Hospitality Investors Trust, Inc. (SGX:Q1P) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01.

Entry into a Material Definitive Agreement

Recapitalization and Transition to
Self-Management

On March 31, 2017, the initial closing (the Initial Closing)
under the Securities Purchase, Voting and Standstill Agreement
dated as of January 12, 2017 (the SPA) by and among Hospitality
Investors Trust, Inc. (then known as American Realty Capital
Hospitality Trust, Inc., the Company), its operating partnership,
Hospitality Investors Trust Operating Partnership, L.P. (then
known as American Realty Capital Hospitality Operating
Partnership, L.P., the OP), and Brookfield Strategic Real Estate
Partners II Hospitality REIT II LLC (the Brookfield Investor)
occurred.

Effective upon the occurrence of the Initial Closing, the Company
and the OP also took certain actions and entered into certain
agreements to consummate the transactions contemplated by the
Framework Agreement dated as of January 12, 2017 (the Framework
Agreement) by and among the Company, the OP, the Companys
advisor, American Realty Capital Hospitality Advisors, LLC (the
Advisor), the Companys property managers, American Realty Capital
Hospitality Properties, LLC (the ARC Property Manager) and its
wholly owned subsidiary American Realty Capital Hospitality Grace
Portfolio, LLC (together with the ARC Property Manager, the
Property Manager), Crestline Hotels Resorts, LLC (Crestline), an
affiliate of the Advisor and the Property Manager that provides
property management and other services with respect to the
Companys hotel properties, American Realty Capital Hospitality
Special Limited Partnership, LLC (the Special Limited Partner),
also an affiliate of the Advisor and the Property Manager, and,
for certain limited purposes, the Brookfield Investor.

to the terms of the SPA, at the Initial Closing, the Brookfield
Investor purchased: (i) one share of a new series of preferred
stock of the Company designated as the Redeemable Preferred
Share, par value $0.01 per share (the Redeemable Preferred
Share), for a nominal purchase price; and (ii) 9,152,542.37 units
of a new class of limited partnership interests in the OP
entitled Class C Units (Class C Units), for a purchase price of
$14.75 per Class C Unit, or $135.0 million in the aggregate.
Subject to the terms and conditions of the SPA, the Company also
has the right to sell, and the Brookfield Investor has agreed to
purchase, additional Class C Units in an aggregate amount of up
to $265.0 million at subsequent closings that may occur through
February 2019 (Subsequent Closings).

The SPA, the material terms of which are described in more detail
in the Companys Current Report on Form 8-K filed with the
Securities and Exchange Commission (the SEC) on January 13, 2017,
also contains certain standstill and voting restrictions
applicable to the Brookfield Investor and certain of its
affiliates, as well as certain other continuing agreements among
the parties.

Also at the Initial Closing, to the Framework Agreement, the
Company took various other actions required to effect the
Companys transition from external management to self-management,
including:

the termination of the Companys advisory agreement with the Advisor (the Advisory Agreement) and all agreements with the Property Manager related to the management of the Companys hotel properties;

entering into amendments to the terms of the Companys arrangements with Crestline related to the management of the Companys hotel properties; and

certain employees of the Advisor or its affiliates (including Crestline) who had been involved in the management of the Companys day-to-day operations, including all of the Companys executive officers, becoming employees of the Company, and the Company entering into employment agreements with its executive officers.

The material terms of the Framework Agreement are described in
more detail in the Companys Current Report on Form 8-K filed with
the SEC on January 13, 2017, as amended on January 17, 2017.

In addition, the Companys board of directors (the Board) is being
expanded from four to seven members, with two of the current
members of the Board resigning and four new directors joining the
Board. The reconstituted Board will include: (i) the Companys
current and continuing lead independent director, Stanley R.
Perla, and another current and continuing independent director,
Abby M. Wenzel; (ii) the Companys current and continuing chief
executive officer and newly appointed director, Jonathan P.
Mehlman; (iii) new directors Bruce G. Wiles (who was also
appointed chairman) and Lowell G. Baron, who were each elected as
Redeemable Preferred Directors (as defined below) by the
Brookfield Investor to its rights as the holder of the Redeemable
Preferred Share; and (iv) new directors Stephen P. Joyce and
Edward A. Glickman, who were each selected by the Board and
approved by the Brookfield Investor as Additional Independents
(as defined below) to its rights as the holder of the Redeemable
Preferred Share.

The Advisor, the Property Manager and Crestline are under common
control with AR Capital, LLC (AR Capital) and AR Global
Investments, LLC (AR Global), the successor to certain of AR
Capitals businesses. The Companys material relationships with
these entities (which are, except as otherwise described herein,
being terminated at the Initial Closing to the Framework
Agreement) are described in more detail in the Companys
Definitive Proxy Statement on Schedule 14A filed with the SEC on
April 29, 2016. Other than as described in this Current Report on
Form 8-K, there are no other material relationships between the
Brookfield Investor, on the one hand, and either the Company or
AR Global and its affiliates, on the other hand.

Articles Supplementary

In connection with the Initial Closing, the Company filed
Articles Supplementary setting forth the terms, rights,
obligations and preferences of the Redeemable Preferred Share
(the Articles Supplementary) with the State Department of
Assessments and Taxation of Maryland (the SDAT), and the Articles
Supplementary became effective upon filing.

The Redeemable Preferred Share ranks on parity with the Companys
common stock, with the same rights with respect to preferences,
conversion and other rights, voting powers, restrictions,
limitations as to dividends and other distributions,
qualifications, terms and conditions of redemption and other
terms and conditions as the Companys common stock, except as
provided therein.

At its election and subject to notice requirements, the Company
may redeem the Redeemable Preferred Share for a cash amount equal
to par value upon the occurrence of any of the following: (i) the
first date on which no Class C Units remain outstanding; (ii) the
date the liquidation preference applicable to all Class C Units
held by the Brookfield Investor and its affiliates is reduced to
$100.0 million or less due to the exercise by holders of Class C
Units of their redemption rights under the AR LPA (as defined
below); or (iii) the 11th business day after the date of a
Funding Failure Final Determination (as defined below) if the
Brookfield Investor does not consummate the applicable purchase
of Class C Units at any Subsequent Closing.

For so long as the Brookfield Investor holds the Redeemable
Preferred Share; (i) the Brookfield Investor has the right to
elect two directors (neither of whom may be subject to an event
that would require disclosure to Item 401(f) of Regulation S-K in
the Companys definitive proxy statement) (each, a Redeemable
Preferred Director), as well as to approve (such approval not to
be unreasonably withheld, conditioned or delayed) two additional
independent directors (each, an Additional Independent) to be
recommended and nominated by the Board for election by the
Companys stockholders at each annual meeting; (ii) each committee
of the Board, except any committee formed with authority and
jurisdiction over the review and approval of conflicts of
interest involving the Brookfield Investor and its affiliates, on
the one hand, and the Company, on the other hand, is required to
include at least one of the Redeemable Preferred Directors as
selected by the holder of the Redeemable Preferred Share (or, if
neither the Redeemable Preferred Directors satisfies all
requirements applicable to such committee, with respect to
independence and otherwise, of the Companys charter (the
Charter), the SEC and any national securities exchange on which
any shares of the Companys stock are then listed, at least one of
the Additional Independents as selected by the Board); and (iii)
the Company will not make a general delegation of the powers of
the Board to any committee thereof which does not include as a
member a Redeemable Preferred Director, other than to a conflicts
committee as described above.

Beginning three months after the failure of the OP to redeem
Class C Units when required to do so, until all Class C Units
requested to be redeemed have been redeemed, the holder of the
Redeemable Preferred Share will have the right to increase the
size of the Board by a number of directors that would result in
the holder of the Redeemable Preferred Share being entitled to
nominate and elect a majority of the Board and fill the vacancies
created by the expansion of the Board, subject to compliance with
the provisions of the Charter requiring at least a majority of
the Companys directors to be Independent Directors (as defined in
the Charter).

The Brookfield Investor is not permitted to transfer the
Redeemable Preferred Share, except to an affiliate of the
Brookfield Investor.

The holder of the Redeemable Preferred Share generally votes
together as a single class with the holders of the Companys
common stock at any annual or special meeting of stockholders of
the Company. However, any action that would alter the terms of
the Redeemable Preferred Share or the rights of its holder
(including any amendment to the Charter, including the Articles
Supplementary) is subject to a separate class vote of the
Redeemable Preferred Share.

In addition, the Redeemable Preferred Directors have the approval
rights set forth below under Approval Rights to the Articles
Supplementary.

The summary of the Articles Supplementary contained herein does
not purport to be complete and is subject to, and qualified in
its entirety by, the full text of the Articles Supplementary, a
copy of which is filed as Exhibit 3.2 to this Current Report on
Form 8-K and incorporated herein by reference. The Redeemable
Preferred Share was issued to the Brookfield Investor as a
certificate, the form of which is attached hereto as Exhibit 4.1
and incorporated herein by reference.

