Exhibit 10.1

LUXURBAN HOTELS INC.
NONEXECUTIVE CHAIRMAN OF THE BOARD AGREEMENT

This NONEXECUTIVE CHAIRMAN OF THE BOARD AGREEMENT (this “Agreement”) is entered into by and between LuxUrban Hotels Inc., a Delaware corporation (the “Company”), and Elan J. Blutinger (the “Mr. Blutinger” or “Chairman”), effective as of April 22, 2024 (the “Effective Date”).

WHEREAS, Mr. Blutinger and the Company desire to formally set forth the terms under which Mr. Blutinger shall serve as the Nonexecutive Chairman of the Board of the Company.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Chairman hereby agree as follows:

1. Role and Duties.

(a) General. Mr. Blutinger shall serve as the Chairman of the Board of the Company in a nonexecutive, nonemployee capacity. The Chairman shall be allowed to provide his services remotely (the “Remote Location”) and as needed travel for the benefit of the Company. The Chairman shall have such duties and responsibilities commensurate with the Chairman’s position including the duties of the Chairman as set forth in the Company’s amended and restated bylaws and such other services as generally attendant to such role and title. The Chairman shall perform his duties and responsibilities hereunder to the best of his abilities and in a diligent, trustworthy, business-like and efficient manner.

(b) Duty. For so long as he serves as Chairman, Mr. Blutinger shall faithfully serve the Company and shall use his best efforts to promote and serve the interests of the Company. Further, unless the Company consents in writing, the Chairman shall not, directly or indirectly, render services to any other person or organization or otherwise engage in activities that would interfere significantly with the Chairman’s faithful performance of the Chairman’s duties hereunder. He shall provide such time as reasonably necessary to fulfill the duties of his office but nothing set forth herein shall be deemed to require that he devote all or substantially all of his business time to his duties hereunder. Notwithstanding the foregoing, the Chairman may (i) serve on one corporate board, provided the Chairman receives prior permission from the Board of Directors (the “Board”); and (ii) serve on corporate, civic, children sports organization or charitable boards or engage in charitable activities without remuneration therefor, provided that such activity does not contravene the first sentence of this Section 1(b).

2. Term of Engagement. Mr. Blutinger shall serve as Chairman hereunder for a period of three (3) years, unless this Agreement is otherwise terminated as set forth in this Agreement or he no longer serves as director of the Company.

3. Compensation. Subject to the provisions of this Agreement, the Company shall pay and provide the following compensation to the Chairman during the Term as compensation for services rendered hereunder, such compensation being in lieu of and not in addition to the compensation paid by the Company to independent directors of the Company under its independent director compensation plan or policy then in effect:

(a) Annual Fee. The Company shall pay to the Chairman an annual salary (the “Annual Fee”) at the rate of $100,000 payable in substantially equal installments at such intervals as may be determined by the Company in accordance with the Company’s then-current ordinary payroll practices as established from time to time. To the extent Annual Fee is increased, then the defined term “Annual Fee” shall also be increased by the same amount for all purposes of this Agreement, without the need for an amendment.

(b) Equity Awards. The Chairman shall be granted 250,000 restricted shares of the Company’s common stock for each year he serves as the Chairman under the terms of this Agreement, which shall be subject to the terms, vesting schedule and restrictions set forth in the Restricted Stock Grant Award Agreement attached hereto as Exhibit A.

(c) Insurance. During the Term, the Company shall pay the Chairman an annual amount on each January 15th during the Term equal to the documented cost of health insurance maintained by the Chairman personally for him, his spouse and any dependent children up to $25,000 per year.

(d) Expenses. The Chairman shall be entitled to reimbursement of business expenses from the Company that are incurred in the ordinary course of business including travel from the Chairman’s Remote Location for Company matters. If possible, the Chairman shall stay at Company properties and if travel distances are lengthy the Chairman may choose a higher class of services. The Company shall reimburse the Chairman for all cellular phone service costs incurred by him during the Term for business purposes.

(e) Indemnification. Concurrently with the execution of this Agreement, the Company and the Chairman are executing and delivering the Indemnification Agreement in the form attached hereto as Exhibit B, which is incorporated into this Agreement by reference (together with any subsequently amended or restated versions thereof). Additionally, to the fullest extent permitted by the indemnification provisions of the Articles of Incorporation and Bylaws of the Company in effect from time to time and the indemnification provisions of the corporate statute of the jurisdiction of the Company’s incorporation in effect from time to time (collectively the “Indemnification Provisions”), and in each case subject to the conditions thereof, the Company shall (i) indemnify the Chairman, as a director and officer of the Company or a trustee or fiduciary of an employee benefit plan of the Company against all liabilities and reasonable expenses that the Chairman may incur in any threatened, pending, or completed action, suit or proceeding, whether civil, criminal or administrative, or investigative and whether formal or informal, because the Chairman is or was a director or officer of the Company or a trustee or fiduciary of such employee benefit plan, and against which the Chairman may be indemnified by the Company, and (ii) pay for or reimburse the reasonable expenses incurred by the Chairman in the defense of any proceeding to which the Chairman is a party because the Chairman is or was a director or officer of the Company or a trustee or fiduciary of such employee benefit plan. Further, to the extent that the Company maintains a directors’ and officers’ liability insurance policy (or policies), or an errors and omissions liability insurance policy (or policies), in place covering individuals who are current or former officers or directors of the Company, the Chairman shall be entitled to coverage under such policies on the same terms and conditions (including, without limitation, with respect to scope, exclusions, amounts and deductibles) as are available to other senior executives of the Company, while the Chairman is engaged with the Company and thereafter until the sixth anniversary of the Chairman’s termination date; provided, however, that nothing in this Agreement shall require the Company to purchase or maintain any such insurance policy.

4. Rights Upon a Termination.

(a) Termination by the Company for Cause or by the Chairman Without Good Reason. If the Chairman’s engagement is terminated by the Company for Cause, or the Chairman voluntarily terminates his engagement without Good Reason, then the Chairman shall receive only the following from the Company: (i) any unpaid Annual Fee accrued through the termination date, (ii) rights, if applicable, to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), and (iii) a lump sum payment for any previously unreimbursed business expenses incurred by the Chairman on behalf of the Company during the Term (collectively, such (i) through (iii) being the “Accrued Rights”).

(i) For purposes of this Agreement, the term “Cause” shall mean a termination by the Company of the Chairman’s engagement because of: (A) any act or omission that constitutes a material breach by the Chairman of any of his obligations under this Agreement; (B) the Chairman’s conviction of, or plea of nolo contendere to, (1) any felony or (2) another crime involving dishonesty or moral turpitude or which could reflect negatively upon the Company or otherwise impair or impede its operations; (C) the Chairman engaging in any misconduct, negligence, act of dishonesty, violence or threat of violence (including any violation of federal securities laws) that is materially injurious to the Company; (D) the Chairman’s willful and repeated refusal to follow the lawful directions of the Board; or (E) any other willful misconduct by the Chairman which is materially injurious to the financial condition or business reputation of the Company. No event or condition described in Sections (A), (C), (D) or (E) shall constitute Cause unless (x) within 90 days from the Board first acquiring actual knowledge of the existence of the Cause condition, the Board provides the Chairman written notice of its intention to terminate his engagement with the Company hereunder for Cause and the grounds for such termination; (y) such grounds for termination (if susceptible to correction) are not corrected by the Chairman within 20 business days of his receipt of such notice (or, in the event that such grounds cannot be corrected within such 20 business-day period, the Chairman has not taken all reasonable steps within such 20 business-day period to correct such grounds as promptly as practicable thereafter); and (z) the Board terminates the Chairman’s engagement with the Company immediately following expiration of such 20 business-day period. Any attempt by the Chairman to correct a stated Cause condition shall not be deemed an admission by the Chairman that the Board’s assertion of Cause is valid.

