Exhibit 10.1


 


PURCHASE AND SALE AGREEMENT


 





THIS PURCHASE AND SALE
AGREEMENT (“Agreement”) is made as of the 28th day of April, 2021, by and between PRIDE ONE CHERRY TREE,
LLC, an Ohio limited liability company, and IPN-PRIDE INVESTMENT HOLDINGS, LLC, an Ohio limited liability company (collectively the
 “Seller”), and THE PROCACCANTI GROUP, LLC, a Rhode Island limited liability company
(“Buyer”), with reference to the following:


 


RECITALS


 


A.            Seller
is the owner of fee interest in the Hotel Units (as hereinafter defined) on which is located an approximately 76-room hotel known as the
Cherry Tree Inn and Suites located at 2345 N. US 31 North, East Bay Township, Grand Traverse County, Michigan (the “Hotel”),
and certain other property.


 


B.            Seller
and Buyer desire to enter into the transactions hereinafter described upon and subject to the terms and conditions hereinafter set forth.


 


C.            Subject
to the terms and conditions set forth herein, as of the Initial Closing, Seller and Buyer shall enter into the Ground Lease (as hereinafter
defined), and as of the Final Closing, Seller and Buyer will consummate the sale of the Property as contemplated herein and terminate
the Ground Lease, and thereafter Buyer will become the fee owner of the Property, as set forth herein.


 


NOW, THEREFORE, in consideration
of the representations, warranties, agreements, covenants, and conditions contained in this Agreement, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:


 


ARTICLE I. 

Definitions


 


1.1           Definitions.The
above recitals are incorporated herein by reference as if fully rewritten below. The following terms shall have the meanings
indicated:


 


(a)         “Affiliate” - With respect to any entity, any other entity or person that controls, is controlled by, or is
under common control with such entity in question. For purposes hereof, the term “control” shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management and policies of any such entity or the power to veto major
policy decisions of any such entity, whether through the ownership of voting securities, by contract, or otherwise.


 


(b)         “Bookings” – Contracts or reservations for the use or occupancy of guest rooms and meeting and banquet
facilities of the Hotel.


 






     


     


    

 


(c)         “Cash on Hand” – Any and all money in cash register tills and house banks, and all checks, travelers’
checks, and bank drafts paid by guests of the Hotel and located at the Hotel Property as of 11:59 p.m. on the date prior to the Closing
Date.


 


(d)          “Condominium” – Cherry Tree Condominium


 


(e)          “Condominium Association” – CHERRY TREE OWNERS’ ASSOCIATION, a Michigan non-profit corporation.


 


(f)          “Condominium Documents” - Collectively, the Master Deed dated July 25 2006, recorded August 4, 2006, as document
2006C-0067, Grand Traverse County Records, the articles of incorporation and by-laws of the Condominium Association, any rules and regulations
of the Condominium and the Board of Directors, the Cherry Tree Condominium, Grand Traverse County Condominium Subdivision Plan No. 317,
and any and all other documentation related to the proper formation of the condominium regime established under applicable Law.


 


(g)        “Data
Rules” means shall mean any federal, state or local law, statute, ordinance, code, order, decrees, or other governmental
rule, regulation or requirement, with respect to the collection, storage, use, processing and transfer of the personal information
(including payment and billing information) of Hotel guests in Seller’s or Hotel Manager’s possession, including data
protection laws, privacy laws, information security regulations, and security breach notification rules.


 


        (h)          “ Deposits” – All deposits under or with respect to Bookings, whether in cash or otherwise.


 


(i)          “Effective Date” – the last date upon which this Agreement is executed by Seller or Buyer as evidenced
by the dates below the parties’ signatures on this Agreement, which Effective Date shall be inserted in the first paragraph of this
Agreement by the last party to sign this Agreement.


 


(j)           “Ground Lease” – A ground lease, the form of which to be reasonably agreed to by the parties during the
Due Diligence Period, and upon such written agreement shall be deemed attached hereto as Exhibit B, under which Seller will
convey leasehold title to and possession of the Property to Buyer and Buyer will lease and accept such leasehold title to the Property
from Seller, all in accordance herewith and the Ground Lease.


 


(k)          “Hotel
Guest Data” – means all guest or customer profiles, contact information (e.g., addresses, phone numbers, facsimile numbers
and email addresses), histories, preferences, reservation data and any other guest or customer information obtained or collected by Seller
or Manager in the ordinary course of business from guests of the Hotel relating specifically to such guests’ stay at the Hotel.
Hotel Guest Data does not include (i) any information maintained by Manager or its affiliates in their corporate databases that is not
specific to guest stays at the Hotel, including, without limitation, websites, central reservation databases, operational databases and
preferred guest programs of Manager or affiliates of Manager, and (ii) any data and information collected by Manager the transfer or
disclosure of which is prohibited or to the extent that it is restricted by applicable laws.


 






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(l)           “Hotel Intellectual Property Data and Information” means (i) all information relating to the
business and operations of the Hotel; (ii) Hotel Guest Data; (iii) all intellectual property and other proprietary rights and materials,
including all U.S. and foreign, whether registered or unregistered, (A) trademarks (registered and unregistered) and trade names, including
but not limited to “Cherry Tree Inn & Suites”, trade dress, service marks, any URL designations, internet protocol addresses
and domain names, logos, all identifiers and accounts on content sharing platforms, including, but not limited to Facebook, Twitter,
Instagram, Pinterest and Trip Advisor, and other source indicators, and all goodwill associated with the foregoing, (B) copyrightable
works, copyrights (registered and unregistered), and registrations and applications for registration thereof, rights in software programs
or applications (in both source code and object code form), databases and documentation, (C) designs, logos, artwork, packaging, copy,
literary text, advertising material and promotion material of any sort.


 


(m)        
“Hotel Manager” - Riley Hotel Group LLC.


 


(n)          “Initial Closing” – The consummation of Seller, as lessor, and Buyer, as lessee, entering into the Ground
Lease.


 


(o)          “Management Agreement” - That certain Management Agreement
dated May 3, 2008 by and between Seller and Hotel Manager.


 


(p)          “Title Policy”  - The extended coverage ALTA Owner’s Policy of Title Insurance (or such other
comparable form of title insurance policy as is available in the jurisdiction in which the Property is located) issued by the Title Company
and insuring in the amount of the Purchase Price that, as of the Initial Closing, leasehold title to the Real Property is vested in Buyer
subject only to the Permitted Exceptions, and the so-called “pre-printed” standard exceptions; provided, however, in connection
with the Final Closing, the date of such Title Policy shall be dated down to the date of the recording of the Deed and modified to insure
fee simple title to the Real Property.


 


(q)          “Transaction Documents” - Collectively, this Agreement and the documents executed by Seller and Buyer in connection
with the transaction described in this Agreement.


 


ARTICLE II. 

Purchase and Sale of Property


 


2.1           
Purchase and Sale. Seller agrees to convey, transfer and assign, and Buyer agrees to acquire, accept and assume, all of
Seller’s right, title and interest in, to and with respect to the following, on the terms, conditions and provisions set forth in
this Agreement:


 


(a)          Real Property. All of Seller’s right, title and interest in and to those certain condominium units more particularly
described on Exhibit A attached hereto in a condominium project commonly known as Cherry Tree Condominium, a condominium
development evidenced by a Master Deed dated July 25, 2006 and recorded August 4, 2006, as document 2006C-00067, Grand Traverse County
Records (the “Condominium”), as evidenced by the Cherry Tree Condominium, Grand Traverse County Condominium
Subdivision Plan No. 317, together with all right, title and interest of Seller as “Developer” or an “Owner” under
the Condominium Documents (including any appurtenant interest in the common elements thereunder), together with all strips and gores,
rights of way, privileges and appurtenances pertaining thereto, including all right, title and interest of Seller, if any, in and to the
land lying in the bed of any street, public right-of-way, or highway in front of or adjoining the land to the center line thereof, all
water and mineral rights, entitlements, development rights and all easements, rights and other interests appurtenant thereto (collectively,
the “Hotel Units”), and all buildings, structures and other improvements located within or affixed to the Hotel
Units and all fixtures therein which constitute real property under applicable Laws, subject to the Condominium Documents, including,
without limitation, the Hotel (collectively, the “Improvements”). The Hotel Units and the Improvements are sometimes
referred to hereinafter together as the “Hotel Property.”


 






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(b)         Tangible Personal Property. All tangible personal property owned by Seller and located on or used in connection with the
ownership, maintenance, or operation of the Hotel, including, without limitation, fixtures, furniture and furnishings (collectively “FF&E”),
operating supplies and equipment (collectively “OS&E”) fittings, equipment, machinery, apparatus, signage,
appliances, draperies, carpeting, keys, inventory and consumables (including food, beverages, and other goods offered for sale at the
Hotel), a van, other engineering, maintenance, cleaning and housekeeping supplies of all kinds that are on hand on the date of this Agreement,
subject to such depletion and restocking as shall occur and be made in the normal course of business and in accordance with Seller’s
present standards and practices), sheets, towels, linens, toiletries, china, dishes, glassware, flatware, cookware, cooking utensils,
uniforms, serving utensils, serving carts, serving trays, decorative items and all other equipment, fixtures, furnishings or other items
in guest rooms or other areas of the Hotel, historical information and items of historical interest, sculptures and works of art, maintenance
equipment, and any other items presently located or used at the Hotel and belonging to Seller, all plans, drawings, specifications, blueprints,
surveys, environmental studies, engineering reports, and other technical information in Seller’s possession or under its control
concerning the design, anticipated remodel, construction, ownership, use, maintenance, service, or operation of the Hotel (collectively,
with FF&E and OS&E, the “Tangible Personal Property”).


 


(c)          Intangible Property. All intangible rights of Seller relating to the Hotel, including (i) contracts for service or maintenance,
including, but not limited to, elevator, PMS, HVAC, snow removal, landscaping services, laundry equipment agreements, distribution agreements,
supply agreements, vending agreements, royalty or music licensing agreements, and cable or satellite television or telecommunications
agreements and equipment leases with respect to the van, copier and postage machine (“Contracts”) each to the
extent assignable and to the extent Buyer elects to take an assignment of same, as hereinafter provided; (ii) warranties and guaranties
made by or received from a third party with respect to any furnishings, fixtures, equipment or improvements (“Warranties and
Guaranties”) to the extent assignable by Seller; (iii) permits, authorizations, approvals, and certificates of occupancy
issued, approved or granted by any governmental entity in connection with the Hotel (“Permits”) to the extent
assignable by Seller; (iv) Cash on Hand (as defined herein) as of the Closing Date; (v) all electronic files, data and information, software
licenses, telephone numbers, computer data bases, internet websites, and reservation services, telecommunications or information technology
systems or programs used in the operation of the Property, including, without limitation, any passcodes, passwords and access codes necessary
to operate any of the same, for the Hotel to the extent transferable; (vi) the Hotel Intellectual Property Data and Information, including
all goodwill associated therewith; (vii) Bookings (as defined herein); (viii) all rights of Seller under the Condominium Documents, including,
without limitation, all documents relating to the Condominium Association (the “Association Documents”) established
pursuant to the Condominium Documents as management agent or otherwise, and (ix) other items of intangible personal property relating
to the ownership or operation of the Hotel and owned by Seller whether on paper, electronic format, DVD or CD-Rom (collectively, the “Intangible
Hotel Assets” and together with the Tangible Personal Property, the “Personal Property” and together
with the Hotel Property, the “Property”).


 






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(d)         Notwithstanding anything to the contrary in this Agreement, the property, assets, rights and interests set forth below (collectively,
the “Excluded Property”) shall not be transferred, assigned or conveyed to Buyer, and shall be excluded from
the Property: (i) all property owned by or belonging to tenants, Hotel guests, Hotel Manager, or other users or occupants of the Property,
(ii) any appraisals or other economic evaluations of, or projections with respect to, all or any portion of the Property, (iii) any documents,
materials or information which are subject to attorney/client, work product or similar privilege, which constitute attorney communications
with respect to the Property and/or Seller, or which are subject to a confidentiality agreement, (iv) any software licenses used by Seller
in the corporate offices of Seller, (v) the personnel files and employment records for all employees of the Property (other than names,
job descriptions, description of employment and wage/salary, and benefits information), (vi) other than Hotel Guest Data, all data and
information relating to guests or customers of any hotel or lodging property (including condominium or interval ownership properties),
(vii) financials or tax returns of Seller or any affiliates of Seller (i.e., other than with respect to the operation of the Property),
and (viii) any property that is subject to equipment leases.


 


2.2           Purchase
Price. Subject to the adjustments and prorations described in this Agreement, the purchase price of the Property (the “Purchase
Price”) shall be Fifteen Million and 00/100 ($15,000,000.00). Buyer shall pay the Purchase Price as follows:


 


(a)          Earnest Money. Within three (3) business days after the execution and delivery of this Agreement, Buyer shall deposit Five
Hundred Thousand Dollars ($500,000.00) (the “Initial Deposit”) with First American Title Insurance Company (the
 “Title Company”) located at Six Concourse Parkway, Suite 2000, Atlanta, Georgia 30328, Attention:
Karen Kirspel (the “Escrow Agent”). The Deposit, together with the Second Deposit, and any other deposits, to
the extent delivered by Buyer in accordance with the terms of this Agreement, is referred to herein collectively as the “Earnest
Money”. The Earnest Money shall be held in an interest bearing account. Except as otherwise provided for in this Agreement,
the Earnest Money shall be non-refundable to Buyer and payable to Seller upon the termination of this Agreement, or otherwise applied
to the Purchase Price at the Final Closing.


 


(b)          Balance. Buyer shall pay the balance of the Purchase Price, plus or minus prorations and adjustments as provided in this
Agreement, at the Final Closing in immediately available funds by wire transfer.


