Exhibit 10.1


 


AGREEMENT OF SALE


 


THIS
AGREEMENT OF SALE (“Agreement”) is made as of this 2nd day of June, 2021 (the “Effective
Date”) between [REDACTED] (“Purchaser”), MDR GREENSBORO, LLC, a Delaware limited
liability company (“MDR”), PMI GREENSBORO, LLC, a Delaware limited liability company (“PMI),
and MDR GREENSBORO HI TRS, LLC, a North Carolina limited liability company (“TRS,” and collectively
with MDR and PMI, “Seller”).


 


RECITALS


 


A.      Seller,
as applicable, is the owner of a fee estate in the land and the improvements known as the Hampton Inn Greensboro Airport Hotel located
at 7803 National Service Road, Greensboro, North Carolina 27409 consisting of 125 rooms and related amenities (the “Hotel”).


 


B.       Purchaser is desirous of purchasing the Hotel, including the land, premises, improvements, and personal property from Seller and
Seller is desirous of selling the Hotel, including the land, improvements and personal property to Purchaser, for the purchase price
and upon the terms and conditions hereinafter set forth.


 


STATEMENT OF AGREEMENT


 


NOW THEREFORE, in consideration
of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:


 


ARTICLE 
I - DEFINITIONS





1.1      Definitions.


 


The following terms shall
have the indicated meanings:


 


“Act
of Bankruptcy” means any voluntary or involuntary filing with respect to the bankruptcy or insolvency laws of the United States
or any state.


 


“Advance Bookings”
shall mean reservations accepted by Seller prior to Closing for Hotel rooms or meeting rooms to be utilized after Closing, or for catering
services or other hotel services to be provided after Closing, in the ordinary course of business at customary rates.


 


“Affiliate” means
(a) any person that, directly or indirectly, controls or is controlled by or is under common control with such person, (b) any other
person that owns, beneficially, directly or indirectly, ten percent or more of the outstanding capital stock, shares or equity interests
of such person, or (c) any officer, director, employee, partner or trustee of such person or any person controlling, controlled by or
under common control with such person (excluding trustees and persons serving in similar capacities who are not otherwise an Affiliate
of such person). The term “person” means and includes individuals, corporations, general and limited partnerships, stock
companies or associations, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts, or
other entities and governments and agencies and political subdivisions thereof. For the purposes of this definition, “control”
(including the correlative meanings of the terms “controlled by” and “under common control with”), as used with
respect to any person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of such person, through the ownership of voting securities, partnership interests or other equity interests, by contract
or otherwise, subject to the rights of investors to approve certain major decisions.


 






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“Applicable Laws”
shall mean any applicable building, zoning, subdivision, environmental, health, safety or other governmental laws, statutes, ordinances,
resolutions, rules, codes, regulations, orders or determinations of any Governmental Authority or of any insurance boards of underwriters
(or other body exercising similar functions), or any restrictive covenants or deed restrictions affecting the Property or the ownership,
operation, use, maintenance or condition thereof.


 


“Assignment and Assumption
Agreement” shall mean one or more assignment and assumption agreements, whereby Seller assigns and Purchaser assumes the Operating
Agreements, (including the Franchise Agreement, if the Franchise Agreement
is to be assigned as set forth in Section 7.7, or excluding the Franchise Agreement, otherwise) but excluding Seller’s hotel management
agreement, and whereby Seller indemnifies, defends and holds Purchaser harmless with respect to all defaults, liabilities, claims,
costs and expenses (including, without limitation, reasonable attorneys’ fees) relating to acts or omissions occurring under such
Operating Agreements before the Closing Date; and (b) Purchaser indemnifies, defends and holds Seller harmless with respect to all defaults,
liabilities, claims, costs and expenses (including, without limitation, reasonable attorney’s fees) relating to acts or omissions
occurring under such Operating Agreements on and after the Closing Date.


 


“Authorizations”
shall mean all licenses, permits and approvals required by any governmental or quasi-governmental agency, body, department, commission,
board, bureau, instrumentality or officer, with respect to the construction, ownership, operation, leasing, maintenance, or use of the
Property or any part thereof.


 


“Bill of Sale –
Inventory” shall mean that certain bill of sale conveying title to the Inventory to Purchaser with
warranty of title and free and clear of any lien or security interest, and otherwise
in an “As is Where is” condition.


 


“Bill of Sale –
Personal Property” shall mean one or more bills of sale conveying title to the Tangible Personal Property and the Intangible Personal
Property from Seller to Purchaser, with warranty of title and free and clear of any
lien or security interest, and otherwise in an “as is where is” condition.


 


“Broker” shall
mean Marcus & Millichap.


 


“Closing” shall
mean the Closing of the purchase and sale of the Property pursuant to this Agreement and shall be deemed to occur on the Closing Date.


 


“Closing Date”
shall mean the date that is thirty (30) days following the expiration of the Due Diligence Period as hereinafter defined. Purchaser shall
have the right to extend the Closing Date for one (1) period of fifteen (15) days by delivering to Seller (on or before the then-current
Closing Date) a written extension notice and simultaneously depositing with Escrow Agent the sum of Twenty-Five Thousand ($25,000) Dollars
as an “Closing Extension Deposit.”


 






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“Closing Documents”
shall mean the documents defined as such in Section 6.3 hereof.


 


“Deed” shall
mean a special warranty deed, duly executed and acknowledged by Seller, granting and conveying to Purchaser fee simple title to the Real
Property, free and clear of any liens, encumbrances, easements, restrictions or other matters affecting title to the Real Property except
the Permitted Title Exceptions.


 


“Deposit” shall
have the meaning set forth in Section 2.1 hereof.


 


“Due Diligence Period”
shall mean the period during which the Purchaser may examine matters relating to the Property (as provided in Section 2.3 hereof), which
period shall run for a period of thirty (30) days from the Effective Date at 5:00 p.m. Eastern Daylight Savings Time. Purchaser
shall have the right to extend the Due Diligence Period for one (1) period of fifteen (15) days by delivering to Seller (prior to the
expiration of the Due Diligence Period as then scheduled) a written extension notice. Except as expressly noted herein to the
contrary, time periods herein referred to shall mean the time periods as in effect for Eastern Standard Time or Eastern Daylight-Saving
Time.


 


“Effective Date,”
 “date of this Agreement” or “date hereof” shall mean the first date Escrow Agent,
Seller and Purchaser are in receipt of this Agreement executed by Seller and Purchaser.


 


“Environmental Damages”
shall mean all third-party claims, judgments, damages, losses, penalties, fines, liabilities (including punitive damages), encumbrances,
liens, costs and expenses of investigation and defense of any claim, whether or not such is ultimately defeated, and of any settlement
or judgment, of whatever kind or nature, any of which arise as a result of the existence of Hazardous Materials upon, about or beneath
the Property or migrating or threatening to migrate from the Property, or as a result of the existence of a violation of Environmental
Requirements pertaining to the Property.


 


“Environmental Requirements”
shall mean (i) all applicable statutes, regulations, rules, policies, ordinances, codes, licenses, permits, orders, approvals, plans,
authorizations, and similar items, of all Governmental Authorities and (ii) all judicial, administrative and regulatory decrees, judgments
and orders in each case of (i) and (ii) relating to the protection of human health or the environment from Hazardous Materials, including,
without limitation: (a) all requirements thereof including, without limitation, those pertaining to reporting, licensing, permitting,
investigation and remediation of emissions, discharges, releases or threatened releases of Hazardous Materials into the air, surface
water, groundwater or land, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or
handling of Hazardous Materials; and (b) all requirements pertaining to the protection of the health and safety of employees or the public
from Hazardous Materials.


 






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“Employment Agreements”
shall mean all employment agreements between Seller or its managing agent and the persons employed with respect to the Property.


 


“Escrow
Agent” shall mean Tryon Title Agency, LLC. 7400 Beaufont Springs Drive, Suite 300, Richmond, Virginia 23235, Telephone: (804) 720-4961,
Attn: Steve Francis, Email: steve@tryontitle.com.


 


“FIRPTA Certificate”
shall mean the affidavit of Seller under Section 1445 of the Internal Revenue Code, as amended, certifying that Seller is not a foreign
corporation, foreign partnership, foreign trust, foreign estate or foreign person (as those terms are defined in the Internal Revenue
Code and regulations promulgated there under), in form and substance satisfactory to Purchaser.


 


“Franchise
Agreement” shall mean that certain Franchise Agreement with an effective date of November 17, 2017 between MDR and PMI, collectively,
as franchisee, and Franchisor, as franchisor.


 


“Franchisor”
shall mean Hilton Franchise Holding LLC, a Delaware limited liability company.


 


“Governmental Authority”
shall mean any federal, state, county, municipal or other government or any governmental or quasi-governmental agency, department, commission,
board, bureau, officer or instrumentality, foreign or domestic, or any of them.


 


“Guest Revenue”
shall mean guest room revenue for the Hotel for the night before the Closing Date.