(ii) For purposes of this Agreement, the term “Good Reason” shall mean a voluntary termination by the Chairman of his engagement with the Company hereunder because of: (A) a material diminution in the Annual Fee or a failure by the Company to pay material compensation due and payable to the Chairman in connection with his engagement hereunder; (B) a material diminution in the nature or scope of the Chairman’s authority, duties, or responsibilities from those applicable to him as of the Effective Date or the failure of the Chairman to be elected to the Board at any election during the Term where he is nominated (or his subsequent removal from the Board during the Term without Cause); (C) the Company requiring the Chairman to be based at any office or location more than 20 miles from the Remote Location; or (D) a material breach by the Company of any term or provision of this Agreement. No event or condition described in this Section shall constitute Good Reason unless, (x) within 90 days from the Chairman first acquiring actual knowledge of the existence of the Good Reason condition described in this Section, the Chairman provides the Board written notice of his intention to terminate his engagement hereunder for Good Reason and the grounds for such termination; (y) such grounds for termination (if susceptible to correction) are not corrected by the Board within 20-business days of the Board’s receipt of such notice (or, in the event that such grounds cannot be corrected within such 20 business-day period, the Board has not taken all reasonable steps within such 20 business-day period to correct such grounds as promptly as practicable thereafter); and (z) the Chairman terminates his engagement hereunder with the Company immediately following expiration of such 20-day period. For purposes of this Section, any attempt by the Board to correct a stated Good Reason shall not be deemed an admission by the Board that the Chairman’s assertion of Good Reason is valid.

(b) Termination by the Company without Cause or by the Chairman for Good Reason. If the Chairman’s engagement hereunder is terminated by the Company without Cause or by the Chairman for Good Reason, then the Chairman shall receive the following from the Company: (i) the Accrued Rights, (ii) a lump sum equal to one year’s Annual Fee and (iii) if applicable, twelve (12) months of the monthly premium payment to continue the Chairman’s (and the Chairman’s family’s) existing group health, dental coverage and vision, calculated under the applicable provisions of COBRA, and calculated without regard to whether the Chairman actually elects such continuation coverage (the “COBRA Benefits”) (collectively, (i) through (iii) being the “Involuntary Termination Severance Benefits”).

(c) No Continued Benefits Following Termination. Unless otherwise specifically provided in this Agreement or contemplated by another agreement between the Chairman and the Company, or as otherwise required by law, all compensation, equity plans, and benefits payable to the Chairman under this Agreement shall terminate on the date of termination of the Chairman’s engagement hereunder with the Company under the terms of this Agreement.

(d) Resignation from Directorships, Offices and Fiduciary Titles. The termination of the Chairman’s engagement with the Company hereunder for any reason shall constitute the Chairman’s immediate resignation from (i) any officer or employee position the Chairman has with the Company, unless mutually agreed upon by the Chairman and the Board; (ii) any position on the Board; and (iii) all fiduciary positions (including as a trustee) the Chairman holds with respect to any employee benefit plans or trusts established by the Company. The Chairman agrees that this Agreement shall serve as written notice of resignation in this circumstance. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to prevent any election of the Chairman to the Board following any termination of employment through stockholder nomination and vote in accordance with the amended and restated bylaws of the Company.

(e) Separation Agreement and Release. Notwithstanding any other provisions of this Agreement to the contrary, the Company shall not make or provide the Involuntary Termination Severance Benefits under this Section 4, unless the Chairman timely executes and delivers to the Company a general release (which shall be provided by the Company not later than five (5) days from the date on which the Chairman’s engagement with the Company hereunder is terminated and be substantially in the form attached hereto as Exhibit C, the “Separation Agreement and Release”), and such Separation Agreement and Release remains in full force and effect, has not been revoked and is no longer subject to revocation, within sixty (60) calendar days after the date of termination. If the requirements of this Section 4(e) are not satisfied by the Chairman (or the Chairman’s estate or legally appointed personal representative), then no Involuntary Termination Severance Benefits shall be due to the Chairman (or the Chairman’s estate) pursuant to this Agreement. Notwithstanding anything in this Agreement to the contrary, the Involuntary Termination Severance Benefits shall not be paid until the first scheduled payment date following the date the Separation Agreement and Release is executed and no longer subject to revocation; provided, that if the period during which the Chairman has discretion to execute or revoke the Separation Agreement and Release straddles two (2) calendar years, then the Involuntary Termination Severance Benefits shall be paid or commence being paid, as applicable, in the second calendar year, with the first such payment being in an amount equal to the total amount to which the Chairman would otherwise have been entitled during the period following the date of termination if such deferral had not been required.

(f) Notice of Termination. Any termination of the Chairman engagement hereunder by the Company or the Chairman shall be communicated by a written “Notice of Termination” to the other party hereto given in accordance with Section 8(l) of this Agreement. In the event of a termination by the Company for Cause or by the Chairman for Good Reason, the Notice of Termination shall (i) indicate the specific termination provision in this Agreement relied upon, (ii) set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Chairman’s engagement with the Company hereunder under the provision so indicated, and (iii) specify the date of termination. The failure by the Chairman or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause or Good Reason shall not waive any right of the Chairman or the Company, respectively, hereunder or preclude the Chairman or the Company, respectively, from asserting such fact or circumstance in enforcing the Chairman’s or the Company’s rights hereunder.

5. Confidentiality and Intellectual Property. Concurrently with the execution of this Agreement, the Chairman is executing and delivering to the Company the Nondisclosure and Intellectual Property Agreement in the form attached hereto as Exhibit D and same is incorporated into this Agreement by reference (together with any subsequently amended or restated versions thereof (the terms of such agreement, as may be amended or supplemented being the “Restrictive Covenants”). As a condition to continued engagement with the Company hereunder, the Chairman shall execute any standard revisions to such agreement. Any breach (or threatened breach) by the Chairman of the Chairman’s obligations under the Restrictive Covenants, as determined by the Board in its reasonable discretion, shall constitute a material breach of this Agreement.

6. Section280G Payments. Notwithstanding anything in this Agreement to the contrary, if the Chairman is a “disqualified individual” (as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the “Code”)), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which the Chairman has the right to receive from the Company or any other person, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by the Chairman from the Company and/or such person(s) will be $1.00 less than three (3) times the Chairman’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by the Chairman shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better “net after-tax position” to the Chairman (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made applying principles, assumptions and procedures consistent with Section 280G of the Code by an accounting firm or law firm of national reputation that is selected for this purpose by the Company (the “280G Firm”). In order to assess whether payments under this Agreement or otherwise qualify as reasonable compensation that is exempt from being a parachute payment under Section 280G of the Code, the 280G Firm or the Company may retain the services of an independent valuation expert. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds $1.00 less than three (3) times the Chairman’s base amount, then the Chairman shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 6 shall require the Company to be responsible for, or have any liability or obligation with respect to, the Chairman’s excise tax liabilities under Section 4999 of the Code.

