subsidiaries and each fiduciary under benefit plans of the Company or any of the Company Subsidiaries
(each an “Indemnified Party” and collectively, the “Indemnified Parties“) against (i) all losses,
expenses (including reasonable attorneys’ fees and expenses), judgments, fines, claims, actions, suits, damages or liabilities or, subject
to the proviso of the next sentence, amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation,
whether civil, criminal, administrative or investigative, arising out of actions or omissions occurring at or prior to the Company Merger
Effective Time (and whether asserted or claimed prior to, at or after the Company Merger Effective Time), including in connection with
the consideration, negotiation and approval of this Agreement, to the extent that they are based on or arise out of the fact that such
person is or was a director, officer or fiduciary under benefit plans, including payment on behalf of or advancement to the Indemnified
Party of any expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification
and/or advancement (the “Indemnified Liabilities“), and (ii) all Indemnified Liabilities to the extent they are
based on or arise out of or pertain to the transactions contemplated by this Agreement, whether asserted or claimed prior to, at or after
the Company Merger Effective Time, and including any expenses incurred in enforcing such person’s rights under this Section 5.8(a);
provided that (x) none of the Surviving Company or the Surviving Partnership shall be liable for any settlement effected without
their prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); and (y) none of the Surviving
Company or the Surviving Partnership shall be obligated under this Section 5.8(a) to pay the fees and expenses of more
than one legal counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties in any jurisdiction
with respect to any single legal action except to the extent that, on the advice of any such Indemnified Party’s counsel, two or more
of such Indemnified Parties shall have conflicting interests in the outcome of such action. In the event of any such loss, expense, claim,
damage or liability (whether or not asserted before the Company Merger Effective Time), the Surviving Company or the Surviving Partnership,
as applicable, shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties promptly, and in any event within
ten (10) days, after statements therefor are received and otherwise advance to such Indemnified Party upon request, reimbursement
of documented expenses reasonably incurred (provided that, if required by applicable Law, the person to whom expenses are advanced
provides an undertaking to repay such advance if it is determined by a final and non-appealable judgment of a court of competent jurisdiction
that such person is not legally entitled to indemnification under applicable Law).

(b) The
Parent Entities shall cause the Surviving Company to maintain the Company’s officers’ and directors’ liability insurance policies in effect
on the date hereof (accurate and complete copies of which have been previously provided to the Parent Entities) (the “D&O
Insurance“) for a period of not less than six (6) years after the Closing Date; provided that the Surviving Company
may substitute therefor policies of at least the same coverage and amounts with reputable and financially sound carriers containing terms
no less advantageous to such former directors or officers so long as such substitution does not result in gaps or lapses of coverage with
respect to matters occurring on or prior to the Company Merger Effective Time; provided, further, that in no event shall
the Parent Entities or the Surviving Company be required to pay annual premiums in the aggregate of more than an amount equal to 300%
of the current annual premiums paid by the Company for such insurance (the “Maximum Amount“) to maintain or procure insurance
coverage pursuant hereto; provided, further, that if the amount of the annual premiums necessary to maintain or procure
such insurance coverage exceeds the Maximum Amount, the Parent Entities and the Surviving Company shall procure and maintain for such
six-year period the most advantageous policies as can be reasonably obtained for the Maximum Amount. In lieu of the foregoing, prior to
the Company Merger Effective Time, the Parent Entities shall have the option to cause coverage to be extended by obtaining a six-year
“tail” policy or policies on terms and conditions no less advantageous than the Company’s existing D&O Insurance, subject
to the limitations set forth in the provisos above in this Section 5.8(b), and such “tail” policy or policies shall
satisfy the provisions of this Section 5.8(b).

(c) The
obligations of the Parent Entities and the Surviving Company under this Section 5.8 shall survive the Closing and the consummation
of the Mergers and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section 5.8
applies (it being expressly agreed that the Indemnified Parties to whom this Section 5.8 applies shall be third party
beneficiaries of this Section 5.8, each of whom (including his or her heirs, executors or administrators and his or her Representatives,
successors and assigns) may enforce the provisions of this Section 5.8) without the consent of the Indemnified Party (including
the successors, assigns and heirs of such Indemnified Party) affected thereby. In the event that the Surviving Company or any of its successors
or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving company or entity of such
consolidation or merger or (ii) transfers or conveys all or substantially all its properties and assets to any Person, or if the
Parent Entities dissolve the Surviving Company, then, and in each such case, the Parent Entities shall cause proper provision to be made
so that the successors and assigns of the Surviving Company shall assume the obligations set forth in this Section 5.8.

(d) For
a period of not less than six (6) years from the Company Merger Effective Time, the Surviving Company and the Surviving Partnership
shall provide to the Indemnified Parties the same rights to exculpation, indemnification and advancement of expenses as provided to the
Indemnified Parties under the charter and bylaws of the Company and similar organizational documents of the Company Subsidiaries as in
effect as of the date hereof and the charter and bylaws of the Surviving Company and similar organizational documents of the Surviving
Partnership shall not contain any provisions inconsistent with such rights. The contractual indemnification rights set forth in Section 5.8(d) of
the Company Disclosure Letter in existence on the date of this Agreement with any of the current or former directors, officers or employees
of the Company or any Company Subsidiary shall be assumed by the Surviving Company and the Surviving Partnership without any further action
and shall continue in full force and effect in accordance with their terms following the Company Merger Effective Time.

(e) The
provisions of this Section 5.8 are in addition to, and not in substitution for, any other rights to indemnification or contribution
that any such person may have by contract or otherwise. Nothing in this Agreement, including this Section 5.8, is intended
to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that
is or has been in existence with respect to the Company, any Company Subsidiaries or the Indemnified Parties, it being understood and
agreed that the indemnification provided for in this Section 5.8 is not prior to, or in substitution for, any such claims
under any such policies.

Section 5.9. Employee
Matters.

(a) From
and after the Company Merger Effective Time, for the period ending on the first anniversary of the Company Merger Effective Time (or,
if shorter, during any applicable period of employment), the Parent Entities shall provide or cause its Subsidiaries, including the Surviving
Company and the Surviving Partnership, to provide to each individual who is an employee of the Company or any Company Subsidiary immediately
prior to the Company Merger Effective Time and who continues employment with the Surviving Company or any Subsidiary of the Surviving
Company following the Company Merger Effective Time (each, a “Company Employee“) (i) a base salary or wage rate,
as applicable, that is no less favorable than the base salary or wage rate in effect with respect to such Company Employee immediately
prior to the Company Merger Effective Time, (ii) a target annual cash bonus opportunity that is no less favorable than the target
annual cash bonus opportunity provided to such Company Employee immediately prior to the Company Merger Effective Time, (iii) equity-based
compensation that is substantially comparable to the equity-based compensation provided to similarly situated employees of the Parent
Entities or their affiliates immediately prior to the Company Merger Effective Time (provided that such equity-based compensation
may be subject to performance-vesting terms with respect to a percentage thereof that is the same as (or lower than) the percentage of
equity-based compensation provided to similarly situated employees of the Parent Entities or their affiliates in the immediately preceding
year that was subject to performance-vesting terms), and (iv) other compensation and benefits (including severance benefits, paid-time
off and health insurance that are substantially comparable, in the aggregate, to the other compensation and benefits provided to similarly
situated employees of the Parent Entities or their affiliates immediately prior to the Company Merger Effective Time.

(b) With
respect to each benefit plan, program, policy or arrangement maintained by the Parent Entities or their affiliates, including the Surviving
Company and the Surviving Partnership, following the Closing and in which any of the Company Employees participate (each, a “Parent
Plan“), and except to the extent necessary to avoid duplication of benefits, service with the Company or any Company Subsidiary
and the predecessor of any of them shall be treated as service with the Parent Entities or any of their affiliates, including the Surviving
Company and the Surviving Partnership, for purposes of determining eligibility to participate, vesting (if applicable) and entitlement
to benefits including any paid time off and severance plans (but not for accrual of or entitlement to pension benefits, post-employment
welfare benefits, special or early retirement programs, window separation programs, or similar plans which may be in effect from time
to time), to the extent that such service was recognized by the Company or any Company Subsidiary as of the date hereof. The Parent Entities
shall take all necessary actions so that each Company Employee shall after the Company Merger Effective Time continue to be credited (until
used) with the unused paid time off credited to such employee through the Company Merger Effective Time under the applicable paid time
off policies of the Company or any Company Subsidiaries (subject to the same forfeiture conditions and accrual limits as applicable prior
to the Company Merger Effective Time).

(c) The
Parent Entities shall, or shall cause its Subsidiaries, including the Surviving Company and the Surviving Partnership, as the case may
be, to (i) waive all limitations as to pre- existing conditions, exclusions, actively at work requirements, waiting periods or any
other restriction that would prevent immediate or full participation under the health and welfare plans of the Parent Entities or any
of their affiliates applicable to such Company Employee with respect to participation and coverage requirements applicable to all Company
Employees and their dependents under any Parent Plan that is a welfare plan that such Company Employees may be eligible to participate
in after the Closing Date, other than limitations, exclusions, actively at work requirements, waiting periods or other restrictions that
are already in effect with respect to such employees and that have not been satisfied as of the Closing Date under any Company Employee
Benefit Plan, (ii) waive any and all evidence of insurability requirements with respect to such Company Employees to the extent such
evidence of insurability requirements were not applicable to the Company Employees under the comparable Company Employee Benefit Plans
immediately prior to the Closing, and (iii) provide each such Company Employee and his or her dependents with full credit for any
co-payments and deductibles satisfied prior to the Closing Date in satisfying any applicable deductible or out-of-pocket requirements
for the plan year within which the Company Merger Effective Time occurs, and for any lifetime maximums, under any welfare plans in which
such employees are eligible to participate after the Closing Date.

(d) On
and after the Closing Date, the Parent Entities shall cause the Surviving Company and the Surviving Partnership to honor all Company Employee
Benefit Plans and compensation arrangements and agreements in accordance with their terms as in effect immediately prior to the Company
Merger Effective Time (subject to any rights to terminate, amend or modify such Company Employee Benefit Plans and compensation arrangements
and agreements in accordance with their terms in the Parent Entities’ sole discretion).

(e) Without
limiting the generality of Section 8.6, no provision of this Section 5.9, express or implied, (i) is intended
to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person (including any Company Employee and any
dependent or beneficiary thereof) other than the parties hereto and their respective successors and assigns, (ii) shall constitute
an amendment of, or an undertaking to amend, any Company Employee Benefit Plan or any employee benefit plan, program or arrangement maintained
by the Parent Entities or any of their affiliates or (iii) is intended to prevent the Parent Entities or any of their affiliates
from amending or terminating any Company Employee Benefit Plan in accordance with its terms or terminating the employment of any Company
Employee.

Section 5.10. Notification
of Certain Matters. The Company shall give prompt notice to the Parent Entities, and the Parent Entities shall give prompt notice
to the Company, of any notice or other communication received by such party from any Governmental Entity in connection with this Agreement,
the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or
may be required in connection with the Mergers or the other transactions contemplated by this Agreement.

Section 5.11. Dividends.
During the Interim Period, the Company may make distributions to its respective stockholders and the Partnership may make distributions
to the partners of the Partnership, including the Company, to allow the Company to make distributions to its stockholders, in each case
(a) reasonably necessary (after giving effect to the distributions contemplated by clause (b)) for the Company or any such
Company Subsidiary to (i) maintain its status as a REIT under the Code, or (ii) avoid the payment of income or excise tax under
Sections 857 or 4981 of the Code (or any other entity-level Tax) or (b) in accordance with sub-clauses (B), (C), and (D) of
clause (ii) of Section 5.1(c). If the Company declares a distribution to the Company’s stockholders pursuant
to clause (a) of the immediately preceding sentence, the Per Company A Share Merger Consideration and/or the Per Company
T Share Merger Consideration (as applicable) shall be decreased by an amount equal to the amount per Company Share of such distribution.
In the event that a distribution permitted under the terms of this Agreement (i) has a record date prior to the Partnership Merger
Effective Time and (ii) has not been paid as of the close of business on the date immediately prior to the Closing Date, such distribution
shall be paid by the Company or Company Subsidiary on the Closing Date immediately prior to the Partnership Merger Effective Time to the
applicable holders of record of the underlying security as of such record date.

Section 5.12. FIRPTA
Certificate. On the Closing Date, prior to the Company Merger, the Company shall deliver to Merger Sub I a duly executed IRS Form W-9,
and the Partnership shall use its commercially reasonable efforts to obtain and deliver to Merger Sub I at or prior to the Partnership
Merger an IRS Form W-9 from each holder of Partnership Units (other than the Company); provided that the Parent Entities may waive
any failure to comply with this Section 5.12 and withhold Taxes pursuant to Section 2.6.

Section 5.13. Rule 16b-3
Matters. Prior to the Company Merger Effective Time, the Company shall be permitted to take such steps as may be reasonably necessary
or advisable to cause dispositions of Company equity securities (including derivative securities) pursuant to the Mergers by each individual
who is a director or officer of the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 5.14. Company
Series B Preferred Shares. Promptly following the date that the Proxy Statement is mailed to the stockholders of the Company
(and in any event no later than 20 Business Days prior to the anticipated Closing Date), the Company shall deliver a notice or notices
of optional redemption and “Fundamental Change” (the “Series B Redemption/Fundamental Change Notice“)
pursuant to Sections 7 and 8 of the Articles Supplementary establishing and fixing the rights and preferences of the Company
Series B Preferred Shares (the “Series B Articles Supplementary“) to the holders of record of Company Series B
Preferred Shares. The Series B Redemption/Fundamental Change Notice shall be prepared by the Company and shall comply with the specifications
and timing requirement of the Series B Articles Supplementary and be in form and substance reasonably satisfactory to the Parent
Entities, and shall state that each Company Series B Preferred Share held by such holder immediately prior to the Company Merger
Effective Time shall be redeemed by the Company effective as of the date immediately following the Closing Date, if then outstanding,
with the redemption price per share equal to an amount in cash equal to the applicable optional redemption price, as such price is determined
in accordance with Section 7 of the Series B Articles Supplementary (such amount, the “Per Series B Preferred Share
Redemption Price“), with such redemption subject to and conditioned upon the occurrence of the Closing (the “Series B
Preferred Share Redemption“). The Series B Redemption/Fundamental Change Notices shall include the other information required
by the Series B Articles Supplementary. The Series B Preferred Share Merger Consideration deposited with the Paying Agent in
accordance with this Agreement shall also serve as the funds deposited to effect the Series B Preferred Share Redemption, to the
extent necessary.

Section 5.15. Financing.

(a) Each
of the Parent Entities, Merger Sub I and Merger Sub II shall use its reasonable best efforts to take, or cause to be taken, all actions
and do, or cause to be done, as promptly as possible, all things necessary, proper or advisable to arrange and obtain the Debt Financing
on the terms and conditions described in the Debt Commitment Letter (including the flex provisions in any fee letter) on or prior to the
Closing Date, including maintaining in effect the Debt Commitment Letter and using reasonable best efforts to, as promptly as possible,
(A) satisfy, or cause to be satisfied, on a timely basis, or obtain a waiver of, all conditions precedent in the Debt Commitment
Letter that are to be satisfied by the Parent Entities, Merger Sub I and Merger Sub II, (B) negotiate and enter into definitive agreements
with respect to the Debt Financing on the terms and conditions contemplated by the Debt Commitment Letter subject to any amendments or
replacements not prohibited by this Agreement, (C) consummate the Debt Financing at or prior to the Closing, including if all of
the conditions set forth in Section 6.1 and Section 6.2 have been satisfied using reasonable best efforts to cause
the persons providing the Debt Financing to fund at Closing, and (D) comply with its obligations under the Debt Commitment Letter
and Debt Documents.