 






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(c)          Purchase Price Allocation. Prior to the date hereof, Seller has provided Buyer with a statement of Seller’s proposed
allocation of the Purchase Price among the Real Property, the Personal Property and other customary items either party hereto may request
to be allocated (the “Allocation”), and the parties shall use good faith efforts to agree to such Allocation,
and if agreed upon in writing such Allocation shall be deemed attached hereto as Exhibit C. If the Allocation cannot be
agreed upon, each party may use its own determination and bear any consequences related thereto and Buyer’s allocation shall be
utilized in calculating transfer, sales and similar tax and related filings under this Agreement; and Buyer’s allocation shall
control with respect to the amount to be stated on any transfer tax declaration submitted in connection with the Deed; provided, however,
Buyer agrees that neither the Deed nor any transfer tax declaration or real estate transfer tax affidavit submitted in connection with
the Deed shall include an allocation to real property of more than $13,000,000. If the parties are able to agree upon an Allocation,
Seller and Buyer agree to (i) be bound by the Allocation and (ii) act in accordance with the Allocation in the preparation
of financial statements and filing of all tax returns. Buyer and Seller each agrees to provide the other promptly with any other information
required to complete Form 8594. If agreed upon, Buyer and Seller each agrees to file Internal Revenue Service Form 8594, and all federal,
state, local and foreign Tax Returns, in accordance with the Allocation above. Notwithstanding anything herein to the contrary, for purposes
of the settlement statement at Closing, Buyer agrees to only identify two categories of assets, real estate and non-real estate assets,
for purposes of allocating the Purchase Price.


 


2.3           
Assumption of Liabilities. Subject to Article VIII and, following the Initial Closing Date, further subject to the Ground
Lease, Seller shall be responsible for, and shall pay in full, all debts and other payables of any kind that were incurred by Seller for
goods received or services rendered prior to the Final Closing Date, and Buyer shall be responsible for, and shall pay in full, all debts
and other payables of any kind that are incurred by Buyer for goods received or services rendered on or after the Final Closing Date.
Seller and Buyer covenant and agree to remit with reasonable promptness any such amounts due. Any liabilities of Seller that are not expressly
assumed by Buyer pursuant to the terms of this Agreement and the terms of the Assignment and Assumption of Contracts, Leases, Hotel Intellectual
Property Data and Information, Warranties and Guaranties and Permits to be executed and delivered at Closing shall remain with Seller.


 


2.4           
Buyer Financing. The Property is currently encumbered by that certain Mortgage (Future Advance Mortgage) (“Current
Mortgage”) with respect to that certain loan (“Current Loan”) from mBank (“Current
Lender”). Seller and Buyer agree that it is the parties intention that, and Seller’s obligation to enter into the
Ground Lease is expressly conditioned upon, at the Initial Closing the following shall occur: (a) Seller and Buyer (or an affiliate thereof)
(“TPG Lender”) will enter into a loan in the principal amount of approximately $7,500,000) secured by certain
loan documents to be negotiated and agreed to during the Due Diligence Period, and upon such written agreement shall be deemed attached
hereto as Exhibit D (the “Refinance Documents”) wherein TPG Lender will provide a loan in the
amount of approximately $7,500,000 to Seller (the “TPG Loan”), (b) with the proceeds of the loan from the TPG
Lender, Seller shall cause the Current Loan to be paid in full at the Initial Closing, and (c) Current Lender shall deliver into escrow,
to be released upon the payment contemplated in subsection (b) all documents necessary to terminate its security interests in the Property
(“Release Documents”) to be released immediately (or otherwise insured over at the Initial Closing, and then
released as soon as reasonably possible) upon payment of the Current Loan. At the Final Closing, Seller shall cause the payment in full
of the loan evidenced by the Refinance Documents, which may be paid by proceeds from the closing of the transactions contemplated by this
Agreement.


 






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ARTICLE III. 

Buyer’s Review


 


3.1           
Due Diligence Period. Buyer shall have a period of time commencing upon the Effective Date of this Agreement and ending
at 5:00 PM Eastern Time on the day that is thirty (30) days following the Effective Date hereof (the “Due Diligence Period”),
within which to determine, in the exercise of Buyer’s sole and absolute discretion, whether or not the Property is satisfactory
and suitable to Buyer for Buyer’s intended use of the Property. Seller will provide Buyer and its consultants and representatives
reasonable access to the Property upon advance notice of at least 48 hours (which may be by email to Joseph Moffa at jmoffa@rileyhg.com)
at reasonable times during the term of this Agreement, for all environmental, engineering and other physical inspections and tests as
Buyer, at Buyer’s sole cost and expense, desires to conduct (“Due Diligence Examination”). Buyer shall
give Seller reasonable prior notices of its intention to conduct any inspections or tests, and Seller reserves the right to have a representative
present in connection with any part of Buyer’s Due Diligence Examination. Buyer covenants and agrees that in making any such inspections
or tests, Buyer and its agents will not unreasonably interfere with the activities of Seller’s employees, agents, invitees, hotel
guests, or any persons providing service at the Property. Buyer expressly acknowledges that it may not be able to inspect certain Hotel
room(s) to the extent Hotel guest(s) is(are) in occupancy. 


 


Buyer covenants and agrees
not to damage or destroy any portion of the Property in conducting its examinations and studies of the Property during the Due Diligence
Examination, and shall restore any portion of the Property damaged by the conduct of Buyer, its agents or employees, to the condition
such portion(s) of the Property were in immediately prior to such examinations or studies. Buyer hereby indemnifies Seller and its owners,
beneficial owners and agents and holds Seller and its owners, beneficial owners and agents harmless against any and all claims, liens,
(including, without limitation, mechanic’s or materialmen’s liens or claims of liens and reasonable attorneys’ fees),
demands, liabilities, losses, damages, costs and expenses, including, without limitation, reasonable attorneys’ fees incurred,
arising out of or resulting from any damage to the physical condition of the Property caused by Buyer’s inspections, or injury
to persons caused by Buyer’s inspections, or liens created by any such work caused by activity of Buyer or any of its agents and
representatives; provided, however, such indemnification by Buyer shall in no event apply to any claims, liens, demands, liabilities,
losses, damages, costs or expenses resulting from (a) any pre-existing conditions at or in connection with any of the Property unless
and to the extent any such condition was exacerbated by Buyer (and in such case of exacerbation, then Buyer shall indemnify Seller only
to the extent of such exacerbation); or (b) the negligence or willful misconduct of Seller, its agents or representatives. Before entering
upon the Property and prior to commencing any such tests, studies and investigations, Buyer shall furnish to Seller a certificate of
insurance evidencing commercial general liability insurance coverage of not less than One Million Dollars ($1,000,000) per occurrence
and Two Million Dollars ($2,000,000) in the aggregate, such insurance insuring the person, firm or entity performing such tests, studies
and investigations. The certificate of insurance shall list the Seller and Buyer as additional insureds thereunder. Such insurance coverage
shall be issued by an insurance company licensed to do business in the state where the Property is located and shall include contractual
liability coverage with respect to Buyer’s indemnity obligations set forth in this Agreement (it being understood, however, that
the availability of such insurance shall not serve to limit or define the scope of Buyer’s indemnity obligations under this Agreement
in any manner whatsoever). The insurance certificate required herein shall also provide that the coverage may not be cancelled, non-renewed
or reduced without at least ten (10) days’ prior written notice to Seller. No inspection shall involve the taking of samples or
other physically invasive procedures without the prior written consent of Seller, which consent Seller will not unreasonably withhold,
condition or delay. The Buyer’s obligations set forth herein shall survive any termination of this Agreement.


 









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EXCEPT
AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENTS NEITHER SELLER NOR ANY PARTY ACTING FOR OR ON BEHALF OF SELLER
IS MAKING OR HAS, AT ANY TIME, MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE
PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL
APPROVALS, GOVERNMENTAL REGULATIONS, THE TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO BUYER
WHICH SELLER OR SELLER’S REPRESENTATIVES DID NOT CREATE OR PREPARE REGARDING THE PROPERTY, AND SUBJECT TO THE TRANSACTION DOCUMENTS
AND THE EXPRESS TERMS OF THIS AGREEMENT, BUYER HEREBY RELEASES SELLER FROM ALL LIABILITY RELATING TO SAME. UPON CLOSING, EXCEPT AS EXPRESSLY
PROVIDED IN THIS AGREEMENT OR ANY OTHER TRANSACTIOIN DOCUMENT, SELLER SHALL SELL AND CONVEY TO BUYER, AND BUYER SHALL ACCEPT THE PROPERTY
 “AS IS, WHERE IS, WITH ALL FAULTS.” BUYER HAS NOT RELIED UPON NOR WILL RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION
OR WARRANTY OF SELLER WITH RESPECT TO THE PROPERTY EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY OTHER TRANSACTION
DOCUMENT. BUYER WILL CONDUCT SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS
THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY BUYER AS TO THE CONDITION OF THE PROPERTY AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN
THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF
SELLER AND, SUBJECT TO THE TERMS OF THIS AGREEMENT AND ANY OTHER TRANSACTION DOCUMENT HEREBY RELEASES SELLER FROM ANY LIABILITY ARISING
FROM SAME. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THIS TERMS OF THIS PARAGRAPH SHALL
BE AS OF THE DATE HEREOF, AS OF THE DATE OF CLOSING AND SHALL SURVIVE CLOSING INDEFINITELY.


 


3.2           Review
Documents. During the Due Diligence Period and continuing through the Final Closing, Seller shall be provided reasonable access (which
may include being provided electronic data) to review Seller’s books and records for purposes of assessing the business and general
financial condition of the Hotel. Such review shall include all records in Seller’s possession or control concerning the design,
construction, remodeling, ownership, management, operation and maintenance of the Hotel (“Review Documents”),
including the following:


 


(a)   
Most recent existing title policies for the Hotel Property;


 


(b)  
Seller’s most recent Survey of the Hotel Property;


 


(c)   
Utility bills for the previous 2 years;


 






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(d)  
Real Estate and personal property tax bills for the previous 3 years and complete filings of any tax appeals;


 








(e)   
Hotel Guest Data and reservation records for the Property;


 


(f)    
Condominium Documents and Association Documents, including, without limitation, the condominium association bylaws, any agreements
between Seller and the Condominium Association and the condominium co-owners and the condominium association;


 


(g)  
Contracts, Warranties and Guaranties and Permits, including any Contracts which the Condominium Association is a party to;


 


(h)  
Plans, drawings and specifications relating to the Hotel Property;


 


(i)    
Property condition reports, asbestos reports, termite reports, engineering reports and environmental reports relating to the Hotel
Property;


 


(j)    
Current report of the rental and rent ready status of each guest room;


 


(k)  
Report of known capital expenditures for the last three years showing dollar amounts and nature of expenditure by asset class,
including any projects relating to replacement of appliances, furniture, carpeting, flooring, wall coverings, parking lot paving and roof
or window replacements;


 


(l)    
Service records for HVAC, roof and other mechanical components of the buildings located at the Hotel Property for the past three
(3) years;


 


(m) Operating statements,
financial statements, income and expense statements, and balance sheets for Seller and the Condominium Association for the past three
(3) years (collectively, “Financial Statements”);


 


(n)  
General ledger of Seller and for the Condominium Association for the previous three (3) years and year to date;


 


(o)  
Copies of bank statements for Seller and the Condominium Association showing actual amounts of income deposited for the last complete
calendar year and year to date for the current year;


 


(p)  
All financial information relating to the Condominium Association including all assessments and related information and all minutes
of all board meetings for the Condominium Association;


 






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(q)  
A schedule of all employees at the Hotel Property, including their position, rate of pay, any fringe benefits and employee handbooks;


 


(r)    
Copies of all current policies of insurance for the Hotel Property accompanied by loss runs for the previous five (5) year period;


 


(s)   
Copies of Innquest or other Property Management System (“PMS”) and any central reservation service agreement or revenue
management system agreements;


 


(t)    
Those documents and information set forth on Exhibit E attached hereto; and


 


(u)  
Such other documents and information in Seller’s possession or control reasonably requested by Buyer.


 


The
Seller’s Review Documents are being made “as-is”, for the convenience of Buyer, and without representation or warranty
by Seller, except that Seller represents and warrants the truth and accuracy in all material respects of all Seller’s Review Documents
prepared by Seller or Hotel Manager, and to Seller’s knowledge, the Seller’s accountants or agents, and that Seller has no
actual knowledge that such materials contain any information that was materially false or misleading as of the date of the applicable
document/report.


 


3.3           
Listing of Personal Property; Joint Inspection and Inventory. Within ten (10) days after the Effective Date of this Agreement,
Seller shall provide to Buyer a true, correct and complete listing in all material respects of all of the tangible Personal Property in
the form currently maintained by Seller, (“Personal Property Inventory”). Buyer understands and acknowledges
that certain items of Personal Property will change due to sales, depletion, restocking, substitutions and replacements made in the ordinary
course of business between the Effective Date of this Agreement and the Initial Closing Date, and between the Initial Closing Date and
the Final Closing Date, shall be subject to the terms of the Ground Lease. The parties agree to conduct a joint inspection and inventory
of the tangible Personal Property on a mutually agreed date at least two (2) business days prior to the Initial Closing, if requested
in writing by Buyer.