 


“Hazardous Materials”
shall mean any chemical substance: (i) which is or becomes defined as a “hazardous substance,” “hazardous waste,”
 “hazardous material,” “pollutant,” “contaminant,” or “explosive,” “corrosive,”
 “flammable,” “infectious,” “radioactive,” or “mutagenic” material under any law, regulation,
rule, order, or other authority of the federal, state or local governments, or any agency, department, commission, board, or instrumentality
thereof, regarding the protection of human health or the environment from such chemical substances including, but not limited to, the
following federal laws and their amendments, analogous state and local laws, and any regulations promulgated there under: the Clean Air
Act, the Clean Water Act, the Oil Pollution Control Act, the Comprehensive Environmental Response, Compensation, and Liability Act of
1986, the Emergency Planning and Community Right to Know Act, the Solid Waste Disposal Act, the Resource Conservation and Recovery Act,
the Safe Drinking Water Act, the Federal Insecticide, Fungicide and Rodenticide Act, and the Toxic Substances Control Act, including,
without limitation, asbestos and gasoline and other petroleum products (including crude oil or any fraction thereof); (ii) without limitation,
which contains gasoline, diesel fuel or other petroleum hydrocarbons; (iii) without limitation, which contains drinking biphenyls or
asbestos or asbestos containing materials or urea formaldehyde foam insulation; or (iv) without limitation, radon gas.


 


“Hotel” shall
mean the hotel and related improvements described above in Paragraph A of the Recitals of this Agreement.


 






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“Improvements”
shall mean the Hotel and all other buildings, improvements, fixtures and other items of real estate located on the Land.


 


“Intangible Personal
Property” shall mean all intangible personal property owned or possessed by Seller and used in connection with the ownership, operation,
leasing, occupancy or maintenance of the Land and Improvements or Tangible Property, including, without limitation: (1) general intangibles,
development rights, financial and operational records, guest lists, collateral marketing material, Warranties
and Guarantees, plans and specifications pertaining to the Land and the Personal
Property excluding (a) any unpaid award for taking by condemnation or any damage to the Land or Improvements (unless Purchaser elects
to close following such taking or damage), (b) utility deposits and other deposits paid in connection with operation of the Hotel or
Tangible Personal Property, (c) escrow accounts or deposits, (d) Seller's cash in bank accounts and invested with financial or other
institutions, (e) accounts receivable or accounts payable, intellectual property.


 


“Land” shall
mean that certain parcel of real estate lying and being in the County of Guilford, State of North Carolina as more particularly described
on Exhibit “A” attached hereto, together with Seller’s interest, if any, in and to all easements, rights,
privileges, remainders, and reversions thereunto and all of the estate, right, title, interest, claim or demand whatsoever of Seller
therein, in the streets and ways adjacent thereto and in the beds thereof, subject to the Permitted Title Exceptions.


 


“Inventory” shall
mean all inventories described in Section 6.8 hereof.


 


“New Title Encumbrances”
shall have the meaning given to this term in Section 2.4(e) hereof.


 


“Operating Agreements”
shall mean all service, vendors, supply, and maintenance contracts, if any, in effect with respect to the Property and all other contracts
(other than the Employment Agreements) that affect the Property or are otherwise related to the ownership, operation, or maintenance
of the Property, which, at the option of Purchaser, shall be assumed by Purchaser at Closing, at Purchaser’s expense, all of which
are set forth in Exhibit “B” hereto; provided, however, that Purchaser must provide written notice to Seller
on or prior to the expiration of the Due Diligence Period of any agreements that Purchaser elects not to assume at Closing.


 


“Occupancy Agreements”
shall mean all leases, concession or occupancy agreements in effect with respect to the Real Property under which any tenants (other
than Hotel guests) or concessionaires occupy space or have a right to use space (e.g., antennae locations) upon the Land, which, at the
option of Purchaser, shall be assumed by Purchaser at Closing, all of which are set forth in Exhibit “C” hereto.


 


“Owner's Title Policy”
shall mean an ALTA owner's policy of title insurance issued to Purchaser at Purchaser’s expense by the Title Company, pursuant
to which the Title Company insures Purchaser's fee estate in and to the Real Property.


 






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“Permitted Title Exceptions”
shall mean those exceptions to title to the Real Property that are satisfactory to Purchaser as determined pursuant to Section 2.4
hereof.


 


“Personal Property”
shall mean collectively the Tangible Personal Property and the Intangible Personal Property.


 


“Personal Property
Leases” shall mean all leases affecting the tangible personal property or the intangible personal property, which, at Purchaser’s
option, shall be assumed by Purchaser at Closing, all of which are set forth in Exhibit “D” hereto. All other
leases affecting the Tangible Personal Property or the Intangible Personal Property shall be terminated by Seller, at Seller’s
sole cost and expense, prior to Closing.


 


“PIP” shall mean
a property improvement plan for the Hotel, as required by the Franchisor, if any.


 


“Purchaser’s
Title Objections” shall mean the objection defined as such in Section 2.4(a) hereof.


 


“Property” shall
mean collectively the Real Property and the Personal Property.


 


“Purchase Price”
shall mean Twelve Million Nine Hundred Thousand Dollars ($12,900,000.00), payable in the manner described in Section 2.2 hereof
plus or minus closing adjustments.


 


“Purchaser’s
Attorney” shall mean Jay Philp of Otten, Johnson, Robinson, Neff & Ragonetti, PC,
950 17th Street, Suite 1600, Denver, Colorado, 80202; 303-575-7559; jphilp@ottenjohnson.com.


 


“Real Property”
shall mean the Land and the Improvements.


 


“Seller's Knowledge”
shall have the meaning given to this term in Article III hereof.


 


“Seller’s
Liens” shall have the meaning given to the term in Section 2.4(c).


 


“Tangible Personal
Property” shall mean the items of tangible personal property consisting of all vehicles (it being understood that Purchaser will
assume any existing financing in connection therewith) furniture, fixtures, equipment, machinery, Inventory,
and other personal property of every kind and nature located on and used in the operation of the Hotel and owned by Seller. The
Tangible Personal Property shall not include cash, deposits, items of sports memorabilia owned by partners of Seller, escrows, investments,
certificates, coupons or negotiable instruments of any kind or accounts receivable, any unpaid award for taking by condemnation or any
damage to the Land or Improvements (unless Purchaser elects to close following such taking or damage), utility deposits and other deposits
paid in connection with operation of the Hotel or Tangible Personal Property, escrow accounts or deposits, Seller's cash in bank accounts
and invested with financial or other institutions, accounts receivable or accounts payable, intellectual property, or any leased personal
property.


 






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“Title Commitment”
shall mean the title commitment and exception documents defined as such in Section 2.4(a) hereof.


 


“Title
Company” shall mean Tryon Title Agency, LLC. 7400 Beaufont Springs Drive, Suite 300, Richmond, Virginia 23235, Telephone: (804)
720-4961, Attn: Steve Francis, Email: steve@tryontitle.com.


 


“Title Exception Documents”
shall have the meaning given to this term in Section 2.4(a) hereof.


 


“TRS Lease” shall
mean that certain Lease Agreement, dated as of November 17, 2017, between Seller and MDR Greensboro HI TRS, LLC, a Delaware limited liability
company.


 


“Utilities” shall
mean public sanitary and storm sewers, natural gas, telephone, public water facilities, electrical facilities and all other utility facilities
and services necessary or appropriate for the operation and occupancy of the Property as a hotel.


 


“Warranties and Guaranties”
shall mean all warranties and guaranties relating to the Improvements or the Tangible Personal Property or any part thereof.


 


“Willful Breach”
shall be a breach whereby Seller refuses to sell the Property or willfully damages the Property to prevent the sale of the same in violation
of this Agreement.


 


ARTICLE 
II - EARNEST MONEY; PAYMENT OF PURCHASE PRICE


 


Seller agrees to sell and
Purchaser agrees to purchase the Property for the Purchase Price and in accordance with and subject to the other terms and conditions
set forth herein.


 


2.1      Earnest
Money.


 


Within one (1) business day
following the Effective Date of this Agreement, Purchaser shall deposit with Escrow Agent the sum of One Hundred Thousand ($100,000.00)
Dollars as a deposit under this Agreement (the “Initial Deposit”) and Escrow Agent shall confirm its receipt
of the Initial Deposit by notice to Seller and Purchaser. Within one (1) business day following expiration of the Due Diligence Period
if Purchaser has not terminated the Agreement by delivering a written notice to Seller electing not to proceed with the transaction as
provided in Section 2.3, Purchaser shall deposit an additional Two Hundred Thousand ($200,000.00) Dollars (the “Additional
Deposit,” and together with the Initial Deposit and the Closing Extension Deposit, if any, the “Deposit”).
Following expiration of the Due Diligence Period, the Deposit shall be non-refundable to Purchaser except as otherwise expressly set
forth herein. The Deposit together with all interest thereon shall be credited against the Purchase Price at Closing.


 






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2.2      Payment
of Purchase Price.


 


The Purchase Price shall
be paid to Seller by Purchaser at Closing by wire transfer of immediately available federal funds to Escrow
Agent in the amount of Twelve Million Nine Hundred Thousand Dollars ($12,900,000.00).