7. Section 409A of the Code. This Agreement is intended to either avoid the application of, or comply with, Section 409A of the Code. To that end this Agreement shall at all times be interpreted in a manner that is consistent with Section 409A of the Code. Notwithstanding any other provision in this Agreement to the contrary, the Company shall have the right, in its sole discretion, to adopt such amendments to this Agreement or take such other actions (including amendments and actions with retroactive effect) as it determines is necessary or appropriate for this Agreement to comply with Section 409A of the Code. Further:

(a) Any reimbursement of any costs and expenses by the Company to the Chairman under this Agreement shall be made by the Company in no event later than the close of the Chairman’s taxable year following the taxable year in which the cost or expense is incurred by the Chairman. The expenses incurred by the Chairman in any calendar year that are eligible for reimbursement under this Agreement shall not affect the expenses incurred by the Chairman in any other calendar year that are eligible for reimbursement hereunder and the Chairman’s right to receive any reimbursement hereunder shall not be subject to liquidation or exchange for any other benefit.

(b) Any payment following a separation from service that would be subject to Section 409A(a)(2)(A)(i) of the Code as a distribution following a separation from service of a “specified employee” (as defined under Section 409A(a)(2)(B)(i) of the Code) shall be made on the first to occur of (i) ten (10) days after the expiration of the six-month (6) period following such separation from service, (ii) death, or (iii) such earlier date that complies with Section 409A of the Code.

(c) Each payment that the Chairman may receive under this Agreement shall be treated as a “separate payment” for purposes of Section 409A of the Code.

(d) A termination of engagement with the Company shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of such engagement unless such termination is also a “separation from service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.”

8. Nomination Rights. During the Term, the Board shall nominate the Chairman for election as a director at each stockholders meeting called for the purpose of electing directors (at which his current class is then up for re-election if the board is then classified) and supporting and recommending such election in each proxy utilized in connection with each such meeting.

9. Miscellaneous.

(a) Defense of Claims. The Chairman agrees that, during and following the Term, upon request from the Company, the Chairman will cooperate with the Company in the defense of any claims or actions that may be made by or against the Company that affect the Chairman’s prior areas of responsibility, except if the Chairman’s reasonable interests are adverse to the Company in such claim or action. The Company agrees to promptly reimburse the Chairman for all of the Chairman’s reasonable legal fees, travel and other direct expenses incurred, or to be reasonably incurred – and, if the Chairman is no longer engaged the Company, to compensate the Chairman (at a pro rata hourly rate calculated based on the last applicable Annual Fee) for the Chairman’s time – to comply with the Chairman’s obligations under this Section 8(a).

(b) Non-Disparagement. The Chairman agrees that at no time during or after the termination of the Chairman’s engagement shall the Chairman make, or cause or assist any other person to make, any statement or other communication to any third party or in social media which impugns or attacks, or is otherwise critical of, the reputation, business or character of the Company or its affiliates or any of its respective directors, officers or employees. The Company agrees that at no time during or after the termination of the Chairman’s engagement shall the Company make, or cause or assist any other person to make, any statement or other communication to any third party or in social media which impugns or attacks, or is otherwise critical of, the reputation, business or character of the Chairman.

(c) Source of Payments. All payments provided under this Agreement, other than payments made pursuant to a plan or agreement which provides otherwise, shall be paid in cash from the general funds of the Company, and no special or separate fund shall be established, and no other segregation of assets shall be made, to assure payment. The Chairman shall have no right, title or interest whatsoever in or to any investments which the Company may make to aid the Company in meeting its obligations hereunder. To the extent that any person acquires a right to receive payments from the Company hereunder, such right shall be no greater than the right of an unsecured creditor of the Company.

(d) Amendment, Waiver. This Agreement may not be modified, amended or waived in any manner, except by an instrument in writing signed by both parties hereto. The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

(e) Entire Agreement. This Agreement, the Exhibits attached hereto, and the agreements specifically referenced or incorporated herein, are the entire agreement and understanding of the parties hereto with respect to the matters covered herein and supersedes all prior or contemporaneous negotiations, commitments, agreements and writings with respect to the subject matter hereof, all such other negotiations, commitments, agreements and writings shall have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing shall have no further rights or obligations thereunder.

(f) Governing Law/Venue. This Agreement shall be performable, governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles thereof. Each party to this Agreement hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts in Delaware, for the purposes of any proceeding arising out of or based upon this Agreement.

(g) Binding Arbitration. The Chairman agrees that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, shall be settled by binding arbitration to be held in Florida in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The Company shall cover the legal costs and expenses of such arbitration; provided, however, that the prevailing party shall be entitled to recover from the non-prevailing party all reasonable legal costs and expenses incurred in preparing for and participating in the arbitration, including staff time, court costs, attorney’s fees, and all other related expenses incurred in such arbitration. If there is no prevailing party, each party will pay its own attorneys’ fees, costs, and expenses. Whether a prevailing party exists shall be determined solely by the arbitrator on a claim-by-claim basis, and such arbitrator, in its sole discretion, shall determine the amount of reasonable and necessary attorneys’ fees, costs, and/or expenses, if any, for which a party is entitled. The following guiding principles shall be applied by the arbitrator in any determination of a prevailing party: (i) the intent of the parties is to avoid any arbitration, action, or proceeding arising from a breach of this Agreement, and therefore, the parties will work together to resolve any such dispute; (ii) none of the parties will proceed with an arbitration, action, or proceeding arising from a breach of this Agreement until after exhausting all reasonable efforts to resolve such dispute using best efforts, an impasse has resulted and a satisfactory result cannot be reached without moving forward with such arbitration, action, or proceeding; and (iii) none of the parties will bring any arbitration, action, or proceeding arising from a breach of this Agreement until after such party has fully evaluated the merits of such purported claim or cause of action and made a determination that such party has a good-faith basis to move forward with such arbitration, action, or proceeding.

(h) No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(i) Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

(j) No Assignment. Neither this Agreement nor any of the Chairman’s rights and duties hereunder, shall be assignable or delegable by the Chairman. Any purported assignment or delegation by the Chairman in violation of the foregoing shall be null and void ab initio and of no force and effect. This Agreement may be assigned by the Company to a person or entity which is an affiliate or a successor in interest to substantially all of the business operations of the Company. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such affiliate or successor person or entity.

(k) Successors; Binding Agreement. Upon the death of the Chairman, this Agreement shall be binding upon personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees and/or legatees.

(l) Notices. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered by electronic mail, hand or overnight courier or three (3) days after it has been mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below in this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

If to the Company:

LuxUrban Hotels Inc.

2125 Biscayne Boulevard, Suite 253

Miami Beach, Florida 33137

Attn: Chief Executive Officer

Email: shanoop@luxurbanhotels.com

If to the Chairman:

Elan J. Blutinger

2927 44th St, NW

Washington, D.C. 20016

Email: eblutinger@graubard.com

In each case, with a copy to:

Graubard Miller

The Chrysler Building

405 Lexington Avenue

New York, New York 10174

Attn: Brian L. Ross

Email: bross@graubard.com

Miles & Stockbridge

11 N. Washington Street

Rockville, Maryland 20850

Attn: Suzanne L. Rotbert

Email: srotbert@milesstockbrodge.com

(m) Withholding of Taxes. The Company may withhold from any amounts or benefits payable under this Agreement all taxes it may be required to withhold pursuant to any applicable law or regulation.