 


3.4           
Confidentiality.


 


(a)          Each
party agrees to maintain in confidence, and not to disclose to third parties, the information contained in this Agreement or
pertaining to the purchase and sale contemplated hereby and the information and data furnished or made available by Seller to Buyer,
its agents and representatives in connection with the Property and the transactions contemplated by the Agreement, and shall treat
such Review Documents with the same degree of care as it treats its own confidential information; provided, however, that each
party, its agents and representatives may disclose such information and data (a) to such party’s accountants, attorneys,
consultants, investors, lenders and other advisors in connection with the transactions contemplated by this Agreement to the extent
that such representatives reasonably need to know (in the disclosing party’s reasonable discretion) such information and data
in order to assist, and perform services on behalf of, Buyer in connection with the transactions contemplated by this Agreement, (b)
to the extent required by any applicable statute, law, or regulation; and (c) in connection with any litigation that may arise
between the parties related to the transactions contemplated by this Agreement. Buyer and Seller agree not to make any public
announcement relating to the existence of this Agreement or the contemplated purchase and sale transaction,
without the express written approval of the other party, until after the Final Closing (in the event Final Closing occurs).
Notwithstanding the foregoing, Seller acknowledges and agrees that in the event Buyer or its assignees is required by applicable Law
or governmental regulations applicable to it, Buyer or its assignee may disclose such information as it reasonably determines is
necessary in connection with an offering of securities (whether by it, its Affiliates or any assignees of the same), including
without limitation with respect to this Agreement (including disclosure of a copy of this Agreement in its entirety) and the
transactions contemplated hereby and may contact or conduct negotiations with public officials, make any public announcements or
issue press releases regarding this Agreement or the transactions contemplated hereby to any third party without the prior written
consent of Seller.


 






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(b)          In addition, Buyer and its representatives shall have the right, without any requirement to obtain the consent of Seller, to (i) review
building department, health department and other local governmental authority records with respect to the Real Property and the operation
of the Hotel (including, without limitation, for the preparation of (and due diligence required therefor) zoning reports, property condition
reports, environmental assessment reports and other customary due diligence), and (ii)  discuss with and apply to the applicable
governmental authority for any licenses, permits and agreements necessary or desirable for Buyer’s renovation and operation of the
Hotel after the Initial Closing. Further, Buyer and its representatives shall have the right to communicate with the general manager,
and any member of the executive management staff of the Hotel provided that any contact with such executive management staff member must
be initiated through the general manager and Seller shall have the right to have a representative present at any meetings, phone calls
or other communication with such staff member, and, after the expiration of the Due Diligence Period, Seller will, and shall cause Hotel
Manager to, reasonably cooperate to provide Buyer (and its manager) reasonable access to interview the Hotel Employees for future employment
at the Hotel.


 


3.5           
Buyer’s Right to Terminate Purchase Agreement. At any time prior to the expiration of the Due Diligence Period, and
for any or no reason whatsoever, Buyer shall have the right to terminate this Agreement by delivery of written notice to Seller (the
 “Buyer’s Termination Right”). In the event Buyer exercises the Buyer’s Termination Right due to
(i) an unacceptable environmental matter disclosed on a Phase I or Phase II Environmental Site Assessment and which Buyer provides specific
reference to such matter to Seller in a written termination notice (an “Environmental Termination Matter”),
or (ii) a title or survey matter pursuant to Section 4.4 below and which Buyer provides specific reference to such matter to Seller in
a written termination notice (a “Title or Survey Termination Matter”), then the Initial Deposit shall be returned
to Buyer and the parties shall be relieved of all further obligations hereunder,
except for such items which expressly survive termination of this Agreement. 


 


In the event Buyer exercises
the Buyer’s Termination Right for any reason other than (i) an Environmental Termination Matter, or (ii) a Title or Survey
Termination Matter, then the Initial Deposit less $150,000.00 (the “Non-Refundable Money”)
shall be returned to Buyer, Seller shall receive the remaining $150,000.00 which shall be deemed earned by Seller, and the parties shall
be relieved of all further obligations hereunder, except for such items which expressly survive termination of this Agreement. In the
event Buyer fails to properly and timely exercise the Buyer’s Termination Right, upon the expiration of the Due Diligence Period
(the “Due Diligence Period Expiration Date”), the Buyer’s Termination Right shall be deemed waived, and
within three (3) days following the Due Diligence Period Expiration Date, Buyer shall deposit an additional deposit in the amount of
Five Hundred Thousand and 00/100 ($500,000.00) (“Second Deposit”) with the Title Company, which shall be treated
as part of the Earnest Money in all respects. 


 






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Notwithstanding anything
herein to the contrary, if the final forms of the Ground Lease, Refinance Documents and Employee Lease Agreement cannot be agreed upon
in writing by the parties prior to the expiration of the Due Diligence Period, then either party may terminate this Agreement prior to
the expiration of the Due Diligence Period upon written notice to the other party, and Buyer shall receive a return of the Earnest Money
(including the Non-Refundable Money), and the parties shall be relieved of all further obligations hereunder, except for such items which
expressly survive termination of this Agreement.


 


ARTICLE IV. 

Title Matters


 


4.1           
Title Commitment. With ten (10) days after the Effective Date of this Agreement, Buyer will use good faith efforts to obtain
and upon receipt shall deliver to Seller a commitment for an ALTA form owner’s policy of title insurance (the “Title
Policy”) to be issued by the Title Company, covering the Real Property, naming Buyer as the insured, stating the Purchase
Price as the policy amount (the “Title Commitment”). Buyer shall also request the Title Company to deliver to
Seller concurrently with the Title Commitment a legible copy of each document that is the basis for an exception to coverage in such Title
Commitment (collectively, the “Exception Documents”).


 


4.2           
UCC Searches. Buyer shall promptly order after the Effective Date current searches of all Uniform Commercial Code financing
statements and other liens filed with the appropriate government officials against Seller and the Property (the “UCC Searches”).
If the UCC Searches reveal claims or liens encumbering all or any portion of the Property, then the cure provisions set forth in Section
4.4 shall apply.


 


4.3           
Survey. Buyer may obtain an updated ALTA survey covering the Real Property (the “Survey”), which
Survey shall be prepared by a duly licensed Michigan surveyor; provided, however, in order
for Buyer to have the right to object to any survey matters as contemplated in Section 4.4, Buyer must engage a surveyor to survey the
Property within five (5) days from the Effective Date, and, upon receipt, Buyer shall cause such Survey to be promptly delivered to Seller
and the Title Company. The Survey shall be sufficient to permit the Title Company to delete the standard printed exception in
the Title Policy pertaining to matters that would be disclosed by an accurate survey of the Property . The Survey shall contain a certification
that complies with ALTA standards and is otherwise acceptable to Buyer and Title Company.


 






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4.4           
Review. Buyer shall have five (5) business days after receipt of the last of the Title Commitment, Exception Documents,
UCC Searches and Survey (if timely ordered in accordance with this Agreement) within
which to notify Seller in writing of any objections Buyer has to any matters appearing or referred to in the Title Commitment, Survey
or UCC Searches (collectively, “Title Objections”). Any exceptions or other matters to which Buyer does not
object in writing within such five (5) business day period shall be deemed to be permitted exceptions to Seller’s title (the “Permitted
Exceptions”). Seller shall have three (3) business days from its receipt of Buyer’s Title Objections to notify Buyer
(a) that it will, prior to the Final Closing Date, eliminate or remove, or cause the Title Company to delete, the Title Objections to
which Buyer has objected or (b) that it declines to eliminate or remove, or cause the Title Company to delete, specified or all Title
Objections to which Buyer objected. If Seller elects not to remove, eliminate or cause to be deleted all Title Objections, or fails to
timely provide such election, Buyer may terminate this Agreement in its sole and absolute discretion and receive a return of the Earnest
Money and the parties shall be relieved of all further obligations hereunder, except for such items which expressly survive termination
of this Agreement; provided, however, the failure of Buyer to terminate this Agreement on or before the earlier of the expiration of
five (5) Business Days after Seller’s notice to Buyer as set forth above, and the expiration of the Due Diligence Period shall
be deemed Buyer’s election not to terminate this Agreement and such Title Objections that Seller has not agreed to eliminate or
remove or cause the Title Company to delete shall be deemed Permitted Exceptions. If Seller agrees in writing to take the actions necessary
to eliminate or remove, or cause the Title Company to delete any Title Objections, then such exceptions shall not be Permitted Exceptions
and Seller shall cause such Title Objections to be removed, eliminated or deleted prior to or at the Final Closing. Notwithstanding anything
to the contrary contained herein, Seller agrees that the following shall not constitute Permitted Exceptions under any circumstances
hereunder and shall be removed by Seller at or prior to the Initial Closing (collectively, the “Mandatory Unpermitted Exceptions”):
(i) any judgment or mechanics or similar liens which may be removed in accordance with their terms by payment of a liquidated amount
(or other means reasonably acceptable to the Title Company) which were created by or through the actions of Seller or its agent, (ii)
any mortgages, deeds of trust or other security interests for any financing incurred by Seller other than the Refinance Documents as
contemplated in Section 2.4, and (iii) taxes relating to any period prior to the Initial Closing Date which constitute exceptions to
title which would be delinquent if unpaid at Initial Closing (and, if any such taxes are payable in installments, such obligation shall
also apply to any such installments payable after the Initial Closing Date unless Buyer receives a credit for such taxes under Section
8.1).


 


4.5           
Condominium Estoppel. Promptly following receipt of Buyer’s requested form of estoppel certificate (the “Condo
Association Estoppel Certificate”), Seller shall deliver the same to the Condominium Association. Seller shall use commercially
reasonable efforts to obtain on or prior to the Initial Closing Date an executed Condo Association Estoppel Certificate from the Condominium
Association. Buyer shall be deemed to have approved the Condominium Association Estoppel Certificate so long as there are no material
defaults specified therein; in the event that a material default is specified therein then Seller shall have the right, but not the obligation,
to attempt to cure any such material default and Buyer shall be deemed to approve the Condo Association Estoppel Certificate provided
such material default is cured within fourteen (14) days of receipt of the Condo Association Estoppel Certificate (and the Initial Closing
Date shall be extended as necessary in order to give Seller the full benefit of such fourteen (14) day period). The failure of Seller
to obtain the Condo Association Estoppel Certificate after exercising commercially reasonable efforts shall not be deemed a default or
breach of Seller’s obligations under this Agreement, but is, however, subject to Section 4.5.


 






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4.6           
Estoppels. Seller will reasonably cooperate with Buyer’s efforts to obtain any estoppels Buyer may reasonably
request in connection with the Contracts, or any Declaration of Covenants, Conditions or Restrictions (or similar title document, but
excluding the Condominium Documents addressed in Section 4.5) (each individually an “Estoppel”, and collectively
the “Estoppels”); provided, however, Seller shall not be obligated to incur any expense or fee to so obtain
any Estoppels, and the failure of Buyer to obtain any such Estoppels shall be not a default by Seller hereunder nor a failure of a condition
precedent to Initial Closing or the Final Closing.


 


ARTICLE V. 

Other Obligations and Agreements


 


5.1           
Exclusive Dealing. During the pendency of this Agreement, Seller agrees that it will not entertain, solicit or accept offers
from any other prospective purchaser for the purchase of all or any portion of the Property.


 


5.2           
Operation and Maintenance of Property Pending Initial Closing. Between the Effective Date of this Agreement and the Initial
Closing Date, Seller agrees, to (i) operate the Hotel in a commercially reasonable manner consistent with how Seller has previously operated
the Hotel; (ii) conduct its operation of the Hotel in the normal course of business and maintain its current relationships with suppliers,
vendors and trade creditors, provide a level of employment at the Hotel sufficient for the normal operations of the Hotel as currently
conducted; (iii) maintain all present utility services and insurance policies (including Seller’s current casualty deductible)
for the Property; (iv) perform all of its obligations to be performed under the Condominium Documents and Contracts, and not enter into
any modification or amendment of the Condominium Documents (without Buyer’s prior written consent) except as required to comply
with the provisions hereof or the provisions of the Condominium Documents; (v) not enter into any new leases or occupancy agreements
(except for rental of hotel rooms in the ordinary course of business) without the consent of Buyer, which consent shall not be unreasonably
withheld, conditioned or delayed prior to the expiration of the Due Diligence Period and in its sole discretion thereafter; (vi) except
for purchase orders entered into in Seller’s ordinary course of business, not enter into any agreements or modify or cancel any
Contracts without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; (vii)
not sell or dispose of any inventory, supplies, equipment or other Personal Property without the prior written consent of Buyer (which
consent shall not be unreasonably withheld, conditioned or delayed prior to the expiration of the Due Diligence Period and in its sole
discretion thereafter), subject to such depletion and replacement as shall occur and be made in the ordinary course of the operation
of the Hotel and in accordance with Seller’s present standards and practices; (viii) not enter into any employment contract or
agreement or establish or amend any “employee welfare benefit plan,” “employee pension benefit plan” or “fringe
benefit plan” or any other plan or arrangement of a similar nature with obligations that will survive the Initial Closing Date;
(ix) promptly send Buyer copies of any notices from any governmental authority received by Seller concerning the Property; (x) make or
cause to be made all repairs and replacements reasonably required with respect to any portion of the Property and maintain the Property
in the same manner as Seller has maintained the Property prior to the Effective Date; (xi) not take any action or fail to take any action
that may constitute a default by Seller under the terms of any agreement relating to the ownership, use, or operation of the Property;
(xii) cause all guest rooms/suites vacant 1 or more days to be rent ready at the Initial Closing, including working appliances (if applicable),
hardware, lighting and plumbing; and (xiii) not remove any appliances included with any of the guest units or suites without replacing
it with a comparable replacement. Following the Initial Closing through the Final Closing, the operation and maintenance required with
respect to the Property shall be governed by the Ground Lease.


 






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5.3           
Notification of Material Adverse Events. Seller shall promptly notify Buyer in writing of any event following the Effective
Date hereof of which Seller is or becomes aware that will or is likely to have a material adverse effect on the business or financial
of the Hotel or Seller’s performance of its obligations under this Agreement.


 


5.4           
Indemnity. Seller hereby indemnifies and holds Buyer harmless from and against (a) all third party claims, demands, losses,
damages and expenses and costs including, but not limited to, reasonable attorneys’ fees and expenses actually incurred, arising
out of or in connection with Seller’s ownership and operation of the Property with respect to the period prior to the Final Closing
(except to the extent assumed by Buyer in connection with the Initial Closing and/or Ground Lease), and (b) any material breach by Seller
of any of its representations and warranties as set forth in Section 9.1 of this Agreement. Buyer hereby indemnifies and holds Seller
harmless from and against (x) all third party claims, demands, losses, damages and expenses and costs including, but not limited to, reasonable
attorneys’ fees and expenses actually incurred, arising out of on in connection with Buyer’s ownership and operation of the
Property with respect to the period from and after the Final Closing Date (except as may be expressly set forth in the Ground Lease),
and (y) any material breach by Buyer or its assignees of any of its representations and warranties as set forth in Section 9.2 of this
Agreement. This Section 2.4 shall survive for the Survival Period.