 


2.3      Due
Diligence Period.


 


(a)      Subject
to the terms and conditions set forth in Section 2.3 (c) below, during the Due Diligence Period, Purchaser and Purchaser's designated
agents or representatives (collectively, “Purchaser’s Representatives”) shall have the right to enter
upon the Real Property upon not less than 48 hours prior written notice to perform, at Purchaser's expense, such economic, engineering,
surveying, topographical, marketing, zoning and other tests, studies and investigations as Purchaser may deem appropriate; provided,
however, Purchaser may not conduct any invasive environmental studies of any kind on the Property. Purchaser shall use, and shall cause
Purchaser’s Agents to use, commercially reasonable efforts to not cause any interruption to the Hotel operations or the guests
thereof. Upon the execution of the Agreement, and to the to the extent in Seller’s
possession, Seller shall provide, in a website to which Purchaser is given access,
for review and inspection copies of the last PIP report issued to Seller, franchise documents, including but not limited to, any and
all notices, applications, authorizations, consents, approvals and other documents that may be necessary for Purchaser to commence the
Franchisor Approval process, all existing engineering reports, environmental reports,
title policies, surveys, service contracts, construction related documentation, operating information including, without limitation,
all non-privileged documentation relating to any pending construction, claims or litigation, detailed profit and loss statements for
each of the past three full years and monthly for the last twelve full months (including occupied room counts for each period), current
list of all employees indicating position, full/part time status, benefits eligibility, union membership status, and salary/hourly rate,
list of property tax bills for the past three years and any bills or assessment notices received for 2021, a schedule of all Advanced
Bookings, all Employment Agreements, schedules of all Personal Property and Inventory, all Occupancy Agreements, all Operating Agreements,
Personal Property Leases and Warranties and Guarantees, as well as all licenses, permits
and all other documents in relation to the Property and the employees employed at the Property,
insurance loss runs with respect to the Hotel for the three-year period prior to the Effective Date, and any other materials reasonably
requested by Purchaser, if any, either in Seller’s possession or prepared on Seller’s behalf (collectively, the “Due
Diligence Material”). All of the Due Diligence Material is confidential to Seller and shall be held confidential by Purchaser.
in accordance with the terms of Section 7.5. Except as may be required by court order
or applicable law, Purchaser shall not disclose or provide any Due Diligence Material to any third party other than Purchaser’s
managers, members, employees, advisors such as attorneys, accountants,
engineers, surveyors, contractors and consultants, and potential lenders, financiers,
partners, investors, and such other third parties whose assistance is required in connection with the evaluation or consummation of this
transaction, and where necessary for the Franchisor Approval process, who shall
be advised of the confidential nature of the Due Diligence Material and who shall treat the Due Diligence Material as confidential.
The foregoing confidentiality obligation will not apply to information in Purchaser’s possession prior to disclosure to Purchaser
by or on behalf of Seller or information which is publicly available other than due to disclosure by Purchaser.


 






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(b)      If
Purchaser elects not to proceed with this transaction in its sole and absolute discretion, Purchaser shall notify Seller and Escrow Agent,
in writing prior to the expiration of the Due Diligence Period, that Purchaser has elected to terminate this Agreement and thereupon
the Deposit shall be repaid to Purchaser and this Agreement shall automatically terminate and Purchaser shall, at Purchaser’s expense,
return all of the Due Diligence Materials to Seller. Seller and Purchaser shall be released from all liability or obligation hereunder
except for those obligations which expressly survive a termination of this Agreement. If Purchaser does not so notify Seller and Escrow
Agent of its determination to terminate this Agreement prior to the expiration of the Due Diligence Period, then this Agreement shall
continue in full force and effect, and subject to Purchaser’s termination rights set forth herein, Purchaser shall have no further
option to terminate this Agreement and all of the Deposit shall thereafter be non-refundable.


 


(c)      Seller
agrees to allow Purchaser or Purchaser's agents or representatives reasonable access to the Real Property, upon not less than 48 hours’
prior written notice, during the Due Diligence Period for purposes of inspection of the Property. Purchaser’s inspections will
be undertaken in such a manner to minimize any interference with the business of Seller. Purchaser shall not communicate with any of
Seller’s or the Hotel’s employees without the consent of Seller, and Seller
shall have the right to have a representative present at all such meetings, provided that
Seller’s failure to cause its representative to be present will not preclude or delay the meeting. Seller will make the
General Manager available to answer any questions Purchaser may have. Purchaser shall not conduct or allow any invasive
testing of, on or under the Property without first providing Seller with notice as to the timing and scope of work to be performed
and obtaining Seller’s prior written consent thereto. Seller’s consent to such testing shall not be unreasonably withheld,
delayed or conditioned and Seller reserves the right to have a representative present, provided
that Seller’s failure to cause its representative to be present will not preclude or delay the test. Purchaser agrees that,
in making any inspections of, or conducting any testing of, on or under the Property, Purchaser or Purchaser's agents or contractors
will carry not less than $1,000,000 comprehensive general liability insurance and, prior to any testing, will provide Seller with certificates
or other written evidence of same, and which insurance shall name Seller as “additional insured and loss payee”; (ii) will
exercise commercially reasonable efforts not to interfere with the activity of Hotel guests or any persons occupying or providing services
at the Property; (iii) will not reveal to any third party not approved by Seller in advance, the results of its inspections or tests
and other than to investors, partners, lenders, consultants, attorneys and others with a need to know in connection with the consummation
of this transaction, other than as may be required by court order or applicable law;
and (iv) will restore promptly to substantially the condition existing immediately prior to the inspection any physical damage caused
by the inspection. Purchaser agrees to provide Seller with a copy of all inspection and test reports if Purchaser exercises its right
to terminate the Agreement at no cost to Seller. Inspection and test reports shall include all written materials, test results, memorandum
or summaries thereof. Purchaser agrees (which agreement shall survive Closing or termination of this Agreement) to indemnify, defend,
and hold Seller harmless from any loss, injury, damage, claim, lien, cost or expense, including reasonable attorneys' fees and costs,
arising out of a breach of the foregoing agreements by Purchaser in connection with the inspection and testing of the Property, or otherwise
from the exercise by Purchaser or its agents or representatives of the right of access under this Section 2.3,
provided that the foregoing indemnity will not apply with respect to pre-existing conditions, including any diminution in value resulting
from the discovery thereof, or with respect to the acts or omissions of Seller, its property manager, or their respective agents, employees
or contractors.


 






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2.4      Objections
to Title


 


(a)      Within
five (5) days after the Effective Date, Purchaser will
request that Title Company furnish to Purchaser at Purchasers’ expense an ALTA
title insurance commitment bearing an effective date subsequent to the date of this Agreement issued by the Title Company covering
the Real Property, binding the Title Company to issue a policy of title insurance with standard exceptions, in form approved for use
in the State of North Carolina, in favor of Purchaser together with the best available copies of all documents (collectively, the “Title
Exception Documents”) identified in such title insurance commitment as exceptions to title (collectively the “Title
Commitment”). No later than four (4) business days prior
to the expiration of the Due Diligence Period, Purchaser shall notify Seller of any matters identified in the Title Commitment
that Purchaser is unwilling to accept (collectively, “Purchaser’s Objections”).


 


(b)      Purchaser
will not be required to object to, and Seller will be obligated to pay and discharge at the
time of Closing, mortgages, deeds of trust, security agreements, construction or mechanic’s liens, tax liens (other than
real estate taxes for the tax year in which Closing occurs) or other liens or charges
in a fixed sum or capable of computation as a fixed sum caused, permitted or created
by Seller (collectively “Mandatory Cure Items”).


 


(c)      In
the event that there are obligations which Seller is obligated to pay or discharge pursuant to subsection (b) above, Seller may use all
or a portion of any cash it may receive at Closing.


 


(d)      Seller
shall not be obligated to incur any expenses to cure Purchaser’s Objections (other than
Mandatory Cure Items) unless Seller agrees to cure such Purchaser’s Objection as hereinafter provided. Seller shall notify
Purchaser within two (2) business
days after receipt of notice of Purchaser’s Objections whether Seller agrees to cure such Purchaser’s Objections.
If Seller notifies Purchaser in writing within such two (2)
business day period that Seller agrees to cure such Purchaser’s Objection, Seller
shall correct such Purchaser’s Objections on or before the Closing Date. In the event Seller fails to correct Purchaser’s
Objections on or before the Closing Date after Seller’s notification to Purchaser of its intent to do so, said failure shall constitute
a material default hereunder and Purchaser shall have the right, but not the obligation, to terminate this Agreement and shall be entitled
to a full refund of the Deposit and shall be entitled to Purchaser’s other remedies
for a Seller breach. If Seller does not notify Purchaser within such two (2)
business day period of Seller’s agreement to cure such Purchaser’s Objections,
Seller shall be deemed to have elected not to cure such Purchaser’s Objections (except for the Mandatory Cure Items). Purchaser
shall provide notice to Seller prior to expiration of the Due Diligence Period that it is willing to waive such Purchaser’s Objections
without any abatement in the Purchase Price or desires to terminate the Agreement and receive a prompt refund of any Deposit, and in
the event Purchaser opts to terminate this Agreement, the parties hereto shall be released from all further obligations hereunder except
those which expressly survive a termination of this Agreement. Purchaser shall provide any notice of waiver or termination within the
Purchaser’s study period otherwise the right to terminate is waived.