AR LPA

At the Initial Closing, the Brookfield Investor and BSREP II
Hospitality II Special GP OP LLC, an affiliate of the Brookfield
Investor, as special general partner of the OP (the Special
General Partner), entered into an amendment and restatement (the
AR LPA) of the OPs existing agreement of limited partnership (the
Existing LPA). In addition to establishing the terms, rights,
obligations and preferences of the Class C Units, which are set
forth in more detail below, and effecting revisions and
amendments related thereto, the AR LPA also effected amendments
to the Existing LPA in certain other respects, including: (i)
reflecting the change in name of the OP from American Realty
Capital Hospitality Operating Partnership, L.P. to Hospitality
Investors Trust Operating Partnership, L.P.; (ii) removing all
provisions related to units of limited partnership interests in
the OP entitled Class B Units (Class B Units), which the Advisor
received for asset management services to the Advisory Agreement
prior to October 1, 2015; and (iii) removing all provisions
related to the special limited partnership interest in the OP
held by the Special Limited Partner (the SLP Interest), to which
the Special Limited Partner was entitled to receive the
subordinated participation in net sales proceeds, a subordinated
listing distribution and a subordinated distribution upon
termination of the Advisory Agreement.

At the Initial Closing, to the Framework Agreement: (i) all
524,956 issued and outstanding Class B Units held by the Advisor
were converted into 524,956 units of limit partnership in the OP
entitled OP Units (OP Units), and, immediately following such
conversion, those 524,956 OP Units were redeemed for 524,956
shares of the Companys common stock; (ii) all 90 OP Units held by
the Advisor were redeemed for 90 shares of the Companys common
stock, which represented all the OP Units issued and outstanding
prior to the Initial Closing other than the OP Units held by the
Company in its capacity as the general partner of the OP
corresponding to the issued and outstanding shares of the
Companys common stock; and (iii) the SLP Interest was
automatically forfeited and redeemed by the OP without the
payment of any consideration to the Special Limited Partner or
any of its affiliates.

The summary contained herein of the amendments to the Existing
LPA effected to the AR LPA does not purport to be complete and is
subject to, and qualified in its entirety by, the full text of AR
LPA, a copy of which is filed as Exhibit 4.2 to this Current
Report on Form 8-K and incorporated herein by reference.

Rank

The Class C Units rank senior to the OP Units and all other
equity interests in the OP with respect to priority in payment of
distributions and in the distribution of assets in the event of
the liquidation, dissolution or winding-up of the OP, whether
voluntary or involuntary, or any other distribution of the assets
of the OP among its equity holders for the purpose of winding up
its affairs.

Distributions

Holders of Class C Units are entitled to receive, with respect to
each Class C Unit, fixed, quarterly cumulative cash distributions
at a rate of 7.50% per annum from legally available funds. If the
Company fails to pay these cash distributions when due, the per
annum rate will increase to 10% until all accrued and unpaid
distributions required to be paid in cash are reduced to zero.

Holders of Class C Units are also entitled to receive, with
respect to each Class C Unit, a fixed, quarterly, cumulative
distribution payable in Class C Units of 5% per annum (PIK
Distributions). Upon the Companys failure to redeem the
Brookfield Investor when required to do so to the AR LPA, the 5%
per annum PIK Distribution rate would increase to a per annum
rate of 7.5%, and will further increase by 1.25% per annum for
the next four quarterly periods thereafter, up to a maximum per
annum rate of 12.5%.

The number of Class C Units delivered in respect of the PIK
Distributions on any distribution payment date will be equal to
the number obtained by dividing the amount of PIK Distribution by
the Conversion Price (as defined below).

The Brookfield Investor will receive tax distributions to the
extent that the cash distributions are less than the tax (at the
35% rate) payable with respect to cash distributions, PIK
Distributions, and any accrued but unpaid cash distributions. The
Brookfield Investor will also receive tax distributions in
certain limited situations in which it is allocated income as a
result of converting Class C Units into OP Units but is unable to
convert those OP Units into shares of the Companys common stock.
To the extent that the OP is required to pay tax distributions,
the tax distributions will be advances of amounts the OP would
otherwise pay the Brookfield Investor (e.g., if tax distributions
are made with respect to PIK Distributions, then cash
distributions with respect to PIK Distributions will be adjusted
downward to reflect the tax distributions).

Liquidation Preference

The liquidation preference with respect to each Class C Unit as
of a particular date is the original purchase price paid under
the SPA or the value upon issuance of any Class C Unit received
as a PIK Distribution, plus, with respect to such Class C Unit up
to but not including such date, (i) any accrued and unpaid cash
distributions and (ii) any accrued and unpaid PIK Distributions.

Conversion Rights

The Class C Units are convertible into OP Units at any time at
the option of the holder thereof at an initial conversion price
of $14.75 (the Conversion Price). The Conversion Price is subject
to anti-dilution and other adjustments upon the occurrence of
certain events and transactions.

Notwithstanding the foregoing, the convertibility of certain
Class C Units may be restricted in certain circumstances
described in the AR LPA, and, to the extent any Class C Units
submitted for conversion are not converted as a result of these
restrictions, the holder will instead be entitled to receive an
amount in cash equal to two times the liquidation preference of
any unconverted Class C Units.

OP Units, in turn, are generally redeemable for shares of the
Companys common stock on a one-for-one-basis or the cash value of
a corresponding number of shares, at the election of the Company,
in accordance with the terms of the AR LPA. Notwithstanding the
foregoing, with respect to any redemptions in exchange for shares
of the Companys common stock that would result in the converting
holder owning 49.9% or more of the shares of the Companys common
stock then outstanding after giving effect to the redemption, for
the number of shares of the Companys common stock exceeding the
49.9% threshold, the redeeming holder may elect to retain OP
Units or to request delivery in cash of the cash value of a
corresponding number of shares.

Mandatory Redemption

Upon the consummation of any liquidation, sale of all or
substantially all of the assets, dissolution or winding-up,
whether voluntary or involuntary, sale, merger, reorganization,
reclassification or recapitalization or other similar event of
the Company or the OP (a Fundamental Sale Transaction) prior to
March 31, 2022, the fifth anniversary of the Initial Closing, the
holders of Class C Units are entitled to receive, prior to and in
preference to any distribution of any of the assets or surplus
funds of the Company to the holders of any other limited
partnership interests in the OP:

in the case of a Fundamental Sale Transaction consummated on or prior to February 27, 2019, an amount per Class C Unit in cash equal to such Class C Units pro rata share (determined based on the respective liquidation preferences of all Class C Units) of an amount equal to (I) $800.0 million less (II) the sum of (i) the difference between (A) $400.0 million and (B) the aggregate purchase price paid under the SPA of all outstanding Class C Units (with the purchase price for Class C Units issued as PIK Distributions being zero for these purposes) and (ii) all cash distributions actually paid to date;

in the case of a Fundamental Sale Transaction consummated after February 27, 2019 and prior to January 1, 2022, the date that is 57 months and one day after the date of the Initial Closing, an amount per Class C Unit in cash equal to (x) two times the purchase price under the SPA of such Class C Unit (with the purchase price for Class C Units issued as PIK Distributions being zero for these purposes), less (y) all cash distributions actually paid to date; and

in the case of a Fundamental Sale Transaction consummated on or after January 1, 2022, an amount per Class C Unit in cash equal to the liquidation preference of such Class C Unit plus a make whole premium for such Class C Unit calculated based on a discount rate of 5% and the assumption that such Class C Unit had not been redeemed until March 31, 2022, the fifth anniversary of the Initial Closing (the Make Whole Premium).

Holder Redemptions

Upon the occurrence of a REIT Event (as defined and more fully
described in the AR LPA, the Companys failure to satisfy any of
the requirements for qualification and taxation as a real estate
investment trust under certain circumstances) or a Material
Breach (as defined and more fully described in the AR LPA,
generally a breach by the Company of certain material obligations
under the AR LPA), in each case, subject to certain notice and
cure rights, holders of Class C Units have the right to require
the Company to redeem any Class C Units submitted for redemption
for an amount equivalent to what the holders of Class C Units
would have been entitled to receive in a Fundamental Sale
Transaction if the date of redemption were the date of the
consummation of the Fundamental Sale Transaction.

From time to time on or after March 31, 2022, the fifth
anniversary of the Initial Closing, and at any time following the
rendering of a judgment enjoining or otherwise preventing the
holders of Class C Units, the Brookfield Investor or the Special
General Partner from exercising their respective rights under the
AR LPA or the Articles Supplementary, any holder of Class C Units
may, at its election, require the Company to redeem any or all of
its Class C Units for an amount in cash equal to the liquidation
preference.

The OP is not required to make any redemption of less than all of
the Class C Units held by any holder requiring a payment of less
than $15.0 million. If any redemption request would result in the
total liquidation preference of Class C Units remaining
outstanding being equal to less than $35.0 million, the OP has
the right to redeem all then outstanding Class C Units in full.

Remedies Upon Failure to Redeem

Three months after the failure of the OP to redeem Class C Units
when required to do so, the Special General Partner has the
exclusive right, power and authority to sell the assets or
properties of the OP for cash at such time or times as the
Special General Partner may determine, upon engaging a reputable,
national third party sales broker or investment bank reasonably
acceptable to holders of a majority of the then outstanding Class
C Units to conduct an auction or similar process designed to
maximize the sales price. The Special General Partner is not
permitted to make sales to the Special General Partner, any other
holder of a majority or more of the then outstanding Class C
Units or any of their respective affiliates. The proceeds from
sales of assets or properties by the Special General Partner must
be used first to make any and all payments or distributions due
or past due with respect to the Class C Units, regardless of the
impact of such payments or distributions on the Company or the
OP. The Special General Partner is not permitted to take any
action without first obtaining any approval, including the
approval of the Companys stockholders, required by applicable
Maryland law, as determined in good faith by the Board upon the
advice of counsel.