(b) The
Parent Entities shall give the Company prompt (and in any event within two Business Days) written notice (i) of any breach or default
(or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to result in breach or
default) by the Parent Entities, Merger Sub I, Merger Sub II, or to the knowledge of the Parent Entities, Merger Sub I or Merger Sub I,
any party to the Debt Commitment Letter or other definitive agreements with respect thereto (such definitive agreements related to the
Debt Financing, collectively, with the Debt Commitment Letter, “Debt Documents“), in each case, which would reasonably
be expected to delay or impair the Closing or make funding less likely to occur on or before the Closing, (ii) if and when the Parent
Entities receives notice that any portion of the Debt Financing contemplated by the Debt Commitment Letter is not reasonably expected
to be available for the Financing Purposes, (iii) of the receipt of any written notice or other written communication from any party
to the Debt Commitment Letter with respect to any actual or potential breach, default, termination or repudiation by any party to the
Debt Commitment Letter or other Debt Document, and (iv) of any expiration or termination of the Debt Commitment Letter or other Debt
Document.

(c) The
Parent Entities, Merger Sub I and Merger Sub II shall not, without the Company’s prior written consent, permit or consent to any amendment,
supplement or modification to be made to the Debt Commitment Letter or other Debt Document if such amendment, supplement or modification
would or would reasonably be expected to (A) impair, delay or prevent the consummation of the Mergers, (B) reduce the aggregate
amount of the Debt Financing (unless such reduction is matched with an equal increase in the Equity Financing pursuant to the Equity Commitment
Letter or any other replacement financing (such replacement financing, the “Replacement Financing“); provided,
that, any such Replacement Financing shall not impose new or additional conditions or otherwise expand, amend or modify any of the conditions
to the receipt of the Debt Financing (unless such new or additional conditions or expanded, amended or modified conditions could not be
reasonably expected to (1) impair, delay or prevent the Closing, (2) make the timely funding of the Debt Financing or satisfaction
of the conditions to obtaining the Debt Financing less likely to occur, or (3) adversely affect the ability of the Parent Entities
to enforce its rights against other parties with respect to the Debt Financing), (C) impose new or additional conditions or otherwise
expand, amend or modify any of the conditions to the receipt of the Debt Financing (unless such new or additional conditions or expanded,
amended or modified conditions could not be reasonably expected to (1) delay or prevent the Closing, (2) make the timely funding
of the Debt Financing or satisfaction of the conditions to obtaining the Debt Financing less likely to occur, or (3) adversely affect
the ability of the Parent Entities to enforce its rights against other parties with respect to the Debt Financing) or (D) otherwise
reasonably be expected to adversely affect (other than a de minimis manner) the ability of the Parent Entities, Merger Sub I or
Merger Sub II to timely consummate the transactions contemplated by this Agreement; provided, that, for the avoidance of doubt,
the Parent Entities may amend, supplement, modify or waive any terms of the Debt Commitment Letter and/or the Debt Documents with respect
thereto without the consent of the Company in order to (1) reduce the aggregate amount of the Debt Financing so long as such reduction
is matched with an equal increase of the Replacement Financing, (2) correct typographical errors, (3) add lenders, lead arrangers,
bookrunners, syndication agents or similar entities (by assignment or otherwise) subject to the terms and restrictions set forth in the
Debt Commitment Letter as in effect on the date of this Agreement or (4) reallocate commitments or assign or reassign titles or roles
to, or between or among, any entities party thereto.

(d) The
Parent Entities, Merger Sub I and Merger Sub II shall keep the Company informed on a reasonably current basis and in reasonable detail
of the efforts to obtain the Debt Financing. For purposes of this Agreement, references to the “Debt Commitment Letter” shall
include such document(s) as permitted or required by this Section 5.15 to be amended, supplemented, modified or waived,
in each case from and after such amendment, supplement, modification or waiver, and references to “Debt Financing” shall include
any Replacement Financing permitted by this Section 5.15.

(e) In
the event of any Financing Failure Event, each of the Parent Entities, Merger Sub I and Merger Sub II shall use its reasonable best efforts
to arrange to obtain, or cause to be obtained, alternative financing, including from alternative sources, in an amount sufficient to replace
any unavailable portion of the Debt Financing (“Alternative Financing“) as promptly as practicable following the occurrence
of such Financing Failure Event, on terms that are not materially less favorable in the aggregate to the Parent Entities, Merger Sub I
and Merger Sub II than the terms of the Debt Commitment Letter (including any flex terms applicable thereto) and the provisions of this
Section 5.15 and the Debt Financing Sources Protective Provisions shall be applicable to the Alternative Financing, and, for
the purposes of this Section 5.15, Section 4.8 and the Debt Financing Sources Protective Provisions, all references
to the Debt Financing shall be deemed to include such Alternative Financing and any Replacement Financing, all references to Debt Documents
shall include the applicable documents for the Alternative Financing and any Replacement Financing, and all references to the Financing
Sources shall include the Persons providing or arranging the Alternative Financing or any Replacement Financing. In the event that each
of the Parent Entities, Merger Sub I and Merger Sub II has obtained substitute financing, the proceeds of which are received on the Closing
Date and which amount substitutes an equivalent portion of the Debt Financing, for the purposes of Section 4.8 and Section 5.16,
all references to the Debt Financing shall be deemed to include such substitute financing.

(f) Notwithstanding
anything herein to the contrary, the Parent Entities, Merger Sub I and Merger Sub II acknowledge and agree that the obtaining of the Debt
Financing is not a condition to Closing.

Section 5.16. Financing
Cooperation.

(a) Prior
to the Closing, the Company shall use, and shall use its reasonable best efforts to cause the Company Subsidiaries to use, their reasonable
best efforts, at the sole cost and expense of the Parent Entities, Merger Sub I and Merger Sub II, to cooperate with the Parent Entities,
Merger Sub I and Merger Sub II to the extent required by the Debt Financing Sources in connection with the arrangement of the Debt Financing,
in each case as may be customary and reasonably requested by the Parent Entities (provided that such requested cooperation does not unreasonably
interfere with the business or operations of the Company and the Company Subsidiaries), including (but not limited to) using reasonable
best efforts to:

(i) cause
the Company’s and the Company Subsidiaries’ (and their respective Representatives) management teams, with appropriate seniority and expertise,
to participate in a reasonable number of meetings, lender presentations, due diligence sessions, drafting sessions, road shows, calls
and meetings with prospective lenders and ratings agencies, in each case, upon reasonable notice at mutually agreed times and places,
and only to the extent customarily needed for financing of the type contemplated by the Debt Commitment Letter;

(ii) assist
the Parent Entities, Merger Sub I and Merger Sub II with the preparation of customary materials for rating agency presentations, confidential
information memoranda and similar documents reasonably necessary in connection with the Debt Financing, and assisting with the identification
of any portion of the information that constitutes material non- public information;

(iii) assist
the Parent Entities, Merger Sub I and Merger Sub II with the preparation of any guarantee, pledge and security documents contemplated
by the Debt Financing, and any certificates and schedules related thereto and other customary definitive documents relating to the Debt
Financing, any certificates and schedules related thereto, and otherwise reasonably assist in facilitating the pledging of collateral
contemplated by the Debt Financing, as may be reasonably requested by the Parent Entities, Merger Sub I or Merger Sub II, in each case
to the extent such items are effective no earlier than the Closing;

(iv) subject
to Section 5.5(d), assist the Parent Entities, Merger Sub I and Merger Sub II with obtaining third- party consents to the
Debt Financing, and assist the Parent Entities, Merger Sub I and Merger Sub II with the preparation of any required notices or execute
any supplemental indentures or similar documents, in each case, as may reasonably be requested by the Parent Entities, Merger Sub I or
Merger Sub II, including, if required (as reasonably determined by the Parent Entities, Merger Sub I and Merger Sub II), consent from
third parties to existing joint-venture agreements, financing documents, property management agreements, ground leases, tax credit agreements,
and purchase and sale agreements;

(v) furnish
to the Parent Entities: (1) GAAP audited balance sheets and related statements of income, equity and cash flows for the Company and
the Company’s consolidated subsidiaries as of and for the fiscal years ended on December 31, 2019, December 31, 2020 and December 31,
2021 (it being understood that the Parent Entities, Merger Sub I and Merger Sub II acknowledge receipt of the information described in
this clause (1) as of the date hereof); (2) GAAP unaudited balance sheet and related statements of income, equity and cash flows
for the Company and the Company’s consolidated subsidiaries as of and for each fiscal quarter ended after December 31, 2021 and more
than 45 days prior to the Closing Date, it being understood that, with respect to such information for each such fiscal year and subsequent
interim period, such covenant shall be deemed satisfied through the filing with the SEC by the Company of its Annual Report on Form 10-K
or quarterly report on Form 10-Q with respect to the relevant period; and (3) historical financial, statistical and other pertinent
information about the Company and the Company Subsidiaries customarily included in the Rule 144A offerings of commercial mortgage
backed securities facilities, to the extent reasonably available and prepared by the Company and the Company Subsidiaries in the ordinary
course of business (the information and financial statements referred to in subclauses (1), (2) and (3) above,
the “Required Financial Information“);

(vi) assist
the Parent Entities, Merger Sub I and Merger Sub II to the extent requested, with the Parent Entities, Merger Sub I and Merger Sub II’s
preparation of a pro forma balance sheet;

(vii) upon
the request by the Parent Entities, Merger Sub I or Merger Sub II, providing customary authorization and representation letters (including
customary 10b-5 and material non-public information representations) in connection with the information provided as Required Financial
Information in any confidential information memorandum (including prior to any bank meeting for the Debt Financing);

(viii) assist
the Parent Entities, Merger Sub I and Merger Sub II in the Parent Entities, Merger Sub I and Merger Sub II obtaining surveys and title
insurance as reasonably requested by the Parent Entities, Merger Sub I or Merger Sub II, including by providing title affidavits or similar
documents required by a nationally-recognized title company for (A) the deletion of any standard or pre- printed exceptions in any
title insurance policies or pro forma or (B) the satisfaction of any requirement set forth in any title commitment and, to the extent
appropriate, appraisals of real property and assist in obtaining assignments or similar documents as reasonably requested by the Parent
Entities and not effective earlier than the Closing, Merger Sub I or Merger Sub II to minimize mortgage recording tax and other costs
and expenses;

(ix) at
least four (4) Business Days prior to the Closing (in each case, to the extent requested at least ten (10) Business Days prior
to the Closing), provide all documentation and other information about the Company and any of its Subsidiaries as is reasonably requested
in writing by the Parent Entities which the parties to the Debt Commitment Letter (other than the Parent Entities) reasonably determine
is required by applicable “know your customer,” anti-money laundering rules and regulations (including the PATRIOT Act)
and the requirements of the beneficial ownership regulation pursuant to 31 C.F.R. § 1010.230;

(x) assist
the Parent Entities, Merger Sub I and Merger Sub II with the Parent Entities, Merger Sub I and Merger Sub II obtaining property-level
financing and facilities (including any agency financing and commercial mortgage backed security facilities) as may reasonably be requested
by the Parent Entities;

(xi) subject
to Section 5.2(a), provide the Parent Entities and its Representatives and Debt Financing Sources (including any appraisers,
engineers, environmental or rating agency personnel) reasonable access to the Company and its Subsidiaries’ properties and enter into
customary engagements regarding the scope of such access; and

(xii) assist
the Parent Entities with obtaining tenant and ground lessor estoppels (it is acknowledged that obtaining any such estoppel is not a condition
to Closing).

(b) Nothing
in this Section 5.16 shall require any cooperation or other action by the Company, the Company Subsidiaries or its or their
respective Representatives to the extent that it would unreasonably interfere in any material respect with the business or operations
of the Company or any of the Company Subsidiaries. Notwithstanding the foregoing or anything else contained herein to the contrary, nothing
in this Section 5.16 shall require the Company or any of the Company Subsidiaries or their respective Representatives (1) to
execute or approve any definitive financing documents, including any credit or other agreements, pledge documents, security documents
or other certificates in connection with the Debt Financing (other than customary authorization and representation letters in connection
with the Debt Financing, if any, and solely to the extent set forth in Section 5.16(a)(vii) above), (2) to provide
cooperation to the extent that it would reasonably be expected to conflict with or violate any applicable Law or result in a breach of,
or a default under, any material contract to which the Company or any of the Company Subsidiaries is a party, (3) to breach, waive
or amend any terms of this Agreement, (4) to provide cooperation to the extent it would cause any condition to the Closing set forth
in Section 6.1 or Section 6.2 to not be satisfied or (5) to violate any obligation of confidentiality (not
created in contemplation hereof) binding on the Company, the Company Subsidiaries or their Representatives. Additionally, (A) neither
the Company nor any of the Company’s Subsidiaries shall be required to pay or incur any commitment or other similar fee or incur or assume
any liability or obligation in connection with any Debt Financing prior to the Closing (other than as are expressly reimbursable or payable
by Parent and Merger Sub and except for the obligation to deliver the customary authorization and representation letter referenced above),
(B) none of the directors of the Company or any Company Subsidiary, acting in such capacity, shall be required to authorize or adopt
any resolutions approving the agreements, documents, instruments, actions and transactions contemplated in connection with the Debt Financing,
(C) except as set forth in Section 5.16(a)(vii), none of the Company, any of the Company Subsidiaries or any of their
respective Representatives shall be required, prior to Closing, to make any representation to the Parent Entities, any of their affiliates,
any lender, agent or lead arranger to any Debt Financing, or any other Person with respect to any action under this Section 5.16,
as to the solvency of the Company, any of the Company Subsidiaries, or any of their respective Representatives, or to deliver or require
to be delivered any solvency or similar certificate and (D) except as set forth in Section 5.16(a)(iv), none of the Company,
any of the Company Subsidiaries or any of its or their Representatives shall be required to seek any amendment, waiver, consent or other
modification under any indebtedness. Nothing hereunder shall require any employee, officer, director or other Representative of the Company
or any of the Company Subsidiaries to deliver any certificate or opinion or take any other action that would result in personal liability
to such employee, officer, director or other Representative. None of the representations, warranties or covenants of the Company and the
Partnership set forth in this Agreement shall be deemed to apply to, or be deemed to be breached or violated by, any of the actions taken
by the Company and the Company Subsidiaries at the request of any of the Parent Entities set forth in this Section 5.16. All
non-public or otherwise confidential information regarding the Company obtained by the Parent Entities, Merger Sub I or Merger Sub II
or any of their respective Representatives pursuant to this Section 5.16, shall be kept confidential in accordance with the
Confidentiality Agreement; provided that the Company agrees that the Parent Entities, Merger Sub I and Merger Sub II may share
non-public or otherwise confidential information with the rating agencies and Debt Financing Sources as contemplated by the Debt Commitment
Letter if the recipients of such information are rating agencies and Debt Financing Sources in connection with the Debt Financing as contemplated
by the Debt Commitment Letter and agree to customary confidentiality arrangements, including customary “click through” confidentiality
agreements and confidentiality provisions contained in customary bank books and offering memoranda, provided, in each case, that such
confidentiality arrangements shall provide that the Company is a third-party beneficiary thereof and shall satisfy the confidentiality
obligations under Regulation FD.