 






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(e)      Seller
shall not, after the date of this Agreement, subject the Land to or permit or suffer to exist any liens, encumbrances, covenants, conditions
restrictions, easements or other title matters as to the Land (collectively, “New Title Encumbrances”), other
than those that may be required in the ordinary course of business, without Purchaser’s prior written consent which consent shall
not be unreasonably withheld or delayed.


 


(f)      All
title matters revealed by the Title Commitment and not objected to by Purchaser as provided above shall be deemed Permitted Title Exceptions


 


ARTICLE 
III - SELLER'S REPRESENTATIONS AND WARRANTIES


 


Seller hereby warrants and represents to Purchaser
as follows as of the Effective Date and
as of the Closing Date:


 


3.1      Seller’s
Authority


 


Each Seller is a Delaware
limited liability company duly organized, validly existing under the laws of the State of Delaware, and is qualified to transact business
in the State of North Carolina, as applicable. Seller has the power to execute and deliver this Agreement and each of the other documents
and instruments to which it is a party and to consummate the transactions and perform its obligations contemplated hereby or thereby.


 


The execution and delivery
of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate and/or
limited partnership action of Seller. 


 


The
execution and delivery of this Agreement and the performance by Seller of its obligations hereunder do not and will not contravene, or
constitute a default under any provisions of Applicable Law or regulation, or any agreement, judgment, injunction, order, decree or other
instrument binding upon Seller or result in the creation of any lien or other encumbrance on any asset of Seller.


 


3.2      Non-Foreign
Person.


 


Seller is not a “foreign
person” within the meaning of Section 1445 of the Internal Revenue Code, as amended.


 


3.3      Bankruptcy.


 


No Act of Bankruptcy has
occurred with respect to Seller or is contemplated or being considered by Seller.


 






    11 


     


    

 


3.4      Possession.


 


There is no tenancy or right
of occupancy of the Property or any part thereof by any third party except for Hotel guests and TRS Lease.


 


3.5      Environmental
Conditions.


 


To Seller’s knowledge,
no Hazardous Materials are present on the Property in violation of any Environmental Requirements. There are no underground storage tanks
or above ground storage tanks located on the Property.


 


3.6      Zoning
and Other Applicable Laws


 


Except as disclosed in the
Due Diligence Materials, Seller has not received any written notice from any Governmental Authority regarding any violation of any zoning
laws or ordinances or other Applicable Laws regarding the Property.


 


3.7      Pending
Litigation.


 


Except as disclosed on
Schedule 3.7 attached hereto, there is no litigation, arbitration or administrative proceeding pending or,
to the best of Seller’s knowledge, threatened which could have a negative material effect on the Real Property or any part
thereof, or Seller’s ability to carry out its obligations hereunder, other than matters which are covered by insurance.


 


3.8      Claims
Affecting Ownership.


 


Seller has not received any
written notice of any claims that could materially adversely affect the ownership or right to possession by the Seller of the Real Property.


 


3.9      Operating Agreements, Occupancy Agreements and Personal Property Leases.


 


There
are no Operating Agreements, Occupancy Agreements or Personal Property Leases except as set forth respectively on Exhibits
B, C and D.


 


3.10    Advance Bookings.


 


All Advance Bookings will
be disclosed in the Due Diligence Materials.


 


3.11    Employment
Agreements.


 


There are no Employment Agreements
in effect in respect of any employee or other personnel of the Hotel.


 






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3.12    Title
to Personal Property.


 


Except as to the Personal
Property Leases, if any, Seller has clear title to the Personal Property free and clear of any liens or encumbrances.


 


3.13    Collective
Bargaining Agreements; Union Activity.


 


There
are no collective bargaining agreements in force with respect to the Hotel or employees or other personnel working at or on behalf of
the Hotel. Seller has not received written notice, and has no knowledge, of any effort by or on the part of any such employees or other
personnel to unionize or to certify a collective bargaining unit. From its inception through the present date, Seller’s hotel management
agreement has not provided for, and does not provide for, the sponsorship of, participation in, or contributions to any employee pension
benefit plan (as defined in Section 3(2) of ERISA) that is a multiemployer plan (as defined in section 3(37) of ERISA) or that is otherwise
subject to Title IV of the ERISA. There is no lien pursuant to section 303(k) of ERISA or section 430(k) of the Code with respect to
any of the Property.


 


3.14    ERISA.


 


Seller
is not, and is not acting on behalf of, (i) an “employee benefit plan” as defined in Section 3(3) of the ERISA, that is subject
to Title I of ERISA, (ii) a “plan” as defined in and subject to Section 4975 of the Internal Revenue Code of 1986, as amended,
or (iii) an entity deemed to hold plan assets of either of the foregoing pursuant to 29 C.F.R. Section 2510.101-3, as modified by Section
3(42) of ERISA.


 


3.15    Franchise
Agreement.


 


The
Franchise Agreement is in full force and effect, and Seller has paid and performed to date each and every obligation thereunder to be
paid or performed by Seller. Seller has not received any written notice that Seller is in default under any provision of the Franchise
Agreement.


 


3.16    Governmental
Reports and Returns.


 


To
the best of Seller’s knowledge, Seller has filed or caused to be filed in a timely manner all material reports and returns relating
to the Property required to be filed by any applicable law or governmental regulation.


 


3.17    Authorizations.


 


To
Seller’s knowledge, (i) Seller has obtained all Authorizations required in connection with Seller’s ownership of the Property
and the operation of the Property as heretofore conducted by Seller, and (ii) the Authorizations
are valid and in full force and effect, are not in default, and are without any delinquencies in the payment of any fees or costs associated
with the Authorizations. Attached hereto as Schedule 3.17 is a true, correct and complete list of all Authorizations.


 






    13 


     


    

 


3.18    Due
Diligence Material.


 


The
Due Diligence Material made available to Purchaser constitutes true and complete copies of all such items as are in the possession or
control of Seller or its hotel manager.


 


3.19    Patriot
Act.


 


Seller
is not acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by the United States Treasury Department
as a Specifically Designated National and Blocked person, or for or on behalf of any person, group, entity or nation designated in Presidential
Executive Order 13224 as a person who commits, threatens to commit, or supports terrorism; and it is not engaged in this transaction
directly or indirectly on behalf of, or facilitating this transaction directly or indirectly on behalf of, any such person, group, entity
or nation.


 


3.20    Warranties
and Guarantees.


 


Attached
hereto as Schedule 3.20 is a true, correct and complete list of all unexpired
Warranties and Guarantees.


 


ARTICLE 
IV - PURCHASER'S REPRESENTATIONS AND WARRANTIES


 


Purchaser hereby makes the
following representations and warranties as of the Effective Date and as of the Closing Date:


 


4.1      Non-contravention.


 


The execution and delivery
of this Agreement and the performance by Purchaser of its obligations hereunder do not and will not contravene, or constitute a default
under any provisions of Applicable Law or regulation, or any agreement, judgment, injunction, order, decree or other instrument binding
upon Purchaser or result in the creation of any lien or other encumbrance on any asset of Purchaser.


 


4.2      Bankruptcy.


 


No Act of Bankruptcy has
occurred with respect to Purchaser or is contemplated or being considered by Purchaser.


 


4.3      Purchaser’s
Authority.


 


Purchaser has the power
to execute and deliver this Agreement and each of the other documents and instruments to which it is a party and to consummate the transactions
and perform its obligations contemplated hereby or thereby.


 






    14 


     


    

 


 4.4      Non-Foreign Person.




 


Purchaser is not a “foreign
person” within the meaning of Section 1445 of the Internal Revenue Code, as amended.


 


4.5      Patriot
Act




 


Purchaser is not acting,
directly or indirectly, for or on behalf of any person, group, entity or nation named by the United States Treasury Department as a Specifically
Designated National and Blocked person, or for or on behalf of any person, group, entity or nation designated in Presidential Executive
Order 13224 as a person who commits, threatens to commit, or supports terrorism; and it is not engaged in this transaction directly or
indirectly on behalf of, or facilitating this transaction directly or indirectly on behalf of, any such person, group, entity or nation.


 


ARTICLE 
V – CONDITIONS 


 


 5.1      As to Seller’s Obligations.




 


Seller’s obligations hereunder
are subject to the satisfaction of the following conditions precedent:


 


		(a)	Purchaser’s
                                            Deliveries. Purchaser shall have delivered to Escrow
                                            Agent for the benefit of Seller, on or before the Closing Date, all of the documents
                                            and payments (including, without limitation, the Purchase Price) required of Purchaser under
                                            the terms of this Agreement.



 


		(b)	Purchaser’s
                                            Representations and Warranties. Purchaser’s representations and warranties under this
                                            Agreement shall be true and correct in all material respects as of Closing.