In addition and as described elsewhere herein, three months after
the failure of the OP to redeem Class C Units when required to do
so:

the holder of the Redeemable Preferred Share would have the right to increase the size of the Board by a number of directors that would result in the holder of the Redeemable Preferred Share being entitled to nominate and elect a majority of the Board and fill the vacancies created by the expansion of the Board, subject to compliance with the provisions of the Charter requiring at least a majority of the Companys directors to be Independent Directors (as defined in the Charter);

the 5% per annum PIK Distribution rate would increase to a per annum rate of 7.5%, and would further increase by 1.25% per annum for the next four quarterly periods thereafter, up to a maximum per annum rate of 12.5%; and

the standstill (but not the standstill on voting) provisions otherwise applicable to the Brookfield Investor and certain of its affiliates would terminate.

Company Liquidation Preference Reduction Upon Listing

In the event a listing of the Companys common stock on a national
stock exchange occurs prior to March 31, 2022, the fifth
anniversary of the Initial Closing, the OP would have the right
to elect to reduce the liquidation preference of any Class C
Units outstanding to $0.10 per unit by paying an amount equal to
the amount of such reduction (the Reduction Amount) plus a pro
rata share of a Make Whole Premium attributable to such Class C
Units calculated based on, for these purposes only, (i) in the
case of a reduction payment prior to February 27, 2019, a number
of Class C Units reflecting a funded amount of $400.0 million,
whether or not such amount was entirely funded, and (ii) in the
case of a reduction payment after February 27, 2019, the number
of Class C Units subject to reduction. Following any such
reduction and until March 31, 2024, the seven-year anniversary of
the Initial Closing, the Class C Units that were subject to the
reduction are convertible into a number of OP Units (the Deferred
Distribution Amount) that, if positive, equals the Reduction
Amount divided by the then current Conversion Price, less the
Reduction Amount divided by the current market price for the
Companys common stock, less any excess tax distributions received
divided by the current market price for the Companys common
stock. Notwithstanding the foregoing, the delivery of OP Units
comprising the Deferred Distribution Amount may be restricted in
certain circumstances as described in the AR LPA, and, to the
extent any OP Units are not delivered as a result of these
restrictions, the holder is instead entitled to receive an amount
in cash equal to the corresponding portion of the Reduction
Amount associated with the Class C Units underlying any
undelivered OP Units.

Company Redemption After Five Years

At any time and from time to time on or after March 31, 2022, the
fifth anniversary of the Initial Closing, the Company has the
right to elect to redeem all or any part of the issued and
outstanding Class C Units for an amount in cash equal to the
liquidation preference.

Transfer Restrictions

Subject to certain exceptions, the Brookfield Investor is
generally permitted to make transfers of Class C Units without
the prior consent of the Company, provided that any transferee
must customarily invest in these types of securities or real
estate investments of any type or have in excess of $100.0
million of assets. In addition, to the extent a transferee would
hold in excess of (i) 20% of the outstanding shares of the
Companys common stock on an as-converted basis, the transferee is
required to execute a joinder with respect to the standstill
provisions contained in the SPA, and (ii) 35% of the outstanding
shares of the Companys common stock on an as-converted basis, the
transferee is required to execute a joinder with respect to the
standstill on voting provisions contained in the SPA.

Preemptive Rights

For so long as no Funding Failure (as defined in the SPA) has
occurred, if the Company or the OP proposes to issue additional
equity securities, subject to certain exceptions and in
accordance with the procedures in the AR LPA, any holder of Class
C Units that owns Class C Units representing more than 5% of the
outstanding shares of the Companys common stock on an
as-converted basis has certain preemptive rights.

Approval Rights

The Articles Supplementary restrict the Company from taking
certain actions without the prior approval of at least one of the
Redeemable Preferred Directors, and the AR LPA restricts the OP
from taking certain actions without the prior approval of the
majority of the then outstanding Class C Units. Subject to
certain limitations, both sets of rights are subject to temporary
and permanent suspension in connection with any Funding Failure
and no longer apply if the liquidation preference applicable to
all Class C Units held by the Brookfield Investor and its
affiliates is reduced to $100.0 million or less due to the
exercise by holders of Class C Units of their redemption rights
under the AR LPA.

In general, subject to certain exceptions, prior approval is
required before the Company or its subsidiaries are permitted to
take any of the following actions: equity issuances;
organizational document amendments; debt incurrences; affiliate
transactions; sale of all or substantially all assets; bankruptcy
or insolvency declarations; declarations or payments of dividends
or other distributions; redemptions or repurchases of securities;
adoption of, and amendments to, the annual business plan required
to be prepared by the Company (including the annual operating and
capital budget); hiring and compensation decisions related to
certain key personnel (including executive officers); property
acquisitions; property sales and dispositions; entry into new
lines of business; settlement of material litigation; changes to
material agreements; increasing or decreasing the number of
directors on the Board; nominating or appointing a director who
is not independent; nominating or appointing the chairperson of
the Board; and certain other matters.

After December 31, 2021, the 57-month anniversary of the Initial
Closing, no prior approval will be required for debt incurrences,
equity issuances and asset sales if the proceeds therefrom are
used to redeem the then outstanding Class C Units in full.

In addition, notwithstanding these prior approval rights, the
Board is permitted to take such actions as it deems necessary,
upon advice of counsel, to maintain the Companys status as a real
estate investment trust (REIT) and to avoid having to register as
an investment company under the Investment Company Act of 1940,
as amended.

If all conditions to a Subsequent Closing are met and the
Brookfield Investor does not purchase Class C Units as required
to the SPA, then, subject to the notice and cure provisions set
forth in the SPA, a Funding Failure (as defined in the SPA) will
be deemed to have occurred and, subject to certain limitations,
certain of the Brookfield Investors approval rights under the
Articles Supplementary and the AR LPA, the rights of Class C
Units to receive PIK Distributions, the convertibility of Class C
Units into OP Units and the preemptive rights of holders of Class
C Units under the AR LPA would be suspended, subject to
reinstatement (including payment of any PIK Distributions and
related cash distributions to the extent not made) if (i) the
Brookfield Investor or any other holder of Class C Units obtains
a declaratory judgment or injunctive relief preventing the
suspension of these rights, (ii) the parties otherwise agree that
the conditions to the applicable Subsequent Closing were not met,
or (iii) the Brookfield Investor consummates the applicable
purchase of Class C Units at the applicable Subsequent Closing.

If the Company or the OP obtains a final, non-appealable judgment
of a court of competent jurisdiction finding that a Funding
Failure has occurred at the time of the Subsequent Closing (a
Funding Failure Final Determination), and the Brookfield Investor
does not then consummate such Subsequent Closing and pay any
damages required in connection with the judgment within ten
business days, then (i) all of the suspended rights under the AR
LPA and the Articles Supplementary (including approval rights
under the AR LPA that had not previously been suspended) will be
permanently terminated, (ii) the Company would be entitled to
redeem the Redeemable Preferred Share at its par value of $0.01,
(iii) the OP would be entitled to redeem all or any portion of
the then outstanding Class C Units in cash for their liquidation
preference, (iv) all Class C Units received in respect of all PIK
Distributions accrued from the date of the Initial Closing would
be forfeited, and (v) the Brookfield Investor would be required
to cause each of the Redeemable Preferred Directors to resign
from the Board.

Ownership Limit Waiver Agreement

At the Initial Closing, as contemplated by and to the SPA, the
Company and the Brookfield Investor entered into an Ownership
Limit Waiver Agreement (the Ownership Limit Waiver Agreement), to
which the Company (i) granted the Brookfield Investor and its
affiliates a waiver of the Aggregate Share Ownership Limit (as
defined in the Charter), and (ii) permitted the Brookfield
Investor and its affiliates to own up to 49.9% in value of the
aggregate of the outstanding shares of the Companys stock or up
to 49.9% (in value or in number of shares, whichever is more
restrictive) of any class or series of shares of the Company
stock, subject to the terms and conditions set forth in the
Ownership Limit Waiver Agreement.

The summary of the Ownership Limit Waiver Agreement contained
herein does not purport to be complete and is subject to, and
qualified in its entirety by, the full text of the Ownership
Limit Waiver Agreement, a copy of which is filed as Exhibit 10.1
to this Current Report on Form 8-K and incorporated herein by
reference.

Registration Rights Agreement

At the Initial Closing, as contemplated by and to the SPA and the
Framework Agreement, the Company, the Brookfield Investor, the
Advisor and the ARC Property Manager entered into a Registration
Rights Agreement (the Registration Rights Agreement). to the
Registration Rights Agreement, holders of Class C Units have
certain shelf, demand and piggyback rights with respect to the
registration of the resale under the Securities Act of 1933, as
amended (the Securities Act) of the shares of Companys common
stock issuable upon redemption of OP Units issuable upon
conversion of Class C Units, and the Advisor and the ARC Property
Manager have similar rights with respect to the 525,046 and
279,329 shares of the Companys common stock issued to them,
respectively, to the Framework Agreement. For so long as
registrable securities remain outstanding, the Brookfield
Investor and the holders of a majority of the registrable
securities have the right to make up to three requests such in
any 12-month period with respect to the registration of
registrable securities under the Securities Act. The Advisor and
the ARC Property Manager have the right, collectively, to make
one such request.