(c) The
Parent Entities shall jointly and severally indemnify, defend and hold harmless the Company and its affiliates, and its and their respective
pre-Closing directors, officers, employees, agents, representatives and professional advisors, from and against any liability, obligation
or loss suffered or incurred by them in connection with any cooperation provided under this Section 5.16, the arrangement
of the Debt Financing and any information provided in connection therewith (other than arising from historical financial information furnished
in writing by or on behalf of the Company and/or its Subsidiaries specifically for inclusion in such materials for the Debt Financing,
but including any violation of the Confidentiality Agreement), except in the event such liabilities, obligations or losses arose out of
or result from the bad faith, gross negligence or willful misconduct by the Company, any of the Company Subsidiaries or any of their respective
affiliates and Representatives. The Parent Entities shall promptly reimburse the Company and the Company Subsidiaries and Representatives
for all reasonable, documented and invoiced costs incurred by the Company or the Company Subsidiaries in connection with any cooperation
provided under this Section 5.16 or otherwise in connection with the Debt Financing (including reasonable and documented out-of-
pocket auditor’s and attorneys’ fees and expenses). Subject to the Parent Entities’ indemnification obligations under this Section 5.16,
the Company hereby consents to the use of all of its and the Company Subsidiaries’ corporate logos in connection with the initial syndication
or marketing of the Debt Financing, so long as such logos are used solely in a manner that is not intended to or reasonably likely to
harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries.

Section 5.17. Satisfaction
of Indebtedness. Prior to the Closing Date, the Company shall, and shall cause the Company Subsidiaries to, request and use commercial
reasonable efforts to obtain pay-off letters (the “Pay-Off Letters“) from the administrative agents or the lenders under
the items of Indebtedness of the Company and the Company Subsidiaries specified by the Parent Entities by written notice not less than
ten (10) Business Days prior to the Closing (the “Pay-Off Indebtedness“), in the agents’ or the lenders’ customary
forms and in form and substance reasonably acceptable to the Parent Entities; provided, however, that the Company shall
not be required to obtain any Pay-Off Letters that are not conditioned on, and subject to, the occurrence of the Closing. The Company
shall, and shall cause the Company Subsidiaries to, use their commercially reasonable efforts to deliver substantially final drafts of
the Pay-Off Letters (which may omit the amounts due in respect of any revolving facility under the Pay-Off Indebtedness) at least three
(3) Business Days prior to the Closing Date.

Section 5.18. Company
Warrants. Promptly following the date that the Proxy Statement is mailed to the stockholders of the Company (and in any event no later
than 20 Business Days prior to the anticipated Closing Date), the Partnership shall deliver a “Call Notice” as defined in Section 3(c) of
the Warrant Certificate (the “Warrant Call Notice“) to the holders of record of Callable Securities. The Warrant Call
Notice shall be prepared by the Partnership and shall comply with the specifications and timing requirement of the Warrant Certificate
and be in form and substance reasonably satisfactory to the Parent Entities, and shall state that each Callable Security held by such
holder immediately prior to the Company Merger Effective Time shall be purchased by the Partnership effective as of immediately prior
to the Closing at a price equal to the “Call Price” as defined in Section 3 of the Warrant Certificate, with such purchase
subject to and conditioned upon the occurrence of the Closing (the “Warrant Call Option“). The Warrant Call Notice shall
include the other information required by the Warrant Certificate. At or prior to the Partnership Merger Effective Time, the Parent Entities
shall pay or cause to be paid to the Partnership, the aggregate “Call Price” as defined in Section 3 of the Warrant Certificate
with respect to the Warrant Call Option for the benefit of the holders of the Callable Securities.

Section 5.19. REIT
Qualification. Following the Closing, the Parent Entities will use reasonable best efforts to cause the Company to qualify as a REIT
for its taxable year that includes the Company Merger Effective Time. Notwithstanding the foregoing, the Parent Entities shall not be
liable for any failure to maintain the qualification of the Company as a REIT if such failure results from a breach by the Company of
any representation set forth in Section 3.13, or such failure otherwise results from any action taken by the Company (or any
failure of the Company to take any required action) prior to the Company Merger Effective Time that causes the Company to fail to qualify
as a REIT after the Company Merger Effective Time.

Article VI
CONDITIONS TO CONSUMMATION OF THE MERGERS

Section 6.1. Conditions
to Each Party’s Obligations to Effect the Mergers. The respective obligations of each party hereto to consummate the Mergers are subject
to the satisfaction at or prior to the Closing Date of each of the following conditions, any or all of which may be waived in whole or
in part by the party being benefited thereby (which waiver shall be in such party’s sole discretion), to the extent permitted by applicable
Law:

(a) Company
Requisite Vote. The Company shall have obtained the Company Requisite Vote.

(b) No
Injunctions, Orders or Restraints; Illegality. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated,
enforced or entered any Law or order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making
the Mergers illegal or otherwise restricting, preventing or prohibiting consummation of the Mergers.

Section 6.2. Conditions
to the Obligations of the Parent Entities, Merger Sub I and Merger Sub II. The obligations of the Parent Entities, Merger Sub I and
Merger Sub II to effect the Mergers are further subject to the satisfaction of the following conditions, any one or more of which may
be waived in whole or in part by the Parent Entities at or prior to the Closing Date:

(a) Representations
and Warranties. (i) Except for the representations and warranties referred to in clauses (ii) or (iii) below,
each of the representations and warranties of the Company and the Partnership contained in this Agreement shall be true and correct (determined
without regard to any qualification by any of the terms “material” or “Company Material Adverse Effect” therein) as
of the Closing Date as though made on and as of the Closing Date (except to the extent a representation or warranty is made as of a specific
date, in which case such representation or warranty shall be true and correct at and as of such date, without regard to any such qualifications
therein), except where the failure of such representations and warranties to be true and correct has not had, or would not, individually
or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (ii) the representations and warranties of
the Company and the Partnership contained in Section 3.1 (Organization and Qualification) and Section 3.2
(Capitalization) (other than clauses (c), (e) and (f) (Capitalization)) shall be true and
correct as of the Closing Date as though made on and as of the Closing Date except for de minimis inaccuracies (except to the extent a
representation or warranty is made as of a specific date, in which case such representation or warranty shall be true and correct in all
material respects at and as of such date) and (iii) the representations and warranties of the Company and the Partnership contained
in Section 3.3 (Authority), Section 3.19 (Takeover Statutes) and Section 3.23 (Brokers)
shall be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date (except to the extent a
representation or warranty is made as of a specific date, in which case such representation or warranty shall be true and correct in all
material respects at and as of such date).

(b) Performance
and Obligations of the Company. Each of the Company and the Partnership shall have performed or complied in all material respects
with all obligations, agreements and covenants required by this Agreement to be performed by it or complied with on or prior to the Closing
Date.

(c) Absence
of Material Adverse Change. From the date of this Agreement through the Closing Date, there shall not have occurred a change, event,
state of facts or development that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material
Adverse Effect.

(d) Closing
Certificate. The Parent Entities shall have received a certificate, substantially in the form attached as Exhibit A-1,
signed on behalf of the Company, by an executive officer of the Company, dated as of the Closing Date, certifying that the conditions
set forth in Section 6.2(a) and Section 6.2(b) are satisfied.

(e) REIT
Opinion. The Company shall deliver to the Parent Entities the opinion of Clifford Chance US LLP, counsel to the Company (or such other
nationally recognized tax counsel reasonably acceptable to the Parent Entities), dated as of the Closing Date and addressed to the Parent
Entities, substantially in the form attached hereto as Exhibit B (and with such changes as may be deemed reasonably necessary
or appropriate by Clifford Chance US LLP, with the consent of the Parent Entities, which consent may not be unreasonably withheld) (the
“REIT Qualification Opinion“), which REIT Qualification shall be based on an officer’s certificate of the Company substantially
in the form attached hereto as Exhibit C (and with such changes as may be deemed reasonably necessary or appropriate by Clifford
Chance US LLP, with the consent of the Parent Entities, which consent may not be unreasonably withheld) (the “REIT Officer’s Certificate“).

Section 6.3. Conditions
to Obligations of the Company and the Partnership. The obligations of the Company and the Partnership to effect the Mergers are further
subject to the satisfaction of the following conditions, any one or more of which may be waived in whole or in part by the Company at
or prior to the Closing Date:

(a) Representations
and Warranties. Each of the representations and warranties of the Parent Entities, Merger Sub I and Merger Sub II contained in this
Agreement shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date (except
to the extent a representation or warranty is made as of a specific date, in which case such representation or warranty shall be true
and correct in all material respects at and as of such date).

(b) Performance
and Obligations of the Parent Entities, Merger Sub I and Merger Sub II. Each of the Parent Entities, Merger Sub I and Merger Sub II
shall have performed or complied in all material respects with all obligations, agreements and covenants required by this Agreement to
be performed by it or complied with on or prior to the Closing Date.

(c) Closing
Certificate. The Company and the Partnership shall have received a certificate, substantially in the form attached as Exhibit A-2,
signed on behalf of the Parent Entities, Merger Sub I and Merger Sub II by an executive officer of the Parent Entities, Merger Sub I and
Merger Sub II, dated as of the Closing Date, certifying that the conditions set forth in Section 6.3(a) and Section 6.3(b) are
satisfied.

Section 6.4. Frustration
of Closing Conditions. No party may rely, either as a basis for not consummating the Mergers or the other transactions contemplated
hereby or terminating this Agreement and abandoning the Mergers, on the failure of any condition set forth in this Article VI
to be satisfied if such failure was caused by such party’s failure to act in good faith or to use reasonable best efforts to consummate
the Mergers and the other transactions contemplated hereby.

Article VII
TERMINATION

Section 7.1. Termination.
This Agreement may be terminated and abandoned at any time prior to the Closing Date, whether before or after the receipt of the Company
Requisite Vote (except as otherwise provided below):

(a) by
the mutual written consent of the Parent Entities and the Company; or

(b) by
either of the Company, on the one hand, or the Parent Entities, on the other hand, by written notice to the other, if:

(i) any
Governmental Entity of competent authority shall have issued an order, decree or ruling or taken any other action in each case permanently
restraining, enjoining or otherwise prohibiting the Mergers substantially on the terms contemplated by this Agreement and such order,
decree, ruling or other action shall have become final and non- appealable; provided that the right to terminate this Agreement
pursuant to this Section 7.1(b)(i) shall not be available to a party if the issuance of such final, non-appealable order,
decree or ruling or taking of such other action was primarily due to the failure of the Company or the Partnership, in the case of termination
by the Company, or the Parent Entities, Merger Sub I or Merger Sub II, in the case of termination by the Parent Entities, to perform any
of its obligations under this Agreement; or

(ii) the
Mergers shall not have been consummated on or before November 7, 2022 (the “Outside Date“); provided,
however, that the right to terminate this Agreement pursuant to this Section 7.1(b)(ii) shall not be available
to the Company, if the Company or the Partnership, or to the Parent Entities, if the Parent Entities, Merger Sub I or Merger Sub II, as
applicable, shall have breached in any material respect its obligations under this Agreement in any manner that shall have caused or resulted
in the failure to consummate the Mergers on or before such date; or

(iii) the
Company Requisite Vote shall not have been obtained at a duly held Company Shareholders’ Meeting or any adjournment or postponement thereof
at which the Company Merger is voted upon; or

(i) prior
to obtaining the Company Requisite Vote, the Company Board effects an Adverse Recommendation Change in accordance with Section 5.6
and the Company Board has approved, and concurrently with the termination hereunder, the Company enters into a definitive agreement providing
for the implementation of a Superior Proposal that did not result from a breach of Section 5.6; provided that the Company
shall have previously or concurrently paid the Company Termination Fee in accordance with Section 7.3(b) (and such termination
shall not be effective until the Company has paid such Company Termination Fee in accordance with Section 7.3(b)); or

(ii) the
Parent Entities, Merger Sub I or Merger Sub II shall have breached or failed to perform any of its representations, warranties, covenants
or other agreements contained in this Agreement such that a condition set forth in Section 6.3(a) or Section 6.3(b) would
be incapable of being satisfied by the Outside Date; provided that neither the Company nor the Partnership shall have breached
or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement in any material
respect; or

(iii) (A) all
of the conditions set forth in Section 6.1 and Section 6.2 shall have been satisfied or waived by the Parent Entities
(other than those conditions that by their nature are to be satisfied at the Closing; provided that such conditions to be satisfied
at the Closing would be satisfied as of the date of the notice referenced in clause (B) below if the Closing were to occur
on the date of such notice), (B) on or after the date the Closing should have occurred pursuant to Section 1.5, the Company
has delivered written notice to the Parent Entities to the effect that all of the conditions set forth in Section 6.1 and
Section 6.2 have been satisfied or waived by the Parent Entities (other than those conditions that by their nature are to
be satisfied at the Closing; provided that such conditions to be satisfied at the Closing would be satisfied as of the date of
such notice if the Closing were to occur on the date of such notice) and the Company and the Partnership are prepared to consummate the
Closing, and (C) the Parent Entities, Merger Sub I and Merger Sub II fail to consummate the Closing on or before the third (3rd)
Business Day after delivery of the notice referenced in clause (B) above, and the Company and the Partnership were prepared
to consummate the Closing during such three (3) Business Day period; or

(d) by
written notice from the Parent Entities to the Company, if:

(i) the
Company or the Partnership shall have breached or failed to perform any of its representations, warranties, covenants or other agreements
contained in this Agreement such that a condition set forth in Section 6.2(a) or Section 6.2(b) would
be incapable of being satisfied by the Outside Date; provided that neither the Parent Entities, Merger Sub I nor Merger Sub II
shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement
in any material respect; or

(ii) (A) the
Company Board shall have effected, or resolved to effect, an Adverse Recommendation Change, (B) the Company shall have failed to
publicly recommend against any tender offer or exchange offer subject to Regulation 14D under the Exchange Act that constitutes a Company
Acquisition Proposal (including, for these purposes, by taking no position with respect to the acceptance of such tender offer or exchange
offer by the Company’s stockholders) within ten (10) Business Days after the commencement of such tender offer or exchange offer,
(C) the Company Board shall have failed to publicly reaffirm the Company Recommendation within ten (10) Business Days after
the date a Company Acquisition Proposal shall have been publicly announced (or if the Company Shareholders’ Meeting is scheduled to be
held within ten (10) Business Days from the date a Company Acquisition Proposal is publicly announced, promptly and in any event
prior to the date on which the Company Shareholders’ Meeting is scheduled to be held) or (D) the Company enters into an Alternative
Acquisition Agreement (other than an Acceptable Confidentiality Agreement entered into in compliance with Section 5.6).