 


Any condition precedent is intended
for the benefit of Seller and may be waived in whole or in part, by Seller, but only by an instrument in writing signed by Seller.


 


 5.2      As to Purchaser’s Obligations.




 


Purchaser’s obligations hereunder
are subject to the satisfaction of the following conditions precedent. In the event any of the aforementioned conditions precedent are
not satisfied, Purchaser shall have the right, but not the obligation, to terminate this Agreement in writing to Seller and Purchaser
shall be entitled to a full refund of the Deposit even if said termination occurs after the expiration of the due diligence period.


 


		(a)	Seller’s
                                            Deliveries. Seller shall have delivered to Escrow
                                            Agent for the benefit of Purchaser, on or before the Closing Date, all of the documents
                                            required of Seller under the terms of this Agreement.



 






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		(b)	Purchaser’s
                                            Representations and Warranties. Purchaser’s representations and warranties under this
                                            Agreement shall be true and correct in all material respects as of Closing.



 


		(c)	Seller’s
                                            Obligation to Cure Title. Seller shall, on or before the closing, cure any of Purchaser’s
                                            Objections to title, in which Seller has agreed to cure pursuant to the terms set forth in
                                            Section 2.4 herein.



 


		(d)	Issuance
                                            of Title Policy. The Title Company shall be unconditionally committed to issue the Owner’s
                                            Title Policy to Purchaser subject only to the Permitted Title Exceptions and including any
                                            endorsements or affirmative coverage with the Title Company agreed, prior to the expiration
                                            of the Due Diligence Period, to provide.



 


		(e)	Purchaser
                                            shall have received the Franchisor Approval (as defined in Section 7.7), including a PIP
                                            approved by Franchisor and reasonably satisfactory to Purchaser.



 


Any condition precedent contained in
this Section are intended for the benefit of Purchaser and may be waived in whole or in part, by Purchaser, but only by an instrument
in writing signed by Purchaser.


 


ARTICLE VI- CLOSING


 


6.1      Closing.


 


The Closing shall occur on
the date that is thirty (30) days following the expiration of the Due Diligence Period, unless Seller and Purchaser mutually agree in
writing on an earlier date. Time is of the essence. If necessary, Purchaser may elect
one fifteen (15) day extension of the Closing date by written notice to Seller during
the thirty (30) day period following the expiration of the Due Diligence Period and by paying to Escrow Agent the Closing Extension Deposit,
which Closing Extension Deposit shall be non-refundable to Purchaser (except as otherwise expressly set forth herein) but applicable
to the Purchase Price at Closing. Closing shall be held in the office of Escrow Agent, though
Closing may be effectuated by delivery of documents without in-person attendance by either Seller or Purchaser. Seller and Purchaser
shall provide all documents properly signed and in recordable form, if necessary, to the Escrow Agent. Purchaser shall provide sufficient
funds to the Escrow Agent in an amount necessary to pay the Purchase Price, prorations and adjustments and Closing costs and expenses.
Seller and Purchaser shall execute any and all Closing Statements, Settlement Sheets, affidavits, certifications and other documents
necessary to effectuate the Closing. Upon written authorization by Seller and Purchaser, or their designated agents, Escrow Agent shall,
record the necessary documents, release the Purchase Price and any other funds to which Seller is entitled to, and disburse copies of
all other documents to Seller and Purchaser. As provided herein, the parties hereto will agree upon adjustments and prorations to certain
items at the Closing and will make the appropriate adjustments with respect thereto.


 






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6.2      Seller's
Deliveries.


 


At the Closing, Seller shall
deliver to Escrow Agent all of the following instruments, each of which shall have been duly executed and, where applicable, acknowledged
and/or where required sworn on behalf of Seller and shall be dated as of the Closing Date:


 


		(a)	The Deed.



 


		(b)	Such agreements, affidavits or other documents as may reasonably
be required by the Title Company to issue the Owner’s Policy subject only to
the Permitted Exceptions.



 


		(c)	The FIRPTA Certificate.



 


		(d)	The
                                            Bill of Sale-Inventory.



 


		(e)	The
                                            Bill of Sale-Personal Property.



 


		(f)	The
                                            Assignment and Assumption Agreements.



 


		(g)	evidence
                                            of termination of the TRS Lease.



 


		(h)	evidence
                                            of termination of Seller’s hotel management agreement.



 


6.3      Purchaser's
Deliveries.


 


		(a)	At
                                            the Closing, Purchaser shall deliver to Escrow Agent by wire transfer of immediately available
                                            federal funds the Purchase Price described in Section 2.2 hereof, less the Deposit
                                            and subject to prorations and adjustments set
                                            forth in this Agreement. 
	 	 	 



		(b)	Such
                                            agreements, affidavits or other documents as may be reasonably required by the Title Company
                                            to issue the Owner’s Policy subject only
                                            to the Permitted Exceptions.



 


		(c)	The Assignment and Assumption Agreements.



 


6.4      Mutual
Deliveries.


 


At the Closing, Purchaser and Seller
shall mutually execute and deliver each to the other:


 


		(a)	A final
                                            Closing Statement reflecting the Purchase Price and the adjustments and prorations required
                                            hereunder.



 


		(b)	Such
                                            other and further documents, papers and instruments as may be reasonably required by the
                                            parties hereto or their respective counsel.



 


		(c)	Such
                                            other and further documents as may be reasonably required by Seller or Purchaser to carry
                                            out the intent and purpose of the Agreement.



 






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6.6      Closing
Costs.


 


Except for as otherwise set
forth herein, each party shall pay its own legal fees and expenses. All state excise stamp taxes payable in connection with the Deed
shall be paid by Seller. Seller shall pay the costs associated with any releases of any mortgages and other financing encumbering the
Real Property. All recording fees and taxes due in connection with Purchaser’s mortgage shall be paid by Purchaser, and, except
as set forth above with respect to state excise stamp taxes, Purchaser shall pay all other transfer, recording, documentary stamp, sales
or other similar taxes and surtaxes due with respect to the transfer of the Deed or the Personal
Property which are required to be paid under North Carolina law. Purchaser shall pay all costs for all premiums for the issuance
of an Owner’s Title Policy and Lender’s policy and all required endorsements thereto (except those that are required to cure
any of the Mandatory Cure Items), except that Seller shall pay for the title commitment on behalf of Purchaser. Closing charges of the
Purchaser’s Attorney shall be paid by Purchaser. All other settlement fees and disbursement fees shall be paid in accordance with
local custom.


 


6.7      Revenue
and Expense Allocations.


 


The following items of revenue
and expense shall be allocated as of 12:01 a.m. on the Closing Date:


 


		(a)	Real
                                            estate taxes and personal property tax, if any, shall be prorated on a calendar basis, based
                                            on the most recent assessed valuation and tax rate information available, and otherwise in
                                            accordance with the custom and practice in Guilford County, North Carolina. 
	 	 	 



		(b)	Municipal
                                            or other governmental improvement liens or assessments. Such liens or assessments shall be
                                            paid by Seller at Closing if the assessments were made prior to the Closing
                                            Date of this Agreement and the work was done or lien placed prior to the Closing
                                            Date. Any assessment and work performed prior to the Closing
                                            Date the cost of which is to be paid on an installment basis, Seller shall only be
                                            responsible for the payment of installments due prior to the Closing Date. Any other liens
                                            or assessments shall be the responsibility of the Purchaser as of the Closing Date to the
                                            extent the work has been authorized of public record on or subsequent to the Closing
                                            Date or the amount or any installment thereof is due and payable pursuant to the terms
                                            of the assessment or lien after the Closing
                                            Date. All special assessments levied after the Closing
                                            Date but payable in full or any installment thereof after the Closing
                                            Date of this Agreement shall be paid by Purchaser.



 






    18 


     


    

 


		(c)	Utility
                                            Charges, including but not limited to, charges for water, sewer (public or private), gas,
                                            electric, fuel or heating oil, propane, cable TV, and internet access.



 


		(d)	Seller shall terminate its insurance relating to the Hotel as
of 12:01 a.m. on the Closing Date.