(n) Headings. The section headings in this Agreement are inserted only as a matter of convenience, and in no way define, limit or interpret the scope of this Agreement or of any particular section.

(o) Construction. Whenever the context so requires herein, the masculine shall include the feminine and neuter, and the singular shall include the plural. The words “includes” and “including” as used in this Agreement shall be deemed to be followed by the phrase “without limitation.” The word “or” is not exclusive.

(p) Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

(q) Survival. This Agreement shall terminate upon the termination of the engagement of the Chairman with the Company as Chairman of the Board; however, the following shall survive the termination of the Chairman’s engagement and/or the expiration or termination of this Agreement, regardless of the reasons for such expiration or termination, 3(e) (“Indemnification”), Section 4 (“Rights Upon a Termination”), Section 5 (“Confidentiality and Intellectual Property”) and its corresponding Exhibit C, Section 8 (“Nomination Rights”), Section 9(a) (“Defense of Claims”), Section 9(b) (“Non-Disparagement”), Section 9(e) (“Entire Agreement”), Section 9(f) (“Governing Law/Venue”), Section 9(g) (“Binding Arbitration/Equitable Remedies”), Section 9(k) (“Successors/Binding Agreement”), and Section 9(l) (“Notices”).

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective as of the Effective Date.

[Exhibits omitted from this filing]

Exhibit 10.2

LUXURBAN HOTELS INC.
CONSULTING AGREEMENT

This CONSULTING AGREEMENT (this “Agreement”) is entered into by and between LuxUrban Hotels Inc., a Delaware corporation (the “Company”), and Brian L. Ferdinand (the “Consultant”), effective as of April 22, 2024 (the “Effective Date”).

WHEREAS, the Consultant has been employed by the Company as its co-Chief Consultant Officer and Chairman of the Board pursuant the Employment Agreement entered into by and between the Company and the Consultant dated August 7, 2023 and effective as of October 1, 2023 (“August 2023 Employment Agreement”);

WHEREAS, the Consultant and the Company desire that he continue to provide his expertise to the Company on an independent consulting basis with respect to certain principal operations of the Company’s business, including the areas of the growth and management of the Company’s long-term hotel lease portfolio; and

WHEREAS, the Consultant and the Company desire to formally set forth the terms under which he shall serve as an independent consultant to the Company.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Consultant hereby agree as follows:

1. Termination of Employment and Transition to Consultancy. This Agreement supersedes and replaces the Employment Agreement entered into by and between the Company and the Consultant dated August 7, 2023 and effective as of October 1, 2023 (“August 2023 Employment Agreement”), which shall no longer by in force or effect as of the date hereof except as specifically provided therein and herein. The Consultant hereby resigns as Chairman of the Board and Co-Chief Executive Officer of the Company as of the Effective Date.

2. Services.

(a) General. The Consultant shall serve as an independent consultant to the Company in which role he shall oversee the continued expansion and management of the Company’s long-term hotel lease portfolio and landlord relationships. In this role he shall report to the Chief Consultant Officer of the Company and work with the Company’s board of directors and risk and investment committee. The Consultant shall also provide during the Term his expertise and access to his knowledge garnered as the Chairman of the Board and Chief Consultant Officer of the Company since its founding as reasonably necessary to assist with the transition of other person to those offices and as otherwise reasonably requested by the Company. The Consultant is allowed to work remotely (the “Remote Location”) and as needed travel for the benefit of the Company. The Consultant shall perform his duties and responsibilities hereunder to the best of his abilities and in a diligent, trustworthy, business-like and efficient manner.

(b) Exclusive Services. For so long as the Consultant is engaged by the Company under the terms of this Agreement, he shall devote his full business attention to his duties hereunder, shall faithfully serve the Company, shall in all respects conform to and comply with the lawful and good faith directions and instructions of the Board, and shall use his best efforts to promote and serve the interests of the Company. Further, unless the Company consents in writing, the Consultant shall not, directly or indirectly, render services to any other person or organization or otherwise engage in activities that would interfere significantly with the Consultant’s faithful performance of the Consultant’s duties hereunder. Notwithstanding the foregoing, the Consultant may (i) serve on one corporate board, provided the Consultant receives prior permission from the Board of Directors (the “Board”); and (ii) serve on corporate, civic, children sports organization or charitable boards or engage in charitable activities without remuneration therefor, provided that such activity does not contravene the first sentence of this Section 1(b).

3. Term. The initial term of this Agreement shall be for a period of three (3) years, unless this Agreement is otherwise terminated earlier as set forth herein. If not previously terminated, this Agreement shall automatically renew for subsequent periods of one (1) year (the initial term, and the renewal terms, to the extent applicable, being the “Term”), unless either party provides written notice to the other at least ninety (90) days prior to the end of the initial Term (or any renewed Term thereafter) or unless this Agreement is otherwise terminated as set forth in this Agreement.

4. Compensation and Benefits. Subject to the provisions of this Agreement, the Company shall pay the Consultant as follows for services rendered hereunder:

(a) Consulting Fee. The Company shall pay to the Consultant a consulting fee of $50,000 per month (the “Consulting Fee”) on the 15th day of each month during the Term.

(b) Retirement Benefit in Exchange for Personal Guarantee. As set forth in the August 2023 Employment Agreement, the Company entered into a business transaction intended to benefit the Company’s stockholders and which requires that Consultant personally guarantee certain debt obligations of the Company under the deal (“Personal Guarantee Requirement”). So long as the Personal Guarantee Requirements remains and Consultant continues to provide same, the Company will provide the Consultant with a lump sum annual $1,200,000 cash contribution to a secular trust on or prior to each October 1st, until such time that the Consultant is no longer obligated or willing to provide such personal guarantee, whether or not this Agreement is then in effect.

(c) Expenses. The Consultant shall be entitled to reimbursement of business expenses from the Company that are incurred in the dutiful rendering of his services hereunder, including travel from the Consultant’s Remote Location for Company matters. If possible, the Consultant shall stay at Company properties and if travel distances are lengthy the Consultant may choose a higher class of services.

(d) Indemnification. Concurrently with the execution of this Agreement, the Company and the Consultant are executing and delivering the Indemnification Agreement in the form attached hereto as Exhibit A, which is incorporated into this Agreement by reference (together with any subsequently amended or restated versions thereof).

5. Rights, Duties, and Effects Upon a Termination of Services.

(a) If this Agreement is terminated by the Company for any reason other than for Cause or by Consultant for Good Reason, (a) the Company shall be required to continue to pay the Consulting Fee through the end of the then current term as prescribed hereby and (b) the Company shall be required to continue to pay the obligation in Section 3(b), above, until such time the personal guarantee is no longer effective or otherwise provided by the Consultant, and (c) the Company shall pay the Consultant a lump sum payment for any previously unreimbursed business expenses incurred by the Consultant on behalf of the Company during the Term (collectively, such (i) through (v) being the “Accrued Rights”).