Section 7.2. Effect
of the Termination. In the event of the valid termination of this Agreement by either the Company or the Parent Entities as provided
in Section 7.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of the
Parent Entities, Merger Sub I, Merger Sub II, the Company, the Partnership, the Financing Sources or their respective affiliates or Representatives,
relating to, based on or arising under or out of this Agreement, the transactions contemplated hereby or the subject matter hereof (including
the negotiation and performance of this Agreement), except (a) the provisions in Section 5.2(b) and this Section 7.2,
Section 7.3, Section 7.4 and Article VIII shall survive, (b) the indemnification and reimbursement
obligations of the Parent Entities and the Surviving Company (as the case may be) in Section 5.2(c), and Section 5.16(c) shall
survive, (c) the Guaranty and the Confidentiality Agreement shall each continue in full force and effect in accordance with their
respective terms and (d) subject to Section 8.8, nothing herein shall relieve any party from any liability for any fraud
or any willful and intentional breach by such party of any of its representations, warranties, covenants or agreements set forth in this
Agreement.

Section 7.3. Fees
and Expenses.

(a) Except
as otherwise set forth in this Agreement, whether or not the Mergers are consummated, all expenses incurred in connection with this Agreement
and the other transactions contemplated hereby shall be paid by the party incurring such expenses.

(b) In
the event that this Agreement is terminated:

(i) by
the Parent Entities pursuant to Section 7.1(d)(ii),

(ii) by
the Company pursuant to Section 7.1(c)(i), or

(iii) (A) by
the Company or the Parent Entities pursuant to Section 7.1(b)(ii) or Section 7.1(b)(iii) or by the Parent
Entities pursuant to Section 7.1(d)(i) and (B)(x) a Company Acquisition Proposal shall have been received by the
Company or its Representatives or any Person shall have publicly proposed or publicly announced an intention (whether or not conditional)
to make a Company Acquisition Proposal (and, in the case of a termination pursuant to Section 7.1(b)(iii), such Company Acquisition
Proposal or publicly proposed or announced intention shall have been made prior to the Company Shareholders’ Meeting) and (y) within
twelve (12) months after a termination referred to in this Section 7.3(b)(iii) the Company enters into a definitive agreement
relating to, or consummates, any Company Acquisition Proposal (with, for purposes of this clause (y), the references to “15%”
in the definition of “Company Acquisition Proposal” being deemed to be references to “50%”), then the Company shall
pay as directed by the Parent Entities the Company Termination Fee by wire transfer of same day funds to an account designated by the
Parent Entities. The payment of the Company Termination Fee shall be made (1) in the case of a payment pursuant to Section 7.3(b)(i),
within two (2) Business Days after the date of such termination by the Parent Entities, (2) in the case of a payment pursuant
to Section 7.3(b)(ii), prior to or concurrently with such termination by the Company and (3) in the case of a payment
pursuant to Section 7.3(b)(iii), within two (2) Business Days after the earlier of entry into a definitive agreement
relating to the Company Acquisition Proposal referred to in clause (y) above and consummation of such Company Acquisition
Proposal. “Company Termination Fee” means $50,000,000.

(c) In
the event this Agreement is terminated by the Parent Entities or the Company pursuant to Section 7.1(b)(iii) (Requisite
Company Vote), then the Company will reimburse the Parent Entities for their reasonable and documented out of pocket expenses incurred
in connection with the preparation, negotiation, execution, and performance of this Agreement, the Mergers and the other transactions
contemplated by this Agreement up to an amount equal to $10,000,000 (the “Expense Reimbursement Payment“) within two
Business Days after termination of this Agreement pursuant to Section 7.1(b)(iii); provided that in no event shall
the Company be required to pay the Expense Reimbursement Payment if the Company has paid the Company Termination Fee in full. The Expense
Reimbursement Payment paid by the Company to the Parent Entities in accordance with this Section 7.3(c) shall be credited
against any Company Termination Fee obligation that becomes due pursuant to Section 7.3(b).

(d) In
the event that this Agreement is terminated by the Company pursuant to Section 7.1(c)(ii) or Section 7.1(c)(iii) or
by the Parent Entities pursuant to Section 7.1(b)(ii) and the Company was then entitled to terminate this Agreement pursuant
to Section 7.1(c)(ii) or Section 7.1(c)(iii), then the Parent Entities shall, within three (3) Business
Days after the date of such termination, pay or cause to be paid to the Company by wire transfer of same day funds to an account designated
by the Company, an amount equal to $150,000,000 (the “Parent Termination Fee“).

(e) The
Company and the Parent Entities agree that the agreements contained in this Section 7.3 are an integral part of the transactions
contemplated by this Agreement and that neither the Company Termination Fee nor the Parent Termination Fee (as applicable) is a penalty,
but rather is liquidated damages in a reasonable amount that will compensate the Parent Entities, Merger Sub I, Merger Sub II, or the
Company (as applicable) in the circumstances in which the Company Termination Fee or the Parent Termination Fee (as applicable) is payable
for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and
on the expectation of the consummation of the Mergers, which amount would otherwise be impossible to calculate with precision. If the
Parent Entities receives the full payment of the Company Termination Fee from the Company pursuant to Section 7.3(b) under
circumstances where a Company Termination Fee was payable, the receipt by the Parent Entities of the Company Termination Fee shall be
the sole and exclusive remedy for any and all losses or damages suffered by the Parent Entities, Merger Sub I, Merger Sub II, the Financing
Sources or any of their respective affiliates or Representatives in connection with this Agreement (and the termination hereof), the Mergers
and the other transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination; and
if the Company receives the full payment of the Parent Termination Fee from the Parent Entities pursuant to the Section 7.3(d) under
circumstances where the Parent Termination Fee was payable, the receipt by the Company of the Parent Termination Fee shall be the sole
and exclusive remedy for any and all losses or damages suffered by the Company or its affiliates or Representatives in connection with
this Agreement (and the termination hereof), the Mergers and the other transactions contemplated hereby (and the abandonment thereof)
or any matter forming the basis for such termination.

(f) In
the event that the Parent Entities or the Company, as the case may be, is required to commence litigation to seek all or a portion of
the amounts payable under this Section 7.3, and it prevails in such litigation, it shall be entitled to receive, in addition
to all amounts that it is otherwise entitled to receive under this Section 7.3, all reasonable expenses (including attorneys’
fees) which it has incurred in enforcing its rights hereunder, together with interest on the amount of the Company Termination Fee or
the Parent Termination Fee, as applicable, at the prime lending rate as published in the Wall Street Journal, in effect on the
date such payment is required to be made.

(g) The
parties agree that in no event shall (i) the Parent Entities be required to pay the Parent Termination Fee on more than one occasion
or (ii) the Company be required to pay the Company Termination Fee on more than one occasion.

Section 7.4. Payment
of Amount or Expense.

(a) In
the event that the Parent Entities are obligated to pay the Parent Termination Fee pursuant to Section 7.3(d), the Parent
Entities shall pay to the Company from the applicable Parent Termination Fee deposited into escrow, if any, in accordance with the next
sentence, an amount equal to the lesser of (A) the applicable Parent Termination Fee and (B) the sum of (1) the maximum
amount that can be paid to the Company without causing the Company to fail to meet the requirements of Sections 856(c)(2) and (3) of
the Code determined as if the payment of such amount did not constitute income described in Sections 856(c)(2) or 856(c)(3) of
the Code (“Qualifying Income“), as determined by the Company’s independent certified public accountants, plus (2) in
the event the Company receives either (X) a letter from the Company’s counsel indicating that the Company has received a ruling from
the IRS described in Section 7.4(b)(ii) or (Y) an opinion from the Company’s outside counsel as described in Section 7.4(b)(ii),
an amount equal to the applicable Parent Termination Fee less the amount payable under clause (1) above. To secure
the Parent Entities’ obligation to pay these amounts, the Parent Entities shall deposit into escrow an amount in cash equal to the applicable
Parent Termination Fee with an escrow agent selected by the Company and on such terms (subject to Section 7.4(b)) as shall
be mutually agreed upon by the Company, the Parent Entities and the escrow agent as reflected in an escrow agreement among such parties,
provided that the payment or deposit into escrow shall be at the Company’s option. The payment or deposit into escrow of the applicable
Parent Termination Fee pursuant to this Section 7.4(a) shall be made at the time the Parent Entities are obligated to
pay the Company such amount pursuant to Section 7.3(d) by wire transfer of same day funds.

(b) The
escrow agreement shall provide that the applicable Parent Termination Fee in escrow or any portion thereof shall not be released to the
Company unless the escrow agent receives any one or combination of the following: (i) a letter from the Company’s independent certified
public accountants indicating the maximum amount that can be paid by the escrow agent to the Company without causing the Company to fail
to meet the requirements of Sections 856(c)(2) and (3) of the Code in such year determined as if the payment of such amount
did not constitute Qualifying Income or a subsequent letter from the Company’s accountants revising that amount, in which case the escrow
agent shall release such amount to the Company, or (ii) a letter from the Company’s counsel indicating that the Company received
a ruling from the IRS holding that the receipt by the Company of the applicable Parent Termination Fee would either constitute Qualifying
Income or would be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code (or alternatively,
the Company’s outside counsel has rendered a legal opinion to the effect that the receipt by the Company of the applicable Parent Termination
Fee would either constitute Qualifying Income or would be excluded from gross income within the meaning of Sections 856(c)(2) and
(3) of the Code), in which case the escrow agent shall release the remainder of the applicable Parent Termination Fee to the Company.
The Parent Entities agree to amend this Section 7.4 at the reasonable request of the Company in order to (x) maximize
the portion of the applicable Parent Termination Fee that may be distributed to the Company hereunder without causing the Company to fail
to meet the requirements of Sections 856(c)(2) and (3) of the Code, (y) improve the Company’s chances of securing
a favorable ruling described in this Section 7.4(b) or (z) assist the Company in obtaining a favorable legal opinion
from its outside counsel as described in this Section 7.4(b). The Parent Entities shall be deemed to have satisfied its obligations
pursuant to this Section 7.4 so long as it deposits into escrow the applicable Parent Termination Fee , notwithstanding any
delay or reduction in payment to the Company, and shall have no further liability with respect to payment of the applicable Parent Termination
Fee . The portion of applicable Parent Termination Fee that remains unpaid as of the end of a taxable year shall be paid as soon as possible
during the following taxable year, subject to the foregoing limitations of this Section 7.4. The Company shall fully indemnify
the Parent Entities and hold the Parent Entities harmless from and against any liabilities, losses, damages, claims, costs, expenses,
interest, awards, judgments and penalties suffered or incurred by it resulting directly or indirectly from the escrow agreement, including
in connection with the Parent Entities’ compliance with clauses (x), (y) and (z) of this Section 7.4(b).

Article VIII
MISCELLANEOUS

Section 8.1. Nonsurvival
of Representations and Warranties. None of the representations, warranties, covenants or agreements in this Agreement or in any certificate,
exhibit, schedule or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations,
warranties, covenants or agreements, shall survive beyond the Company Merger Effective Time, except for those covenants and agreements
contained herein and therein that by their terms apply or are to be performed in whole or in part after the Company Merger Effective Time
(including the covenants and agreements in Section 5.8, Section 5.9, and this Article VIII).

Section 8.2. Entire
Agreement; Assignment.

(a) This
Agreement (including the exhibits, schedules and other documents delivered pursuant hereto) constitutes, together with the Guaranties
and the Confidentiality Agreement, the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes
all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and
thereof.

(b) Neither
this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or transferred, in whole or in part, by operation
of Law (including by merger or consolidation) or otherwise by any of the parties hereto without the prior written consent of the other
parties; provided, however, that (i) from and after the Closing, the Parent Entities may assign their rights under
this Agreement to the Debt Financing Sources or other lender as collateral security in connection with the Debt Financing and (ii) prior
to the mailing of the Proxy Statement to the Company’s stockholders, the Parent Entities may designate, by written notice to the Company,
one or more wholly owned direct or indirect Subsidiaries to be a party to the Mergers in lieu of Merger Sub I and/or Merger Sub II, in
which event all references herein to Merger Sub I and/or Merger Sub II shall be deemed references to such other Subsidiary, except that
all representations and warranties made herein with respect to Merger Sub I and/or Merger Sub II as of the date of this Agreement shall
be deemed representations and warranties made with respect to such other Subsidiary as of the date of such designation; provided,
further, that any such designation shall not impede or delay the consummation of the transactions contemplated by this Agreement
or relieve any party hereto of any of its obligations hereunder. Any assignment in violation of this Section 8.2(b) shall
be void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties
and their respective successors and permitted assigns.

Section 8.3. Notices.
All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or
made (a) as of the date delivered if delivered personally and (b) on the next Business Day if (i) sent by email of a .pdf
attachment (with a copy delivered personally or sent by prepaid overnight carrier (providing proof of delivery)) or (ii) sent by
prepaid overnight carrier (providing proof of delivery), to the parties at the following addresses (or at such other addresses as shall
be specified by the parties by like notice):

(a) if
to the Parent Entities, Merger Sub I or Merger Sub II:

c/o Brookfield Asset Management

250 Vesey Street, 15^th Floor

New York, New York 10281

Attention: Murray Goldfarb

Email: [*]

with a copy (which shall not constitute
notice) to:

Fried, Frank, Harris, Shriver &
Jacobson LLP

One New York Plaza

New York, New York 10004

Attention: Warren S. de Wied &
Laurinda Martins

(b) if
to the Company or the Partnership:

Watermark Lodging Trust, Inc.

50 North Riverside Plaza, Suite 4200

Chicago, Illinois 60606

Attention: Michael G. Medzigian

Email: [*]

with a copy (which shall not constitute
notice) to:

Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019

Attention: Kathleen L. Werner

Email: [*]

or to such other address as the Person to whom
notice is given may have previously furnished to the other in writing in the manner set forth above.

Section 8.4. Governing
Law and Venue; Waiver of Jury Trial.

(a) This
Agreement and all disputes, claims or controversies arising out of or relating to this Agreement, or the negotiation, validity or performance
of this Agreement, or the transactions contemplated hereby shall be governed by and construed in accordance with the Laws of the State
of Maryland (other than with respect to issues relating to the Partnership Merger that are required to be governed by the DRULPA), in
each case without regard to its rules of conflict of laws that would result in the application of any laws other than those specified
above.

(b) Each
of the parties hereto hereby (i) irrevocably submits to and agrees to be subject to the personal jurisdiction of the Circuit Court
of Baltimore City, Maryland and/or the U.S. District Court for the District of Maryland (the “Chosen Courts“), for the
purpose of any claim, action, suit or proceeding (whether based in contract, tort or otherwise), directly or indirectly, arising out of
or relating to this Agreement or the actions of the parties hereto in the negotiation, administration, performance and enforcement thereof,
(ii) irrevocably agrees that all such claims, actions, suits or proceedings may and shall be brought before, and determined by, only
a Chosen Court with subject matter jurisdiction over such claim(s), action(s), suit(s) or proceeding(s), (iii) agrees that it
will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (iv) agrees
that it will not (except for a suit on the judgment as expressly permitted by Section 8.4(d)) bring any claim, action, suit
or proceeding relating to this Agreement or the transactions contemplated by this Agreement in any court other than a Chosen Court. In
any judicial proceeding in the Courts of the State of Maryland, each of the parties further consents to the assignment of such proceeding
to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof).

(c) Each
of the parties hereto irrevocably consents to the service of the summons and complaint and any other process in any other claim, suit,
action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself or its property, in the manner provided
by Section 8.3 and nothing in this Section 8.4 shall affect the right of any party hereto to serve legal process
in any other manner permitted by Law.