The summary of the Registration Rights Agreement contained herein
does not purport to be complete and is subject to, and qualified
in its entirety by, the full text of the Registration Rights
Agreement, a copy of which is filed as Exhibit 10.2 to this
Current Report on Form 8-K and incorporated herein by reference.

Transition Services Agreements

At the Initial Closing, as contemplated by and to the Framework
Agreement, the Company entered into a transition services
agreement with each of the Advisor and Crestline (together, the
Transition Services Agreements), to which it will receive their
assistance in connection with investor relations/shareholder
services and support services for pending transactions in the
case of the Advisor and accounting and tax related services in
the case of Crestline until June 29, 2017 except as set forth
below. As compensation for the foregoing services, the Advisor
will receive a one-time fee of $225,000 (payable $150,000 at the
Initial Closing and $75,000 on May 15, 2017) and Crestline will
receive a fee of $25,000 per month. The Advisor and Crestline are
also entitled to reimbursement of out-of-pocket fees, costs and
expenses. The transition services agreement with Crestline for
accounting and tax related services will automatically renew for
successive 90-day periods unless either party elects to terminate
upon 40 days written notice to the other party and the monthly
fee of $25,000 will continue to be payable. The transition
services agreement with the Advisor with respect to the support
services for pending transactions expires on April 30, 2017
unless extended for an additional 30 days by written notice
delivered prior to the expiration date, upon payment of an
additional $75,000.

The summary of the Transition Services Agreements contained
herein does not purport to be complete and is subject to, and
qualified in its entirety by, the full text of the Transition
Services Agreements, copies of which are filed as Exhibits 10.3
and 10.4 to this Current Report on Form 8-K and incorporated
herein by reference.

Property Management Transactions

Prior to the Initial Closing, the Company, directly or indirectly
through its taxable REIT subsidiaries, entered into agreements
with the Property Manager, which, in turn, engaged Crestline or a
third-party sub-property manager to manage the Companys hotel
properties. These agreements were intended to be coterminous,
meaning that the term of the agreement with the Property Manager
was the same as the term of the Property Managers agreement with
the applicable sub-property manager for the applicable hotel
properties, with certain exceptions.

At the Initial Closing, as contemplated by and to the Framework
Agreement, the Company, through its taxable REIT subsidiaries,
the Property Manager, Crestline and the Companys third-party
sub-property managers entered into a series of amendments,
assignments and terminations with respect to the then existing
property management arrangements (collectively, the Property
Management Transactions) to the various omnibus assignment,
amendment and termination agreements entered into to the
Framework Agreement. The summary of these agreements contained
herein does not purport to be complete and is subject to, and
qualified in its entirety by, the full text of these agreements,
copies of which are filed as Exhibits 10.5 through 10.14 to this
Current Report on Form 8-K and incorporated herein by reference.

At the consummation of the Property Management Transactions,
among other things:

property management agreements for a total of 69 hotels sub-managed by Crestline (collectively, the Crestline Agreements) were assigned by the Property Manager to Crestline;

property management agreements for a total of five additional hotels (together with the Crestline Agreements, the Long-Term Agreements) are being transitioned to Crestline and the sub-property management agreements with Interstate Management Company, LLC related to these properties will be terminated effective April 3, 2017;

in connection with the assignment of the Long-Term Agreements to Crestline, they were amended as follows:

o	the total property management fee of up to 4.0% of the monthly gross receipts from the properties was reduced to 3.0%;

o	no change to the remaining term (generally 18 to 19 years), which will renew automatically for three five-year terms unless either party provides advance notice of non-renewal;

o

the termination provisions were changed from being generally only terminable by the Company prior to expiration for cause and not in connection with a sale such that, beginning on April 1, 2021, the first day of the 49th month following the Initial Closing, the Company will have an on-sale termination right upon payment of a fee in an amount equal to two and one half times the property management fee in the trailing 12 months, subject to customary adjustments; and

o

if, prior to March 31, 2023, the six years immediately following the Initial Closing, the Company sells a hotel managed to a Long-Term Agreement, the Company has the right to terminate the applicable Long-Term Agreement with respect to any property that is being sold and concurrently replace it with a comparable hotel owned by the Company and managed to a short-term agreement, by terminating that hotels existing property manager and retaining Crestline on the same terms as the Long-Term Agreement being replaced;

the property management agreements with the Property Manager for the Companys 65 other hotels have been terminated and the sub-property managers managing these hotels prior to the Initial Closing will continue to do so following the Initial Closing in accordance with property management agreements with the Companys taxable REIT subsidiaries under the property management terms in effect prior to the Initial Closing.

As consideration for the Property Management Transactions, the
Property Manager received certain consideration in the form of
cash and shares of the Companys common stock from the Company and
the OP to the Framework Agreement.

Assignment and Assumption Agreement

At the Initial Closing, as contemplated by the Framework
Agreement, the Company, the Advisor and AR Global entered into an
Assignment and Assumption Agreement (the Assignment and
Assumption Agreement), to which the Advisor and AR Global
assigned to the Company all rights, titles in interests in the
following assets that are relevant to the Company and the OP (i)
accounting systems, (ii) IT equipment and (iii) certain office
furniture and equipment.

The forgoing summary of the Assignment and Assumption Agreement
contained herein does not purport to be complete and is subject
to, and qualified in its entirety by, the full text of the
Assignment and Assumption Agreement, a copy of which is filed as
Exhibit 10.15 to this Current Report on Form 8-K and incorporated
herein by reference

Mutual Release

At the Initial Closing, as contemplated by and to the Framework
Agreement, the Advisor, the Special Limited Partner, the Property
Manager and Crestline (on behalf of themselves and each of their
respective affiliates), on the one hand, and the Company and the
OP, on the other hand, entered into a general mutual waiver and
release (the Mutual Release), which generally provides for
releases of all claims arising prior to the Initial Closing
(whether known or unknown), except for claims under the Framework
Agreement and related transaction documents. In addition, to the
Framework Agreement, the parties have agreed that existing
indemnification rights under the Companys and the OPs
organizational documents, the Advisory Agreement, certain
property management agreements and the existing indemnification
agreement between the Company, its directors and officers, and
the Advisor and certain of its affiliates survive the Initial
Closing solely with respect to claims from third parties.

The summary of the Mutual Release contained herein does not
purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Mutual Release, a copy of which
is filed as Exhibit 10.16 to this Current Report on Form 8-K and
incorporated herein by reference.

Facilities Use Agreement

The Framework Agreement contemplates that Crestline and the OP
would enter into a Facilities Use Agreement at the Initial
Closing in the form attached to the Framework Agreement (the
Facilities Use Agreement), to which the OP would sublease office
space at Crestlines principal place of business, 3950 University
Drive, Fairfax, Virginia 22030, and would pay a portion of the
total rent equivalent to the portion of the total space used. The
term of the sublease would continue through December 31, 2019,
automatically renewing for successive one-year periods unless
either party delivers written notice to the other at least 120
days prior the expiration of the initial term or any renewal
term. While the Facilities Use Agreement was not entered into at
the Initial Closing, the Company did commence its occupation of
the space at the Initial Closing on the terms contemplated by the
Facilities Use Agreement, and the Company expects to ultimately
enter into the Facilities Use Agreement on the terms contemplated
by the Framework Agreement.

Trademark License Agreement

At the Initial Closing, as contemplated by and to the Framework
Agreement, AR Capital, the Advisor, the Company and the OP
entered into a trademark license agreement (the License
Agreement), to which the Advisor granted the Company and its
affiliates, solely for 90 days following the Initial Closing, a
limited, nonexclusive, non-transferable, non-sublicensable,
royalty-free, fully paid-up, right and license to use certain
trademarks and service marks currently used by the Company in
connection with its existing business in order for the Company
and its affiliates to transition to the use of new trademarks.

The summary of the License Agreement contained herein does not
purport to be complete and is subject to, and qualified in its
entirety by, the full text of the License Agreement, a copy of
which is filed as Exhibit 10.17 to this Current Report on Form
8-K and incorporated herein by reference.

Amendments to Grace Agreements

At the Initial Closing, the Company, through a wholly owned
subsidiary, entered into substantially identical amendments
(together, the Grace Amendments) to the Amended and Restated
Limited Liability Company Agreements (the Grace Agreements) of
HIT Portfolio I Holdco, LLC and HIT Portfolio II Holdco, LLC
(formerly known as ARC Hospitality Portfolio I Holdco, LLC and
ARC Hospitality Portfolio II Holdco, LLC, respectively, and,
together, the Grace Holdcos), each of which is an indirect
subsidiary of the Company and an indirect owner of 115 hotels.

The Grace Agreements were initially entered into on February 27,
2015 to finance a portion of the purchase price of the hotels
through the issuance of preferred equity interests in the Grace
Holdcos (the Grace Preferred Equity Interests). The material
terms of the Grace Preferred Equity Interests are described in
the Companys Current Report on Form 8-K filed with the SEC on
March 5, 2015 and in subsequent periodic filings made by the
Company with the SEC.