 


5.5           
Seller’s Employees. All employees employed in connection with the Hotel will be terminated on the Final Closing Date.
No employee of Seller shall be terminated by Buyer prior to the Final Closing Date, except with the prior written consent of Seller. At
the Initial Closing, Buyer (or its manager) and Seller shall enter into an employee leasing agreement in a form to be agreed to by Buyer
and Seller during the Due Diligence Period (the “Employee Lease Agreement”) providing for the lease of Hotel
employees by Buyer (or its manager) for the period between Initial Closing and the Final Closing (or the earlier termination of this Agreement)
wherein Buyer shall be responsible to reimburse Seller for employee costs during the term of such Employee Lease Agreement.


 


5.6           
Contracts. Effective as of the Final Closing Date, Seller shall terminate, at Seller’s sole cost and expense, all
Contracts (including any equipment leases), unless Buyer otherwise directs Seller pursuant to written notice delivered prior to the expiration
of the Due Diligence Period. In the event Buyer shall notifies Seller of any of the equipment leases Buyer does not desire to assume,
Seller shall be solely responsible for same and such equipment lease and the property related thereto shall be excluded from the assets
being sold hereunder. If Buyer elects to assume any of the Contracts (including any equipment leases) and such assignment and assumption
requires consent of the counterparty to such agreement, Seller and Buyer shall cooperate to obtain any required approvals with respect
to same prior to the Initial Closing.


 






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5.7           
Seller Access Following Initial Closing. Buyer and Seller acknowledge and agree that the Ground Lease will contemplate that
during the term of the Ground Lease, Buyer shall permit Seller, as landlord thereunder, to have reasonable access to the Property and
all books, records and other reasonably requested information in the possession or control of Buyer or its agents concerning the operating
of Property, all as to be more particularly set forth in the Ground Lease.


 


ARTICLE VI. 

Conditions Precedent to Closing


 


6.1           
Conditions Precedent to Buyer’s Obligations. Buyer’s obligations to consummate the transactions contemplated
by this Agreement at the Initial Closing, and the Final Closing, shall be subject to satisfaction or performance of the following conditions,
any of which Buyer may waive in writing:


 


(a)         Performance of Obligations. Seller shall have performed all of its obligations under this Agreement to be performed on or
prior to the Initial Closing or Final Closing, as applicable.


 


(b)         Representations and Warranties. The representations and warranties of Seller made in this Agreement shall be true and correct
in all material respects as of the date of the Initial Closing and the Final Closing; provided, however, changes to representations and
warranties due to actions or omissions of Buyer pursuant to the Ground Lease or otherwise shall be deemed modifications to such representations
and warranties and shall not be a default by Seller or grounds for Buyer to terminate this Agreement.


 


(c)         Title. At the Final Closing, the Title Company shall be committed to issuing to Buyer the Title Policy insuring Buyer’s
fee title to the Real Property in the form contemplated by Section 4.4 and agreed upon by Buyer in accordance therewith in the amount
of no less than the Purchase Price upon payment of the premiums therefor and delivery of the documents specified in Article VII below.
At the Initial Closing, Buyer and TPG Lender shall each have the option to obtain a leasehold title policy for the benefit of Buyer or
a lender title policy insuring TPG Lender’s secured interest in the Real Property in the form contemplated by Section 4.4 upon payment
of the premiums therefor and the delivery of the documents specified in Article VII below and the delivery and release of the Release
Documents as set forth in Section 2.4.


 


(d)         Absence
of Material Changes. Since the Effective Date of this Agreement, there shall have been no material adverse changes in the business
or operations of Seller relating to the Hotel, financial or otherwise.


 


(e)          Condominium Association Estoppel. As provided in and subject to Section 4.5, the Condo Association Estoppel Certificate
shall have been delivered to Buyer on or before the Initial Closing Date.


 


(f)           No Litigation. No investigation, action, suit, or proceeding shall be pending or threatened before any court or governmental
body which seeks to restrain, prohibit, challenge or interfere with the consummation of the transactions contemplated by this Agreement.


 






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6.2           
Conditions Precedent to Seller’s Obligations. Seller’s obligations to consummate the transactions contemplated
by this Agreement shall be subject to the satisfaction and performance of the following conditions, any of which Seller may waive in writing:


 


(a)         
Performance of Obligations. Buyer shall have fully and completely performed its obligations under this Agreement.


 


(b)        
Representations and Warranties. The representations and warranties of Buyer made in this Agreement shall be true and correct
in all material respects on the date of the Initial Closing and the Final Closing.


 


(c)          No Litigation. No investigation, action, suit, or proceeding shall be pending or threatened before any court or governmental
body which seeks to restrain, prohibit, challenge or interfere with the consummation of the transactions contemplated by this Agreement.


 


6.3           
Satisfaction of Conditions.


 


(a)          Failure of Buyer Condition. In the event of the failure of any condition set forth in Section 6.1, Buyer, at its
sole election, may (i) terminate this Agreement, in which event the Earnest Money shall be released to Buyer, (ii) waive the condition
and proceed to the Initial Closing or Final Closing, as applicable, or (iii) extend the Initial Closing Date or Final Closing Date, as
applicable, for such additional period of time (except as otherwise expressly provided herein, not to exceed ten (10) days in the aggregate)
as may be reasonably required to allow such condition to be satisfied. Nothing set forth in this Section 6.3(a) shall affect Buyer’s
rights or remedies under Section 11.2(b) with respect to any breach of this Agreement by Seller.


 


(b)        
Failure of Seller Condition. In the event of the failure of any condition precedent set forth in Section 6.2, Seller,
at its sole election, may (i) terminate this Agreement, (ii) waive the condition and proceed to the Closing, or (iii) extend the Closing
Date for such additional period of time (except as otherwise expressly provided herein, not to exceed ten (10) days in the aggregate)
as may be reasonably required to allow Purchaser to satisfy such condition. Nothing set forth in this Section 6.3(b) shall affect
Seller’s rights or remedies under Section 11.2(a) with respect to any breach of this Agreement by Buyer.


 


ARTICLE VII. 

Closing


 


7.1           
Initial Closing. The consummation of the transactions contemplated by this Agreement to be completed as of the Initial Closing
shall occur on June 1, 2021, as may be extended hereunder. The date upon which the Initial Closing occurs is referred to as the “Initial
Closing Date”). At or before the Initial Closing, the parties shall take such actions and deliver to the other such instruments,
items, and documents as are necessary to carry out the purposes of this Agreement due to be completed as of the Initial Closing. The actions
to be performed and the instruments, items, and documents to be delivered at the Initial Closing shall include, without limitation, those
described in this Section 7.2 and Section 7.3.


 


7.2           
Seller’s Acts and Deliveries. At the Initial Closing, Seller shall deliver, or cause to be delivered, the following
to Buyer (or the Title Company):


 


(a)         The Ground Lease, executed and acknowledged by Seller;


 






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(b)          A Memorandum of the Ground Lease, in a form reasonably agreed to by the parties (the “Memorandum of Ground Lease”),
executed and acknowledged by Seller, to be recorded in the real property records of Grand Traverse County, Michigan;


 


(c)           Evidence of termination of the Management Agreement, effective as of the Initial Closing Date;


 


(d)         Such customary owner’s title affidavits and so-called “gap indemnities” as may be required by the Title Company
in order to issue the Title Policy (or the lender’s policy contemplated in Section 6.1(c)) without exception items which can be
deleted by Buyer providing such customary affidavit (the parties acknowledge and agree that the Refinance Documents shall be a Permitted
Exception at the Initial Closing, but not the Final Closing);


 


(e)          An Assignment and Assumption of Contracts, Leases, Hotel Intellectual Property Data and Information, Warranties and Guaranties,
and Permits that has been duly executed and acknowledged by Seller;


 


(f)           A certificate executed by Seller (the “Seller’s Certificate”) stating that each of the representations
and warranties of Seller set forth in this Agreement are, as of the Initial Closing Date, true, complete and correct in all material respects
(without giving effect to any materiality qualifiers already set forth therein), subject to such qualifications as disclosed therein and
the limitations contained in this Agreement;


 


(g)          An Assignment and Assumption of Condominium Documents and Declarant’s Rights in a form reasonably agreed to by the parties,
assigning the rights of the “Declarant” under the Condominium Documents to Buyer on the terms set forth therein;


 


(h)          A settlement statement addressing prorations set forth in Section 8.1;


 


(i)           The Refinance Documents, duly executed and acknowledge by Seller;


 


(j)           The Employee Lease Agreement;


 


(k)          The following documents to be held by the Title Company in escrow until the Final Closing (pursuant to instructions acceptable
to Seller, Buyer and Title Company, each in their reasonable discretion):


 


(i)         
a warranty deed in the form of Exhibit F attached hereto (the “Deed”), executed and acknowledged
by Seller, but not dated, conveying to Buyer Seller’s right, title and interest in and to the Real Property, subject to the Permitted
Exceptions;


 


(ii)         a mutual Termination of Ground Lease in a form reasonably agreed to by the parties (the “Ground Lease
Termination”), terminating the Ground Lease, effective immediately after the conveyance pursuant to the Deed, executed
and acknowledged by Seller, but not dated;


 



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(iii)           
A Bill of Sale that has been duly executed and acknowledged by Seller, conveying to Buyer the Personal Property, but not dated;


 


(l)                
Possession of the Property, subject to rights of guests in possession and tenants pursuant
to written leases;


 


(m)            
All Review Documents, including but not limited to Contracts, Warranties and Guaranties, and Permits, Bookings and reservation
lists and other books and records with respect to the Hotel;


 


(n)              
A duly executed affidavit from Seller regarding the non-foreign status of Seller sufficient to relieve Buyer of the withholding
requirements of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations relating thereto;


 


(o)              
Duly executed affidavits as reasonably required by the Title Company, Buyer’s
counsel or Buyer, in form and content reasonably approved by Seller; and


 


(p)              
Such other documents and instruments as may reasonably be required by Buyer, its counsel, or the Title Company and that
may be necessary to consummate this transaction and to otherwise effect the agreements of the parties hereto,
in form and content reasonably approved by Seller.


 


7.3           
Buyer’s Acts and Deliveries. At the Initial Closing, Buyer shall deliver, or cause to be delivered, the following
to Seller (or the Title Company):


 


(a)               
A counterpart to the Ground Lease and the Memorandum of Ground Lease;


 


(b)              
A counterpart of the Bill of Sale that has been duly executed by Buyer;


 


(c)               
A counterpart of the Assignment and Assumption of Contracts, Leases, Hotel Intellectual Property Data and Information, Warranties
and Guaranties, and Permits that has been duly executed by Buyer;


 


(d)              
A certificate executed by Buyer (the “Buyer’s Certificate”) stating that each of the representations and
warranties of Buyer set forth in this Agreement are, as of the Closing Date, true, complete and correct in all material respects;


 


(e)               
The Refinance Documents, as duly executed by the TPG Lender and funds in the amount of the TPG Loan;


 


(f)                
The Employee Lease Agreement;


 


(g)              
A counterpart to the Ground Lease Termination, executed and acknowledged by Buyer, but not dated, to be held in escrow until the
Final Closing; and


 


(h)              
Such other documents and instruments as may reasonably be required by Seller, its counsel, or the Title Company and that may be
necessary to consummate this transaction and to otherwise effect the agreements of the parties hereto,
in form and content reasonably approved by Buyer.


 






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7.4           
Final Closing. The consummation of the transactions contemplated by this Agreement to be completed as of the final closing
contemplated herein (the “Final Closing”) shall occur on January 3, 2022, as the same may be extended as contemplated
herein, or on such other date as mutually agreed upon by Seller and Buyer in writing, or on such other date following the Initial Closing
as designated in Seller’s sole discretion upon at least thirty (30) days’ prior notice to Buyer. The date upon which the Final
Closing occurs is referred to as the “Final Closing Date”. At or before the Final Closing, the parties shall
take such actions and deliver to the other such instruments, items, and documents as are necessary to carry out the purposes of this Agreement.
The actions to be performed and the instruments, items, and documents to be delivered at the Final Closing shall include, without limitation,
those described in Section 7.5 and Section 7.6.


 


7.5           
Seller’s Acts and Deliveries – Final Closing.


 


(a)               
Instructions to release the documents being held in escrow pursuant to Section 7.2(j) upon the consummation of the Final Closing;


 


(b)               
An updated Seller’s Certificate;


 


(c)               
An updated title affidavit and/or gap indemnity as contemplated in Section 7.2(d); and


 


(d)               Such other documents and instruments as may reasonably be required by Buyer, its counsel, or the Title Company and that may be
necessary to consummate this transaction and to otherwise effect the agreements of the parties hereto,
in form and content reasonably approved by Seller.


 


7.6           
Buyer’s Acts and Deliveries – Final Closing.


 


(a)               
Instructions to release the Ground Lease Termination being held in escrow upon consummation of the Final Closing;


 


(b)              
An updated Buyer’s Certificate;


 


(c)             
Such other documents and instruments as may reasonably be required by Seller, its counsel, or the Title Company and that may be
necessary to consummate this transaction and to otherwise effect the agreements of the parties hereto,
in form and content reasonably approved by Buyer; and


 


(d)              
The Purchase Price, subject to the prorations, credits and adjustments set forth herein.


 


7.7           
Closing Statements. For each of the Initial Closing and the Final Closing, the Title Company shall prepare and the parties
shall sign at the Closing, closing statements with respect to the Property being sold hereunder, which closing statements shall be prepared
in conformity with this Agreement and reflect the financial terms of such sale.