 


		(e)	All revenues and expenses with respect to
                                            the Property, and applicable to the period of time before and after Closing, determined in
                                            accordance with sound accounting principles consistently applied, shall be allocated between
                                            Seller and Purchaser as provided herein. Except as provided to the contrary herein, Seller
                                            shall be entitled to all revenue and shall be responsible for all expenses for the period
                                            of time up to but not including the Closing Date, and Purchaser shall be entitled to all
                                            revenue and shall be responsible for all expenses (including unearned revenue and prepaid
                                            expense) for the period of time from and after and including) the Closing Date. All prorations
                                            and allocations shall be as of 12:01 a.m. on the Closing Date. Notwithstanding
                                            the foregoing, all revenues attributable the night leading into the Closing Date will be
                                            allocated 50% to Seller and 50% to Purchaser. All housekeeping costs incurred prior
                                            to the Closing Date shall be borne by Seller. On the Closing Date, Seller will provide to
                                            Purchaser a then-current guest ledger (including Hotel guests checking out on the Closing
                                            Date) for revenue through the night prior to the Closing Date, and Seller will receive a
                                            credit at Closing for the aforesaid guest revenue through the night prior to the Closing
                                            Date, such that, from and after Closing, all revenue from then-current Hotel guests belongs
                                            to Purchaser. The revenue from guests who check in to the Hotel on the day of Closing shall
                                            be payable entirely to Purchaser. All adjustments shall be shown on the Closing statements
                                            or on a supplement thereto (with such supporting documentation as the parties hereto may
                                            require being attached as exhibits to the Closing statements) and shall increase or decrease
                                            (as the case may be) the cash amount payable by Purchaser for the Purchase Price. Without
                                            limiting the generality of the foregoing, the following items of revenue and expense shall
                                            be allocated at Closing:



 


		(1)	Current and prepaid rents, if any under
                                            the Occupancy Agreements and Advance Bookings,
                                            including, without limitation prepaid room receipts, function receipts and other reservation
                                            receipts, travel agent commissions and any sums payable pursuant to association rebate agreements
                                            shall be allocated and apportioned to the party entitled to the receipts or revenues giving
                                            rise thereto. Purchaser shall receive a credit for all room and other deposits previously
                                            paid to Seller and applicable to occupancy or function arrangements booked for dates as of
                                            or after the Closing.



 






    19 


     


    

 


		(2)	Revenue and expenses under the Personal
                                            Property Leases and the Operating Agreements other
                                            than Seller’s hotel management agreement.



 


		(3)	Prepaid advertising, permits and license
                                            fees, but only to the extent that such permits
                                            and licenses are transferrable to Purchaser and Purchaser is permitted to avail itself of
                                            the benefit of the prepaid fees.



 


		(4)	All other revenues and expenses of the
                                            Property, including, but not limited to, such things as restaurant bar and meeting room income
                                            and expenses and the like.



 


		(5)	At
                                            Closing, Purchaser will establish its own accounts
                                            with utility service providers in connection with the Hotel, including
                                            by funding utility deposits if required
                                            by the utility service providers, and Seller
                                            will be entitled to the return by the utility service providers of any utility deposits
                                            previously funded by Seller.



 


		(6)	Purchaser
                                            shall receive a credit for all unredeemed gift certificates.



 


		(7)	At Closing, Seller shall sell to Purchaser
                                            in connection with the Hotel, and Purchaser shall purchase from Seller, at face value all
                                            petty cash funds in the hands of Seller in connection with the Hotel guest operations at
                                            the Property. For purposes of this Agreement, transfer or sale at face value shall mean an
                                            amount equal to the total of all petty cash funds on hand and transferred to Purchaser. The
                                            purchase price of said petty cash fund as determined above, shall be paid to Seller at Closing
                                            by a charge to Purchaser increasing the Purchase Price.



 


		(8)	Such other items as are usually and customarily
                                            prorated between purchasers and sellers of hotel properties in the area where the Property
                                            is located.



 


		(9)	Prior
                                            to Closing, Seller shall pay out
                                            to employees any wages, vacation pay, pension,
                                            profit sharing and welfare benefits and other compensation and fringe benefits of all persons
                                            employed at the Property accrued as of the Closing Date, 12:01 a.m., including employment
                                            taxes or other fees or assessments attributable thereto; Purchaser shall be responsible for
                                            such items as shall accrue to persons employed at Property from and after the time of Closing.
                                            The Purchaser shall have no obligations or responsibilities for any such cost for the period
                                            prior to closing. Seller shall terminate all employees effective the Closing Date and said
                                            employees shall be rehired at Purchaser’s option.



 






    20 


     


    

 


		(10)	Seller shall be required to pay when
                                            due all sales and occupancy taxes and like impositions currently through the night
                                            leading into the Closing Date; provided, however, that if any such amounts are in
                                            the nature of prepaid sums in respect of periods subsequent to the Closing, then such amounts
                                            shall be prorated as of the Closing Date.



 


		(f)	If accurate allocations cannot be made at
                                            Closing because current bills are not obtainable (as, for example, in the case of utility
                                            bills and/or real estate or personal, property taxes), the parties shall allocate such revenue
                                            or expenses at Closing on the best available information, subject to adjustment upon receipt
                                            of the final bill or other evidence of the applicable revenue or expense. The obligation
                                            to make the adjustment shall survive the closing of the transaction contemplated by this
                                            Agreement. Any revenue received or expense incurred by Seller or Purchaser with respect to
                                            the Property after the Closing Date shall be promptly allocated in the manner described herein
                                            and the parties shall promptly pay or reimburse any amount due.



 


6.8      Acquisition
and Payment for Inventory.


 


Seller agrees to sell to
Purchaser and Purchaser agrees to purchase from Seller on the Closing Date (which purchase amount shall be paid by Purchaser in addition
to the Purchase Price) all of Seller’s inventories of unopened cases of food
and beverage in an amount equal to the cost that Seller paid therefor. Seller agrees to sell
to Purchaser and Purchaser agrees to Purchase from Seller, cleaning supplies to include detergents, soaps etc., all
other items of Inventory at no additional cost to Purchaser.


 


6.9      Acquisition
and Payment for Guest Revenue


 


As set
forth in Section 6.7(e), on the Closing Date, Seller will receive a credit at Closing for the then-current guest ledger (including Hotel
guests checking out on the Closing Date) for revenue through the night prior to the Closing Date such
that Purchaser will retain all Guest Revenue accruing and payable on and after the Closing Date.


 


6.10    Keys,
Safe Deposit Boxes and Baggage.


 


At the Closing, Seller shall
deliver to Purchaser:


 


		(a)	All
                                            keys to all locks on the Property including but not limited to all keys to any safe deposit
                                            boxes at the Property which are not in use by guests at the Property;



 


		(b)	Any
                                            receipts and/or agreements relating to safe deposit boxes at the Property being used by guests
                                            together with lists containing the name, address and room number of each such depositor;
                                            and



 


		(c)	All
                                            baggage parcels, laundry or valet packages checked or left by guests of the Property with
                                            Seller prior to the consummation of Closing shall be listed in inventory to be prepared jointly
                                            by Seller and Purchaser or their respective agents at Closing. Seller shall indemnify and
                                            hold Purchaser harmless from any and all loss, cost, liability or expense including reasonable
                                            attorneys’ fees incurred in connection with any damage to or theft or other loss of
                                            any such baggage, parcels, laundry or valet packages prior to closing. Purchaser shall indemnify
                                            and hold Seller harmless from any loss, cost, liability or expense including reasonable attorneys’
                                            fees incurred in connection with any damage to, theft or other loss of any baggage, parcels,
                                            laundry or valet packages after closing.



 






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ARTICLE VII - GENERAL


 


7.1      Condemnation.


 


In the event of any actual
taking, pursuant to the power of eminent domain, of all or any material portion of the Land, or
of any portion of the Improvements, or of any access or parking, or any proposed sale in lieu thereof, Seller shall give written
notice thereof to Purchaser promptly after Seller learns or receives notice thereof.


 


If all or any material
part of the Land, or any portion of the Improvements, or any access or parking, is,
or is to be, so condemned or sold, Purchaser shall have the right to terminate this Agreement by written notice to Seller given within
three (3) days following the final determination of the cost of such taking (as determined by Seller) and receive a prompt refund of
Deposit. If Purchaser elects not to terminate this Agreement, then Purchaser shall be paid or assigned, as applicable, and all proceeds,
awards and other payments arising out of such condemnation or sale and the Closing shall occur as set forth herein with no reduction
in Purchase Price.


 


Until this Agreement
is terminated, Seller shall not settle or compromise any such proceeding regarding the Land without Purchaser's written consent which
shall not be unreasonably withheld, conditioned or delayed. If Purchaser elects to terminate this Agreement by giving Seller written
notice thereof as set forth in this Section 7.1, then Purchaser shall receive a prompt refund of Deposit and all obligations of
Seller and Purchaser hereunder (except those set forth herein which expressly survive a termination of this Agreement) shall terminate
immediately.


 


7.2      Risk
of Loss by Casualty.


 


The risk of any casualty
loss or damage to the Property prior to the Closing shall remain upon Seller. If any casualty loss or damage to the Real Property of
Improvements occurs prior to Closing (except to the extent caused by Purchaser or Purchaser’s Representatives in connection with
Purchaser’s investigations hereunder), Purchaser shall have the right to terminate this Agreement by written notice to Seller given
within three (3) days following a final determination of the cost of such casualty (as determined by Seller), Purchaser shall receive
a prompt refund of the Deposit, and all obligations of Seller and Purchaser hereunder (except those set forth herein which expressly
survive a termination of this Agreement) shall terminate immediately. If Purchaser elects not to terminate this Agreement, Purchaser
shall be obligated to close with no reduction in Purchase Price and all insurance proceeds and rights to proceeds arising out of such
loss or damage shall be paid or assigned, as applicable, to Purchaser at Closing, and Purchaser
will receive a credit against the Purchase Price at Closing in the amount of any applicable deductibles.