The Grace Amendments were entered into in connection with the
Company obtaining the consent of the holders of the Grace
Preferred Equity Interests, W2007 Equity Inns Senior Mezz, LLC,
W2007 Equity Inns Partnership, L.P. and W2007 Equity Inns Trust
(collectively, the Grace Holders), the receipt of which was a
condition to the Brookfield Investors obligation to consummate
the Initial Closing under the SPA. Consistent with the Companys
obligation under the Grace Agreements to use 35% of the proceeds
from any issuances of interests in the Company or any of its
subsidiaries to redeem the Grace Preferred Equity Interests and
the terms of the SPA, the Company redeemed $47.3 million in
liquidation value of Grace Preferred Equity Interests with a
portion of the proceeds from the Initial Closing. to the terms of
the Grace Agreements, the Company is also required to redeem an
additional $19.4 million in liquidation value, representing 50.0%
of the aggregate amount originally issued, by February 27, 2018,
and the remaining $223.5 million in liquidation value by February
27, 2019. The Company also has other redemption obligations to
the Grace Holders, including with respect to the proceeds from
any sale or other liquidations of any of the Companys properties
or certain refinancings. Following the Initial Closing, the
Brookfield Investor has agreed to purchase additional Class C
Units at Subsequent Closings in an aggregate amount not to exceed
$265.0 million. Generally, the proceeds from the sale of Class C
Units at Subsequent Closings may be used to redeem the Grace
Preferred Equity Interests required to be redeemed at or around
the time they are required to be redeemed, and with respect to
the Subsequent Closings, the Company will also have an obligation
under the Grace Agreements to use 35% of the proceeds from any
issuances of interests in the Company or any of its subsidiaries
to redeem the Grace Preferred Equity Interests. However, the
Subsequent Closings are subject to conditions, and may not be
completed on their current terms, or at all.

The Grace Amendments provide for certain changes to provisions
related to transfer restrictions on membership interests in the
Grace Holdcos and the events that would constitute a change in
control of the Company under the Grace Agreements. These changes
reflect both the Companys termination of its external management
relationship with the Advisor as well as the significance of the
investment made by the Brookfield Investor in its capacity as the
holder of Class C Units. The Grace Amendments also amend the
Grace Agreements to reflect that, in connection with the Grace
Holders consenting to the consummation of the Initial Closing,
the Brookfield Investor entered into the following agreements
with the Grace Holders: (i) a payover guarantee, to which the
Brookfield Investor and the Special General Partner agreed that,
if either of them receives any proceeds required under the Grace
Agreements to be used to redeem Grace Preferred Equity Interests,
those proceeds will be paid to the Grace Holders; and (ii) a
standstill agreement to which the Brookfield Investor and certain
of its affiliates agreed that, unless the Grace Preferred Equity
Interests were simultaneously being, or have previously been,
fully redeemed, certain affiliates of the Brookfield Investor
will not be permitted to purchase any interest in the Companys
mortgage and mezzanine loans encumbering the hotels directly
owned by the Grace Holdcos or in any other indebtedness of the
Grace Holdcos or encumbering those hotels.

Other than with respect to the Grace Agreements and as described
herein, there are no material relationships between the Company,
on the one hand, and the Grace Holders, on the other hand.

The summary of the Grace Amendments contained herein does not
purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Grace Amendments, copies of
which are filed as Exhibits 10.18 and 10.19 to this Current
Report on Form 8-K and incorporated herein by reference.

Item 1.02.

Termination of a Material Definitive Agreement.

At the Initial Closing, the Advisory Agreement was terminated to
the Framework Agreement.

The information set forth in Item 1.01 of this Current Report on
Form 8-K under the caption Property Management Transactions is
hereby incorporated by reference into this Item 1.02.

Item 3.03.

Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 of this Current Report on
Form 8-K is hereby incorporated by reference into this Item 3.03.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignations of Kahane and Burns

The resignations of William M. Kahane, from the Board and as
executive chairman, and Robert H. Burns, from the Board, that
were delivered in connection with the Companys entry into SPA
became effective at the Initial Closing.

At the Initial Closing, following approval by a special
compensation committee established by the Board in connection
with the Initial Closing (the Special Compensation Committee),
3,262 unvested restricted shares of the Companys common stock
(restricted shares) owned by Mr. Burns became vested
simultaneously with his resignation as a member of the Board. If
vesting had not been accelerated by the Board, 2,716 of these
unvested restricted shares would have been forfeited upon Mr.
Burns voluntary resignation in accordance with the terms of the
related restricted share award agreements and the Companys
Employee and Director Incentive Restricted Share Plan (the RSP).

Messrs. Kahane and Burns did not resign to any disagreement with
the Company. Messrs. Burns and Kahane have advised the Company
they will no longer be responsible for any part of any
registration statement filed by the Company to and consistent
with 15 U.S.C. 77k(b)(l).

Elections of Mehlman, Wiles, Baron, Joyce and
Glickman

At the Initial Closing, Jonathan P. Mehlman, Bruce G. Wiles and
Lowell G. Baron were elected to the Board effective immediately
following the resignation of Messrs. Kahane and Burns, in
connection with which the Board was expanded from four to five
members. Mr. Wiles was appointed Chairman of the Board in
connection with his election. In addition, at the Initial
Closing, Stephen P. Joyce and Edward A. Glickman were elected as
members of the Board effective upon the filing with the SEC of
the Companys Annual Report on Form 10-K for the year ended
December 31, 2016, in connection with which the Board will be
expanded from five to seven members.

Messrs. Wiles and Baron were elected as the Redeemable Preferred
Directors to the Brookfield Investors rights as the holder of the
Redeemable Preferred Share and to the SPA. Messrs. Wiles and
Baron are both managing partners of Brookfield Asset Management
Inc., an affiliate of the Brookfield Investor, and Mr. Wiles is
also president and chief operating officer of another affiliate
of the Brookfield Investor. Other than as described in this
Current Report on Form 8-K, there are no transactions reportable
under Item 404(a) of Regulation S-K involving Messrs. Wiles or
Baron.

Prior to their election by the Board as independent directors,
Messrs. Joyce and Glickman were approved by the Brookfield
Investor as the Additional Independents to its rights as the
holder of the Redeemable Preferred Share and to the SPA. There
are no transactions reportable under Item 404(a) of Regulation
S-K involving Messrs. Joyce or Glickman.

AR Capital controls, and indirectly owns 95% of the membership
interests in, the ARC Property Manager, and Mr. Mehlman owns the
remaining 5% of the membership interests. AR Capital owns 60% of
the membership interests in Crestline, and Mr. Mehlman has a 5%
profits interest in AR Capitals interests in Crestline. AR
Capital controls, and indirectly owns, the Advisor, and Mr.
Mehlman has a 5% profits interest in the Advisor. Other than as
described in this Current Report on Form 8-K and the Companys
Definitive Proxy Statement on Schedule 14A filed with the SEC on
April 29, 2016, there are no transactions reportable under Item
404(a) of Regulation S-K involving Mr. Mehlman.

Chairman and Committees

In connection with this expansion of the Board, the Board also
approved the establishment of a Compensation Committee of the
Board (the Compensation Committee) and a Nominating and Corporate
Governance Committee of the Board (the NCG Committee). The
charters for these new committees, as well as amended and
restated charters for the existing Audit Committee of the Board
(the Audit Committee) and the existing Conflicts Committee of the
Board (the Conflicts Committee), are available on the Companys
website at www.HITREIT.com.

The composition of the committees of the Board following the
election of these new directors is as follows:

Audit Committee

Stanley R. Perla (Chair)

Edward A. Glickman

Abby M. Wenzel

Compensation Committee

Lowell G. Baron (Chair)

Edward A. Glickman

Stephen P. Joyce

NCG Committee

Bruce G. Wiles (Chair)

Stanley R. Perla

Conflicts Committee

Abby M. Wenzel (Chair)

Stephen P. Joyce

Amendment and Restatement of Employee and Director
Incentive Restricted Share Plan

In connection with the Initial Closing, the Special Compensation
Committee approved and adopted an amendment and restatement of
the RSP (the AR RSP), which currently provides for grants of
restricted shares but not other forms of awards. The amendments
effected by the AR RSP will enable the Company to grant awards to
employees, officers and directors of the Company and its
affiliates of restricted stock units in respect of shares of the
Companys common stock (RSUs), which represent a contingent right
to receive shares of the Companys common stock (or an amount of
cash having an equivalent fair market value) at a future
settlement date, subject to satisfaction of applicable vesting
conditions and/or other restrictions, as set forth in the AR RSP
and an award agreement evidencing the grant of RSUs. In addition,
the Special Compensation Committee approved a form of RSU award
agreement with respect to RSUs that will be awarded to officers
in the future (the RSU Agreement).

The amendments effected by the AR RSP also eliminated provisions
of the RSP under which automatic grants of restricted shares had
been issued to the Companys independent directors and provisions
related to the Company being externally managed. In lieu of
automatic grants of restricted shares, following the Initial
Closing the Companys non-employee directors will receive annual
grants of awards of RSUs or restricted shares for their services
to the Company, as described in more detail below under the
caption Director Compensation Policy.

The summary of the AR RSP and the RSU Agreement contained herein
does not purport to be complete and is subject to, and qualified
in its entirety by, the full text of the AR RSP and the RSU
Agreement, copies of which are filed as Exhibits 10.20 and 10.21
to this Current Report on Form 8-K and incorporated herein by
reference.

Director Compensation Policy

Effective at the Initial Closing, the Special Compensation
Committee adopted a new director compensation policy, which will
apply to all directors who are not employees of the Company. Mr.
Mehlman, as an employee of the Company, will not receive any
compensation for his service on the Board but all other directors
(including, subject to the terms of the CPA (as defined below),
Redeemable Preferred Directors) will receive compensation.