 






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ARTICLE VIII.

Prorations; Costs; and Similar Matters


 


8.1           
Prorations. The following prorations and adjustments will be made effective as of 11:59 p.m. (the
 “Cut-Off Time”) on the date before the Initial Closing Date (except as expressly set forth herein or as
expressly set forth in the Ground Lease). All prorated items accruing from and after 11:59 p.m. shall be paid by Buyer.


 


(a)               
Ad Valorem Taxes. All accrued general real estate, personal property and ad valorem taxes for the current year applicable
to the Property shall be prorated as of the Closing Date. Real estate taxes
due and payable in the year of Final Closing shall be prorated between Seller and Buyer as of the date of Final Closing based upon the
most current information with respect to tax rates and valuation, subject, however, to any payments made by Buyer pursuant to the Ground
Lease prior to the Final Closing. All applicable tax rates and valuation of the Property on the Final Closing Date shall be
binding upon the parties and shall be deemed final (except as such valuation may alter based on the outcome of any applicable tax appeal,
but only to extent such valuation is decreased).


 


(b)             
Special Assessments. All assessments, general or special, levied, pending and/or deferred shall be prorated as of the Final
Closing Date, with Seller being responsible for any installments of assessments that are due prior to such date and Buyer being responsible
for any installments of assessments that are due on or after such date, subject, however,
to any payments made by Buyer pursuant to the Ground Lease prior to the Final Closing.


 


(c)               
Condominium Assessments. All condominium assessments shall be prorated as of the Initial Closing Date and any condominium
funds held by Seller on behalf of the condominium association shall be transferred to Buyer.


 


(d)               
Deposits for Bookings and Advance Payments. All Deposits for Bookings and other forms of advance payments shall be prorated
as of the date of Initial Closing.


 


8.2           
Closing Costs. Seller and Buyer shall pay the costs of the transactions contemplated by this Agreement as allocated below.
Anything in this Agreement to the contrary notwithstanding, the obligation of the parties to pay the allocated costs shall survive the
Final Closing or the termination of this Agreement.


 


(a)               
Seller’s Costs. Seller shall pay: (i) the cost of obtaining the Title Commitment, including all abstracting and title
examination costs of the Title Company; (ii) one-half (1/2) of the premium for the owner’s Title Policy (not including additional
fees or premiums for any endorsements requested by Buyer or costs related to the policy due to a coverage amount in excess of Buyer’s
allocation of the Purchase Price to real property); (iii) the cost of the UCC Searches; (iv) one-half (1/2) of any charges by the Escrow
Agent and Title Company for holding the Earnest Money and closing the transactions contemplated by this Agreement; (v) all state or local
documentary stamp tax or transfer taxes applicable to the Real Property; and (vi) Seller’s accounting, legal and other expenses
associated with the transactions contemplated by this Agreement, whether or not such transactions are consummated.


 


(b)              
Buyer’s Costs. Buyer shall pay: (i) recording fees; (ii) one-half (1/2) of any charges by the Escrow Agent and Title
Company for holding the Earnest Money and closing the transactions contemplated by this Agreement; (iii) Buyer’s accounting, legal
and other expenses associated with the transactions contemplated by this Agreement, whether or not such transactions are consummated;
(iv) all survey costs (if any); (v) one-half (1/2) of the premium for the owner’s Title Policy;
(vi) any endorsements to the owner’s Title Policy, the lender’s policy (if applicable) and any endorsements thereto, or as
otherwise contemplated in Section 8.2(a) above; and (vii) any and all costs in connection with Buyer’s Due Diligence Examination.



 






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8.3           
Utilities and Insurance. All suppliers of utilities shall be
instructed to read meters or otherwise determine the charges owing for services prior to the Cut-Off Time, which charges shall be paid
by Seller. Charges accruing on and after the Initial Closing Date
shall be paid by Buyer. If the amount of the charges owing as of the Cut-Off Time cannot be reasonably determined, the apportionment shall
be based at Initial Closing upon the amount of such charges for
the immediately preceding billing period but shall be readjusted when the amount of such charges is finally determined. If elected by
Buyer, Seller shall be given credit, and Buyer shall be charged, for any utility deposits transferred to Buyer at Initial Closing.
A schedule of all utility deposits is to be delivered by Seller to Buyer prior to Initial Closing.
Seller agrees to execute, in advance of Initial Closing, any releases
or other instruments as required by the utility companies to release information to Buyer with respect to the utilities servicing the
Property. All existing accounts maintained by Seller for utility services to the Real Property shall be closed as of the day
of Initial Closing and all charges accrued prior to Initial Closing shall be paid by Seller. All deposits for such accounts shall be refunded
to and shall belong to Seller. Buyer shall arrange for utility services to the Property commencing on the day of the Initial Closing.
Buyer shall be responsible for obtaining insurance coverage covering the Property as of the day of the Closing in accordance with the
Ground Lease, and risk of loss with respect to the Property shall pass to Buyer at Closing, in accordance with the Ground Lease.


 


8.4          
Sales and Transfer Taxes. Buyer and Seller agree to reasonably cooperate
in the preparation and filing of all necessary documentation and tax returns with respect to all sales taxes and transfer taxes due on
this transaction in compliance with applicable laws.


 


8.5          
Hotel Operation Income and Expenses. All items of income and expense with respect to the Hotel Property, including, without
limitation, revenues from operations, all Property expenses and sewer and utility costs shall be prorated between Buyer and Seller as
of Cut-Off Time. The prorations shall be made in such a manner that Seller shall receive
the income and shall be responsible for the foregoing costs and expenses to the extent they relate to the use, occupancy or operation
of the Property prior to and through the Initial Closing Date, and that Buyer shall receive the income and shall be responsible for the
foregoing costs and expenses to the extent they relate to such use, occupancy or operation of the Hotel Property from and after the Initial
Closing Date with respect to cash on hand and revenues from operations, the following provisions shall be applied:


 


(a)               
All food and beverage revenue as of the Cut-Off Time shall be retained by Seller;


 


(b)             
The guest ledger for guests staying at the Hotel Property on the night before the Initial Closing Date, for that night only, shall
be split 50/50 between the Seller and the Buyer, less credit card charges, travel company charges and similar commissions;


 






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(c)              
Buyer shall purchase, for cash, at the Initial Closing the guest ledger allocated to Seller for Hotel guests staying through the
day of the Initial Closing, less credit card charges, travel company charges and similar commissions;


 


(d)              
Buyer shall purchase all cash in petty cash accounts and cash registers at the Property on the Initial Closing Date, but all checks,
notes, security and other evidence of indebtedness located at the Property on the Initial Closing Date and balances on deposit to the
credit of the Seller with banking institutions are and will remain the Property of the Seller and are not included in this sale;


 


(e)               
All prepaid rentals, room rental deposits and all other deposits for
advance registration, banquets or future services to be provided on and after the Initial Closing
Date, together with the value of any outstanding gift certificates, vouchers, or coupons, shall
be credited to Buyer;


 


(f)                
Buyer shall forward to Seller, promptly upon receipt, any and all revenues due to Seller hereunder and collected by Buyer following
Initial Closing.


 


(g)             
The compensation of the Hotel employees (including, without limitation, all wages, salaries, unused or unpaid earned or
accrued employee benefits, including vacation pay, sick leave and bonuses) (collectively, “Employee Compensation”)
working as of the Cut-Off Time will be prorated as of the end of their respective shifts and following the Initial Closing until the Final
Closing shall be subject to the Employee Lease Agreement. At the Final Closing, subject to any reimbursements owed Seller pursuant to
the Employee Lease Agreement, Seller shall pay to all Hotel employees all Employee Compensation earned or accrued prior to the Final Closing.



 


(h)              
At the Initial Closing, the Parties shall prepare and agree to a schedule of the prorations to be made at the Initial Closing.
To the extent the exact amount of any item of cost, expense or income to be prorated pursuant to this Section is not known as of the Initial
Closing Date, the Parties shall, in preparing the schedule of prorations, either reasonably estimate such cost, expense or income, or
not include the same in the Schedule (in which latter event the item shall be treated as having been estimated to be zero). Thereafter,
as either Party receives receipts, bills or other notices of the actual amount of income, costs or expenses that were originally prorated
on the basis of estimates or that were not previously prorated or paid, such Party shall so notify the other Party and the prorations
called for by this Section shall be recalculated. Within fifteen (15) days after each such recalculation, the Parties shall make the appropriate
cash adjustment between them. Each Party shall have reasonable access to the books and records of the other Party to verify all prorations
made pursuant to this Section. Utility accounts for utilities serving the Property shall be changed to Buyer’s name on the Initial
Closing Date. It is the intent of the Parties to make a final reconciliation of prorated amounts within ninety (90) days after the Initial
Closing.


 


(i)              
Seller shall retain all accounts receivable from the operations of the hotel accruing prior to the Initial Closing (“Seller
Accounts Receivable”). At the Initial Closing, Seller shall provide Buyer with an aging summary of all outstanding Seller
Accounts Receivable from the operations of the Hotel. Any payments received by Buyer of the Seller Accounts Receivable shall be paid to
Seller. Buyer shall provide Seller with such information from the books and records of the Hotel as Seller may reasonably request in order
to assist Seller in collecting the Seller Accounts Receivable. Buyer agrees to remit to Seller without offset and not less frequently
than monthly, any funds received that are attributable to the Seller Accounts Receivable received by Buyer. Buyer
shall use its commercially reasonable efforts to collect Seller Accounts Receivable post-Closing and promptly remit same to Seller as
they are received by Buyer less any reasonable collection costs. Alternatively, at Buyer’s option, Buyer may purchase Seller’s
accounts receivable aged sixty (60) days or less at the Initial Closing for ninety percent (90%) of par. Buyer shall not offset any such
monies received by Buyer against any claims Buyer may have against Seller.


 






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(j)                
All accounts payable owing as of the Cut-Off Time for merchandise, foodstuffs, supplies and other materials and services delivered
or rendered to Seller or the Property prior to the Cut-Off Time in the ordinary course of business and in accordance with this Agreement
shall be paid for by Seller, together with the cost of repair or service of all Personal Property delivered to a shop for repair or service
prior to the Initial Closing Date whether returned to the Hotel before or after the Initial Closing. 


 


(k)              
At the Initial Closing, Buyer shall purchase, at the same invoice price
paid by Seller, all unopened food and beverage inventory and all retail inventory owned by Seller in respect of the Property,
and all such property will be transferred to Buyer at the Initial Closing. As used herein, “unopened” shall refer to the actual
packages of items, not the case or box containing such unopened packages. The Purchase Price shall be adjusted at the Initial Closing
so that the Purchase Price is increased by the purchase price of such retail inventory and unopened food and beverage inventory sold to
Buyer.


 


(l)                
Such other items which have not been addressed above and which are customarily prorated and adjusted in the sale of a hotel
shall be prorated on the Initial Closing Date in accordance with standard, customary prorations, unless to be addressed in the Ground
Lease or at the Final Closing.


 


(m)            
Seller and Buyer shall reasonably cooperate in good faith after the Initial Closing to make a final determination of the prorations
required hereunder (i) with respect to accounts receivable, promptly after receipt of all amounts owing under such accounts receivable,
and (ii) with respect to all other prorations required hereunder, no later than thirty (30) days after the Closing Date. Upon the final
reconciliation of the prorations under this Agreement, the party which owes the other party any sums hereunder shall pay such party such
sums within ten (10) days after the reconciliation of such sums. The obligations to calculate such prorations, make such reconciliations
and pay any such sums shall survive the Closing.


 


(n)              
All baggage or other property of patrons of the Property checked or left in care of Seller shall be listed in an inventory to
be prepared jointly by the employees, agents or representatives of the parties and in duplicate and signed by Seller’s and Buyer’s
representatives on the Initial Closing Date. Buyer shall be responsible from and after the Initial Closing Date and will indemnify and
hold Seller harmless from and against all claims for all baggage and property listed in such inventory.


 


(o)              
To the extent Seller has obtained a loan in connection with the Paycheck Protection Program loan (the “PPP Loan”)
under the U.S. Small Business Administration (“SBA”), Coronavirus Aid, Relief, and Economic Security Act, and
such PPP Loan has not been fully paid or forgiven on or before the Final Closing, Seller shall comply with the SBA requirements with respect
to payment and/or forgiveness with respect to such PPP Loan, or otherwise comply with the SBA procedural notice dated October 2, 2020
(and any subsequent applicable notice, rule or regulation) regarding changes of ownership transactions. In all cases, Seller shall indemnify,
defend and hold Buyer harmless from and against any claim, liability, cost or expense (including reasonable attorneys’ fees) relating
to such PPP Loan.


 






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8.6           
Tax Reduction Proceedings. Seller may file and/or prosecute an application for the reduction of the assessed valuation of
any of the Property or any portion thereof for real estate taxes or a refund of real estate taxes previously paid. The amount of any tax
refunds (net of attorneys’ fees and other costs of obtaining such tax refunds) with respect to the Property for the tax year in
which the Final Closing Date occurs shall be apportioned between Seller and Buyer. Tax refunds for any year prior to the tax year in which
the Final Closing Date occurs shall belong entirely to Seller. If, in lieu of a tax refund for the tax year in which the Final Closing
Date occurs or a prior tax year, a tax credit is received for the tax year in which the Final Closing Date occurs or subsequent tax year,
then (x) within thirty (30) days after receipt by Seller or Buyer, as the case may be, of evidence of the actual amount of such tax credit
(net of attorneys’ fees and other costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between
Seller and Buyer and (y) upon realization by Buyer of a tax savings on account of such credit, Buyer shall pay to Seller an amount equal
to the savings realized (as apportioned). All refunds, credits or other benefits applicable to any fiscal period prior to the fiscal year
in which the Final Closing Date occurs shall belong solely to Seller (and Buyer shall have no interest therein). The provisions of this
Section 8.6 shall survive the Final Closing. To the extent of any conflict, this section 8.6 shall control over Section 8.1(a).