(d) Each
party hereto agrees that a final judgment in any claim, suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by Law.

(e) EACH
OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE OUT OF OR RELATING TO THIS AGREEMENT IS LIKELY
TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING OR COUNTERCLAIM
(WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY, OR THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH
OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH
SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND
(IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION 8.4(e).

Section 8.5. Interpretation;
Certain Definitions. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. Consequently,
in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the
parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
provision of this Agreement. When a reference is made in this Agreement to an Article, Section, exhibit or schedule, such reference shall
be to an Article or Section of, or an exhibit or schedule to, this Agreement, unless otherwise indicated. The table of contents
and headings for this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this
Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall
be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder”
and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of
this Agreement. The word “extent” in the phrase, “to the extent” shall mean the degree to which a subject or other
thing extends, and such phrase shall not mean simply “if.” All terms defined in this Agreement shall have the defined meanings
when used in any certificate or other instrument made or delivered pursuant hereto unless otherwise defined therein. The definitions contained
in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine
and neuter genders of such term. Any Law defined or referred to herein or in any agreement or instrument that is referred to herein means
such Law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor
Laws. Any references to any Contract are to such Contract as amended, modified, supplemented, restated or replaced from time to time.
References to a Person are also to its successors and permitted assigns. All references to “dollars” or “$” refer
to currency of the United States of America. All references to wholly owned Company Subsidiaries shall mean the Partnership and any Company
Subsidiary directly or indirectly wholly owned by the Partnership. All references to the “ordinary course of business” shall
mean the “ordinary course of business consistent with past practice”.

Section 8.6. Parties
In Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and its successors and permitted
assigns, and, except as provided in Section 5.8 and Section 8.12, nothing in this Agreement, express or implied,
is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this
Agreement, including the right to rely upon the representations and warranties set forth herein. The parties hereto further agree that
the rights of third party beneficiaries under Section 5.8 shall not arise unless and until the Company Merger Effective Time
occurs. The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the
sole benefit of the parties hereto. Any inaccuracies in such representations and warranties may be subject to waiver by the parties hereto
in accordance with Section 8.10 without notice or liability to any other Person. In some instances, the representations and
warranties in this Agreement may represent an allocation among the parties hereto of risks associated with particular matters regardless
of the knowledge of any of the parties hereto. Consequently, Persons other than the parties hereto may not rely upon the representations
and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other
date.

Section 8.7. Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public
policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic
or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end
that the transactions contemplated hereby are fulfilled to the extent possible.

Section 8.8. Specific
Performance.

(a) The
parties hereto agree that irreparable harm, for which monetary damages (even if available) would not be an adequate remedy, would occur
in the event that any of the provisions of this Agreement (including failing to take such actions as are required of the Company or the
Partnership hereunder to consummate the Mergers and the other transactions contemplated by this Agreement) were not performed by the Company
or the Partnership in accordance with their specified terms or in the event of any actual or threatened breach of this Agreement by the
Company or the Partnership. Accordingly, the parties acknowledge and agree that, except where this Agreement is validly terminated in
accordance with Article VII, the Parent Entities, Merger Sub I and Merger Sub II, on behalf of themselves and the third party
beneficiaries of this Agreement provided in Section 8.6, shall be entitled to an injunction, specific performance or other
equitable relief to prevent and/or remedy a breach or threatened breach of this Agreement by the Company or the Partnership and to enforce
specifically the terms and provisions hereof, in addition to any other remedy to which the Parent Entities are entitled at Law or in equity.
The parties further agree (i) the seeking of remedies provided for pursuant to this Section 8.8(a) by the Parent
Entities, Merger Sub I or Merger Sub II shall not in any respect constitute a waiver by any such party of its respective right to seek
any other form of relief that may be available to it under this Agreement, including under Section 7.3, in the event that
this Agreement has been terminated or in the event that the remedies provided for in Section 8.8(a) are not available
or otherwise not granted and (ii) nothing set forth in this Agreement shall require the Parent Entities, Merger Sub I or Merger Sub
II to institute any proceeding for (or limit any such party’s right to institute any proceeding for) specific performance under this Section 8.8
prior or as a condition to exercising any termination right under Article VII (and pursuing damages after such termination),
nor shall the commencement of any legal proceeding by the Parent Entities, Merger Sub I or Merger Sub II seeking remedies pursuant to
this Section 8.8(a) or anything set forth in this Section 8.8 restrict or limit such party’s right to terminate
this Agreement in accordance with the terms of Article VII or pursue any other remedies under this Agreement that may be available
then or thereafter. Each of the Company and the Partnership agrees that it will not oppose the granting of an injunction, specific performance,
or other equitable relief on the basis that the Parent Entities, Merger Sub I or Merger Sub II has an adequate remedy at Law or that any
award of specific performance is not an appropriate remedy for any reason at Law or in equity. The Parent Entities, Merger Sub I and Merger
Sub II shall not be required to provide any bond or other security in connection with the request for or grant of any order or injunction
to prevent a breach of this Agreement or to enforce specifically the terms hereof. Each of the Company and the Partnership agrees not
to assert that a remedy of specific performance is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert
that a remedy of monetary damages would provide an adequate remedy.

(b) It
is agreed that notwithstanding anything herein to the contrary, the Company’s and the Partnership’s sole and exclusive remedy relating
to a breach of this Agreement by the Parent Entities, Merger Sub I and Merger Sub II shall be to seek recovery of the Parent Termination
Fee, in circumstances in which it is payable in accordance with Section 7.3(d), and the additional costs and expenses provided
in Section 7.3(e); provided, however, that notwithstanding the foregoing, the Company shall be entitled to seek
specific performance to prevent any breach by the Parent Entities, Merger Sub I and Merger Sub II of Section 5.2(b). Except
as provided in this Section 8.8(b), none of the Parent Entities, Merger Sub I, Merger Sub II or any of their respective affiliates
or Representatives shall have any further liability, whether pursuant to a claim at Law or in equity, to the Company, the Partnership
or any of their affiliates or Representatives, in connection with this Agreement (and the termination hereof), the Mergers and the other
transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and none of the Company,
the Partnership or any of their affiliates or Representatives shall be entitled to bring or maintain any action or claim against the Parent
Entities, Merger Sub I, Merger Sub II or any of their respective affiliates or Representatives for damages or any equitable relief arising
out of or in connection with this Agreement (and the termination hereof), the Mergers and the other transactions contemplated hereby (and
the abandonment thereof) or any matter forming the basis for such termination.

Section 8.9. Amendment.
This Agreement may be amended by action taken by the Company, the Partnership, the Parent Entities, Merger Sub I and Merger Sub II at
any time before or after approval of the Mergers by the Company Requisite Vote but, after such approval, no amendment shall be made which
requires the approval of the stockholders of the Company under applicable Law without obtaining such further approval. This Agreement
may not be amended except by an instrument in writing signed on behalf of all of the parties hereto.

Section 8.10. Extension;
Waiver. At any time prior to the Closing Date, each party hereto may (a) extend the time for the performance of any of the obligations
or other acts of the other parties, (b) waive any breaches or inaccuracies in the representations and warranties of the other parties
contained herein or in any document, certificate or writing delivered pursuant hereto, or (c) subject to Section 8.9,
waive compliance by the other parties with any of the agreements or conditions contained herein. Any agreement on the part of any party
hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party or parties to
be bound thereby. Notwithstanding the foregoing, no failure or delay by the Company, the Partnership, the Parent Entities, Merger Sub
I or Merger Sub II in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise of any other right hereunder.

Section 8.11. Counterparts.
This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which
when executed shall be deemed to be an original but all of which taken together shall be considered one and the same agreement. The exchange
of a fully executed Agreement (in counterparts or otherwise) by electronic delivery in .pdf format shall be sufficient to bind the parties
to the terms and conditions of this Agreement.

Section 8.12. Debt
Financing Sources. Notwithstanding anything in this Agreement to the contrary, each of the parties hereto, on behalf of itself and
its Subsidiaries and affiliates, hereby: (a) agrees that any action, whether in law or in equity, whether in contract or in tort
or otherwise, involving the Debt Financing Sources arising out of or relating to this Agreement, the Debt Financing or any of the agreements
entered into in connection herewith or with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance
of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New
York, New York and any appellate court thereof and each such party irrevocably submits itself and its property with respect to any such
action to the exclusive jurisdiction of such court, and such action shall be governed by the laws of the State of New York (without giving
effect to any conflicts of law principles that would result in the application of the laws of another jurisdiction), (b) agrees not
to bring or support any action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against
any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing or any of the transactions contemplated
hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan,
New York, New York, (c) agrees that service of process upon any party hereto or any of their Subsidiaries or affiliates in any such
action or proceeding shall be effective if notice is given in accordance with Section 8.3, (d) irrevocably waives, to
the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such action in any such court,
(e) knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any action
brought against any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing or any of the transactions
contemplated hereby or thereby or the performance of any services thereunder, (f) agrees that none of the Debt Financing Sources
will have any liability relating to or arising out of this Agreement, the Debt Commitment Letter, the Debt Financing or any of the transactions
contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort
or otherwise, and, in furtherance of the foregoing, each of the parties hereto agrees not to, and to cause its respective officers, directors,
employees, attorneys, advisors, auditors, representatives and other agents not to, (x) seek to enforce this Agreement, the Debt Commitment
Letter, or the definitive documents with respect to the Debt Financing against, make any claims for breach of any of the foregoing against,
or seek to recover monetary damages from, any Debt Financing Source in connection with any of the foregoing or (y) seek to enforce
any Debt Financing commitments against, make any claims for breach of the Debt Financing commitments of any Debt Financing Source against,
or seek to recover monetary damages from, or otherwise sue, any Debt Financing Source in connection with this Agreement, the Debt Commitment
Letter, or the definitive documents with respect to the Debt Financing and the obligations of the Debt Financing Sources thereunder (provided
that, notwithstanding the foregoing, nothing herein shall affect the rights of the Parent Entities and its Subsidiaries against the Debt
Financing Sources with respect to the Debt Financing or any of the transactions contemplated thereby), (g) without limiting the generality
of the foregoing clause (f), agrees that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect
damages or damages of a tortious nature and (h) agrees that the Debt Financing Sources are express third-party beneficiaries of,
and may enforce, any of the provisions (collectively, “Debt Financing Sources Protective Provisions“) in Section 7.2
(to the extent such section applies to the Debt Financing Sources), Section 7.3(e) (to the extent such section applies
to the Debt Financing Sources) and this Section 8.12 and such provisions and the definition of “Debt Financing Sources”
shall not be amended in any way material and adverse to the Debt Financing Sources without the prior written consent of the Debt Financing
Sources.

Section 8.13. Definitions.

(a) The
following terms shall have the meanings defined in the Section indicated:

Term	Section
Acceptable Confidentiality Agreement	5.6(b)
Adverse Recommendation Change	5.6(d)
Agreement	Preamble
Alternative Acquisition Agreement	5.6(a)
Alternative Financing	5.15(e)
Asset Sale	5.2(c)
Bankruptcy and Equity Exception	3.3(a)
Book-Entry Share	2.4(b)
Book-Entry Unit	2.4(b)
Cancelled Units	2.2(c)
Capitalization Date	3.2(a)
Certificate of Limited Partnership	1.2(b)
Chosen Courts	8.4(b)
Class A Common Stock	3.2(a)
Class A Partnership Units	Recitals
Class T Common Stock	3.2(a)
Class T Partnership Units	3.2(g)
Closing	1.5
Closing Date	1.5
CMA Employees	3.12(d)
COBRA	3.11(d)
Commitment Letters	4.8(b)
Company	Preamble
Company A Share	2.1(b)
Company Board	Recitals
Company Bylaws	3.1(b)
Company Capital Stock	3.2(a)
Company Charter	3.1(b)
Company Common Stock	3.2(a)
Company Disclosure Letter	Article III
Company Employee	5.9(a)

Term	Section
Company Employee Benefit Plan	3.11(a)
Company Financial Statements	3.5(a)
Company Intellectual Property	3.16(a)
Company Material Contract	3.17(b)
Company Merger	Recitals
Company Merger Articles of Merger	1.4(b)
Company Merger Effective Time	1.4(b)
Company Permits	3.9(a)
Company Preferred Stock	3.2(a)
Company Property	3.14(a)
Company Recommendation	5.4
Company Requisite Vote	3.20
Company RSU Award	2.3(a)
Company SEC Documents	3.5(a)
Company Series B Preferred Share	2.1(c)
Company Share(s)	2.1(b)
Company Share Merger Consideration	2.1(b)
Company Shareholders’ Meeting	5.4
Company T Share	2.1(b)
Company Termination Fee	7.3(b)(iii)
Company Title Insurance Policy	3.14(h)
Confidentiality Agreement	5.2(b)
Continuing Units	2.2(b)
Debt Commitment Letter	4.8(b)
Debt Documents	5.15(b)
Debt Financing	4.8(b)
Debt Financing Sources Protective Provisions	8.12
Designation	3.14(j)
D&O Insurance	5.8(b)
DRULPA	Recitals
DSOS	1.4(a)
Equity Commitment Letter	4.8(b)
Equity Financing	4.8(b)
Equity Financing Sources	4.8(b)
ERISA	3.11(a)
Exchange Fund	2.4(a)
Excluded Shares	2.1(d)
Excluded Units	2.2(c)
Existing Loan Documents	3.17(b)(iii)
Expense Reimbursement Payment	7.3(c)
FCPA	3.9(c)
Financing	4.8(b)
Financing Purposes	4.8(a)
GAAP	3.5(a)
Guarantors	Recitals

Term	Section
Guaranty	Recitals
Indemnified Liabilities	5.8(a)
Indemnified Party	5.8(a)
Inquiry	5.6(a)
Interim Period	5.1
IRS	3.11(c)
Lenders	4.8(b)
Maximum Amount	5.8(b)
Merger Consideration	2.2(a)
Merger Sub I	Preamble
Merger Sub II	Preamble
Merger Sub II GP	Recitals
Mergers	Recitals
MGCL	Recitals
MLLCA	Recitals
Multiemployer Plan	3.11(b)
Notice of Change of Recommendation	5.6(e)
Notice of Change Period	5.6(e)
Outside Date	7.1(b)(ii)
Parent 1	Preamble
Parent 2	Preamble
Parent 3	Preamble
Parent 4	Preamble
Parent Approved Transactions	5.2(c)
Parent Entities	Preamble
Parent Plan	5.9(b)
Parent Termination Fee	7.3(d)
Partnership	Preamble
Partnership Merger	Recitals
Partnership Merger Certificate	1.4(a)
Partnership Merger Effective Time	1.4(a)
Partnership Unit Merger Consideration	2.2(a)
Partnership Units	3.2(g)
Paying Agent	2.4(a)
Pay-Off Indebtedness	5.17
Pay-Off Letters	5.17
Per Company A Share Merger Consideration	2.1(b)
Per Company Series B Preferred Share Merger Consideration	2.1(c)
Per Company T Share Merger Consideration	2.1(b)
Per Partnership Unit Merger Consideration	2.2(a)
Per Series B Preferred Share Redemption Price	5.14
Permit	3.9(a)
Proceeding	3.10
Proxy Statement	5.3(a)
QRS	3.13(c)

Term	Section
Qualifying Income	7.4(a)
REIT	3.13(b)
REIT Accountant	5.2(a)
Replacement Financing	5.15(c)
Required Financial Information	5.16(a)(v)
Sarbanes-Oxley Act	3.5(a)
SDAT	1.4(b)
Series B Articles Supplementary	5.14
Series B Preferred Partnership Units	Recitals
Series B Preferred Share Merger Consideration	2.1(c)
Series B Preferred Share Redemption	5.14
Series B Preferred Share Redemption Price	5.14
Series B Preferred Stock	3.2(a)
Series B Redemption/Fundamental Change Notice	5.14
Surviving Company	1.1(b)
Surviving Partnership	1.1(a)
Takeover Statutes	3.19
Transaction Litigation	5.5(b)
Transfer Pricing Reports	3.13(l)
TRS	3.13(c)
WARN	3.12(e)
Warrant Call Notice	5.18
Warrant Call Option	5.18

(b) In
addition to the other terms defined throughout this Agreement, which are listed in Section 8.13(a), the following terms shall
have the following meanings when used in this Agreement:

“affiliate”
means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled
by, or is under common control with, the first-mentioned Person.