(b) If this Agreement is terminated by the Company for Cause or by Consultant without Good Reason, (a) the Company shall no longer be required to continue to pay the Consulting Fee but shall be obligated to provide the Consultant with the other Accrued Rights.

(c) For purposes of this Agreement, the term “Cause” shall mean a termination by the Company of the Consultant’s services because of: (A) any act or omission that constitutes a material breach by the Consultant of any of his obligations under this Agreement; (B) the Consultant’s conviction of, or plea of nolo contendere to, (1) any felony or (2) another crime involving dishonesty or moral turpitude or which could reflect negatively upon the Company or otherwise impair or impede its operations; (C) the Consultant engaging in any misconduct, negligence, act of dishonesty, violence or threat of violence (including any violation of federal securities laws) that is materially injurious to the Company; (D) the Consultant’s willful and repeated refusal to follow the lawful directions of the Board or Chief Consultant Officer; or (E) any other willful misconduct by the Consultant which is materially injurious to the financial condition or business reputation of the Company. No event or condition described in Sections (A), (C), (D) or (E) shall constitute Cause unless (x) within 90 days from the Board first acquiring actual knowledge of the existence of the Cause condition, the Board provides the Consultant written notice of its intention to terminate his engagement for Cause and the grounds for such termination; (y) such grounds for termination (if susceptible to correction) are not corrected by the Consultant within 20 business days of his receipt of such notice (or, in the event that such grounds cannot be corrected within such 20 business-day period, the Consultant has not taken all reasonable steps within such 20 business-day period to correct such grounds as promptly as practicable thereafter); and (z) the Board terminates the Consultant’s services to the Company immediately following expiration of such 20 business-day period. Any attempt by the Consultant to correct a stated Cause condition shall not be deemed an admission by the Consultant that the Board’s assertion of Cause is valid.

(d) For purposes of this Agreement, the term “Good Reason” shall mean a voluntary termination by the Consultant of the services because of: (A) a material diminution in the Consulting Fee or a failure by the Company to pay material fees or other amounts due and payable to the Consultant in connection with his services hereunder; (B) a material diminution in the nature or scope of the duties or responsibilities from those applicable to him under this Agreement as of the Effective Date or the failure of the Consultant to be elected to the Board at any election during the Term where he is nominated (or his subsequent removal from the Board during the Term without Cause); (C) the Company requiring the Consultant to be based at any office or location more than 20 miles from the Remote Location; or (D) a material breach by the Company of any term or provision of this Agreement. No event or condition described in this Section shall constitute Good Reason unless, (x) within 90 days from the Consultant first acquiring actual knowledge of the existence of the Good Reason condition described in this Section, the Consultant provides the Board written notice of his intention to terminate his engagement hereunder for Good Reason and the grounds for such termination; (y) such grounds for termination (if susceptible to correction) are not corrected by the Board within 20-business days of the Board’s receipt of such notice (or, in the event that such grounds cannot be corrected within such 20 business-day period, the Board has not taken all reasonable steps within such 20 business-day period to correct such grounds as promptly as practicable thereafter); and (z) the Consultant terminates his engagement with the Company immediately following expiration of such 20-day period. For purposes of this Section, any attempt by the Board to correct a stated Good Reason shall not be deemed an admission by the Board that the Consultant’s assertion of Good Reason is valid.

(e) Resignation from Directorships, Offices and Fiduciary Titles. The termination of the Consultant’s services for any reason shall constitute the Consultant’s immediate resignation from (i) any officer position the Consultant has with the Company, unless mutually agreed upon by the Consultant and the Board; (ii) any position on the Board; and (iii) all fiduciary positions (including as a trustee) the Consultant holds with respect to any employee benefit plans or trusts established by the Company. The Consultant agrees that this Agreement shall serve as written notice of resignation in this circumstance. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to prevent any election of the Consultant to the Board following any termination of services through stockholder nomination and vote in accordance with the amended and restated bylaws of the Company.

6. Notice of Termination. Any termination of this Agreement by the Company or the Consultant shall be communicated by a written “Notice of Termination” to the other party hereto given in accordance with Section 10(l) of this Agreement. In the event of a termination by the Company for Cause or by the Consultant for Good Reason, the Notice of Termination shall (i) indicate the specific termination provision in this Agreement relied upon, (ii) set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and (iii) specify the date of termination. The failure by the Consultant or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause or Good Reason shall not waive any right of the Consultant or the Company, respectively, hereunder or preclude the Consultant or the Company, respectively, from asserting such fact or circumstance in enforcing the Consultant’s or the Company’s rights hereunder.

7. Confidentiality, Non-Compete and Intellectual Property. Concurrently with the execution of this Agreement, the Consultant is executing and delivering to the Company the Nondisclosure, Noncompete, and Intellectual Property Agreement in the form attached hereto as Exhibit B and same is incorporated into this Agreement by reference (together with any subsequently amended or restated versions thereof (the terms of such agreement, as may be amended or supplemented being the “Restrictive Covenants”). As a condition to continued engagement with the Company, the Consultant shall execute any standard revisions to such agreement. Any breach (or threatened breach) by the Consultant of the Consultant’s obligations under the Restrictive Covenants, as determined by the Board in its reasonable discretion, shall constitute a material breach of this Agreement.

8. Section 280G Payments. Notwithstanding anything in this Agreement to the contrary, if the Consultant is a “disqualified individual” (as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the “Code”)), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which the Consultant has the right to receive from the Company or any other person (including under the August 2023 Employment Agreement), would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by the Consultant from the Company and/or such person(s) will be $1.00 less than three (3) times the Consultant’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by the Consultant shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better “net after-tax position” to the Consultant (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made applying principles, assumptions and procedures consistent with Section 280G of the Code by an accounting firm or law firm of national reputation that is selected for this purpose by the Company (the “280G Firm”). In order to assess whether payments under this Agreement or otherwise qualify as reasonable compensation that is exempt from being a parachute payment under Section 280G of the Code, the 280G Firm or the Company may retain the services of an independent valuation expert. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds $1.00 less than three (3) times the Consultant’s base amount, then the Consultant shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 6 shall require the Company to be responsible for, or have any liability or obligation with respect to, the Consultant’s excise tax liabilities under Section 4999 of the Code.

9. Section 409A of the Code. This Agreement is intended to either avoid the application of, or comply with, Section 409A of the Code. To that end this Agreement shall at all times be interpreted in a manner that is consistent with Section 409A of the Code. Notwithstanding any other provision in this Agreement to the contrary, the Company shall have the right, in its sole discretion, to adopt such amendments to this Agreement or take such other actions (including amendments and actions with retroactive effect) as it determines is necessary or appropriate for this Agreement to comply with Section 409A of the Code. Further:

(a) Any reimbursement of any costs and expenses by the Company to the Consultant under this Agreement shall be made by the Company in no event later than the close of the Consultant’s taxable year following the taxable year in which the cost or expense is incurred by the Consultant. The expenses incurred by the Consultant in any calendar year that are eligible for reimbursement under this Agreement shall not affect the expenses incurred by the Consultant in any other calendar year that are eligible for reimbursement hereunder and the Consultant’s right to receive any reimbursement hereunder shall not be subject to liquidation or exchange for any other benefit.