 






    22 


     


    

 


7.3      WARN.


 


Seller
shall indemnify and hold harmless Purchaser and its successors and assigns from and against any and all claims, penalties, damages, liabilities,
actions, costs and expenses (including reasonable attorneys’ fees) under the Worker Adjustment and Retraining Notification Act,
29 U.S.C., Section 2101, et seq. (“WARN”) and similar state laws that are based on a “mass layoff” or “plant
closing” occurring prior to or on the Closing Date.


 


7.4      Broker.


 


The parties hereto acknowledge
that Seller has agreed to pay the fee or commission of Broker by separate agreement.
Purchaser and Seller warrant and represent to each other that it has not dealt with any real estate broker other than Broker in connection
with this transaction.


 


7.5      Confidentiality.


 


Except as hereinafter provided,
from and after the execution of this Agreement, Purchaser and Seller shall keep the terms, conditions and provisions of this Agreement
confidential and neither shall make any public announcements hereof unless the other first approves of same in writing, nor shall either
disclose the terms, conditions and provisions hereof, except to persons who “need to know”, such as their respective officers,
directors, employees, attorneys, accountants, engineers, surveyors, consultants, lenders, financiers, partners, investors, potential
lessees and bankers and such other third parties whose assistance is required in connection with the consummation of this transaction
or as otherwise required by court order or applicable law.


 


7.6      Seller’s
Accounts Receivable


 


Seller agrees to sell to
Purchaser and Purchaser agrees to purchase from Seller on the Closing Date Seller’s accounts
receivable (which purchase amount shall be paid by Purchaser in addition to the Purchase Price). Purchaser shall pay for Seller’s
accounts receivable (and Seller shall receive a credit at Closing) in an amount equal
to (a) for Seller’s accounts receivable outstanding for a period of thirty (30)
days or less (“0-30 Day AR”), ninety percent (90%) of the amount of such 0-30 Day AR; and (b) for Seller’s
accounts receivable outstanding for a period of thirty (30) to sixty (60) days (the
 “30-60 Day AR”), fifty percent (50%) of the amount of such 30-60 Day AR. Seller’s accounts
receivable outstanding for a period of ninety-one (91) days or more (the “91-Day AR”) shall not be purchased
by Purchaser and shall be and remain the property of Seller subsequent to the Closing of the transaction contemplated hereby. At the
Closing, Seller shall prepare a list of its outstanding accounts receivable as of midnight
on the date prior to the Closing, specifying the name of each account and the amount due to Seller. Purchaser shall remit
to Seller any amounts received by Purchaser as payment for the 91-Day AR if Purchaser actually collects any such amounts, and
shall pay the monies collected in respect thereof (less credit card fees and other costs of
collection) to Seller at the end of the week, accompanied by a statement showing the amount collected on each such account. Other
than the foregoing, Purchaser shall have no obligation with respect to any such account, and Purchaser shall not be required to take
any legal proceeding or action to effect collection on behalf of Seller. It is generally the intention of Purchaser and Seller that if
any such accounts are paid to Purchaser, then Purchaser shall collect same and remit to Seller in the manner above provided, but Purchaser
shall have no obligation to pursue and Seller reserves the right to collect the 91-Day AR by all means Seller deems appropriate, at no
cost to Purchaser.


 






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7.7      Franchisor
Approval.


 


Within
ten (10) business days following the Effective Date, Purchaser will file application with Franchisor and will use commercially reasonable
efforts to procure Franchisor’s approval, in form reasonably satisfactory to Purchaser, of (a) either (i)the assignment of the
Franchise Agreement to Purchaser and Purchaser’s assumption of the obligations under the Franchise Agreement accruing from and
after Closing or (ii) a replacement franchise agreement between Purchaser and Franchisor for the Hotel, and (b) a PIP that is reasonably
satisfactory to Purchaser (collectively, the “Franchisor Approval”). Seller will cooperate reasonably with Purchaser’s
efforts to procure the Franchisor Approval, including by signing applications and delivering to Franchisor information as Franchisor
may request. All costs and expenses in connection with the termination, modification or assignment of the Franchise Agreement, or in
connection with the Franchisor Approval, or otherwise in connection with Purchaser’s agreement with Franchisor will be paid by
Purchaser. Notwithstanding the foregoing Purchaser shall not request the modification,
waiver, or amendment to any material provisions of the existing Franchise Agreement prior to or as a condition of Closing.


 


ARTICLE VIII - DEFAULT; TERMINATION RIGHTS


 


8.1      Default
by Seller.


 


If Seller defaults and
fails to perform its obligations hereunder, Purchaser may either: (a) waive the default and proceed to Closing; or (b) terminate
this Agreement in which event Escrow Agent shall return the Deposit to Purchaser, Seller will
reimburse Purchaser for all out-of-pocket costs incurred by Purchaser in connection with this Agreement and the transaction contemplated
thereby not to exceed $50,000.00, in the aggregate, and neither party shall have any further rights or liabilities hereunder (except
for those provisions which survive the termination of this Agreement).


 


8.2      Default
by Purchaser.


 


If Purchaser defaults and
fails to perform its obligations hereunder, and such failure continues uncured for a period
of five (5) business days after notice from Seller to Purchaser thereof (provided, however, that no such notice or cure period will apply
with respect to obligations to be performed by Purchaser on the Closing Date), Seller, at its option on account of such default,
may (a) terminate this Agreement, in which event, if such default occurs after or continues
beyond the expiration of the Due Diligence Period, Seller shall retain any Deposit previously paid by Purchaser with any interest
(otherwise, the Deposit will be returned to Purchaser) and the parties hereto shall
be released from all further obligations hereunder except those which expressly survive a termination of this Agreement. Seller and Purchaser
agree that in the event of a Purchaser’s default, Seller’s damages would be difficult, if not impossible, to quantify. Accordingly,
Seller and Purchaser have agreed that the Deposit previously paid by Purchaser together with interest earned thereon represents a fair
and reasonable approximation of Seller’s damages. Seller shall be entitled to the Deposit previously paid by Purchaser and interest
thereon regardless of the amount of Seller’s actual damages; or (b) waive its right to terminate the Agreement as to that default
only, and proceed to Closing in accordance herewith.


 






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8.3      Costs
and Attorneys’ Fees.


 


In the event of any litigation
or dispute between the parties arising out of or in any way connected with this Agreement resulting in any litigation, the prevailing
party in such litigation shall be entitled to recover its reasonable costs of prosecuting and/or defending same, including, without limitation,
reasonable attorneys' fees at trial and all appellate levels. The provisions of this Section shall survive the Closing or termination
of the transaction contemplated hereby.


 


ARTICLE IX - MISCELLANEOUS


 


9.1      Completeness;
Modification.


 


This Agreement constitutes
the entire agreement between the parties hereto with respect to the transactions contemplated hereby and supersedes all prior discussions,
understandings, agreements and negotiations between the parties hereto. This Agreement may be modified only by a written instrument duly
executed by the parties hereto.


 


9.2      Assignment.


 


Purchaser may not assign
this Agreement or any of its rights or obligations hereunder without Seller's prior written consent, which consent may be withheld in
Seller's sole and absolute discretion. Notwithstanding, Purchaser may assign or transfer its right, title and interest under the Agreement
to any affiliate of Purchaser without the necessity of Seller’s consent, provided, Purchaser shall provide written notice of such
assignment to Seller no later than ten (10) days prior to Closing.


 


9.3      Successors
and Assigns.


 


This Agreement shall bind
and inure to the benefit of the parties hereto and their respective successors and permitted assigns.


 


9.4      Days.


 


If any action is required
to be performed, or if any notice, consent or other communication is given, on a day that is a Saturday or Sunday or a legal holiday
in the jurisdiction in which the action is required to be performed or in which is located the intended recipient of such notice, consent
or other communication, such performance shall be deemed to be required, and such notice, consent or other communication shall be deemed
to be given, on the first business day following such Saturday, Sunday or legal holiday. Unless otherwise specified herein, all references
herein to a “day” or “days” shall refer to calendar day and not business days.


 






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9.5      Governing
Law.


 


This Agreement and all documents
referred to herein shall be governed by and construed and interpreted in accordance with the laws of the State of North Carolina. Seller
and Purchaser agree that the state courts of Mecklenburg County shall have jurisdiction to hear and decide any dispute arising under
the Agreement.


 


9.6      Counterparts.


 


To facilitate execution,
this Agreement may be executed in as many counterparts as may be required. It shall not be necessary that the signature on behalf of
both parties hereto appear on each counterpart hereof. All counterparts hereof shall collectively constitute a single agreement. Each
counterpart may be executed and delivered by facsimile transmission.


 


9.7      Severability.


 


If any term, covenant or
condition of this Agreement, or the application thereof to any person or circumstance, shall to any extent be invalid or unenforceable,
the remainder of this Agreement, or the application of such term, covenant or condition to other persons or circumstances, shall not
be affected thereby, and each term, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted
by law.


