Moody
National REIT I, Inc. POS AM 


 Exhibit
10.116 


 AGREEMENT
OF PURCHASE AND SALE 


 THIS
AGREEMENT OF PURCHASE AND SALE (this “Agreement”) is made as of the Effective Date, by and among THOSE PARTIES
SET FORTH ON SCHEDULE I, each a Delaware limited liability company (collectively, “Fee Owner”), MOODY
NATIONAL NASHVILLE MT, L LC, a Delaware limited liability company (“Moody MT”, Fee Owner and Moody MT collectively
referred to herein as “Seller”), and MOODY NATIONAL REIT I, INC., a Maryland corporation (the
“Purchaser”). 


 RECITALS: 


 A.Fee
Owner is the owner of that certain tract of land more particularly described on Exhibit “A” attached hereto
and made a part hereof, located at 1811 Broadway, Nashville, TN 37203, together with all rights, titles, benefits, easements,
privileges, remainders, tenements, hereditaments, interests, reversions and appurtenances thereunto belonging or in any way appertaining,
and all of the estate, right, title, interest, claim or demand whatsoever of Fee Owner therein, including in and to adjacent strips
and gores, if any, between the Land and abutting properties, and in and to adjacent streets, highways, roads, alleys or rights-of-way,
and the beds thereof, either at law or in equity, in possession or expectancy, now or hereafter acquired, all water and mineral
rights, development rights and all easements, rights and other interests appurtenant thereto, (the “Land”),
and all buildings and improvements, including a hotel known as the Nashville Embassy Suites, located on the Land (the “Improvements”).
The Land and the Improvements, together with the Personal Property are sometimes referred to hereinafter together as the “Hotel”. 


 B.Moody
MT leases the Hotel from the Fee Owner in accordance with the terms of that certain Master Lease by and between Moody MT and Fee
Owner dated December 15, 2005 (the “Master Lease”) and is the owner of all Personal Property used in connection
with the operation of the Hotel. 


 C.Purchaser
desires to purchase the above described property, including the Hotel, from Seller, and Seller desires to sell the above described
property to Purchaser, for the Purchase Price (as defined below) and upon the terms and conditions hereinafter set forth. 


 NOW,
THEREFORE,  in consideration of premises and in consideration of the mutual covenants, promises and undertakings of
the parties hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties, it is agreed: 


 ARTICLE
I  

DEFINITIONS 


 The
following terms shall have the indicated meanings: 


 1.1“Accounts
Receivable” shall mean all accounts receivable of the Hotel which are shown on the city ledger or other applicable records
of the Hotel. 


 1.2
“Advance Bookings” shall mean reservations and agreements made or entered into by Moody MT or Manager prior
to Closing and assumed by Purchaser 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. 


 1.3“Affiliate”
shall mean any Person that is directly or indirectly (through one or more intermediaries) controlled by, under common control
with, or controlling another Person. For the purposes of this definition, “control” shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the management and policies of any Person or the power
to veto major policy decisions of any Person, whether through the ownership of voting securities, by contract or otherwise. 




     


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 1.4“Agreement”
shall have the meaning ascribed to such term in the Preamble. 


 1.5“Assignment
and Assumption Agreement” shall mean an assignment and assumption agreement between Moody MT and Purchaser in a form
mutually acceptable to the parties, whereby Moody MT assigns and Purchaser assumes all of Moody MT’s rights, title and interest
in and to the Hotel Agreements, related to the applicable Property. 


 1.6
“Authorizations” shall mean all certificates of occupancy, licenses, permits, authorizations and approvals
required by any governmental or quasi-governmental agency, body, department, commission, board, bureau, instrumentality or officer,
or otherwise appropriate with respect to the construction, ownership, operation, leasing, maintenance, or use of the Property
or any part thereof. 


 1.7“Bill
of Sale and General Assignment” shall mean a bill of sale and general assignment between Moody MT and Purchaser in a
form mutually acceptable to the parties, conveying title to the Personal Property (other than Leased Property) from Moody MT to
Purchaser, together with any Warranties and Guaranties related thereto. 