Under the new director compensation policy, directors will be
paid an annual cash retainer in the amount of $100,000 as
consideration for their time and efforts in serving on the Board.
The chairs of the Audit Committee and Compensation Committee will
each receive an additional cash retainer of $15,000, while the
chairs of the Nominating and Corporate Governance Committee and
Conflicts Committee each receive an additional cash retainer of
$10,000. Members of the Audit Committee other than the chair will
each receive an additional cash retainer of $5,000, while members
of the Compensation Committee, Nominating and Corporate
Governance Committee and Conflicts Committee will each receive an
additional cash retainer of $2,500. There will be no additional
fees paid for attending Board or committee meetings. Directors
may be offered an election to receive all or any portion of their
cash retainers in vested shares of the Companys common stock or
RSUs in lieu of cash.

In addition, the director compensation policy contemplates that,
on the first business day in July of each year starting in 2017,
directors will be granted an award of RSUs or restricted shares
(as determined by the Board on the date of grant) having an
aggregate value of $50,000, based on the fair market value of a
share of the Companys common stock (as determined by the Board in
good faith on the date of grant). These RSUs or restricted shares
would become vested on the earlier of the date of the annual
meeting in the year following the year in which the grant date
occurs and the first anniversary of the date of grant, in each
case, subject to continued service on the Board through the
vesting date. If a director resigns prior to any vesting date,
the director would forfeit all unvested RSUs or restricted shares
for no consideration. Vesting of RSUs or restricted shares would
accelerate upon a change in control (as defined in the AR RSP) of
the Company. Unless deferred to a timely election under a
deferred compensation arrangement approved by the Board, vested
RSUs will be settled in shares of the Companys common stock on
the earlier of the date of the termination of their service to
the Board, a change in control, and the third anniversary of
vesting.

Compensation Payment Agreement

At the Initial Closing, the Company, Mr. Baron, Mr. Wiles and an
affiliate of the Brookfield Investor entered into a Compensation
Payment Agreement (the CPA), to which the Company agreed to pay
any director compensation owed to Mr. Baron or Mr. Wiles to the
affiliate of the Brookfield Investor instead.

The summary of the CPA herein does not purport to be complete and
is subject to, and qualified in its entirety by, the full text of
the CPA, a copy of which is filed as Exhibit 10.22 to this
Current Report on Form 8-K and incorporated herein by reference.

Election of Paul C. Hughes as General Counsel and
Secretary

At the Initial Closing, the Board elected Paul C. Hughes to serve
as the Companys general counsel and secretary, effective
immediately.

Prior to this election, Mr. Hughes, 49, served as Senior Vice
President, Counsel Hospitality and had worked at AR Global since
November 2013. Prior to joining AR Capital, the predecessor to AR
Global, Mr. Hughes served as vice president, general counsel and
corporate secretary of CapLease, Inc. (CapLease), a NYSE-listed
REIT, from January 2005 until the consummation, in November 2013,
of the merger of CapLease with and into American Realty Capital
Properties, Inc. (n/k/a VEREIT, Inc.), a NASDAQ-listed REIT,
which was then externally advised by an affiliate of AR Capital.
Prior to joining CapLease, Mr. Hughes was an attorney practicing
in the area of corporate and securities matters at Hunton
Williams LLP from September 2000 until January 2005, and at
Parker Chapin LLP from September 1997 until September 2000. Mr.
Hughes is also a certified public accountant and was employed by
Grant Thornton LLP from January 1989 until June 1997. There are
no transactions reportable under Item 404(a) of Regulation S-K
involving Mr. Hughes.

Executive Employment Agreements

At the Initial Closing, the Company entered into employment
agreements (the Employment Agreements) with each of Mr. Mehlman,
the Companys chief executive officer and president, Edward
Hoganson, the Companys chief financial officer and treasurer (who
also served as the Companys secretary prior to the election of
Mr. Hughes to that position), and Mr. Hughes.

The summary of the Employment Agreements contained herein does
not purport to be complete and is subject to, and qualified in
its entirety by, the full text of the Employment Agreements,
copies of which are filed as Exhibits 10.23, 10.24 and 10.25 to
this Current Report on Form 8-K and incorporated herein by
reference.

Employment Agreement with Mr. Mehlman

to his Employment Agreement, Mr. Mehlman will serve as the
Companys chief executive officer and president from the Initial
Closing through the second anniversary of the Initial Closing,
with automatic one-year renewals at the end of the employment
term (including any renewal employment term) unless either party
delivers written notice of non-renewal at least 90 days prior to
the scheduled expiration of the employment term.

to his Employment Agreement, Mr. Mehlman will receive an annual
base salary of $750,000 and be eligible for an annual bonus upon
achievement of performance goals based on the achievement of
individual and Company performance goals previously established
by the Board after consultation with Mr. Mehlman. Mr. Mehlmans
target annual bonus will be 130% of his base salary, Mr. Mehlmans
threshold annual bonus will be 67% of his base salary and Mr.
Mehlmans maximum annual bonus will be 225% of his base salary,
with the actual annual bonus determined in the sole discretion of
the Board, except that for the fiscal year ending December 31,
2017, Mr. Mehlmans bonus will be no less than 67% of his base
salary. Mr. Mehlman will be eligible to participate in the
employee benefits generally provided to employees, subject to the
satisfaction of eligibility requirements, and will receive a
whole life insurance policy with a death benefit of at least
$500,000 and a health club membership.

Mr. Mehlman will be eligible to participate in the Companys
long-term incentive program (the LTIP) during his employment. Mr.
Mehlman will receive an initial LTIP award on the first business
day of July 2017, subject to his continued employment through
that date, consisting of 35,000 RSUs vesting 25% per year on each
of the first four anniversaries of the grant date, subject to his
continued employment through each applicable vesting date.
Thereafter, for each fiscal year beginning with the 2017, Mr.
Mehlman will be eligible to receive an annual LTIP award of RSUs,
vesting 25% per year on each of the first four anniversaries of
the grant date, subject to continued employment through each
applicable vesting date. Annual LTIP awards will be granted by
February 15 in the first quarter of the year following the year
to which the annual LTIP award relates, subject to Mr. Mehlmans
continued employment through the date of grant. Under his
Employment Agreement, Mr. Mehlmans target annual LTIP award is
135,000 RSUs, with the actual number of RSUs comprising the
annual LTIP award for any year to be determined by the Board in
its sole discretion based on the achievement of Company
performance goals established by the Board after consultation
with Mr. Mehlman.

If Mr. Mehlmans employment is terminated by the Company without
cause or by Mr. Mehlman for good reason (as such terms are
defined in his Employment Agreement) or upon expiration following
non-renewal of the employment term by the Company, then Mr.
Mehlman would be entitled to receive accrued salary and earned
bonuses, to the extent unpaid, a pro-rata annual bonus for the
year of termination based on actual performance for the full
fiscal year, and immediate vesting of his outstanding and
unvested equity awards. In addition, Mr. Mehlman would receive an
aggregate amount equal to the sum of (i) the greater of (x) one
and one-half times his annual base salary and (y) his annual base
salary payable through the remainder of the initial employment
term (the Salary Amount), plus (ii) the greater of (x) the annual
bonus paid to him in the most recently completed fiscal year
preceding the date of termination and (y) the average annual
bonus paid to him for the three most recently completed fiscal
years preceding the date of termination (the Bonus Amount), with
such amount payable in equal payments over 12 months (or if
longer, the remainder of the initial employment term) (the
Severance Period), and continued payment or reimbursement by the
Company for his life, disability, dental, and health insurance
coverage, on a monthly basis, for the longer of (x) the Severance
Period and (y) 18 months following termination, to the same
extent that the Company paid for such coverage during his
employment; provided, however, if such termination occurs within
12months following a change in control of the Company (as defined
in the Employment Agreements), then he will receive a lump sum
payment equal to two times the Salary Amount plus three times the
Bonus Amount, and up to 24 months continuation of life,
disability, dental, and health insurance coverage. The foregoing
severance payments and benefits generally are conditioned on
timely execution and delivery (without revocation) of a release
of claims by Mr. Mehlman.

Mr. Mehlmans Employment Agreement also generally provides that
Mr. Mehlman will be subject to perpetual non-disclosure
obligations with respect to confidential information and, during
his employment and for a period of 12 months after termination,
restrictions against disparaging the Company, soliciting the
Companys employees, clients and investors, and, if severance is
paid, competing with the Company.

Employment Agreements with Messrs. Hoganson and Hughes

to their respective Employment Agreements, Mr. Hoganson will
serve as the Companys chief financial officer and treasurer, and
Mr. Hughes will serve as the Companys general counsel and
secretary, from the Initial Closing through the first anniversary
of the Initial Closing, with automatic one-year renewals at the
end of the employment term (including any renewal employment
term) unless either party delivers written notice of non-renewal
at least 90 days prior to the scheduled expiration of the
employment term.

to their respective Employment Agreements, each of Messrs.
Hoganson and Hughes will receive an annual base salary of
$375,000 and be eligible for an annual bonus upon achievement of
performance goals based on the achievement of individual and
Company performance goals previously established by the Board
after consultation with the Companys chief executive officer. In
addition, each of Messrs. Hoganson and Hughes will have a target
annual bonus equal to 75% of his base salary, a threshold annual
bonus equal to 50% of his base salary and a maximum annual bonus
equal to 150% of his base salary, with the actual annual bonus
determined in the sole discretion of the Board, except that for
the fiscal year ending December 31, 2017, the bonus for each of
Messrs. Hughes and Hoganson will be no less than 50% of his base
salary. Messrs. Hoganson and Hughes will be eligible to
participate in the employee benefits generally provided to
employees, subject to the satisfaction of eligibility
requirements. Under his Employment Agreement, the Company has
agreed to continue to pay or reimburse Mr. Hughes for the cost of
the annual premiums for certain existing life and disability
insurance policies.