 


ARTICLE IX. 

Representations and Warranties


 


9.1           
Representations and Warranties of Seller. Seller represents and warrants to Buyer as follows:


 


(a)              
Title. The Property is, and will from the date hereof to the
Final Closing Date be, owned, legally and beneficially and of record by Seller. Seller has an insurable fee simple estate in the Real
Property, which as of the Initial Closing and the Final Closing shall be subject only to the Permitted Exceptions. 


 


(b)              
Leases. With the exception of the Bookings, there are no leases or other agreements under which any person or entity other
than Buyer will have the right to occupy any portion of the Property after the Initial Closing, except
Hotel guests and other users or occupants of the Property.


 


(c)               
Organization. Seller (i) is duly formed, validly existing and in full
force and effect under the laws of the State of Ohio,
and (ii) has full power and authority to execute and deliver this Agreement and carry out its obligations hereunder.


 






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(d)              
Consents. To Seller’s knowledge, no consent,
approval, or authorization from any governmental authority or other third party is required to be obtained by Seller in connection with
the execution, delivery, and performance by Seller of this Agreement.


 


(e)                
Review Documents. To the best of Seller’s knowledge, all Review Documents that have been or will be furnished to Buyer
are true, accurate and complete in all material respects.


 


(f)                 
Financial Statements. The Financial Statements for Seller that have been or will be provided to Buyer fairly represent the
results of operation of the Hotel for the period indicated and are true, complete
and accurate in all material respects. 


 


(g)               
Contracts. During the Due Diligence Period, Seller shall have provided to Buyer true and correct copies of all Contracts,
and have advised Buyer of the terms of any oral contracts. There are no other written or oral contracts of any kind to which Seller is
a party relating to the operation, maintenance, or repair of the Property. Seller is not in default under any of the Contracts, and Seller
has received no notice of any default from any other party to the Contracts. No other party is in default under any of the Contracts.


 


(h)               
Labor and Materials. All bills and claims for services, labor, and materials for the Property shall be paid or provided
for at or prior to the Initial Closing, and at the Initial Closing there shall exist no lien or claim (whether or not lienable) arising
from labor performed or material supplied affecting the Property.


 


(i)                
Payroll Taxes. All employee payroll taxes (including social security and unemployment taxes) for time periods prior to the
Initial Closing Date shall be paid or provided for at or prior to the Initial Closing.


 


(j)                 
Property Taxes. All general taxes and special assessments on the Property due and payable with respect to calendar years
prior to 2021 have been paid in full or will be paid.


 


(k)               
Other Taxes. Seller has paid all sales taxes, use taxes and all other taxes relating to the operation of the Hotel
Property which are due and payable. 


 


(l)                 
Additional Tax Representation. Seller has not received written notice of an audit of any taxes payable with respect to the
Hotel, which audit has not been resolved or completed, and Seller is not currently contesting or prosecuting any appeal or request for
abatement or rollback with respect to any taxes, levies or assessments with respect to the Hotel (including any real property taxes and
assessments with respect to the Real Property). All tax returns of Seller required to have been filed for the Hotel have been filed.


 


(m)            
Litigation. There are no pending (or, to Seller’s knowledge, threatened) judicial, municipal or administrative proceedings
(including bankruptcy proceedings) affecting the Property or in which Seller is or will be a party by reason of Seller’s ownership
or operation of the Property or any portion thereof.


 






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(n)              
Condemnation. There are no condemnation, eminent domain, or similar proceedings or actions pending, or to Seller’s
knowledge, threatened, with respect to the Property or any part thereof.


 


(o)              
Authority. The execution and delivery of this Agreement by Seller, and the performance of this Agreement by Seller, has
been duly authorized by Seller, and this Agreement is binding on Seller and enforceable against Seller in accordance with its terms. Neither
the execution of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in a breach of, default under,
or acceleration of, any agreement to which Seller is a party or by which Seller or the Property are bound; or (ii) violate any restriction,
court order, agreement or other legal obligation to which Seller and/or the Property is subject.


 


(p)              
Compliance with Environmental Laws. Except as otherwise disclosed in environmental reports provided to Buyer during the
Due Diligence Period, to the best of Seller’s knowledge, no Hazardous Materials are located on the Property, except for Hazardous
Materials in such amounts as are permitted by applicable Environmental Laws and used in the ordinary course of business in operating,
maintaining or repairing the Hotel. Seller has not received any written notice from a governmental authority or entity alleging
or stating a violation of any Environmental Laws with respect to the Property. To the best of Seller’s knowledge, Seller and the
Property are currently in compliance with all applicable Environmental Laws, and there has been no storage, treatment, generation, transportation
or Release of any Hazardous Materials at, upon or under the Property that represents a current violation of, or an actionable claim under,
any applicable Environmental Laws. Any Hazardous Materials that have been heretofore removed from the Real Estate or otherwise remediated
have been removed or remediated in accordance with all applicable Environmental Laws and no further action is required by Seller. For
the purposes of this Agreement,


 


(i)           
“Environmental Laws” means the Comprehensive Environmental Response Compensation and Liability Act of 1980 (CERCLA),
as amended by the Superfund Amendments and Reauthorization Act of 1986 (SARA), 42 U.S.C. § 9601 et seq.; the Solid Waste Disposal
Act, as amended by the Resource Conservation and Recovery Act of 1976 (RCRA), 42 U.S.C. § 6901 et seq.; the Federal Water Pollution
Control Act, 33 U.S.C. § 1251 et seq; the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; the Clean Air Act, 42 U.S.C.
 § 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 3001 et seq; the Hazardous Materials Transportation Act, 49 U.S.C.
 § 1801 et seq; the OSHA Hazard Communication Standard, 29 C.F.R. § 1910.1200 et seq., and equivalent state laws and regulations
designed to protect human health and the environment, including, without limitation, those relating to manufacture, processing, use, distribution,
treatment, storage, disposal, generation or transportation of Hazardous Materials; air, soil, surface or ground water or noise pollution;
Releases; and notification requirements relating to the foregoing;


 


(ii)           
“Hazardous Materials” means and includes the following, including mixtures or combinations thereof: (a) any substance
or material that is now or in the future included within the definitions of or regulated as “hazardous substances,” “hazardous
materials,” “toxic substances,” “pollutant,” “contaminant,” “hazardous waste,” “universal
waste,” “waste” or “solid waste” in any Environmental Law; (b) oil and petroleum products and natural gas,
natural gas liquids, liquefied natural gas and synthetic gas usable for fuel; (c) asbestos and asbestos-containing materials; and (d)
polychlorinated biphenyls.


 






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(iii)           
“Release” means a reportable spill, discharge, leak, emission, dumping, or other release of any Hazardous Materials
into the environment, including without limitation any Release of a reportable quantity or which is deemed subject to CERCLA by the governmental
authority responsible for implementing CERCLA.


 


(q)              
Compliance with Other Laws. To the best of Seller’s knowledge, Seller and Hotel Manager (with respect to the Hotel)
have complied with all federal, state, county, and local laws, ordinances, regulations and orders applicable to Seller or the Property,
and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or notice has been filed or commenced against
the Seller or the Hotel alleging any failure to so comply.


 


(r)                
Compliance with the Condominium Documents and Association Documents. All Condominium Documents and Association Documents
are in full force and effect and, to Seller’s knowledge, comply, in all material respects, with all applicable Michigan State statutes
(including, without limitation, condominium statutes) and the requirements of any governmental authority having jurisdiction. Seller has
delivered (or will deliver) to Buyer true, correct and complete copies of the Condominium Documents and Association Documents, and the
Condominium Documents and Association Documents have not been supplemented, modified or amended, and there are no other material agreements
with respect to the condominium regime or the Association. To Seller’s knowledge, no party to the Condominium Documents or Association
Documents is in default under the Condominium Documents, and no event has occurred or circumstance exists which, with notice or the passage
of time, would result in a breach or default by Seller or any other party thereunder.


 


(s)               
Permits and Notices. Seller has all Permits necessary for the use and occupation of the Real Property. Seller has not received
any written notice or written report from any governmental authority alleging that the Property or any portion thereof, and the use and
operation thereof, is not in compliance with all applicable municipal and other governmental laws, ordinances, regulations, codes, permits,
and authorizations.


 


(t)                
Pending Insurance Claims. There are no pending insurance claims by Seller with respect to loss or damage to any of the Property.


 


(u)              
Prohibited Persons and Transactions. Neither Seller nor to Seller’s knowledge any of its Affiliates or any of their
respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives,
or agents is a person or entity with whom U.S. persons or entities are restricted from doing business under the regulations of the Office
of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially
Designated and Blocked Persons List), or under any statute, executive order (including the September 24, 2001 Executive Order Blocking
Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action.


 


(v)              
Employees. There are no employment agreements or employment contracts (written or otherwise) to which Seller or Hotel Manager
is a party that will be binding on Buyer as of the Initial Closing. There is no collective bargaining agreement or union contract pertaining
to the Hotel or Hotel employees, and no union is serving as a collective bargaining agent for any of Seller’s employees as of the
Effective Date, and no effort currently exists to organize any of Seller’s employees into a bargaining unit, and has there been
no union representation involving any Hotel employee within the last five (5) years. With respect to the Hotel, there are no (i) ongoing
or, to Seller’s knowledge, threatened labor strikes, work stoppages, or lockouts in effect by any Hotel employees, (ii) grievances,
complaints, or charges by any current or former Hotel employees with respect to employment or labor matters involving the Hotel (including,
without limitation, charges of employment discrimination, retaliation or unfair labor practices) pending or, to Seller’s knowledge,
threatened in writing in any judicial, regulatory or administrative forum, or under any private dispute resolution procedure, or (iii)
internal written grievances, written complaints or written charges by current or former Hotel employees involving the Hotel with respect
to employment or labor matters (including, without limitation, allegations of employment discrimination, retaliation or unfair labor practices).
To Seller’s knowledge, there are no pending governmental audits or investigations of employment practices or policies at the Hotel,
and neither Seller nor Hotel Manager nor the Hotel is subject to any order, consent decree, judgment or injunction in respect of any matter
relating to the Hotel. To Seller’s knowledge, all individuals classified as independent contractors who currently work or in the
past have worked at the Hotel are or were properly classified as independent contractors under applicable legal requirements.


 






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(w)            
ERISA. No lien exists on the Property by operation of law or otherwise as a result of the operation or maintenance by Seller,
or an Affiliate of Seller, of any employee benefit plan, as that term is defined in ERISA. Seller is not an employee benefit plan and
none of Seller’s assets are plan assets as defined or determined under ERISA.


 


(x)              
Right of First Refusal/Option. Other than Buyer pursuant to this Agreement, no other party has any right (including any
right of first refusal or first offer) or option to purchase or otherwise acquire the Hotel or any portion thereof or any interest therein.


 


(y)              
Management Agreement. The Management Agreement is in full force and effect. There is no other management or operating agreement
with respect to the Property or the Hotel and there are no amendments, modifications, terminations, side letters, guaranties or other
agreements affecting the duties and obligations of the parties to the Management Agreement that will survive the Initial Closing. Seller,
at Seller’s sole cost and expense, must terminate the Management Agreement effective as of the Initial Closing. Buyer shall not
be obligated to accept or assume any right, title, interest, duty or obligation in, to or under the Management Agreement, and neither
Seller nor Manager shall have any claim or cause of action against Buyer for any loss, cost, damage or liability under the Management
Agreement.


 


(z)               
Bankruptcy. Seller is not the subject debtor under any federal, state or local bankruptcy or insolvency proceeding, or any
other proceeding for dissolution, liquidation or winding up of its assets.


 


(aa)           
Intellectual Property. Exhibit G contains a true, accurate and complete list of all registered and/or applied
for trademarks, trade names, and service marks related to the Hotel. There has been no litigation, claims or proceedings made or brought
in connection with any of the Hotel Intellectual Property Data and Information. To Seller’s knowledge, there is no party that has
any legal rights or interest in any trademark, service mark, logo, recipe, name of hotel restaurants or other food and beverage outlet
or other identifying material or symbol used in connection with the Hotel and no party is infringing, misappropriating or otherwise misusing
any of the foregoing.


 






     29 


     


    

 


(bb)          
Data Security. To Seller’s knowledge, Seller has not received written notice of any violation of Data Rules pertaining
to the personal information of Hotel guests in Seller’s or Hotel Manager’s possession.


 


(cc)           
Improvements. There are no ongoing capital improvement projects at the Property that have commenced on or before the date
hereof that will not be completed and paid for in full prior to Initial Closing.


 


For
purposes of this Section 9.1, and the documents to be delivered pursuant hereto, references to “to Seller’s knowledge”
or “Seller’s knowledge” or “Seller has no knowledge” or words of similar import shall mean the actual,
present, conscious knowledge of Joseph Moffa (the “Seller Knowledge Individual”),
with a commercially reasonable duty of investigation and inquiry, including inquiry of the Hotel Manager, provided, however, that the
Seller Knowledge Individual shall not have any individual liability in connection herewith.


 


9.2           
Representations and Warranties of Buyer. Buyer represents and warrants to Seller as follows:


 


(a)               
Consents. No consent, approval, or authorization from any governmental authority or third party is required to be obtained
by Buyer in connection with the execution, delivery, and performance by Buyer of this Agreement.


 


(b)              
Authority. The execution and delivery of this Agreement by Buyer, and the performance of this Agreement by Buyer, have been
duly authorized by Buyer, and this Agreement is binding on Buyer and enforceable against Buyer in accordance with its terms. Neither the
execution of this Agreement nor consummation of the transactions contemplated hereby will (i) result in a breach of, default under or
acceleration of any agreement to which Buyer is a party or by which Buyer is bound, or (ii) violate any restriction, court order, agreement
or other legal obligation to which Buyer is subject.