“Business Day”
means a day other than Saturday, Sunday or any day on which banks located in New York, New York are authorized or obligated by applicable
Law to close.

“Callable Securities”
means the (a) Company Warrants, (b) Class A Partnership Units issued upon exercise of any Company Warrants and (c) shares
of Company Common Stock issued upon redemption of Class A Partnership Units described in clause (b).

“CARES Act”
means the Coronavirus Aid, Relief, and Economic Security Act (Pub. L. 116-136) and any administrative or other guidance published with
respect thereto by any Governmental Entity, or any other Law or executive order or executive memo (including the Memorandum on Deferring
Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster, dated August 8, 2020) intended to address the consequences of
COVID-19, including the Health and Economic Recovery Omnibus Emergency Solutions Act and the Health Economic Assistance, Liability and
Schools Act and any other U.S., non-U.S., state or local stimulus fund or relief programs or Laws enacted by a Governmental Entity in
connection with or in response to COVID-19.

“Code” means
the Internal Revenue Code of 1986.

“Company Acquisition
Proposal” means any inquiry, offer or proposal from any Person or “group” (as defined in Section 13(d)(3) of
the Exchange Act) regarding any of the following (other than the Mergers) involving any of the Company or the Partnership or any other
Company Subsidiary: (i) any merger, consolidation, share exchange, recapitalization, dissolution, liquidation, business combination
or other similar transaction involving the Company or the Partnership; (ii) any sale, lease, exchange, mortgage, pledge, transfer
or other disposition, directly or indirectly, by merger, consolidation, sale of equity interests, share exchange, joint venture, business
combination or otherwise, of 15% or more of the consolidated assets of the Company and the Partnership and the other Company Subsidiaries,
taken as a whole (as determined on a book-value basis (including Indebtedness secured solely by such assets)), in a single transaction
or series of related transactions; (iii) any issue, sale or other disposition (including by way of merger, consolidation, sale of
equity interests, share exchange, joint venture, business combination or otherwise) of securities (or options, rights or warrants to purchase,
or securities convertible into, such securities) representing 15% or more of the voting power of the Company or 15% or more of the equity
interests or general partner interests in the Partnership; (iv) any tender offer or exchange offer for 15% or more of any class of
equity security of the Company or 15% or more of the equity interests or general partner interests in the Partnership or the filing of
a registration statement under the Securities Act in connection therewith; (v) any other transaction or series of related transactions
pursuant to which any third party proposes to acquire control of assets of the Company or the Partnership and any other Company Subsidiary
having a fair market value equal to or greater than 15% of the fair market value of all of the assets of the Company and the Partnership
and the other Company Subsidiaries, taken as a whole, immediately prior to such transaction; or (vi) any public announcement of a
proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

“Company Franchise
Agreement” means franchise, license or other similar agreement providing the right to utilize a brand name or other rights of
a hotel chain or system at any of the Company Properties, together with each amendment, guaranty or other agreement or document binding
on the Company or applicable Company Subsidiary and relating thereto.

“Company IT Assets”
means the hardware, software, systems, networks, websites, and other electronic and information technology assets and equipment owned
or licensed by the Company and the Company Subsidiaries (excluding third-party operating businesses, such as franchisees, lessees, managers
and vendors) and used in their business, including pursuant to outsourced or cloud computing arrangements.

“Company Management
Agreement” means any management agreement pursuant to which any third party manages or operates any of the Company Properties
on behalf of the Company or any of the Company Subsidiaries, together with each amendment, guaranty or other agreement or document binding
on the Company or applicable Company Subsidiary and relating thereto.

“Company Material
Adverse Effect” means any change, event, state of facts or development that has had or would reasonably be expected to have a
material adverse effect on (i) the business, financial condition, assets or continuing results of operations of the Company and the
Company Subsidiaries, taken as a whole, or (ii) the ability of the Company or the Partnership to consummate the Mergers before the
Outside Date; provided, however, that in the case of clause (i), no change, event, state of facts or development
resulting from any of the following shall be deemed to be or taken into account in determining whether there has been or will be, a “Company
Material Adverse Effect“: (a) the entry into or the announcement, pendency or performance of this Agreement or the transactions
contemplated hereby or the consummation of any transactions contemplated hereby, including (i) the identity of the Parent Entities
and its affiliates, (ii) by reason of any communication by the Parent Entities or any of its affiliates regarding the plans or intentions
of the Parent Entities with respect to the conduct of the business of the Company and the Company Subsidiaries following the Company Merger
Effective Time, (iii) the failure to obtain any third party consent in connection with the transactions contemplated hereby and (iv) the
impact of any of the foregoing on any relationships with customers, suppliers, vendors, business partners, employees or any other Person,
(b) any change, event or development in or affecting financial, economic, social or political conditions generally or the securities,
credit or financial markets in general, including interest rates or exchange rates, or any changes therein, in the United States or any
other countries, or any change, event or development generally affecting the industries in which the Company and the Company Subsidiaries
operate, (c) any change in the market price or trading volume of the equity securities of the Company or of the equity or credit
ratings or the ratings outlook for the Company or any of the Company Subsidiaries by any applicable rating agency; provided, however,
that the exception in this clause (c) shall not prevent the underlying facts giving rise or contributing to such change, if
not otherwise excluded from the definition of Company Material Adverse Effect, from being taken into account in determining whether a
Company Material Adverse Effect has occurred, (d) the suspension of trading in securities generally on the New York Stock Exchange,
(e) any adoption, implementation, proposal or change after the date hereof in any applicable Law or GAAP or interpretation of any
of the foregoing, (f) any action taken or not taken in accordance with the written instructions or consent of the Parent Entities
or to which the Parent Entities are expressly deemed to have consented under the provisions of this Agreement, (g) any action expressly
required to be taken by this Agreement or taken at the request of the Parent Entities (including pursuant to Section 5.12),
(h) the failure of the Company or any Company Subsidiary to meet any internal or public projections, budgets, forecasts or estimates
of revenues, earnings or other financial results for any period ending on or after the date of this Agreement (provided, however,
that the exception in this clause (h) shall not prevent the underlying facts giving rise or contributing to such failure,
if not otherwise excluded from the definition of Company Material Adverse Effect, from being taken into account in determining whether
a Company Material Adverse Effect has occurred; and provided, further, that this clause (h) shall not be
construed as implying that the Company is making any representation or warranty with respect to any internal or public projections, budgets,
forecasts or estimates of revenues, earnings or other financial results for any period), (i) the commencement, occurrence, continuation
or escalation of any war (whether or not declared), civil disobedience, sabotage, armed hostilities, military or para-military actions
or acts of terrorism (including cyberattacks) in the United States or any other countries, (j) any actions or claims made or brought
by any of the current or former stockholders or equityholders of the Company or any Company Subsidiary (or on their behalf or on behalf
of the Company or any Company Subsidiary, but in any event only in their capacities as current or former stockholders or equityholders)
arising out of this Agreement or the Mergers or (k) the existence, occurrence or continuation of any force majeure events, including
any earthquakes, floods, hurricanes, tropical storms, fires or other natural disasters, any national, international or regional calamity
or any outbreak of illness, epidemic, pandemic or other public health event (including COVID-19) or any COVID-19 Measures or other restrictions
to the extent relating to, or arising out of, any outbreak of illness, epidemic, pandemic or other public health event (including COVID-19)
or any material worsening of any of the foregoing; provided that (i) with respect to clauses (b), (e), (i) and
(k) such changes, events, state of facts or developments may be taken into account to the extent they disproportionately adversely
affect the Company and the Company Subsidiaries, taken as a whole, compared to other companies operating in the United States in the industries
in which the Company and the Company Subsidiaries operate and (ii) clause (a)(iii) shall not apply to the use of Company
Material Adverse Effect in Section 3.4 (or Section 6.2(a) as it relates to Section 3.4).

“Company Permitted
Liens” means (a) statutory Liens for Taxes, assessments or other charges by Governmental Entities not yet due and payable
or the amount or validity of which is being contested in good faith and for which appropriate reserves have been established on the Company
Financial Statements in accordance with Law or GAAP (to the extent required by applicable Laws or GAAP), (b) mechanic’s, workmen’s,
repairmen’s, carrier’s, warehousemen’s or other like Liens (i) arising in the ordinary course for amounts not yet due and payable
or the amount or validity of which is being contested in good faith and for which appropriate reserves have been established on the Company
Financial Statements in accordance with GAAP (to the extent required by GAAP) or (ii) recorded notices of commencement or similar
filings of record arising in connection with construction in progress for amounts not yet due and payable, (c) Liens for which title
insurance coverage has been obtained pursuant to the applicable Company Title Insurance Policy issued to the Company or a Company Subsidiary,
(d) easements, overlaps, encroachments and any matters that are disclosed by a survey of the property, a copy of which survey is
made available to the Parent Entities, (e) Liens securing Indebtedness for borrowed money existing as of the date hereof or that
the Company or a Company Subsidiary is permitted to enter into pursuant to the terms of Section 5.1 or as otherwise specified
herein, (f) (i) rights of tenants under space leases in effect at or with respect to the Company Properties, as tenants only,
and (ii) rights of hotel guests or licensees pursuant to Contracts with respect to such real property entered into in the ordinary
course of business in the case of the foregoing clauses (i) and (ii), without any right of first refusal, right of
first offer or other option to purchase any Company Property (or any portion thereof), (g) title of any owned or leased real property
lying within the boundary of any public or private road, easement or right of way, (h) Liens created, imposed or promulgated by Law
or by any Governmental Entities, including zoning regulations, use restrictions and building codes, which are not violated by the current
use or structure of the real property or any improvements thereon (it being agreed that legal non-conforming uses do not constitute a
violation of such Laws for purposes hereof), (i) such other non-monetary Liens or imperfections of title, easements, covenants, rights
of way, restrictions and other similar charges or encumbrances disclosed in policies or commitments of title insurance that (A) are
disclosed in a policy or commitment of title insurance, a copy of which policy or commitment was made available to the Parent Entities
(which disclosed matters, for the avoidance of doubt, shall be deemed to be Company Permitted Liens), or (B) individually or in the
aggregate, do not, and would not reasonably be expected to, materially impair the existing use, operation, structure, or value of the
property or asset affected by the applicable Lien, (j) Liens, rights or obligations created by or resulting from the acts or omission
of the Parent Entities, Merger Sub I or Merger Sub II or any of their affiliates and their respective investors, lenders, employees, officers,
directors, members, shareholders, agents, representatives, contractors, invitees or licensees or any Person claiming by, through or under
any of the foregoing, (k) as set forth on Section 8.13(b)(k) of the Company Disclosure Letter and (l) any other Liens
not otherwise included in clauses (a) through (k) above, that individually or in the aggregate, would not reasonably
be expected to materially adversely impair the current use, operation or value of the subject real property or asset.

“Company Share Incentive
Plan” means the CWI 2 2015 Equity Incentive Plan.

“Company Subsidiary”
means any Subsidiary of the Company, including the Partnership and its Subsidiaries.

“Company Warrants”
means the 16,778,446 warrants to purchase Class A Partnership Units pursuant to the Warrant Certificate.

“Contract”
means any binding agreement, contract, lease (whether for real or personal property), commitment, note, bond, mortgage, indenture, deed
of trust, loan or evidence of Indebtedness, to which a Person is a party or to which the properties or assets of such Person are subject.

“COVID-19”
means SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemics or disease outbreaks.

“COVID-19 Measures”
means any quarantine, “shelter in place”, “stay at home”, workforce reduction, social distancing, operating standard,
shut down, closure, sequester, safety or similar Law, guideline or recommendation by any Governmental Entity, including the Centers for
Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to COVID-19, including
the CARES Act and Families First Coronavirus Response Act (Pub. L. 116-127).

“Data Privacy/Security
Requirements” means (i) all applicable rules of self-regulatory organizations and codes of conduct, including the Payment
Card Industry Data Security Standard (PCI DSS), (ii) all applicable Laws concerning the privacy, protection, security, and processing
of Personal Information, and (iii) all contractual obligations concerning information security and data privacy (including the Processing
of Personal Information).

“Debt Financing Sources”
means the Lenders and the other entities, if any, that have committed to provide or arrange or otherwise enter into agreements in connection
with all or any part of the Debt Financing, including the parties to any joinder agreements or credit agreements entered into pursuant
to the Debt Commitment Letter or relating thereto, together with their respective affiliates, and their respective affiliates’, officers,
directors, employees, agents and representatives, and their respective successors and assigns, in each case in their respective capacities
as such.

“delivered,”
“made available” or “provided,” or words of similar import, mean with respect to documents or information
required to be provided by the Company or the Partnership to the Parent Entities, Merger Sub I or Merger Sub II, any documents or information
(i) posted by the Company or any of its Representatives in the Company’s electronic data room, (ii) filed or furnished by the
Company with, and available through the SEC’s Electronic Data Gathering and Retrieval System or (iii) otherwise made reasonably available
by the Company or its Representatives to the Parent Entities, in each case prior to the execution and delivery of this Agreement.

“Environmental Laws”
means all Laws which (a) regulate or relate to (i) the protection or clean-up of the environment, (ii) occupational safety
and health in respect of any toxic, hazardous, harmful or deleterious substances, or (iii) the treatment, storage, transportation,
handling, exposure to, disposal or Release of any toxic, hazardous, harmful or deleterious substances or (b) impose liability with
respect to any of the foregoing.

“ERISA Affiliate”
means any entity, trade or business (whether or not incorporated) that is considered a single employer together with the Company or any
Company Subsidiary under ERISA Section 4001(b) or part of the same “controlled group” with the Company or any Company
Subsidiary for purposes of Code Section 414.

“Exchange Act”
means the U.S. Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder.

“Expenses”
means all expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a party hereto
and its affiliates) incurred by the Company, the Partnership and the Company Subsidiaries in connection with or related to the authorization,
preparation, negotiation, execution and performance of this Agreement, the preparation, printing, filing and mailing of the Proxy Statement,
the solicitation of proxies from shareholders, any other filings with the SEC and all other matters related to the Closing of the Mergers
and the other transactions contemplated by this Agreement.