During employment with the Company, each of Messrs. Hoganson and
Hughes will be eligible to participate in the LTIP. Each of
Messrs. Hoganson and Hughes will receive an initial LTIP award on
the first business day of July 2017, subject to his continued
employment through that date, consisting of 8,750 RSUs vesting
25% per year on each of the first four anniversaries of the grant
date, subject to continued employment through each applicable
vesting date. Thereafter, for each fiscal year beginning with the
2017 fiscal year, each of Messrs. Hoganson and Hughes will be
eligible to receive an annual LTIP award of RSUs, granted by
February 15 in the first quarter of the year following the year
to which the annual LTIP award relates, subject to continued
employment through the date of grant. The annual LTIP award will
vest 25% per year on each of the first four anniversaries of the
grant date, subject to continued employment through each
applicable vesting date. Under their respective Employment
Agreements, the target annual LTIP award for each of Messrs.
Hoganson and Hughes is 33,250 RSUs, with the actual number of
RSUs comprising their annual LTIP awards for any year to be
determined by the Board in its sole discretion based on the
achievement of Company performance goals established by the Board
after consultation with the Companys chief executive officer.

If the employment of either of Messrs. Hoganson or Hughes is
terminated by the Company without cause or by either of Messrs.
Hoganson or Hughes for good reason (as such terms are defined in
the applicable Employment Agreement) or upon expiration following
non-renewal of the employment term by the Company, then either of
Messrs. Hoganson or Hughes would be entitled to receive accrued
salary and earned bonuses, to the extent unpaid, a pro-rata
annual bonus for the year of termination based on actual
performance for the full fiscal year, and immediate vesting of
his outstanding and unvested equity awards. In addition, either
of Messrs. Hoganson or Hughes would receive an aggregate amount
(the Severance Amount) equal to the sum of (i) his annual base
salary, plus (ii) the greater of (x) the annual bonus paid to him
in the most recently completed fiscal year preceding the date of
termination and (y) the average annual bonus paid to him for the
three most recently completed fiscal years preceding the date of
termination, payable over 12 months, as well as continued payment
or reimbursement by the Company for his life, disability, dental,
and health insurance coverage for 12 months to the same extent
that the Company paid for such coverage during his employment;
provided, however, if such termination occurs within 12 months
following a change in control of the Company (as defined in the
Employment Agreements), then either of Messrs. Hoganson or Hughes
will receive a lump sum payment equal to two times the Severance
Amount and continuation of life, disability, dental, and health
insurance coverage for up to 24 months. The foregoing severance
payments and benefits generally are conditioned on timely
execution and delivery (without revocation) of a release of
claims by either of Messrs. Hoganson or Hughes.

The Employment Agreements for Messrs. Hoganson and Hughes also
generally provide that each will be subject to perpetual
non-disclosure obligations with respect to confidential
information and, during his employment and for a period of 12
months after termination, restrictions against disparaging the
Company, soliciting the Companys employees, clients and
investors, and, if severance is paid, competing with the Company.

Indemnification Agreements

In connection with the election of each of Messrs. Wiles, Baron,
Joyce and Glickman as a director of the Company and the election
of Mr. Hughes as an officer of the Company, the Company entered
into an indemnification agreement with each of them. In addition,
the Company entered into new indemnification agreements with each
of its continuing directors, Mr. Perla and Ms. Wenzel, and each
of its continuing officers, Mr.. Mehlman (who was also elected as
a director, and, as such, also entered into his indemnification
agreement in such capacity) and Mr. Hoganson. These new
indemnification agreements (collectively, the Indemnification
Agreements) are based on substantially the form attached as an
exhibit to the SPA. Under the Indemnification Agreements, each
new and continuing director or officer of the Company will be
indemnified by the Company to the maximum extent permitted by
Maryland law for certain liabilities and will be advanced certain
expenses that have been incurred as a result of actions brought,
or threatened to be brought, against him or her as a director or
officer of the Company as a result of his or her service, subject
to the limitations set forth in the Indemnification Agreements.
The Indemnification Agreements entered into with Messrs. Wiles
and Baron also include certain other agreements with respect to
certain indemnification obligations and other obligations of the
Brookfield Investor that are intended to be secondary to the
indemnification and other obligations of the Company under such
Indemnification Agreements.

The summary of the Indemnification Agreements contained herein
does not purport to be complete and is subject to, and qualified
in its entirety by, the full text of the form of the
Indemnification Agreements, a copy of which is filed as Exhibit
10.26 to this Current Report on Form 8-K and incorporated herein
by reference.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Charter Amendment

In connection with the Initial Closing, the Company filed an
amendment to the Charter solely to change the name of the Company
from American Realty Capital Hospitality Trust, Inc. to
Hospitality Investors Trust, Inc. (the Charter Amendment) with
the SDAT, which became effective upon filing.

The summary of the Charter Amendment contained herein does not
purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Charter Amendment, a copy of
which is filed as Exhibit 3.1 to this Current Report on Form 8-K
and incorporated herein by reference.

Articles Supplementary

The information set forth in Item 1.01 of this Current Report on
Form 8-K under the caption Articles Supplementary is hereby
incorporated by reference into this Item 5.03.

Change to Aggregate Share Ownership
Limit

In connection with the Initial Closing, the Company filed a
Certificate of Notice (the Notice) with the SDAT with respect to
the Boards determination to decrease the Aggregate Share
Ownership Limit to 4.9% in value of the aggregate of the
outstanding shares of Capital Stock (as defined in the Charter)
and not more than 4.9% in value or in number of shares, whichever
is more restrictive, of any class or series of shares of Capital
Stock. The decreased Aggregate Share Ownership Limit will not be
effective for any person whose percentage ownership of Capital
Stock is in excess of such decreased Aggregate Share Ownership
Limit at the time of the Notice until such time as such persons
percentage of Capital Stock equals or falls below the decreased
Aggregate Share Ownership Limit, but any further acquisition of
Capital Stock in excess of the decreased Aggregate Share
Ownership Limit is prohibited.

The summary of the Notice contained herein does not purport to be
complete and is subject to, and qualified in its entirety by, the
full text of the Notice, a copy of which is filed as Exhibit 3.3
to this Current Report on Form 8-K and incorporated herein by
reference.

Amendment to Bylaws

At the Initial Closing, the amendment and restatement of the
Companys bylaws (the AR Bylaws) contemplated by the SPA became
effective. The amendments to the Companys bylaws reflected in the
AR Bylaws generally give effect to the rights of the holder of
the Redeemable Preferred Share and the role of the Redeemable
Preferred Directors under the Articles Supplementary. The AR
Bylaws also give effect to other clarifications and revisions to
the Companys bylaws, including the removal of the Advisor and its
affiliates from the provisions related to indemnification and the
advancement of expenses.

The summary of the AR Bylaws contained herein does not purport to
be complete and is subject to, and qualified in its entirety by,
the full text of the AR Bylaws, a copy of which is filed as
Exhibit 3.4 to this Current Report on Form 8-K and incorporated
herein by reference.

Item 7.01.

Other Events.

Press Release

On March 31, 2017, the Company issued a press release announcing
the Initial Closing and related information.

A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K. Such press release shall not be
deemed filed for any purpose, including for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liabilities of
that Section. The information in Item 7.01, including Exhibit
99.1, shall not be deemed incorporated by reference into any
filing under the Exchange Act or the Securities Act, regardless
of any general incorporation language in such filing.

Item 8.01.

Other Events.

Termination ofShare Repurchase Program

On March 31, 2017, as authorized by the Board, the Companys
Amended and Restated Share Repurchase Program was terminated
effective as of April 30, 2017.

Valuation Guidelines

At the Initial Closing, the Board amended its previously adopted
valuation guidelines which are used in connection with
determining the estimated net asset value per share of the
Companys common stock (Estimated Per-Share NAV). These amendments
to the valuation guidelines provide that, following the Initial
Closing, the Company, and not the Advisor, will calculate
Estimated Per-Share NAV taking into consideration the appraisals
of the Companys real estate assets performed by an independent
valuation firm and in accordance with the other relevant
provisions of the valuation guidelines, and that the Company, and
not the Advisor, will review valuations established by the
independent valuation firm for consistency with the valuation
guidelines and the reasonableness of the independent valuation
firms conclusions. The Board will continue to oversee calculation
and reviews and will maintain the authority and responsibility
for approving the valuation and determining Estimated Per-Share
NAV. The Board last determined an Estimated Per-Share NAV on July
1, 2016, which was published on the same day, and it is currently
anticipated that the Company will publish an updated Estimated
Per-Share NAV on at least an annual basis.