 


(c)               
Litigation. To Buyer’s knowledge, there are no pending (or threatened) judicial, municipal or administrative proceedings
(including bankruptcy proceedings) affecting the Property or in which Buyer is or will be a party by reason of Buyer’s ownership
or operation of the Property or any portion thereof that are not fully covered by insurance maintained by Buyer or a third party.


 


(d)              
Prohibited Persons and Transactions. Neither Buyer nor to Buyer’s knowledge
any of its Affiliates or any of their respective partners, members, shareholders or other equity owners, and none of their respective
employees, officers, directors, representatives, or agents is a person or entity with whom U.S. persons or entities are restricted from
doing business under the regulations of OFAC (including those named on OFAC’s Specially Designated and Blocked Persons List), or
under any statute, executive order (including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions with
Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action.


 






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9.3           
Survival of Representations and Warranties. The representations and warranties contained in Sections 9.1 and 9.2 of this
Agreement shall survive the Final Closing and the consummation of the transactions contemplated by this Agreement for a period of twelve
(12) months (the “Survival Period”).


 


9.4           
Changes to Representations and Warranties. The Parties acknowledge and agree that there may be certain factual changes to
the representations and warranties set forth herein between the Initial Closing Date and the Final Closing Date due to acts or omissions
permitted hereunder or pursuant to the Ground Lease, therefore, Seller’s and Buyer’s representations and warranties set forth
in this Article IX shall be deemed modified to reflect any changes in the same as a result of changes of facts resulting from any
actions and omissions which are permitted under this Agreement or the Ground Lease, and shall not be a default by Seller or grounds for
Buyer to terminate this Agreement.


 


ARTICLE X. 

Casualty or Condemnation


 


10.1           
Casualty or Condemnation. If, prior to the Final Closing, all or any portion of the Property is damaged by fire or other
casualty (collectively, “Damage”), or is taken or made subject to condemnation, eminent domain or other governmental
acquisition proceedings (collectively, “Eminent Domain”), then the following procedures shall apply:


 


(a)               
$250,000 or Less. If the aggregate cost of repair or replacement or the value of the Eminent Domain (collectively, “repair
and/or replacement”) is $250,000 or less, in the opinion of Buyer’s and Seller’s respective engineering consultants,
or such Eminent Domain would not (i) cause the Hotel to be in violation of any applicable law, including, without limitation, zoning laws
and requirements, (ii) result in any permanent material reduction or restriction in access to the Real Property, or (iii) have a permanent
materially adverse effect on the business as conducted prior to such taking (in Buyer’s commercially reasonable discretion), Buyer
shall close and purchase the Property and receive a credit from Seller in the estimated amount of the repair or replacement at the Initial
Closing. Seller shall pay the amount of the insurance deductible to Buyer, and any casualty insurance or condemnation proceeds shall be
the sole and exclusive property of Seller.


 


(b)              
In Excess of $250,000. If the aggregate cost of repair and/or
replacement is greater than $250,000, in the opinion of Buyer’s
and Seller’s respective engineering consultants, or such Eminent Domain would (i) cause the Hotel to be in violation of any applicable
law, including, without limitation, zoning laws and requirements, (ii) result in any permanent material reduction or restriction in access
to the Real Property, or (iii) have a permanent materially adverse effect on the business as conducted prior to such taking (in Buyer’s
commercially reasonable discretion), then Buyer, at its sole option, may elect either to (i) terminate this Agreement by written notice
to Seller, in which event the Earnest Money shall be refunded to Buyer and neither party shall have further liability hereunder, except
as otherwise provided in this Agreement; or (ii) proceed to close subject to a reduction of the Purchase Price by an amount equal to the
insurance deductible, which shall be applied against the cash otherwise due at the Final Closing, together with an assignment of the proceeds
of Seller’s casualty insurance for all Damage (or condemnation awards for any Eminent Domain). In such event, Seller shall reasonably
cooperate with Buyer in the adjustment and settlement of the insurance claim (or condemnation award). The proceeds and benefits under
any rent loss or business interruption policies attributable to the period following the Final Closing shall likewise be transferred and
paid over to Buyer.


 






     31 


     


    

 


(c)               
Elections and Disputes. The parties shall make all elections and determinations within twenty (20) business days following
occurrence of the event giving rise to the Damage or Eminent Domain. In the event of a dispute between Seller and Buyer with respect to
the cost of repair and/or replacement with respect to the matters set forth in this Article X, an engineer designated by Seller and an
engineer designated by Buyer shall select an independent engineer licensed to practice in the State of Michigan who shall solely resolve
such dispute. All fees, costs, and expenses of third engineer so selected shall be shared equally by Buyer and Seller.


 


(d)              
Ground Lease. In the event of Damage or a Condemnation occurring between the Initial Closing and the Final Closing, the
Ground Lease shall govern the treatment of insurance and/or condemnation proceeds.


 


ARTICLE XI. 

Termination and Default Prior to Closing


 


11.1           
Termination. If this Agreement is terminated by Seller or Buyer pursuant to an express right granted herein, the parties
shall have no further rights or obligations to each other; provided, however, the provisions of this Section 11.1 and Sections 3.1, 3.4,
8.2 and 12.12 shall survive such termination and continue to bind the parties. Further, if this Agreement is so terminated, Buyer shall
maintain the confidentiality of Seller’s records and other matters disclosed by Seller or otherwise discovered by Buyer in connection
with the transactions contemplated hereby as required by Section 3.2; promptly return or destroy any of Seller’s records and other
matters delivered to Buyer by Seller in connection with the transactions contemplated by this Agreement (subject to bona fide retention
policies); and deliver to Seller copies of all studies, reports and other materials produced by third parties for Buyer in connection
with the physical condition of the Property with no representation or warranty regarding the accuracy or completeness of any such third-party
reports.


 


11.2           
Default Prior to Closing.


 


(a)               
Default by Buyer. If Buyer defaults in performing its obligations under this Agreement in any material respect (except
in the case of Buyer’s failure to close on the Final Closing Date, in which case there shall be no cure period), and such default
continues uncured for five (5) days after Seller gives Buyer written notice of such default, then for so long thereafter as such default
continues uncured, Seller, as its sole and exclusive remedy for any such default, shall be entitled to terminate this Agreement by giving
Buyer written notice to such effect, and thereafter (i) Escrow Agent shall deliver the Earnest Money to Seller, (ii) to the extent the
TPG Loan has been entered into, Buyer shall cause TPG Lender to reduce the balance of the TPG Loan by $1,000,000.00 (the “TPG
Loan Credit”), (i) and (ii) collectively as liquidated damages for Buyer’s default, and (iii) to the extent entered
into, the Ground Lease shall be terminated as of the date of the termination of this Agreement, and neither party shall thereafter have
any further rights or liabilities under this Agreement, except any obligation that, pursuant to the terms of this Agreement, specifically
survives the termination of this Agreement. The parties acknowledge that the actual amount of damage resulting from a default by Buyer
would be difficult or impossible to accurately ascertain, and that the foregoing sum is a reasonable estimate of such damages under the
circumstances existing as of the date of this Agreement. The parties further acknowledge that the TPG Loan Credit is being provided in
lieu of Buyer depositing an additional $1,000,000.00 of earnest money at the Initial Closing, therefore the TPG Loan Credit is a material
element of the transaction contemplated under this Agreement, and TPG Lender agrees that it will properly credit the $1,000,000.00 against
to balance of the TPG Loan, in the event of Buyer’s default under this Agreement (subject to any grace and cure period provided
herein) and Seller’s termination of this Agreement in accordance with this Section 11.2(a). In the event TPG Lender fails to provide
Seller the TPG Loan Credit as contemplated by this Section 11.2(a), then notwithstanding anything herein to the contrary, Seller shall
be entitled to pursue any and all remedies against Buyer and/or TPG Lender, which may be available at law and/or in equity, including
but not limited to damages in the amount of the Earnest Money and TPG Loan Credit (excluding, however, special, consequential and punitive
damages).


 






     32 


     


    

 


11.3           
Default by Seller. If Seller defaults in performing its obligations under this Agreement, and such default continues uncured
for five (5) days after Buyer gives Seller written notice of such default, then Buyer shall have the right, after delivery of written
notice to Seller of such failure to exercise any one of the following as Buyer’s sole and exclusive remedy:


 


(a)              
proceed to Closing without any reduction in or set-off against the Purchase Price, in which case Buyer shall be deemed to have
waived Seller’s default in performing its obligations and covenants under this Agreement or Seller’s incorrect representations
and warranties; or


 


(b)             
terminate this Agreement by giving Seller written notice of such election prior to the consummation of the Initial Closing or Final
Closing, as applicable, whereupon (i) Escrow Agent shall promptly return the Earnest Money to Buyer, (ii) Seller shall reimburse Buyer,
upon receipt by Seller of reasonable written evidence thereof, for its actual, out-of-pocket due diligence expenses related to the Transaction
contemplated by this Agreement, not to exceed One Hundred Fifty Thousand and No/100 Dollars ($150,000) in the aggregate, (iii) neither
party to this Agreement shall thereafter have any further rights or liabilities under this Agreement, except, however, that the parties
shall remain obligated with respect to the provisions herein which specifically survive termination; or


 


(a)               
seek specific performance on the part of Seller under the terms of this Agreement; provided such action seeking specific performance
is initiated in a court of competent jurisdiction within sixty (60) days after the scheduled Initial Closing Date or Final Closing Date,
as applicable. Failure to file a suit for specific performance within such sixty (60) day period shall be deemed a waiver of such remedy.


 


11.4           
Remedies After Closing. If it is determined at any time after the Initial Closing and prior to the expiration of the Survival
Period that any of the representations and warranties of Seller set forth in this Agreement were not accurate in any material respect
as of the Effective Date (or as reaffirmed) or Seller breaches any covenant that survives the Initial Closing, then, provided that Buyer
has delivered written notice to Seller of such inaccuracy or breach prior to the expiration of the Survival Period, unless Seller cures
such inaccuracy or breach to Buyer’s reasonable satisfaction (by paying money and, as applicable, performing any act or acts necessary
to do so) on or before fifteen (15) days after such written notice from Buyer of such inaccuracy, Seller shall be liable to Buyer
with respect to such inaccuracy in such representations and warranties or breach and Buyer shall be entitled to any right or remedy which
Buyer may otherwise have against Seller either at law, or in equity or otherwise on account of such inaccuracy or breach. The provisions
of this section shall survive the Final Closing (and not be merged therein) or any earlier termination of this Agreement. Seller agrees
that, during the Survival Period, Seller shall maintain cash liquidity of not less than $250,000.00.


 






     33 


     


    

 



 


11.5             
Survival. This Article XI shall survive the Initial Closing, the Final Closing or the earlier termination of this Agreement.


 


ARTICLE XII. 

Miscellaneous


 


12.1             
Brokerage Commission. Seller shall pay the brokerage commission to Alpine Realty Capital Exclusive Realty which shall be
paid and discharged at the Final Closing pursuant to a separate written agreement. Except as provided in this Section 12.1, Buyer and
Seller each represent and warrant that they have not been represented by any broker in connection with the sale of the Property, and
no commissions or fees are due to any broker or finder’s fees by reason of either party’s actions in this matter. Seller
and Buyer shall and do each hereby indemnify, defend and hold harmless the other from and against the claims, demands, actions and judgments
of any and all brokers, agents and other persons or entities alleging a commission, fee or other payment to be owing by reason of their
respective dealings, negotiations or communications in connection with this Agreement or the purchase and sale of the Property. Notwithstanding
anything in this Agreement to the contrary, the indemnity obligations in this Section shall survive the termination of this Agreement
or the Final Closing.


 


12.2             
Construction of Agreement. In the construction and interpretation of the terms of this Agreement, the rule of construction
that a document is to be construed most strictly against the party who prepared it shall not be applied because both Buyer and Seller
have participated in the preparation of this Agreement.


 


12.3             
Integration; Modification; Waiver. This Agreement constitutes the complete and final expression of the agreement of the
parties relating to the subject matter hereof and supersedes all previous contracts, agreements, and understandings of the parties, either
oral or written, relating to such subject matter. This Agreement cannot be modified, or any of the terms hereof waived, except by an
instrument in writing (referring specifically to this Agreement) executed by a specifically authorized officer, director or agent of
the party against whom enforcement of the modification or waiver is sought.


 


12.4             
Headings; Construction. The headings that have been used throughout this Agreement have been inserted for convenience of
reference only and do not constitute matter to be construed in interpreting this Agreement. The words “herein,” “hereof,”
 “hereunder,” and other similar compounds of the word “here” when used in this Agreement shall refer to the entire
Agreement and not to any particular provision or section unless the context otherwise requires. If the last day of any time period stated
herein shall fall on a Saturday, Sunday, or legal holiday, then the duration of such time period shall be extended so that it shall end
on the next succeeding day that is not a Saturday, Sunday, or legal holiday.


 






    34


     


    

 


12.5          
Assignment. At or prior to the Initial Closing and/or the Final Closing, Buyer may assign this Agreement to an Affiliate
of Buyer without the prior consent of Seller, provided that Buyer gives Seller written notice of such assignment and furnishes a copy
of the document evidencing such assignment, and further provided that Buyer shall not be relieved of any liability hereunder. Any other
assignment by Buyer of its rights under this Agreement shall be subject to approval by Seller, which approval shall not be unreasonably
withheld or delayed; provided in any such case, Buyer shall not be relieved of any liability
hereunder. Seller shall not assign any of its rights or obligations under this Agreement without Buyer’s prior written consent,
which consent shall not be unreasonably withheld, conditioned or delayed.


 


12.6             
Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.