“Financing Failure
Event” means any event or circumstance that would reasonably be expected to make all or any portion of the Debt Financing unavailable
on the terms and conditions in the Debt Commitment Letter (including, as necessary, any flex terms applicable thereto or any related fee
letter).

“Financing Sources”
means the Equity Financing Sources and the Debt Financing Sources.

“Governmental Entity”
means any court, tribunal or any government or political subdivision thereof, whether federal, state, county, local or foreign, or any
agency, authority, official or instrumentality of such governmental or political subdivision, or any entity exercising executive, legislative,
judicial, regulatory or administrative functions of government.

“Ground Lease”
means a ground lease under which the Company or a Company Subsidiary is a lessee or sublessee with respect to any Company Property, together
with each amendment, guaranty or other agreement or document binding on the Company or applicable Company Subsidiary and relating thereto.

“Hazardous Materials”
means any toxic, reactive, corrosive, ignitable or flammable chemical, or chemical compound, or hazardous substance, hazardous material
or hazardous waste, whether solid, liquid or gas, that is subject to regulation, control or remediation, or for which liability or standards
of care are imposed under any Environmental Laws, including petroleum (including crude oil or any fraction thereof), asbestos, radioactive
materials, per- and polyfluoroalkyl substances, polychlorinated biphenyls, and toxic mold.

“Indebtedness”
means, with respect to any Person, without duplication, (a) all obligations of such Person and its Subsidiaries for borrowed money,
including obligations evidenced by notes, bonds, debentures or other similar instruments, (b) all reimbursement obligations of such
Person and its Subsidiaries under letters of credit to the extent such letters of credit have been drawn, obligations of such Person and
its Subsidiaries in respect of interest rate, currency or other swaps, hedges or similar derivative arrangements, (d) all capital
lease obligations of such Person and its Subsidiaries, (e) all obligations issued or assumed as the deferred purchase price of, or
a contingent payment for, property, assets, goods or services, including any deferred acquisition purchase price, “earn-out”
or similar agreements (other than trade payables incurred in the ordinary course of business), (f) all obligations of such Person
and its Subsidiaries for guarantees of another Person in respect of any items set forth in clauses (a) through (e),
and (g) all outstanding prepayment premium obligations of such Person and its Subsidiaries, if any, and accrued interest, fees and
expenses related to any of the items set forth in clauses (a) through (c). For the avoidance of doubt, “Indebtedness”
shall not include any liability for Taxes and shall not include any Indebtedness from the Company to a wholly owned Company Subsidiary
(or vice versa) or between wholly owned Company Subsidiaries.

“Intellectual Property”
means intellectual property rights, including in the following: (a) United States and non-U.S. patents, provisional patent applications,
patent applications, continuations, continuations-in-part, extensions, divisions, reissues, patent disclosures, industrial designs, inventions
(whether or not patentable or reduced to practice) and improvements thereto, (b) United States, state and non-U.S. trademarks, service
marks, trade names, corporate names, designs, logos, slogans, social media identifiers, domain names and general intangibles of like nature,
including all goodwill associated therewith, and any registrations and applications to register the foregoing, (c) United States
and non-U.S. copyrights and mask works (as defined in 17 U.S.C. §901) and pending applications to register the same and (d) trade
secrets and confidential ideas, know-how, concepts, methods, processes, formulae, technology, algorithms, models, reports, data, customer
lists, supplier lists, mailing lists, business plans and other proprietary information, all of which derive value, monetary or otherwise,
from being maintained in confidence.

“Intervening Event”
means a material event, development or change in circumstances with respect to the Company and the Company Subsidiaries, taken as a whole,
that occurred or arose after the date of this Agreement, which (a) was unknown to, nor reasonably foreseeable by, the Company Board
as of or prior to the date of this Agreement and (b) first becomes known to or by the Company Board prior to the receipt of the Company
Requisite Vote; provided, however, that none of the following will constitute, or be considered in determining whether there
has been, an Intervening Event: (i) the receipt, existence of or terms of an Inquiry or Company Acquisition Proposal or any matter
relating thereto or consequence thereof and (ii) changes in the market price or trading volume of the Company Shares or the fact
that the Company meets or exceeds internal or published projections, budgets, forecasts or estimates of revenues, earnings or other financial
results for any period (provided, however, that the underlying causes of such change or fact shall not be excluded by this
clause (ii)).

“Joint Venture Agreements”
means the organizational and other governing documents of the Company Subsidiaries set forth in Section 8.13(b)(2) of the Company
Disclosure Letter.

“know” or
“knowledge” of any Person that is not an individual means (i) with respect to the Company, the actual knowledge
of such persons listed in Section 8.13(b)(3) of the Company Disclosure Letter, and (ii) with respect to the Parent Entities,
the actual knowledge of the persons listed in Schedule A hereto.

“Law” means
any federal, state, local or foreign law (including common law), statute, code, directive, ordinance, rule, regulation, order, judgment,
writ, stipulation, award, injunction or decree of any Governmental Entity.

“Lien” means
any lien, mortgage, pledge, conditional or installment sale agreement, restriction on transfer, purchase option, right of first refusal,
preferential option, easement, security interest, charge, encumbrance, deed of trust, right-of-way or other encumbrance of any nature,
whether voluntarily incurred or arising by operation of Law. A non-exclusive license of Intellectual Property shall not be deemed to be
a Lien.

“Major Lease”
means any lease, sublease or occupancy agreement of real property under which the Company or any Company Subsidiary is the lessor or sublessor
or serves in a similar capacity and that provides for annual rentals of $1,000,000 or more or is between two affiliates of the Company;
provided that any such lease, sublease or occupancy agreement between the Company and any Company Subsidiary or between Company
Subsidiaries shall not constitute a Major Lease.

“Minority Limited
Partner” means any holder of Class A Partnership Units, other than any such holder that is the Company, any Company Subsidiary,
the Surviving Company, the Parent Entities, Merger Sub I, Merger Sub II or any wholly owned Subsidiary of the Surviving Company, the Parent
Entities or Merger Sub II.

“Partnership Agreement”
means the Amended and Restated Agreement of Limited Partnership of the Partnership as may be further amended from time to time.

“Person”
means an individual, corporation, limited liability company, partnership, association, trust, unincorporated organization, other entity
or other entity.

“Personal Information”
means any information defined as “personal information,” “personally identifiable information,” or “private information”
under applicable Law.

“Processing”
means any operation performed on Personal Information, including the collection, creation, receipt, access, use, handling, compilation,
analysis, monitoring, maintenance, retention, storage, transmission, transfer, protection, disclosure, distribution, destruction, or disposal
of Personal Information.

“Release”
means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, dumping or disposing
into the indoor or outdoor environment.

“Representative”
means, with respect to any Person, such Person’s directors, partners, managers, officers, employees, consultants, advisors (including
counsel, accountants, investment bankers, experts, consultants and financial advisors), agents and other representatives and, in the case
of the Parent Entities, its Financing Sources.

“SEC” means
the U.S. Securities and Exchange Commission.

“Securities Act”
means the Securities Act of 1933 and the rules and regulations promulgated thereunder.

“Service Provider”
means any employee, director or individual independent contractor of the Company or any Company Subsidiaries.

“Subsidiary”
means, with respect to a Person, another Person at least a majority of the securities or ownership interests having by their terms ordinary
voting power to elect a majority of the board of directors or other Persons performing similar functions is owned or controlled directly
or indirectly by such first Person and/or by one or more of its Subsidiaries or of which such first Person and/or one of its Subsidiaries
serves as a general partner (in the case of a partnership) or a manager or managing member (in the case of a limited liability entity)
or similar function.

“Superior Proposal”
means a bona fide written Company Acquisition Proposal (except that, for purposes of this definition, the references in the definition
of “Company Acquisition Proposal” to “15%” shall be replaced by “50%”) made by a third party on terms that
the Company Board determines in good faith, after consultation with the Company’s outside legal counsel and financial advisors, (A) would
result, if consummated, in a transaction that is more favorable to the Company’s stockholders (solely in their capacity as such) from
a financial point of view than the Company Merger and (B) is reasonably likely to be consummated, after taking into account (x) the
financial, legal, regulatory and any other aspects of such proposal, (y) the likelihood and timing of consummation (as compared to
the Company Merger) and (z) any changes to the terms of this Agreement proposed by the Parent Entities and any other information
provided by the Parent Entities (including pursuant to Section 5.6 of this Agreement).

“Tax” and
“Taxes” means any and all U.S. federal, state, local or foreign income, gross income, gross receipts, windfall profit,
severance, property, production, sales, use, license, excise, stamp, transfer, mortgage recording, occupancy, hotel occupancy, rent, commercial
rent, franchise, margin, employment, payroll, withholding, abandoned property, unclaimed property, escheat, social security (or similar,
including FICA), alternative or add-on minimum tax, or any other tax, custom, duty, impost, levies, governmental fee or other like assessment
or charge of any kind whatsoever, together with any interest or penalty, addition to tax or additional amount imposed by any Governmental
Entity.

“Tax Protection Agreements”
means any Contract to which the Company or any Company Subsidiary is a party pursuant to which: (a) any liability to holders of equity
of a Company Subsidiary (including holders of Partnership Units) relating to Taxes may arise, whether or not as a result of the consummation
of the transactions contemplated by this Agreement; (b) in connection with the deferral of income Taxes of a holder of equity of
a Company Subsidiary (including holders of Partnership Units), the Company or any of the Company Subsidiaries have agreed to (i) maintain
a minimum level of debt or continue a particular debt or allow such holder to guarantee any debt or provide any “deficit restoration
obligation”, (ii) retain or not dispose of assets manner, or make an in-kind distribution of assets, for a period of time that
has not since expired, (iii) make or refrain from making Tax elections, (iv) operate (or refrain from operating) in a particular
manner, (v) only dispose of assets in a particular manner, (vi) use (or refrain from using) a specified method of taking into
account book tax disparities under Section 704(c) of the Code with respect to one or more properties and/or (vii) use (or
refrain from using) a particular method of allocating one or more liabilities of such party or any of its direct or indirect subsidiaries
under Section 752 of the Code; (c) limited partners of the Partnership (or any other Company Subsidiary) have guaranteed, indemnified
or assumed debt of the Partnership (or such other Subsidiary) or entered into any “deficit restoration obligations”; and/or
(d) any other agreement that would require the general partner, manager or managing member of the Partnership (or any other Company
Subsidiary) to consider separately the interests of any limited partner or member or any group of limited partners or members.

“Tax Return”
means any return, report, document, declaration or any other information return or similar statement filed or required to be filed with
respect to any Tax, including any information return, claim for refund, amended return or declaration of estimated Tax and including any
schedule or attachment.

“Warrant Certificate”
means the Warrant Certificate issued by the Partnership on July 24, 2020, as the same may be amended or supplemented from time to
time

[Signature Page Follows]

IN WITNESS WHEREOF,
each of the parties has caused this Agreement to be duly executed on its behalf as of the day and year first above written.

	COMPANY:

	Watermark Lodging Trust, INC.

	By:	/s/ Michael G. Medzigian
		Name: Michael G. Medzigian
		Title: Chief Executive Officer

	PARTNERSHIP:

	CWI 2 OP, LP

	By: Watermark Lodging Trust, Inc.,
	its general partner

	By:	/s/ Michael G. Medzigian
		Name: Michael G. Medzigian
		Title: Chief Executive Officer

Agreement and Plan of Merger

	PARENT 1:

	Ruby I Holdings LLC

	By:	/s/ Murray Goldfarb
		Name: Murray Goldfarb
		Title: Authorized Signatory

	PARENT 2:

	Ruby II Holdings LLC

	By:	/s/ Murray Goldfarb
		Name: Murray Goldfarb
		Title: Authorized Signatory

	PARENT 3:

	Ruby III Holdings LLC

	By:	/s/ Murray Goldfarb
		Name: Murray Goldfarb
		Title: Authorized Signatory

	PARENT 4:

	Ruby IV Holdings LLC

	By:	/s/ Murray Goldfarb
		Name: Murray Goldfarb
		Title: Authorized Signatory

Agreement and Plan of Merger

	MERGER SUB I:

	Ruby Merger Sub I LLC

	By:	/s/ Murray Goldfarb
		Name: Murray Goldfarb
		Title: Authorized Signatory

	MERGER SUB II:

	Ruby Merger Sub II LP

	By: Ruby GP Sub LLC

	By:	/s/ Murray Goldfarb
		Name: Murray Goldfarb
		Title: Authorized Signatory

Agreement and Plan of Merger

Exhibit 99.1

Watermark
Lodging Trust to be Acquired by Brookfield Real Estate Funds

$3.8 Billion All-Cash Transaction Provides
Liquidity for Watermark Lodging Trust Stockholders

Chicago, May 6, 2022 –
Watermark Lodging Trust, Inc. (“Watermark,” “WLT” or the “Company”) announced today that
it has entered into a definitive agreement with private real estate funds managed by Brookfield (“Brookfield”), under which
Brookfield will acquire all of the outstanding shares of common stock of Watermark for $6.768 per Class A share and $6.699 per Class T
share in an all-cash transaction valued at $3.8 billion, including the assumption of debt and preferred equity. The purchase price represents
a premium of over 7.5% from the most recently published Net Asset Values per share as of December 31, 2021, of $6.29 per Class A
share and $6.22 per Class T share.

The Watermark portfolio, built over a decade
of investing and intensive asset management, is comprised of high-quality lodging assets consisting of 25 properties totaling over 8,100
rooms. These luxury and upper upscale assets are located in drive-to leisure destinations and gateway urban cities across 14 states with
a high concentration in the Sun Belt region.

“We are very pleased to reach this
agreement with Brookfield, as it achieves our longer-term objective of a liquidity event, while providing our stockholders with an immediate
and certain cash value,” said Michael Medzigian, Chairman and CEO of Watermark. “The transaction’s premium to our most
recently published Net Asset Values per share represents the strong execution of our entire team who have demonstrated the ability to
find innovative solutions to address the challenges brought on by the COVID-19 pandemic. I would like to thank the members of our Watermark
team, across all functions, for their dedication and hard work over the past several years.”

“Hotels and resorts of this scale and
quality are difficult to replicate,” said Lowell Baron, Managing Partner and Chief Investment Officer in Brookfield’s Real
Estate Group. “This portfolio is well positioned given its concentration in high barrier to entry coastal destinations, gateway
cities and the sunbelt.”

Completion of the transaction is subject
to certain closing conditions, including the approval of Watermark’s stockholders. The proposed transaction has been unanimously
approved by the Watermark Board of Directors and is expected to close in the fourth quarter of 2022.

Advisors

Morgan Stanley & Co. LLC is serving
as exclusive financial advisor to the Company, Hodges Ward Elliott is serving as real estate advisor to the Company and Clifford Chance
US LLP and Paul Hastings LLP are acting as legal counsel. Fried Frank Harris Shriver & Jacobson LLP is acting as legal counsel
to Brookfield, and Citigroup, Bank of America, JP Morgan, and Wells Fargo are acting as financial advisors and providing financing for
the transaction.