(b) Any payment following a separation from service that would be subject to Section 409A(a)(2)(A)(i) of the Code as a distribution following a separation from service of a “specified employee” (as defined under Section 409A(a)(2)(B)(i) of the Code) shall be made on the first to occur of (i) ten (10) days after the expiration of the six-month (6) period following such separation from service, (ii) death, or (iii) such earlier date that complies with Section 409A of the Code.

(c) Each payment that the Consultant may receive under this Agreement shall be treated as a “separate payment” for purposes of Section 409A of the Code.

(d) A termination of services hereunder shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of such services unless such termination is also a “separation from service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.”

10. Certain Rights and Waivers.

(a) Unless the Consultant otherwise notifies the Company in writing that he does not desire to serve on the Board, during the Term, the Board shall nominate the Consultant for election as a director at each stockholders meeting called for the purpose of electing directors (at which his current class is then up for re-election if the board is then classified) and support and recommend such election in each proxy utilized in connection with each such meeting.

(b) The Consultant hereby waives, releases, and promises never to assert any claims or causes of action, known or unknown, against the Company, including past or present parents, affiliates, subsidiaries, directors, stockholders, agents, or employees thereof for any reason arising from any action or any omission occurring (or may be deemed to have occurred) or relating to circumstances that existed (or may be deemed to have existed) prior to the Effective Date. Notwithstanding the above, this release does not waive or release (a) any claims arising after the Effective Date, including any claim for breach of this Agreement; (ii) any claims for compensation due or owing under the August 2023 Employment Agreement that has not been paid to Consultant or his benefit as of the Effective Date or which specifically survive termination of the August 2023 Employment Agreement as prescribed by such agreement or the terms of any governing equity or benefit plan; or (iii) any claims that cannot be legally waived or released as a matter of law.

(c) The Company, on behalf of itself and past and present parents, affiliates, subsidiaries, directors, stockholders, agents, and employees hereby waives, releases, and promises never to assert any claims or causes of action, known or unknown, against the Consultant or his affiliates or family for any reason arising from any action or any omission occurring (or may be deemed to have occurred) or relating to circumstances that existed (or may be deemed to have existed) prior to the Effective Date. Notwithstanding the above, this release does not waive or release (a) any claims arising after the Effective Date, including any claim for breach of this Agreement; or (ii) any claims that cannot be legally waived or released as a matter of law.

11. Miscellaneous.

(a) Defense of Claims. The Consultant agrees that, during and following the Term, upon request from the Company, the Consultant will cooperate with the Company in the defense of any claims or actions that may be made by or against the Company that affect the Consultant’s prior areas of responsibility, except if the Consultant’s reasonable interests are adverse to the Company in such claim or action. The Company agrees to promptly reimburse the Consultant for all of the Consultant’s reasonable legal fees, travel and other direct expenses incurred, or to be reasonably incurred – and, if the Consultant is no longer engaged by the Company, to compensate the Consultant (at a pro rata hourly rate calculated based on the Consulting Fee at the time of the Consultant’s termination) for the Consultant’s time – to comply with the Consultant’s obligations under this Section 10(a).

(b) Non-Disparagement. The Consultant agrees that at no time during or after the termination of the Consultant’s consulting engagement with the Company shall the Consultant make, or cause or assist any other person to make, any statement or other communication to any third party or in social media which impugns or attacks, or is otherwise critical of, the reputation, business or character of the Company or its affiliates or any of its respective directors, officers or employees. The Company agrees that at no time during or after the termination of the Consultant’s consulting engagement with the Company shall the Company make, or cause or assist any other person to make, any statement or other communication to any third party or in social media which impugns or attacks, or is otherwise critical of, the reputation, business or character of the Consultant.

(c) Source of Payments. All payments provided under this Agreement, other than payments made pursuant to a plan or agreement which provides otherwise, shall be paid in cash from the general funds of the Company, and no special or separate fund shall be established, and no other segregation of assets shall be made, to assure payment. The Consultant shall have no right, title or interest whatsoever in or to any investments which the Company may make to aid the Company in meeting its obligations hereunder. To the extent that any person acquires a right to receive payments from the Company hereunder, such right shall be no greater than the right of an unsecured creditor of the Company.

(d) Amendment, Waiver. This Agreement may not be modified, amended or waived in any manner, except by an instrument in writing signed by both parties hereto. The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

(e) Entire Agreement. This Agreement, the Exhibits attached hereto, and the agreements specifically referenced or incorporated herein, are the entire agreement and understanding of the parties hereto with respect to the matters covered herein and supersedes all prior or contemporaneous negotiations, commitments, agreements and writings with respect to the subject matter hereof, all such other negotiations, commitments, agreements and writings shall have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing shall have no further rights or obligations thereunder.

(f) Governing Law/Venue. This Agreement shall be performable, governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles thereof. Each party to this Agreement hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts in Delaware, for the purposes of any proceeding arising out of or based upon this Agreement.

(g) Binding Arbitration. The Consultant agrees that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, shall be settled by binding arbitration to be held in Florida in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The Company shall cover the legal costs and expenses of such arbitration; provided, however, that the prevailing party shall be entitled to recover from the non-prevailing party all reasonable legal costs and expenses incurred in preparing for and participating in the arbitration, including staff time, court costs, attorney’s fees, and all other related expenses incurred in such arbitration. If there is no prevailing party, each party will pay its own attorneys’ fees, costs, and expenses. Whether a prevailing party exists shall be determined solely by the arbitrator on a claim-by-claim basis, and such arbitrator, in its sole discretion, shall determine the amount of reasonable and necessary attorneys’ fees, costs, and/or expenses, if any, for which a party is entitled. The following guiding principles shall be applied by the arbitrator in any determination of a prevailing party: (i) the intent of the parties is to avoid any arbitration, action, or proceeding arising from a breach of this Agreement, and therefore, the parties will work together to resolve any such dispute; (ii) none of the parties will proceed with an arbitration, action, or proceeding arising from a breach of this Agreement until after exhausting all reasonable efforts to resolve such dispute using best efforts, an impasse has resulted and a satisfactory result cannot be reached without moving forward with such arbitration, action, or proceeding; and (iii) none of the parties will bring any arbitration, action, or proceeding arising from a breach of this Agreement until after such party has fully evaluated the merits of such purported claim or cause of action and made a determination that such party has a good-faith basis to move forward with such arbitration, action, or proceeding.

(h) No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(i) Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

(j) No Assignment. Neither this Agreement nor any of the Consultant’s rights and duties hereunder, shall be assignable or delegable by the Consultant. Any purported assignment or delegation by the Consultant in violation of the foregoing shall be null and void ab initio and of no force and effect. This Agreement may be assigned by the Company to a person or entity which is an affiliate or a successor in interest to substantially all of the business operations of the Company. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such affiliate or successor person or entity.

(k) Successors; Binding Agreement. Upon the death of the Consultant, this Agreement shall be binding upon personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees and/or legatees.

(l) Notices. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered by electronic mail, hand or overnight courier or three (3) days after it has been mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below in this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

(m) Withholding of Taxes. The Company may withhold from any amounts or benefits payable under this Agreement all taxes it may be required to withhold pursuant to any applicable law or regulation.

(n) Headings. The section headings in this Agreement are inserted only as a matter of convenience, and in no way define, limit or interpret the scope of this Agreement or of any particular section.