 


9.8      Costs.


 


Regardless of whether Closing
occurs hereunder, and except as otherwise expressly provided herein, each party hereto shall be responsible for its own costs in connection
with this Agreement and the transactions contemplated hereby, including, without limitation, fees of attorneys, engineers and accountants.


 


9.9      Notices.


 


All notices, requests, demands
and other communications hereunder shall be in writing and shall be delivered by hand, sent prepaid by Federal Express (or a comparable
overnight delivery service), sent by the United States mail, certified, postage prepaid, return receipt requested, at the addresses and
with such copies as designated below, or sent by facsimile or email, in which case notice shall be deemed delivered upon transmission.
Any notice, request, demand or other communication delivered or sent in the manner aforesaid shall be deemed given or made (as the case
may be) when actually delivered to the intended recipient. 


 






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	If to Seller:	 	William R. Elliott
	 	 	Medalist Fund Manager, Inc.
	 	 	1051 E. Cary Street, Suite 601
	 	 	James Center Three
	 	 	Richmond, VA 23219
	 	 	Fax: (804) 344-5072
	 	 	Email: bill.elliott@medalistprop.com
	 	 	 
	With a copy to:	 	D. Zachary Grabill, Esq.
	 	 	Kaplan Voekler Cunningham & Frank, PLC
	 	 	1401 E. Cary Street
	 	 	Richmond, VA 23219
	 	 	Fax: (804) 823-4099
	 	 	Email: zgrabill@kv-legal.com
	 	 	 
	 	 	 
	If to Purchaser:	 	[REDACTED]
	 	 	 
	With a copy to:	 	[REDACTED]




 


or to such other address as the intended recipient
may have specified in a notice to the other party. Any party hereto may change its address or designate different or other persons or
entities to receive copies by notifying the other party and Escrow Agent in a manner described in this Section.


 


9.10    Escrow
Agent.


 


Escrow Agent referred to
in the definition thereof contained in Section 1.1 hereof has agreed to act as such for the convenience of the parties without
fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any of the parties for any act or omission
to act except for its own gross negligence or willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument
deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument;
(c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while
those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension
of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written
instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default error, action
or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or
paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. Escrow Agent shall not be liable for
Escrow Agent's compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or without
jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed. Seller and Purchaser waive any conflict of intent
or apparent conflict arising out of Escrow Agent acting as attorney for Receiver.


 






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9.11    Incorporation
by Reference.


 


All of the exhibits attached
hereto are by this reference incorporated herein and made a part hereof.


 


9.12    Survival.


 


The representations and warranties
of Seller and Purchaser made in or pursuant to this Agreement shall survive Closing for a period of one year. All agreements to indemnify
Seller and Purchaser made in or pursuant to this Agreement shall survive Closing.


 


9.13    Further
Assurances.


 


Seller and Purchaser each
covenant and agree to sign, execute and deliver, or cause to be signed, executed and delivered, and to do or make, or cause to be done
or made, upon the written request of the other party, any and all agreements, instruments, papers, deeds, acts or things, supplemental,
confirmatory or otherwise, as may be reasonably required by either party hereto for the purpose of or in connection with consummating
the transactions described herein.


 


9.14    No
Partnership.


 


This Agreement does not and
shall not be construed to create a partnership, joint venture or any other relationship between the parties hereto except the relationship
of seller and purchaser specifically established hereby.


 


9.15    Time
of Essence.


 


Time is of the essence with
respect to every provision hereof.


 


9.16    Rules
of Construction.


 


The following rules shall
apply to the construction and interpretation of this Agreement:


 


(a)      Singular
words shall connote the plural number as well as the singular and vice versa, and the masculine shall include the feminine and the neuter.


 


(b)     All
references herein to particular articles, sections, subsections, clauses or exhibits are references to articles, sections, subsections,
clauses or exhibits of this Agreement.


 


(c)       The
table of contents and headings contained herein are solely for convenience of reference and shall not constitute a part of this Agreement
nor shall they affect its meaning, construction or effect.


 


(d)      Each
party hereto and its counsel have reviewed and revised (or requested revisions of) this Agreement and have participated in the preparation
of this Agreement, and therefore any usual rules of construction requiring that ambiguities are to be resolved against a particular party
shall not be applicable in the construction and interpretation of this Agreement or any exhibits hereto.


 






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9.17    Email.


 


The parties agree that this
Agreement may be transmitted between them by electronic mail (“Email”). The parties intend that emailed signatures
constitute original signatures and that an emailed agreement containing the signatures (original or emailed) of all the parties is binding
on the parties.


 


9.18    Memorandum
Non-Recordation.


 


Neither Purchaser nor Seller
shall record this Agreement or any memorandum of the terms hereof.


 


9.19    Reciprocal
Indemnity.


 


(a)       Seller
shall hold harmless, indemnify and defend Purchaser against any and all obligations, claims, losses, damages, liabilities and expenses
(including reasonable attorneys’ fees and other charges), (i) arising out of events, contractual obligations, acts or omissions
of Seller or its agents that occurred in connection with the ownership or operation of the Property prior to the Closing, including
employee wages and benefits, or (ii) arising out of damage to property or injury to or death of any person occurring on or about
or in connection with the Property or any portion thereof or with respect to the Hotel’s operations at any time or times prior
to the Closing or any claims for any debts or obligations incurred by Seller relating to the Property, or (iii) arising out of any Environmental
Damages caused by Seller or its predecessors prior to Closing (provided, however, that
Seller shall not have liability for any Environmental Damage arising from a condition of which Purchaser was aware prior to Closing).
This provision shall survive Closing.


 


(b)      Purchaser
shall hold harmless, indemnify and defend Seller against any and all obligations, claims, losses, damages, liabilities and expenses (including,
without limitation, reasonable attorneys’ fees and other charges) (i) arising out of events, contractual obligations, acts or omissions
of Purchaser or its agents that occur in connection with the ownership or operation of the Property after the Closing including employee
wages and benefits, (ii) arising out of any damage to property or injury to or death of any person occurring on or about the Property
or any portion thereof at any time after the Closing or any claims for any debts or obligations incurred by Purchaser relating to the
Property; or (iii) arising out of any Environmental Damages caused by Purchaser after Closing. This provision shall survive Closing.


 


9.20    Operation
of the Hotel.


 


Seller will continue to operate
and maintain the Property in the same manner, including with respect to advance bookings and
maintenance of Inventory levels, as it maintained the same prior to the date hereof and will keep the Property in its present
state of repair subject to normal wear and tear, exercising the same degree of care in such matters as Seller has previously exercised.


 


9.21    Force
Majeure.


 


In the event Purchaser, its
agents, members, contractors, lenders, or assigns are prevented or delayed in the performance of any of the obligations under this Agreement,
including but not limited to, the completion of due diligence, obtaining financing, or Franchisor
Approval due to governmental restrictions, governmental office closures or other
restrictive governmental action or governmental or regulatory agency rules, orders, mandates, ordinances or regulations imposed as a
result of the novel coronavirus, Purchaser shall have the right, but not the obligation, to terminate this Agreement and shall be entitled
to a full refund of the Deposit even if said termination occurs after the expiration of the Due
Diligence Period. In the event Seller is unable to continue to operate the Hotel pursuant to Section 9.20 herein, whether
said operations are disrupted in full or part, due to governmental restrictions or other restrictive governmental action or governmental
or regulatory agency rules, orders, mandates, ordinances or regulations imposed as a result of the novel coronavirus, Purchaser shall
have the right, but not the obligation, to terminate this Agreement and shall be entitled to a full refund of the Deposit even if said
termination occurs after the expiration of the Due Diligence Period.


 






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9.22    Exclusivity.


 


Seller
will not solicit, make, accept, negotiate, provide information for, or otherwise pursue any other offers for the sale, joint venture,
financing, recapitalization or purchase of the Hotel.


 


9.23    Joint
and Several Liability.


 


Each
of the entities comprising Seller will be jointly and severally liable for the liabilities and obligations of Seller hereunder.


 


 


 


[SIGNATURE PAGE TO FOLLOW]


 






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IN
WITNESS WHEREOF, Seller and Purchaser have caused this Agreement to be executed in their names by their respective duly authorized
representatives.


 


	 	SELLER:
	 	 
	 	 
	 	MDR Greensboro, LLC,
	 	a Delaware limited liability company
	 	 
	 	 
	 	By:	 /s/ William R. Elliott
	 	 	William R. Elliott, Authorized Signatory
	 	 
	 	 
	 	PMI Greensboro, LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	Peter Mueller, Inc.,
	 	 	a Virginia corporation
	 	Its:	Manager
	 	 



 


	 	By:	 /s/ Kurt A. Schirm
	 	 	Kurt A. Schirm, President
	 	 



 


	 	MDR Greensboro HI TRS, LLC,
	 	a North Carolina limited liability company
	 	 
	 	By:	/s/ William R. Elliott
	 	Name:	William R. Elliott
	 	Title:	Authorized Signatory
	 	 
	 	 
	 	PURCHASER:
	 	 
	 	 	[REDACTED]
	 	 
	 	By:	/s/ [REDACTED]
	 	 	Name:




 






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