 


12.7            
1031 Exchange. Buyer and Seller agree to reasonably cooperate if either party elects to structure the transaction as a
 “like-kind” or other tax-deferred exchange under Section 1031 of the Internal Revenue Code of 1986. If either party elects
to effect a tax-deferred exchange, such an exchange shall not interfere with or excuse the party’s obligations under this Agreement,
and Seller shall be required to sell the Property directly to Buyer and Buyer shall be required to purchase the Property directly from
Seller for the price and on the terms set forth in this Agreement. In no event shall the non-exchanging party be required to pay funds
or incur expenses (including attorney’s fees) in addition to those called for elsewhere in this Agreement. Further, in no event
shall an election to affect a tax-deferred exchange delay the Final Closing.


 


12.8             
Further Acts. In addition to the acts recited in this Agreement to be performed by the parties, the parties shall perform
or cause to be performed at the Initial Closing or Final Closing, as applicable, or after the Initial Closing or Final Closing, as applicable,
any and all such further acts as may be reasonably necessary to consummate the transactions contemplated by this Agreement.


 


12.9             
Time of the Essence. Time is of the essence of this Agreement.


 


12.10            Notices.
Wherever any notice or other communication is required or permitted hereunder, such notice or other communication shall be in writing
and shall be delivered by hand, by nationally recognized overnight express delivery service, by U.S. registered or certified mail, return
receipt requested, postage prepaid, or by electronic transfer to the addresses set out below or at such other addresses as are specified
by written notice delivered in accordance herewith:


 


	 	If to Seller:	PRIDE ONE CHERRY TREE, LLC &
	 	 	IPN-PRIDE INVESTMENT HOLDINGS, LLC
	 	 	Attn: Douglas C. Leohr, Manager
	 	 	2211 Medina Road, Suite 100
	 	 	Medina, Ohio 44256
	 	 	Email: dleohr@prideone.cc
	 	 	 
	 	with a copy to:	The Law Offices of Phillip A. Helon
	 	 	Attn: Phillip A. Helon, Esq.
	 	 	2211 Medina Road, Suite 100
	 	 	Medina, Ohio 44256
	 	 	Email: pah@helonlaw.com




 






    35


     


    

 


	 	If to Buyer:	The Procaccianti Group, LLC
	 	 	1140 Reservoir Avenue
	 	 	Cranston, Rhode Island 02920-6320
	 	 	Attention: Ron M. Hadar, General Counsel
	 	 	E-mail: rhadar@procaccianti.com
	 	 
	 	With a copy to:	Morris, Manning & Martin, LLP
	 	 	3343 Peachtree Road, N.E.
	 	 	Suite 1600
	 	 	Atlanta, Georgia 30326
	 	 	Attention: Catherine E. Morgen
	 	 	E-mail: cmorgen@mmmlaw.com




 


Any notice or other communication
mailed as hereinabove provided shall be deemed effectively given (a) on the date of delivery, if delivered by hand; (b) on the date received
if sent by overnight express delivery or if sent by U.S. mail; or (c) on the date of transmission, if sent by electronic transfer device.
Such notices shall be deemed received (i) on the date of delivery, if delivered by hand or overnight express delivery service; (ii) on
the date indicated on the return receipt if mailed; or (iii) on the date of transmission, if sent by electronic transfer device. If any
notice mailed is properly addressed but returned for any reason, such notice shall be deemed to be effective notice and to be given on
the date of mailing.


 


12.11           
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Michigan.


 


12.12           
Litigation. In the event of litigation between the parties with respect to the Property, this Agreement, the performance
of their respective obligations hereunder or the effect of a termination under this Agreement, Grand Traverse County, Michigan, shall
be the sole and exclusive venue of such litigation. The non-prevailing party shall pay all court-awarded costs and reasonable attorneys’
fees incurred by the prevailing party in connection with such litigation. Notwithstanding any provision of this Agreement to the contrary,
the obligations of the parties under this Section 12.12 shall survive the termination of this Agreement.


 


12.13           
No Partnership or Joint Venture. The parties shall not by virtue of this Agreement be deemed to be partners or joint venturers.


 


12.14           
No Third Party Beneficiary. This Agreement is for the benefit only of the parties hereto and their nominees, successors,
beneficiaries and assignees as permitted in Section 12.5 and no other person or entity shall be entitled to rely hereon, receive any
benefit here from or enforce against any party hereto any provision hereof.


 






    36


     


    

 


12.15           
No Recordation. Neither Buyer, any affiliate of Buyer, nor any person acting by or on behalf of Buyer, shall record this
Agreement, or any memorandum or other notice of this Agreement, in any public records. The foregoing shall not prohibit the recording
of the Memorandum of Ground Lease as contemplated in this Agreement.


 


12.16           
Counterparts. This Agreement may be executed in several counterparts,
each of which shall be fully effective as an original and all of which together shall
constitute one and the same instrument. The signatures of all the parties need not appear on the same counterpart,
and delivery of a signed counterpart signature page by fax or PDF or other electronic transmission (including, but not limited to, DocuSign
or similar electronic signature platforms or technologies) is as effective as signing and delivering an original. 


 


12.17           
Severability. If any provision of this Agreement shall, for any
reason, be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or
invalidate the remainder of this Agreement but shall be confined in its operation to the provision or provisions hereof directly involved
in the controversy in which such judgment shall have been rendered.


 


[Balance
of Page Intentionally Blank; Signatures on Following Page]


 






    37


     


    

 


EXECUTED AND DELIVERED as
of the date first stated above.


  


	SELLER:	PRIDE ONE CHERRY TREE, LLC, an
                       Ohio limited liability company
	 	 
	 	By:	IPN-PRIDE INVESTMENT HOLDINGS, LLC,
	 	 	an Ohio limited liability company
	 	 	 
	 	Its: Manager
	 	 
	 	By:	/s/  Douglas C. Leohr
	 	 	Name: Douglas C. Leohr
	 	 	Title: Manager
	 	 
	 	Date: April 28, 2021
	 	 
	 	IPN-PRIDE INVESTMENT HOLDINGS, LLC,
	 	an Ohio limited liability company
	 	 
	 	By:	/s/  Douglas C. Leohr
	 	 	Name: Douglas C. Leohr
	 	 	Title: Manager
	 	 
	 	Date: April 28, 2021
	 	 
	 	 
	BUYER:	THE PROCACCANTI GROUP, LLC, a Rhode Island limited liability company


 


	 	By:	/s/ James A. Procaccianti
	 		Name:	James A. Procaccianti
	 		Title:	Manager
	 	 
	 	Date: April 28, 2021
	 	 


 


	TPG Lender:	The Procaccianti Group, LLC
	 	 


 


	 	By:	/s/ James A. Procaccianti
	 		Name:	James A. Procaccianti
	 		Title:	Manager
	 	 
	 	Date: April
    28, 2021



 






     


     


    

 


EXHIBIT A


 


LEGAL DESCRIPTION


 


(HOTEL PROPERTY)


 


[subject to confirmation upon review of title
commitment with respect to excluded units]


 


Units 1-77 inclusive, Cherry Tree Condominium,
pursuant to Grand Traverse County Subdivision Plan 317, but excluding fractional interests in Units 2, 3, 4, 9, 23, 24, 37, 45 and 72
which are not owned by Seller (consisting of Units 2A, 2C, 3A, 3D, 4D, 9D, 23D, 24D, 37A, 45A, 72B, and 72F)


 






     


     


    

 





EXHIBIT B


 


FORM OF GROUND LEASE


 


[TO BE AGREED UPON IN ACCORDANCE DURING THE
DUE DILIGENCE PERIOD]


 






     


     


    

 


EXHIBIT C


 


ALLOCATION


 


[TO BE ATTACHED IF AGREED UPON IN ACCORDANCE
WITH SECTION 2.2(c)]


 






     


     


    

 


EXHIBIT D


 


FORM OF REFINANCE DOCUMENTS


 


[TO BE AGREED TO DURING DUE DILIGENCE IN ACCORDANCE
WITH SECTION 2.4]


 






     


     


    

 


EXHIBIT E


 


DUE DILIGENCE DOCUMENTS


 


	Due
    Diligence Checklist – Cherry Tree Inn
	Items
    Requested
	1.
    Financial /

 Accounting	 
	1.01	Detailed
    monthly financial statements (Prior 5 Years and YTD)
	1.02	Detailed
    monthly 2021 budget
	1.03	Detailed
    monthly 2021 actual-reforecast
	1.04	Detail
    of any non-recurring events in last 5 year financial statements (Revenue and Expense)
	1.05	YE
    audited financials if available or internally audited P&Ls
	1.06	STR
    Reports (2018, 2019, 2020 and YTD)
	1.07	Reserve
    account balance
	1.08	Balance
    sheet for asset (2018, 2019, 2020 and YTD)
	1.09	AR
    / AP statements (2018, 2019, 2020 and YTD)
	1.10	General
    Ledger (2018, 2019, 2020 and YTD)
	1.11	Historic
    Retail Rent Rolls 
	 	 
	2.
    Sales & 

Marketing / 

Operations /

 Management	 
	2.01	2021
    Marketing & Business Plan
	2.02	List
    of top producing accounts (rate & # of nights) for current year and change from previous
	2.03	Segmentation
    reports (2018, 2019, 2020 and YTD)
	2.04	Booking
    pace reports
	2.05	2021
    Citywide calendar
	2.06	Internet
    production reports (Expedia, Booking.com etc.)
	2.07	Reservation
    contribution reports (2018, 2019, 2020 and YTD)
	2.08	Schedule
    of any corporate contracts (crew & services)
	2.09	Most
    recent QA / GSS reports
	2.10	Turnaway
    / lost business reports
	2.11	Utility
    bills (2018, 2019, 2020 and YTD)
	2.12	Detailed
    breakdown of advertising expenditures and any associated contracts (printed, digital, etc.)
	2.13	Summary
    schedule of all fees/costs allocated to or charged by management company
	2.14	Summary
    schedule of all corporate costs that hit asset P&L
	2.15	Website
    performance dashboard and any SEO dashboards



 






     


     


    

 


	 	 
	3.
    CapEx	 
	3.01	Detailed
    historical capital expenditures (Past 5 years)
	3.02	Five
    year capital plan (2021-2025)
	 	 
	4.
    Physical &

 Environmental	 
	4.01	Physical
    (hotel and marina), structural & seismic reports
	4.02	Environmental
    reports
	4.03	List
    of any known physical or environmental issues
	4.04	Site
    plans
	4.05	Floor
    plans
	4.06	ADA
    study, if applicable
	4.07	Any
    other existing third party reports
	 	 
	5.
    Contracts & Leases	 
	5.01	Service
    / vendor / maintenance contracts and summary list of same
	5.02	Purchasing
    agreements
	5.03	Management
    agreement (+ amendments & side letters)
	5.04	List
    and copies of all leases with descriptions (marina, tenant, equipment, off-site)
	5.05	Parking
    agreements
	5.06	Consulting
    agreements
	5.07	Rate
    agreements
	 	 
	6.
    Taxes	 
	6.01	Detailed
    buildup for the tax line items including any applicable taxes booked in that line (i.e. real property taxes, personal property taxes,
    sales taxes, etc.)
	6.02	Real
    estate tax bills (2017-current)
	6.03	Personal
    property tax bills (2017-current)
	6.04	Sales
    tax bills (2017-current)
	6.05	Transient
    occupancy tax bills (2017-current)
	6.06	Any
    tax abatement documents
	 	 
	7.
    Insurance	 
	7.01	Summary
    of coverages in place; current insurance structure/premiums
	7.02	Workers
    comp costs
	7.03	Loss
    run history: all items since ownership of asset
	7.04	COPE
    information (construction, occupancy, protection, environment; usually available in the property submission the broker submitted
    to underwriter's for the last property renewal)
	7.05	Replacement
    cost valuation (last reported to underwriters for renewal)
	7.06	NFIP
    flood policy and elevation certificates                                 
    
	7.07	Wind/hurricane
    PML studies, if applicable
	7.08	Any
    warranties still in effect



 






    2 


     


    

 


	 	 
	8.
    Employees 	 
	8.01	Current
    employee roster with title, zip code, gender, DOB, FT/PT, exempt vs. nonexempt, wages
	8.02	Current
    employee handbook
	8.03	Benefit
    info including what  specific benefits plans are, who is enrolled, costs for the employee and employer for all lines of
    coverage, who has what level of coverage, (single, ee+1, family), premium costs for the different lines of coverage, etc.
	8.04	Basic
    organizational chart showing names, base salary, and reporting relationships (and anyone who is clustered or shared that hits the
    property P&Ls) down to the supervisory level
	8.05	Schedule
    of any complexed positions
	8.06	Internal
    memos & reports regarding organizing efforts
	8.07	Competitive
    wage surveys
	8.08	Associate
    satisfaction surveys
	 	 
	9.
    Legal	 
	9.01	Title
    and all exception documents
	9.02	Survey
    and survey certification
	9.03	Zoning
    verification / most recent zoning report
	9.04	Certificate
    of occupancy
	9.05	Liquor
    license (all documents)
	9.06	City
    violations / ordinances
	9.07	All
    pending / outstanding / threatened litigation
	9.08	Copies
    of all permits & licenses (including renewal dates)
	9.09	Correspondence
    regarding permits & licenses
	9.10	Violation
    notices or issues
	9.11	Estoppels
    (tenants, management, CCRs)
	9.12	Existing
    loan documents
	9.13	Prior
    appraisal
	9.14	Covenants,
    conditions, easements & restrictions (all documents)
	 	 
	10.
    Other	 
	10.01	Vehicle
    information
	10.02	Inventory
    of all I.T. systems (hardware and software) related to Property
	10.03	All
    other inventories - PAR levels
	10.04	Correspondence,
    documentation relating to potential site re-development



 






    3 


     


    

 


EXHIBIT F


 


FORM OF DEED


 


[TO BE AGREED TO BY THE PARTIES WITHIN 5 BUSINESS
DAYS FOLLOWING EFFECTIVE DATE]


 






     


     


    

 


EXHIBIT G


 


SCHEDULE OF INTELLECTUAL PROPERTY


 


[SELLER TO PROVIDE WITHIN 5 BUSINESS DAYS FOLLOWING
EFFECTIVE DATE]