Any consent or waiver given by the Noteholder of this Subordinated Note shall be conclusive and binding upon such Noteholder and upon all future Noteholders of this Subordinated Note and of any Subordinated Note issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Subordinated Note. No delay or omission of Noteholder to exercise any right or remedy accruing upon any Event of Default shall impair such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Any insured depository institution which shall be a Noteholder or which otherwise shall have any beneficial ownership interest in this Subordinated Note shall, by its acceptance of such Subordinated Note (or beneficial interest therein), be deemed to have waived any right of offset with respect to the indebtedness evidenced thereby.

Limited Consent and Waiver. Upon satisfaction or waiver of the conditions set forth in Section 4 of this Amendment, the Lenders signatory hereto hereby # consent to the consummation of the Beckham Acquisition and the transactions contemplated to occur in connection therewith pursuant to the terms of, and as contemplated by, the Beckham Merger Agreement and # waive any Event of Default occurring prior to the date hereof in connection with actions undertaken in contemplation of, and to facilitate, the Beckham Acquisition.

You agree and acknowledge that, for the purposes of our ongoing monitoring of the Facility and to assist us to manage our risks under the Facility, we may wish to provide information about you and the Facility to a service provider (including any service provider located outside Australia). You irrevocably consent to this occurring, provided at all times that the service provider has obligations of confidentiality to us.

Consent and Affirmation. Without limiting the generality of the foregoing, by its execution hereof, # each of the Borrower and the Subsidiary Guarantors hereby to the extent applicable as of the Amendment No. 3 Effective Date consents to this Amendment and the transactions contemplated hereby and # each of the Borrower and the Subsidiary Guarantors hereby to the extent applicable as of the Amendment No. 3 Effective Date # agrees that the Guarantee and Security Agreement and each of the other Security Documents is in full force and effect, # confirms its guarantee (solely in the case of the Subsidiary Guarantors[[Borrower:Organization]] and affirms its obligations under the Guarantee and Security Agreement and confirms its grant of a security interest in its assets as Collateral for the Secured Obligations (as defined in the Guarantee and Security Agreement[[Borrower:Organization]], and # acknowledges and affirms that such guarantee and/or grant, as applicable, is in full force and effect in respect of, and to secure, the Secured Obligations (as defined in the Guarantee and Security Agreement ).

Waiver and Consent. The Borrower has # formed Exantas Phili Holdings, LLC, a wholly owned Subsidiary of the Borrower (“HGI Sub”), and transferred a Loan Asset, Hilton Garden Inn, Philadelphia, to HGI Sub, # formed 65 E. Wacker Holdings, LLC, a wholly owned Subsidiary of the Borrower (“Wacker Sub”), and intends to transfer a Loan Asset, 65 E. Wacker, to Wacker Sub, and # formed Plymouth Meeting Holdings, LLC, a wholly owned Subsidiary of the Borrower (“Plymouth Sub”), and intends to transfer a Loan Asset, Plymouth, to Plymouth Sub (collectively, the “Specified Events”). Notwithstanding anything to the contrary in the Loan and Servicing Agreement, and in reliance on the representations and warranties and covenants set forth herein, the Lenders hereby consent to, and waive any Event of Default that occurred solely because of, the Specified Events. The foregoing waiver and consent is limited to the Specified Events and shall not be deemed to be a waiver or consent to any future action, including the formation of any additional Subsidiaries.

Effective at Closing, and by executing this Agreement below, each Stockholder agrees to the following: # in the event the closing volume weighted average closing price (“VWAP”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), for the five (5) trading days immediately preceding each Quarterly Dividend payment date, is $0.35 or above, the Company would have the right and option to either # pay the Stockholders the Quarterly Dividend according to the terms of the Series A Certificate, or # by delivering written notice to each Stockholder (“Notice”) require that each Stockholder convert at least one quarter (¼) of the Series A Preferred beneficially owned by each Stockholder into the same number of Series A-1 Preferred, and upon receipt of such Notice, each Stockholder agrees to surrender to the Company for cancellation on the books and records of the Company such Series A Preferred cancelled as a result of the foregoing; # in the event the closing VWAP of the Company’s Common Stock for the five (5) trading days immediately preceding each Quarterly Dividend payment date, is less than $0.35, each Stockholder agrees to convert at least one quarter (¼) of the Series A Preferred beneficially by such Stockholder into the same number of Series A-1 Preferred, which conversion shall occur automatically without further action required by each such Stockholder; and # the creation of # Series A-1 Preferred that ranks pari passu with the Series A Preferred, # Series C-1 Convertible Preferred Stock (“Series C-1 Preferred”), the terms and conditions of which are set forth in Certificate of Designations of Rights, Preferences, Privileges and Limitations of Series C-1 Preferred attached hereto as [Exhibit B] (“Series C-1 Certificate”), and # a newly created series of Preferred Stock (“Senior Preferred”), which Senior Preferred shall rank senior to the Series A Preferred and Series A-1 Preferred, provided that such Senior Preferred is only created and issued upon or concurrent with the consummation of a financing resulting in gross proceeds to the Company of at least $10.0 million (“Qualified Financing”). In the event the Company consummates a Qualified Financing, the Company may continue to offer such Senior Preferred until December 31, 2020; provided, however, the stated value of such Senior Security that may be offered and sold by the Company in connection with a Qualified Financing shall not exceed $15.0 million (“QF Maximum”); provided, further, that such QF Maximum shall not include any Senior Preferred issued to beneficial owners of Series C Preferred or Series C-1 Preferred issued by the Company in connection with the exercise of the Series C Option defined in Section 3(b) below.

Waiver and Consent. The Preferred Stockholder consents to the transactions contemplated hereby and agrees to waive any notice or other procedural requirement imposed upon the Company in connection with such transactions (including, without limitation, pursuant to [Section 4(b)] of the Stockholders Agreement).

Waiver and Consent. To the fullest extent permitted by law, the Maker hereby waives demand, presentment, protest, notice of dishonor, suit against or joinder of any other person, and all other requirements necessary to charge or hold the Maker liable under this Note.

Authority and Consent. Lessee and Lessor each represent and warrant to the other that each person executing this Agreement on behalf of each party is duly authorized to execute and deliver this Agreement on behalf of that party. Lessor represents and warrants that it has obtained the consent to this Agreement from any Lender.

LANDLORD CONSENT AND WAIVER. Landlord shall, within 10 business days after receipt of a written request from Tenant, execute and deliver a landlord lien waiver and consent in the form of Exhibit I hereto in favor of those parties as are reasonably requested by Tenant (including a lender to Tenant).