(o) Construction. Whenever the context so requires herein, the masculine shall include the feminine and neuter, and the singular shall include the plural. The words “includes” and “including” as used in this Agreement shall be deemed to be followed by the phrase “without limitation.” The word “or” is not exclusive.

(p) Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

(q) Survival. This Agreement shall terminate upon the termination of the Consultant’s services with the Company and as otherwise prescribed herein; however, the following shall survive the termination of the Consultant’s engagement and/or the expiration or termination of this Agreement, regardless of the reasons for such expiration or termination, 3(b)(Retirement Benefit in Exchange for Personal Guarantee), 3(d) (“Indemnification”), Section 4 (“Rights, Duties, and Effects Upon a Termination of Services”), Section 6 (“Confidentiality, Noncompete and Intellectual Property”) and its corresponding Exhibit B, Section 9 (“Certain Rights and Waivers”), Section 10(a) (“Defense of Claims”), Section 10(b) (“Non-Disparagement”), Section 10(e) (“Entire Agreement”), Section 10(f) (“Governing Law/Venue”), Section 10(g) (“Binding Arbitration/Equitable Remedies”), Section 10(k) (“Successors/Binding Agreement”), and Section 10(l) (“Notices”).

[SIGNATURES ON NEXT PAGE]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective as of the Effective Date.

[Exhibit Omitted in this filing]

Exhibit 10.3

LUXURBAN HOTELS INC.

COMPENSATION CLAWBACK POLICY

Effective as of November 2023

Amended and Restated April 2024

Introduction

The Board of Directors (the “Board”) of LuxUrban Hotels Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this policy, which provides for the recoupment (or “clawback”) of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws of the United States (the “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 promulgated under the Exchange Act (“Rule 10D-1”) and the listing standards of the national securities exchange on which the Company’s securities are listed (the “Exchange”), which is, as of the effective date hereof, the Capital Market of The Nasdaq Stock Market LLC (“Nasdaq”).

Administration

This Policy shall be administered by the Board or, if so designated by the Board, the Compensation Committee of the Board, in which case references herein to the Board shall be deemed references to the Compensation Committee. Any determinations made by the Board shall be final and binding on all affected individuals. Subject to any limitation under applicable law, the Board may authorize and empower any officer or employee of the Company to take any and all actions necessary or appropriate to carry out the purpose and intent of this Policy (other than with respect to any recovery under this Policy involving such officer or employee).

Covered Executives

This Policy applies to the Company’s current and former executive officers, as determined by the Board in accordance with Section 10D of the Exchange Act and the Exchange, and such other senior executives and employees who may from time to time be deemed subject to the Policy by the Board (“Covered Executives”). The Company shall seek to have all Covered Executives sign an acknowledgement of the terms of this Policy; provided that this Policy shall apply to each Covered Executive whether or not they have signed any such acknowledgement.

Recoupment; Accounting Restatement

In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, the Board will require reasonably prompt reimbursement or forfeiture of any excess Incentive Compensation (as defined below) received by any Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement. In addition to these last three completed fiscal years, this Policy applies to any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years. However, a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months is deemed a completed fiscal year. The Company’s obligation to recover excess Incentive Compensation under this Policy is not dependent on if or when the restated financial statements are filed. This Policy applies to all Incentive Compensation received after beginning service as a Covered Executive, by an individual who served as a Covered Executive at any time during the performance period for that Incentive Compensation, while the Company had a class of securities listed on a national securities exchange or a national securities association.

Material Noncompliance. Without limiting the generality of the foregoing, reimbursement is required in the event of any restatement that either: (i) corrects an error in previously issued financial statements that is material to the previously issued financial statements, or (ii) would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

Date of Restatement. For purposes of determining the relevant recovery period, the date that the Company is required to prepare an accounting restatement as described above is the earlier to occur of: (A) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an accounting restatement as described above; or (B) the date a court, regulator, or other legally authorized body directs the Company to prepare an accounting restatement as described above.

Fiscal Period of Receipt. Incentive Compensation is deemed received in the Company’s fiscal period during which the financial reporting measure specified in the Incentive Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period.

Incentive Compensation

For purposes of this Policy, “Incentive Compensation” means any of the following:

provided that such compensation is granted, earned or vested based wholly or in part on the attainment of a financial reporting measure.

Financial reporting measures are measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return are also financial reporting measures. A financial reporting measure need not be presented within the financial statements or included in a filing with the U.S. Securities and Exchange Commission (the “Commission”). Financial reporting measures may include, but are not limited to, the following:

Excess Incentive Compensation: Amount Subject to Recovery

The amount to be recovered will be the excess of the Incentive Compensation paid to the Covered Executive based on the erroneous data over the Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the Board, and without regard to any taxes paid by or withheld from the Covered Executive.

If the Board cannot determine the amount of excess Incentive Compensation received by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement. For Incentive Compensation based on stock price or total shareholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in an accounting restatement, the amount will be based on a reasonable estimate of the effect of the accounting restatement on the stock price or total shareholder return upon which the Incentive Compensation was received. In such case, the Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to Nasdaq.

Method of Recoupment

The Board will determine, in its sole discretion, the method for recouping Incentive Compensation hereunder which may include, without limitation:

No Indemnification

The Company shall not indemnify any Covered Executives against the loss of any Incentive Compensation recovered under this Policy or from any consequence arising therefrom.

Interpretation

The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. Any determination of the Board shall be conclusive and binding on the Company and the applicable Covered Executives. The determination of the Board need not be uniform with respect to one or more Covered Executives.

It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act, Rule 10D-1 and any applicable rules or standards adopted by the Securities and Exchange Commission or any national securities exchange on which the Company’s securities are listed.

Effective Date

This Policy shall be effective as of the date it is adopted by the Board (the “Effective Date”) but shall apply to Incentive Compensation that is received by any Covered Executives on or after October 2, 2023.

Amendment; Termination

The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to comply with regulations adopted by the Securities and Exchange Commission under Section 10D of the Exchange Act, any rules or standards adopted by any national securities exchange on which the Company’s securities are listed and any other “clawback” provision required by law. The Board may terminate this Policy at any time.

Other Recoupment Rights

The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any employment agreement, equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of: (a) any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company, including termination of employment, the initiation of civil or criminal proceedings, and any right to repayment under applicable law, including Section 304 of the Sarbanes-Oxley Act of 2022. For the avoidance of doubt, any amounts paid to the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2022 shall be considered (and may be credited) in determining any amounts recovered under this Policy.

Impracticability

The Board shall recover any excess Incentive Compensation in accordance with this Policy unless one of the following conditions is met and such recovery would be impracticable, as determined by the Board in accordance with Rule 10D-1 of the Exchange Act and the listing standards of the national securities exchange on which the Company’s securities are listed:

Successors

This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.

Acknowledgement:

Exhibit 99.1

LuxUrban Hotels Appoints Elan Blutinger Non-Executive Chairman of the Board of Directors

MIAMI, FL, - April 22, 2024 - LuxUrban Hotels Inc. (“LuxUrban” or the “Company”) (Nasdaq: LUXH), a hospitality company which leases entire existing hotels on a long-term basis and rents rooms in its hotels to business and vacation travelers, today announced the appointment of Elan Blutinger as Non-Executive Chairman of the Board of Directors, effective April 22, 2024. Mr. Blutinger, who joined the board in February 2024 as part of an overall strategy to strengthen industry representation across the enterprise, succeeds Brian Ferdinand, the Company’s founder, former Chief Executive Officer, and largest shareholder. Mr. Ferdinand will remain a director. Shanoop Kothari, the Company’s co-Chief Executive Officer, becomes the sole Chief Executive Officer under the Company’s previously announced transition plan.

