Page 6 - Execution Version

 


Execution Version

 

“Each of the HNA Directors shall be entitled to the same rights, capacities, entitlements, compensation, if any, indemnification and insurance in connection with his or her role as a director as other members of the Board, and shall be entitled to reimbursement for all documented, out-of-pocket expenses properly incurred in connection with the performance of his or her services as a director of the Company, including without limitation out-of-pocket expenses incurred in attending meetings of the Board or any committees thereof, to the same extent as other members of the Board. The Company shall, upon the appointment of each of the HNA Directors, enter into an indemnification agreement in the same form as applicable to other members of the Board with such director. In addition, each of the HNA Directors shall be entitled to coverage under the Company’s directors’ and officers’ liability insurance effective upon his or her appointment to the Board, with the same coverage as, and containing terms and conditions no less favorable than, those available to the other members of the Board. Each of the HNA Directors shall also execute and deliver, if requested by the Company, a director agreement and any other standard agreements required to be signed by directors of the Company, in each case, substantially in the same form as applicable to other members of the Board.”

 

5. Amendment to Section 2.04 of the IRA. Section 2.04 of the IRA is hereby amended and restated to read in its entirety as follows:

“For so long as HNA has the right to designate the HNA Directors and except as otherwise required by Applicable Law, the Company shall not amend its Memorandum and Articles in any manner, enter into or amend any agreement, or take any similar action that would adversely affect HNA’s rights under this Article 2 or the Company’s ability to comply with its obligations under this Article 2.”

 

6. No Effect on Assignment. For the avoidance of doubt, the amendments set out in Sections 1 through 5 above shall not affect the assignment by HNA to BHR of, and the joinder by BHR in the place of HNA to assume, all of the rights, remedies, duties, obligations, terms, provisions and covenants of HNA under the IRA pursuant to the Assignment Agreement.

 

7. Miscellaneous.

(i) By executing this Amendment, each of the Company and BHR agrees that this Amendment fully satisfies the requirements for amending the provisions of the IRA as set forth under Section 5.07 of the IRA.

(ii) Except as expressly amended and/or superseded by this Amendment, the IRA remains and shall remain in full force and effect. This Amendment shall not constitute an amendment or waiver of any provision of the IRA, except as expressly set forth herein. Upon the execution and delivery hereof, the IRA shall thereupon be deemed to be amended and supplemented as hereinabove set forth as fully and with the same effect as if the amendments and supplements made hereby were originally set forth in the IRA. This Amendment and the IRA shall each henceforth be read, taken and construed as one and the same instrument, but such amendments and supplements shall not operate so as to render invalid or improper any action heretofore taken under the IRA. If and to the extent there are any inconsistencies between the IRA and this Amendment with respect to the matters set forth herein, the