Forward-Looking Statements

The statements in this Current Report on Form 8-K that are not
historical facts may be forward-looking statements. These
forward-looking statements involve substantial risks and
uncertainties. Actual results or events could differ materially
from the plans, intentions and expectations disclosed in the
forward-looking statements the Company makes. Forward-looking
statements may include, but are not limited to, statements
regarding stockholder liquidity and investment value and returns.
The words anticipates, believes, expects, estimates, projects,
plans, intends, may, will, would, and similar expressions are
intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words.
Factors that might cause such differences include, but are not
limited to: the Companys ability to obtain additional debt or
equity financing to meet its capital needs, to Subsequent
Closings, which are subject to conditions, or otherwise; risks
associated with the Companys transition to self-management to the
Framework Agreement; risks associated with potential conflicts of
interest with the Brookfield Investor, which may not be resolved
in favor of the Company or its stockholders; the Companys ability
to complete its pending acquisitions of hotels on the current
terms, or at all; changes in interest rates; the effect of
general market, real estate market, economic and political
conditions, including global credit market conditions; the effect
of market conditions that affect all hotel properties and risks
common to the hotel industry; the Companys ability to make
scheduled payments on its debt and preferred equity obligations,
as well as distributions payable with respect to Class C Units;
the degree and nature of the Companys competition; the
availability of qualified personnel to the Company and its
property managers, including Crestline; the Companys ability to
qualify and maintain qualification as a REIT; and other factors,
many of which are beyond Companys control, including other
factors included in the Companys reports filed with the SEC,
particularly in the Risk Factors and Managements Discussion and
Analysis of Financial Condition and Results of Operations
sections of the Companys latest Annual Report on Form 10-K for
the year ended December 31, 2015, filed with the SEC on March 28,
2016, as such Risk Factors may be updated from time to time in
subsequent reports. The Company does not assume any obligation to
update any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

ExhibitNo.		Description
3.1		Articles of Amendment for Hospitality Investors Trust, Inc. filed with the State Department of Assessments and Taxation of Maryland on March 31, 2017.
3.2		Articles Supplementary of Hospitality Investors Trust, Inc. filed with the State Department of Assessments and Taxation of Maryland on March 31, 2017.
3.3		Certificate of Notice of Hospitality Investors Trust, Inc. filed with the State Department of Assessments and Taxation of Maryland on March 31, 2017.
3.4		Amended and Restated Bylaws of Hospitality Investors Trust, Inc.
4.1		Form of Stock Certificate of the Redeemable Preferred Share.
4.2		Amended and Restated Agreement of Limited Partnership of Hospitality Investors Trust Operating Partnership L.P., dated as of March 31, 2017, by and among Hospitality Investors Trust, Inc., Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC and BSREP II Hospitality II Special GP OP LLC.
10.1		Ownership Limit Waiver Agreement, dated as of March 31, 2017, between Hospitality Investors Trust, Inc. and Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC.
10.2		Registration Rights Agreement, dated as of March 31, 2017, by and among Hospitality Investors Trust, Inc., Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, American Realty Capital Hospitality Advisors, LLC and American Realty Capital Hospitality Properties, LLC.
10.3		Transition Services Agreement, dated as of March 31, 2017, by and among American Realty Capital Hospitality Advisors, LLC, Hospitality Investors Trust, Inc. and Hospitality Investors Trust Operating Partnership, L.P.
10.4		Transition Services Agreement, dated as of March 31, 2017, by and among Crestline Hotels Resorts LLC, Hospitality Investors Trust, Inc. and Hospitality Investors Trust Operating Partnership, L.P.
10.5		Assignment and Amendment of Current Management Agreement, dated as of March 31, 2017, by and among American Realty Capital Hospitality Grace Portfolio, LLC, Crestline Hotels Resorts, LLC, HIT Portfolio I TRS, LLC, HIT Portfolio I NTC TRS, LP and HIT Portfolio I MISC TRS, LLC.
10.6		Assignment and Amendment of Current Management Agreement, dated as of March 31, 2017, by and among American Realty Capital Hospitality Grace Portfolio, LLC, Crestline Hotels Resorts, LLC, HIT Portfolio II NTC TRS, LP, HIT Portfolio II TRS, LLC and HIT Portfolio II MISC TRS, LLC.
10.7		Assignment and Amendment of Management Agreement, dated as of March 31, 2017, by and among American Realty Capital Hospitality Grace Portfolio, LLC, Crestline Hotels Resorts, LLC, HIT Portfolio I TRS, LLC, HIT Portfolio I NTC TRS, LP, HIT Portfolio II NTC TRS, LP, HIT Portfolio I DEKS TRS, LLC and HIT Portfolio I KS TRS, LLC.
10.8		Assignment and Amendment of Crestline SWN Management Agreement, dated as of March 31, 2017, by and among American Realty Capital Hospitality Properties, LLC, Crestline Hotels Resorts, LLC, HIT SWN INT NTC TRS, LP, HIT SWN TRS, LLC and HIT SWN CRS NTC TRS, LP.
10.9		Assignment and Amendment of Management Agreement, dated as of March 31, 2017, by and among American Realty Capital Hospitality Properties, LLC, Crestline Hotels Resorts, LLC, HIT TRS Baltimore, LLC, HIT TRS Providence, LLC, HIT TRS GA Tech, LLC and HIT TRS Stratford, LLC.

10.10		Omnibus Agreement for Termination of Sub-Management Agreements, dated as of March 31, 2017, by and among American Realty Capital Hospitality Grace Portfolio, LLC, American Realty Capital Hospitality Properties, LLC, Crestline Hotels Resorts, LLC and Crestline Hotels Ohio BEVCO, LLC.
10.11		Omnibus Agreement for Termination of Management Agreements, dated as of March 31, 2017, by and among HIT Portfolio I HIL TRS, LLC, HIT Portfolio I NTC HIL TRS, LP, HIT Portfolio II HIL TRS, LLC, HIT II NTC HIL TRS, LP, HIT Portfolio I MCK TRS, LLC, HIT Portfolio I NTC TRS, LP, HIT Portfolio II MISC TRS, LLC, HIT Portfolio II NTC TRS, LP, HIT Portfolio I MISC TRS, LLC, HIT SWN INT NTC TRS LP, HIT SWN TRS, LLC, American Realty Capital Hospitality Grace Portfolio, LLC and American Realty Capital Hospitality Properties, LLC.
10.12		Omnibus Assignment and Amendment of Management Agreement, dated as of March 31, 2017, by and among American Realty Capital Hospitality Grace Portfolio, LLC, HIT Portfolio I HIL TRS, LLC, HIT Portfolio I NTC HIL TRS, LP, HIT Portfolio II HIL TRS, LLC, HIT Portfolio II NTC HIL TRS, LP, Hampton Inns Management LLC and Homewood Suites Management LLC.
10.13		Assignment and Amendment of Management Agreements, dated as of March 31, 2017, by and among American Realty Capital Hospitality Grace Portfolio, LLC, HIT Portfolio I MCK TRS, LLC, HIT Portfolio I NTC TRS, LP, HIT Portfolio II NTC TRS, LP, HIT Portfolio II MISC TRS, LLC and McKibbon Hotel Management, Inc.
10.14		Assignment and Amendment of Management Agreements, dated March 31, 2017, by and among American Realty Capital Hospitality Grace Portfolio, LLC, HIT Portfolio I MISC TRS, LLC and Innventures IVI, LP.
10.15		Assignment and Assumption Agreement, dated March 31, 2017, by and among American Realty Capital Hospitality Advisors, LLC, AR Global Investment, LLC and Hospitality Investors Trust Operating Partnership, L.P.
10.16		Mutual Waiver and Release, dated as of March 31, 2017 by and among American Realty Capital Hospitality Advisors, LLC, American Realty Capital Hospitality Properties, LLC, American Realty Capital Hospitality Grace Portfolio, LLC, Crestline Hotels Resorts, LLC, Hospitality Investors Trust, Inc., Hospitality Investors Trust Operating Partnership, L.P., American Realty Capital Hospitality Special Limited Partnership, LLC and Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC.
10.17		Trademark License Agreement, dated as of March 31, 2017, by and between (i) AR Capital, LLC and American Realty Capital Hospitality Advisors, LLC and (ii) Hospitality Investors Trust, Inc. and Hospitality Investors Trust Operating Partnership, L.P.
10.18		First Amendment, dated as of March 31, 2017, to the Amended and Restated Limited Liability Company Agreement of HIT Portfolio I Holdco, LLC, dated as of February 27, 2015.
10.19		Second Amendment, dated as of March 31, 2017, to the Amended and Restated Limited Liability Company Agreement of HIT Portfolio II Holdco, LLC, dated as of February 27, 2015.

10.20		Amended and Restated Employee and Director Incentive Restricted Share Plan of Hospitality Investors Trust, Inc.
10.21		Form of Restricted Share Unit Award Agreement (Officers).
10.22		Compensation Payment Agreement, dated as of March 31, 2017, by and among Hospitality Investors Trust, Inc., Lowell G. Baron, Bruce G. Wiles and BSREP II Hospitality II Board LLC.
10.23		Employment Agreement, dated as of March 31, 2017, by and between Jonathan P. Mehlman and Hospitality Investors Trust, Inc.
10.24		Employment Agreement, dated as of March 31, 2017, by and between Edward Hoganson and Hospitality Investors Trust, Inc.
10.25		Employment Agreement, dated as of March 31, 2017, by and between Paul C. Hughes and Hospitality Investors Trust, Inc.
10.26		Form of Indemnification Agreement.
99.1		Press Release dated March 31, 2017.

Hospitality Investors Trust, Inc. (SGX:Q1P) Recent Trading Information

Hospitality Investors Trust, Inc. (SGX:Q1P) closed its last trading session at with 1,108,500 shares trading hands.