Watermark Lodging Trust

Watermark Lodging Trust, Inc. is a publicly
registered, self-managed, non-traded real estate investment trust (REIT) that invests in, manages and seeks to enhance the value of interests
in lodging and lodging-related properties. Over the past decade, Watermark and its predecessor companies (Carey Watermark Investors Inc.,
Carey Watermark Investors 2 Inc. and Watermark Capital Partners, LLC) have been among the largest and most active investors in the lodging
industry creating a portfolio of high-quality assets in high barrier to entry and growth markets. www.watermarklodging.com

Brookfield Asset Management

Brookfield is a leading
global alternative asset manager with approximately $700 billion of assets under management across real estate, infrastructure, renewable
power and transition, private equity, and credit. Brookfield owns and operates long-life assets and businesses, many of which form the
backbone of the global economy. Utilizing its global reach, access to large-scale capital and operational expertise, Brookfield offers
a range of alternative investment products to investors around the world—including public and private pension plans, endowments
and foundations, sovereign wealth funds, financial institutions, insurance companies and private wealth investors. Brookfield is listed
on the New York and Toronto stock exchanges under the symbol BAM and BAM.A respectively. www.brookfield.com

Additional Information and Where to Find
It

This communication relates to the proposed
merger transaction involving the Company. In connection with the proposed merger, the Company will file relevant materials with the Securities
and Exchange Commission (the “SEC”), including a proxy statement on Schedule 14A (the “Proxy Statement”). This
communication is not a substitute for the Proxy Statement or for any other document that the Company may file with the SEC and send to
the Company’s stockholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED
TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free
copies of the Proxy Statement and other documents filed by the Company with the SEC through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed by the Company with the SEC will be available free of charge on the Company’s website at www.watermarklodging.com
or by contacting the Company’s Investor Relations Department at (855) WLT REIT (958-7348).

Participants in the Solicitation

The Company and its directors and executive
officers may be considered participants in the solicitation of proxies with respect to the proposed transaction under the rules of
the SEC. Information about the directors and executive officers of the Company is set forth in its Annual Report on Form 10-K/A for
the year ended December 31, 2021, which was filed with the SEC on April 27, 2022 and subsequent documents filed with the SEC.
Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, will also be included in the Proxy Statement and other relevant materials to be filed with the SEC
when they become available. Investors should read the Proxy Statement carefully when it becomes available before making any voting or
investment decisions.

Forward-Looking Statements

The forward-looking statements contained
in this communication, including statements regarding the proposed merger transaction and the timing and benefits of such transaction,
are subject to various risks and uncertainties. Although the Company believes the expectations reflected in any forward-looking statements
contained herein are based on reasonable assumptions, there can be no assurance that such expectations will be achieved. Forward-looking
statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally
identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,”
“project,” or other similar expressions. Such statements involve known and unknown risks, uncertainties and other factors
that may cause the actual results of the Company to differ materially from future results, performance or achievements projected or contemplated
in the forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) risks
associated with the Company’s ability to obtain the stockholder approval required to consummate the merger and the timing of the
closing of the merger, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all
or that the closing of the merger will not occur, (ii) the outcome of any legal proceedings that may be instituted against the parties
and others related to the merger agreement, (iii) unanticipated difficulties or expenditures relating to the transaction, the response
of business partners and competitors to the announcement of the transaction, and/or potential difficulties in employee retention as a
result of the announcement and pendency of the transaction, (iv) the possible failure of the Company to maintain its qualification
as a REIT, and (v) those additional risks and factors discussed in reports filed with the SEC by the Company from time to time,
including those discussed under the heading “Risk Factors” in the Company’s most recently filed Annual Report on Form 10-K, as
updated by subsequent Quarterly Reports on Form 10-Q and other reports filed with the SEC. The Company undertakes no obligation
to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors should
not place undue reliance upon forward-looking statements.

Watermark Contacts

Media Contact

Rachel Harrison Communications

[email protected]

Investor Relations

855-WLT-REIT (855-958-7348)

[email protected]

Brookfield Contacts

Kerrie McHugh

[email protected]

Exhibit 99.2

Dear Fellow Shareholder,

We are pleased to announce that Watermark Lodging Trust, Inc.
(“WLT”) has entered into a definitive merger agreement with private real estate funds managed by Brookfield (“Brookfield”).
Under the terms of the agreement, Brookfield will acquire all of the outstanding common shares of WLT for $6.768 per Class A share
and $6.699 per Class T share in an all-cash transaction valued at $3.8 billion including the assumption of debt and preferred equity.

This announcement follows a comprehensive period of planning and analysis
by our Board of Directors and management team, with the assistance of experienced legal, financial, and real estate advisors. The proposed
transaction provides stockholders with immediate and certain cash consideration at a premium of over 7.5% from WLT’s most recently
published estimated net asset values as of December 31, 2021. We are pleased with the implied valuation premium given the remaining
uncertainty regarding the lodging industry’s recovery from the COVID-19 pandemic, the impact of rising interest rates on the financing
environment and macroeconomic recessionary concerns.

The closing of the transaction is subject to the satisfaction of various
customary closing conditions, including the approval of WLT stockholders, and cannot be assured. We currently expect that the closing
of the transaction will occur during the fourth quarter of 2022, although there can be no assurance of such timing. Stockholders seeking
additional information should read the Form 8-K, including the investor FAQ document, filed with the Securities and Exchange Commission
(“SEC”) on May 6, 2022, which can be found on the Investor Communications page of our website www.watermarklodging.com.
Additionally, to ensure the quickest delivery of our upcoming proxy statement and other materials, we encourage you to visit www.watermarklodging.com/Electronic_Enrollment
and enroll in electronic delivery.

This ultimate stockholder liquidity event is the result of strong
execution and commitment by our entire team in the wake of the COVID-19 pandemic, which reshaped the lodging industry and our business.
On behalf of the Board of Directors and our management team, thank you for your investment in and support of Watermark Lodging Trust.

	With best regards,

	/s/ Michael G. Medzigian
	Michael G. Medzigian
	Chairman and Chief Executive Officer

Watermark Lodging Trust, Inc. | 150 North Riverside Plaza, Suite 4200,
Chicago, IL 60606 | 1-855-WLT REIT (958-7348)

Additional Information and Where to Find
It

This communication relates to the proposed
merger transaction involving the Company. In connection with the proposed merger, the Company will file relevant materials with the Securities
and Exchange Commission, including a proxy statement on Schedule 14A (the “Proxy Statement”). This communication is not a
substitute for the Proxy Statement or for any other document that the Company may file with the SEC and send to the Company’s stockholders
in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND
OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the Proxy Statement and other
documents filed by the Company with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents
filed by the Company with the SEC will be available free of charge on the Company’s website at www.watermarklodging.com, or by
contacting the Company’s Investor Relations Department at (855) WLT REIT (958-7348).

Participants in the Solicitation

The Company and its directors and executive
officers may be considered participants in the solicitation of proxies with respect to the proposed transaction under the rules of
the SEC. Information about the directors and executive officers of the Company is set forth in its Annual Report on Form 10-K/A for
the year ended December 31, 2021, which was filed with the SEC on April 27, 2022 and subsequent documents filed with the SEC.
Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, will also be included in the Proxy Statement and other relevant materials to be filed with the SEC
when they become available. Investors should read the Proxy Statement carefully when it becomes available before making any voting or
investment decisions.

Forward-Looking Statements

The forward-looking statements contained
in this communication, including statements regarding the proposed merger transaction and the timing and benefits of such transaction,
are subject to various risks and uncertainties. Although the Company believes the expectations reflected in any forward-looking statements
contained herein are based on reasonable assumptions, there can be no assurance that such expectations will be achieved. Forward-looking
statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally
identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,”
“project,” or other similar expressions. Such statements involve known and unknown risks, uncertainties, and other factors
that may cause the actual results of the Company to differ materially from future results, performance or achievements projected or contemplated
in the forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) risks
associated with the Company’s ability to obtain the stockholder approval required to consummate the merger and the timing of the
closing of the merger, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all
or that the closing of the merger will not occur, (ii) the outcome of any legal proceedings that may be instituted against the parties
and others related to the merger agreement, (iii) unanticipated difficulties or expenditures relating to the transaction, the response
of business partners and competitors to the announcement of the transaction, and/or potential difficulties in employee retention as a
result of the announcement and pendency of the transaction, (iv) the possible failure of the Company to maintain its qualification
as a REIT, and (v) those additional risks and factors discussed in reports filed with the SEC by the Company from time to time,
including those discussed under the heading “Risk Factors” in the Company’s most recently filed Annual Report on Form 10-K, as
updated by subsequent Quarterly Reports on Form 10-Q and other reports filed with the SEC. The Company undertakes no obligation
to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors should
not place undue reliance upon forward-looking statements.

Watermark Lodging Trust, Inc.
| 150 North Riverside Plaza, Suite 4200, Chicago, IL 60606 | 1-855-WLT REIT (958-7348)

Exhibit 99.3

Watermark Lodging Trust to be Acquired by Brookfield
Real Estate Funds

FREQUENTLY ASKED QUESTIONS

Q:	What are the terms of the agreement?

A:	The details of the agreement between Watermark Lodging Trust (“WLT”) and private real estate funds managed by Brookfield (“Brookfield”) are as follows:

•

An
all-cash transaction for $6.768 per Class A common share and $6.699 per Class T
common share, which represents a premium of over 7.5% from WLT’s most recently published
Net Asset Values (“NAV”) as of December 31, 2021

•

The
transaction is subject to stockholder approval and customary closing conditions

For additional information please see the Form 8-K
(including the merger agreement as an exhibit) filed with the Securities and Exchange Commission (“SEC”) on May 6, 2022.

Q:	Why is WLT entering into this transaction?

When WLT (formerly Carey Watermark Investors 2) and Carey Watermark
Investors commenced offerings and raised capital, they informed investors that they intended to invest the offering proceeds to acquire
a portfolio of lodging properties and ultimately seek to complete a shareholder liquidity event. The 2020 merger of CWI 1 and CWI 2 and
internalization of management was the first step toward a liquidity event as it increased our scale and diversification, improved profitability
by reducing our cost structure and created a stronger and more flexible balance sheet. However, the COVID-19 pandemic severely disrupted
the lodging industry and elongated our path forward. We believe the proposed transaction with Brookfield is the right time and right
price to provide our shareholders with liquidity. The acquisition price represents a premium to our most recently released NAVs and provides
immediate and certain cash consideration, while the lodging industry recovery, rising interest rates and macroeconomic recessionary concerns
pose additional near-term unpredictability.

Q:	What other liquidation options did WLT consider? And why was this proposed transaction selected?

The WLT Board of Directors ran a robust process with the assistance
of experienced legal, financial, and real estate advisors to evaluate all strategic alternatives. The process resulted in interest from
a diverse pool of high-quality investment groups, which is a testament to the strength and confidence in the portfolio and platform.
While a public listing or IPO was evaluated, the current capital markets environment and the implied NAV discount at which public lodging
REITs currently trade created uncertainty on the value that could be achieved in a listing or IPO for WLT stockholders in the near-term.
The proposed transaction with Brookfield provides an immediate and certain cash value at a premium to the most recent NAVs.

Q:	What are the tax implications for WLT stockholders?

A:	Stockholders will be subject to tax to the extent of any gain in their WLT shares.

Q:	What is the timetable to complete the transaction?

A:	We anticipate that the transaction will close in the fourth quarter of 2022, subject to customary closing conditions, including the approval of WLT stockholders.

Q: What are the next steps? How
will WLT communicate the progress of the transaction with Investors and Financial Advisors?

The proposed transaction requires the approval by WLT stockholders.
In the coming weeks we will file a proxy statement with the SEC in connection with the proposed transaction. Once the proxy is cleared
by the SEC, we will commence stockholder solicitation including mailing of proxy materials. The proxy statement and other solicitation
materials will be mailed to investors, e-mailed to financial advisors and will also be found on our website. We encourage investors to
enroll for electronic delivery to ensure the quickest delivery of all upcoming materials by visiting www.watermarklodging.com/Electronic_Enrollment

Brookfield Asset Management (NYSE: BAM, TSX: BAM.A) is a leading
global alternative asset manager with approximately $700 billion of assets under management across real estate, infrastructure, renewable
power and transition, private equity, and credit. Brookfield owns and operates long-life assets and businesses, many of which form the
backbone of the global economy. Utilizing its global reach, access to large-scale capital and operational expertise, Brookfield offers
a range of alternative investment products to investors around the world—including public and private pension plans, endowments
and foundations, sovereign wealth funds, financial institutions, insurance companies and private wealth investors.

For more information, please visit https://www.brookfield.com.

Q:	Who can Investors and Financial Advisors contact if they have additional questions?

A:	For questions regarding company and portfolio updates, please contact WLT Investor Relations at 1(855) WLT REIT (958-7348) or [email protected] For account support and maintenance items, please call WLT’s transfer agent DST Systems, Inc. at 1(833) 219-2522.

Additional Information and Where to Find
It

This communication relates to the proposed
merger transaction involving the Company. In connection with the proposed merger, the Company will file relevant materials with the Securities
and Exchange Commission, including a proxy statement on Schedule 14A (the “Proxy Statement”). This communication is not a
substitute for the Proxy Statement or for any other document that the Company may file with the SEC and send to the Company’s stockholders
in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND
OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the Proxy Statement and other
documents filed by the Company with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents
filed by the Company with the SEC will be available free of charge on the Company’s website at www.watermarklodging.com, or by
contacting the Company’s Investor Relations Department at (855) WLT REIT (958-7348).

Participants in the Solicitation

The Company and its directors and executive
officers may be considered participants in the solicitation of proxies with respect to the proposed transaction under the rules of
the SEC. Information about the directors and executive officers of the Company is set forth in its Annual Report on Form 10-K/A for
the year ended December 31, 2021, which was filed with the SEC on April 27, 2022 and subsequent documents filed with the SEC.
Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, will also be included in the Proxy Statement and other relevant materials to be filed with the SEC
when they become available. Investors should read the Proxy Statement carefully when it becomes available before making any voting or
investment decisions.

Forward-Looking Statements

The forward-looking statements contained
in this communication, including statements regarding the proposed merger transaction and the timing and benefits of such transaction,
are subject to various risks and uncertainties. Although the Company believes the expectations reflected in any forward-looking statements
contained herein are based on reasonable assumptions, there can be no assurance that such expectations will be achieved. Forward-looking
statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally
identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,”
“project,” or other similar expressions. Such statements involve known and unknown risks, uncertainties, and other factors
that may cause the actual results of the Company to differ materially from future results, performance or achievements projected or contemplated
in the forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) risks
associated with the Company’s ability to obtain the stockholder approval required to consummate the merger and the timing of the
closing of the merger, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all
or that the closing of the merger will not occur, (ii) the outcome of any legal proceedings that may be instituted against the parties
and others related to the merger agreement, (iii) unanticipated difficulties or expenditures relating to the transaction, the response
of business partners and competitors to the announcement of the transaction, and/or potential difficulties in employee retention as a
result of the announcement and pendency of the transaction, (iv) the possible failure of the Company to maintain its qualification
as a REIT, and (v) those additional risks and factors discussed in reports filed with the SEC by the Company from time to time,
including those discussed under the heading “Risk Factors” in the Company’s most recently filed Annual Report on Form 10-K, as
updated by subsequent Quarterly Reports on Form 10-Q and other reports filed with the SEC. The Company undertakes no obligation
to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors should
not place undue reliance upon forward-looking statements.

Business Proposal

Form DEFA14A Watermark Lodging Trust,

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