Mr. Ferdinand has pledged his full support of Mr. Blutinger as the ideal choice to help lead the Company through the next phase of its growth and evolution.

“Our previously announced leadership transition has resulted in a significant re-shaping of our management and governance structure,” said Mr. Ferdinand. “Elan is one of the most accomplished and respected travel and hospitality executives in our industry, and his elevation to Chairman is, in my view, the next logical step in this ongoing process.”

“Brian conceived and built one of the most innovative and important businesses in the lodging and hospitality industry in years, and I believe that the Company’s hotel operating model holds great promise for continued expansion,” said Mr. Blutinger. “I am honored for the opportunity to expand my role at this important moment in the Company’s development and focus on increasing shareholder value and enhancing governance, in the years ahead. It’s a great team and I look forward to collaborating more closely with our dedicated leadership.”

Mr. Blutinger is currently Managing Director of Alpine Consolidated, LLC, a merchant bank he co-founded in 1996 and through which he has founded, built, and led initial public offerings for multiple public technology and travel companies in the United States and United Kingdom. He has been both a founder and board member at a variety of companies, including: Great Wolf Resorts, a family entertainment resorts company, which was acquired by Apollo Global Management in 2012; ResortQuest International, a provider of full-service vacation rentals in the US, which was acquired by Wyndham Hotels & Resorts in 2010; Hotels.com, which was sold to IAC/InteractiveCorp. in 2003; and Travel Services International, which was sold to Airtours PLC in 2000.

Mr. Ferdinand concluded, “Founding and growing this company has been one of the most exciting and rewarding endeavors of my professional life. In less than two years we have grown from an idea to an industry recognized, leading operator of hotels under long-term Master Lease Agreements. Although it is never easy to step away from a company that you have built, I am convinced that the time is right. I have every confidence that Elan, our board, and leadership team will skillfully guide LuxUrban into the next phase of its growth. As a member of the board, I look forward to devoting my time to assisting the Company in its expansion initiatives, with a specific focus on property acquisitions and partnerships. As LuxUrban’s largest shareholder, I remain committed to ensuring that the Company operates in a manner that will allow us to reach our full potential and create long-term value.”

LuxUrban Hotels Inc.

LuxUrban Hotels Inc. secures long-term operating rights for entire hotels through Master Lease Agreements (MLA) and rents out, on a short-term basis, hotel rooms to business and vacation travelers. The Company is strategically building a portfolio of hotel properties in destination cities by capitalizing on the dislocation in commercial real estate markets and the large amount of debt maturity obligations on those assets coming due with a lack of available options for owners of those assets. LuxUrban’s MLA allows owners to hold onto their assets and retain their equity value while LuxUrban operates and owns the cash flows of the operating business for the life of the MLA.

Forward Looking Statements

This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). The statements contained in this release that are not purely historical are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Generally, the words “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this release may include, for example, statements with respect to scheduled property openings, expected closing of noted lease transactions, the Company’s ability to continue closing on additional leases for properties in the Company’s pipeline, as well the Company’s anticipated ability to commercialize efficiently and profitably the properties it leases and will lease in the future. The forward-looking statements contained in this release are based on current expectations and belief concerning future developments and their potential effect on the Company. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements are subject to a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results of performance to be materially different from those expressed or implied by these forward-looking statements, including those set forth under the caption “Risk Factors” in our public filings with the SEC, including in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 15, 2024, and any updates to those factors as set forth in subsequent Quarterly Reports on Form 10-Q or other public filings with the SEC. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.

Exhibit 99.2

LuxUrban Hotels Appoints Andrew Schwartz to Board of Directors

MIAMI, FL, - April 22, 2024 - LuxUrban Hotels Inc. (“LuxUrban” or the “Company”) (Nasdaq: LUXH), a hospitality company which leases entire existing hotels on a long-term basis and rents rooms in its hotels to business and vacation travelers, today announced the appointment of Andrew Schwartz to the Company’s Board of Directors, effective April 22, 2024. Mr. Schwartz will serve on the Company’s Finance, Risk and Investment Committee. With Mr. Schwartz’s appointment, the Company’s board expands to seven members, six of whom are independent.

Mr. Schwartz was a Managing Director of Silver Point Capital, an investment manager focused across multiple synergistic strategies, including real estate, direct lending, capital solutions, credit and special situations. Prior to Silver Point, Mr. Schwartz was a Senior Managing Director holding leadership positions at Guggenheim Securities, where he was Head of Global Credit, Global Syndicate and Co-Head of Leveraged Finance Capital Markets. Prior to Guggenheim, he was a Managing Director at RBC Capital Markets in charge of Credit Distribution. Before that Mr. Schwartz was a Senior Vice President and Head of Hedge Fund Syndicate and Emerging Markets at Lehman Brothers. Mr. Schwartz began his career in the investment banking division at Morgan Stanley. Mr. Schwartz received his B.S. in Finance and Marketing from the University of Delaware.

“Andrew is a seasoned and accomplished capital markets executive, whose nearly 30 years of experience adds an important dimension to our board,” said Elan Blutinger, Chairman. “Our recent appointments and hires have added significant hotel and hospitality industry depth to our board and executive team. Andrew’s appointment is part of a larger, ongoing initiative to add experience that complements and enhances our internal capabilities and will further support the Company’s long-term growth.”

Mr. Schwartz commented, “I am excited to join LuxUrban at this exciting time in its development. I see great opportunity for the Company to continue to advance its unique business model and look forward to working with the board and executive team in executing our growth strategy in support of creating long-term shareholder value.”

LuxUrban Hotels Inc.

LuxUrban Hotels Inc. secures long-term operating rights for entire hotels through Master Lease Agreements (MLA) and rents out, on a short-term basis, hotel rooms to business and vacation travelers. The Company is strategically building a portfolio of hotel properties in destination cities by capitalizing on the dislocation in commercial real estate markets and the large amount of debt maturity obligations on those assets coming due with a lack of available options for owners of those assets. LuxUrban’s MLA allows owners to hold onto their assets and retain their equity value while LuxUrban operates and owns the cash flows of the operating business for the life of the MLA.

Forward Looking Statements

This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). The statements contained in this release that are not purely historical are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Generally, the words “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this release may include, for example, statements with respect to scheduled property openings, expected closing of noted lease transactions, the Company’s ability to continue closing on additional leases for properties in the Company’s pipeline, as well the Company’s anticipated ability to commercialize efficiently and profitably the properties it leases and will lease in the future. The forward-looking statements contained in this release are based on current expectations and belief concerning future developments and their potential effect on the Company. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements are subject to a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results of performance to be materially different from those expressed or implied by these forward-looking statements, including those set forth under the caption “Risk Factors” in our public filings with the SEC, including in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 15, 2024, and any updates to those factors as set forth in subsequent Quarterly Reports on Form 10-Q or other public filings with the SEC. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.