 1.8“Closing”
shall mean the consummation of the sale and purchase of the Property pursuant to this Agreement. 


 1.9“Closing
Date” shall mean June 1, 2015. 


 1.10“Closing
Documents” shall mean the documents defined as such in Article VI. 


 1.11“Code”
shall have the meaning ascribed to such term in Section 8.21. 


 1.12“Deed”
shall mean a special warranty deed in a form mutually acceptable to the parties, conveying fee title to the Real Property from
the Fee Owner to Purchaser, subject to all permitted title exceptions and the Master Lease. 


 1.13“Earnest
Money” shall have the meaning ascribed to such term in Section 2.3. 


 1.14“Effective
Date” (or other similar phrases such as “date of this Agreement” or “date hereof”)
shall mean the first date on which the Escrow Agent shall have acknowledged receipt of this Agreement fully executed by Seller
and Purchaser. 


 1.15“Escrow
Agent” shall mean Moody National Title Company, L.P., Moody National Title Company, L. P., 6363 Woodway, Suite 250,
Houston, Texas  77057, Attn: Kay Street. 


 1.16“Final
Rooms Revenue” shall mean the final night’s room revenue for the Hotel (revenue from rooms occupied as of 12:01
a.m. on the Closing Date, exclusive of food, beverage, telephone and similar charges which shall be retained by Seller), including
any sales taxes, room taxes or other taxes thereon. 


 1.17“FIRPTA
Certificate” shall mean the affidavit of Fee Owner under Section 1445 of the Internal Revenue Code, as amended. 




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


 1.19“Hotel”
shall have the definition ascribed to such term in the Recitals. 


 1.20
“Hotel Agreements” shall mean collectively the Operating Agreements, Leased Property Agreements, Off-Site Facility
Agreements and the Occupancy Agreements. 


 1.21
“Improvements” shall mean the Hotel and all other buildings, structures, improvements, and all fixtures, systems,
facilities and all other items of real estate located on the Land. 


 1.22“Independent
Contract Consideration” shall mean One Hundred and No/100 Dollars ($100.00) of the Earnest Money which shall be paid
by the Escrow Agent to Seller in accordance with this Agreement. 


 1.23“Insurance
Policies” shall mean all policies of insurance maintained by or on behalf of Seller pertaining to the Property, its
operation, or any part thereof. 


 1.24“Intangible
Personal Property” shall mean, to the extent assignable, Seller’s right, title and interest in and to all intangible
personal property owned or possessed by Seller and used in connection with the ownership or operation of the Property, including,
without limitation, (1) Authorizations, (2) utility and development rights and privileges, general intangibles, business
records, plans and specifications pertaining to the Real Property and the Personal Property, (3) any unpaid award for taking
by condemnation or any damage to the Land by reason of a change of grade or location of or access to any street or highway, (4) the
share of the Final Rooms Revenue determined under Section 7.6(h) hereof, and (5) Advance Bookings, excluding Seller’s
cash on hand, in the bank accounts and invested with financial or other institutions. 


 1.25
“Inventory” shall mean all inventories of food, beverage and consumable items in opened or unopened cases and
all in-use reserve stock of linens, towels, paper goods, soaps, cleaning supplies, office supplies, engineering supplies, maintenance
supplies, parts and tools and other “inventories of merchandise” and “inventories of supplies” as such
terms are defined in the Uniform System of Accounts for Hotels used in connection with the operation and maintenance of the Hotel. 


 1.26“Knowledge”
shall mean (a) when used with respect to Fee Owner, the actual knowledge of the person making such representation, without any
duty of inquiry or investigation, or (b) when used with respect to Moody MT, the actual knowledge of Brett Moody, without any
duty of inquiry or investigation. For the purposes of this definition, the term “actual knowledge” means, with respect
to any person, the conscious awareness of such person at the time in question, and expressly excludes any constructive or implied
knowledge of such person. 


 1.27“Land”
shall mean that certain parcel of real estate described on Exhibit A, together with all rights, titles, benefits,
easements, privileges, remainders, tenements, hereditaments, interests, reversions and appurtenances thereunto belonging or in
any way appertaining, and all of the estate, right, title, interest, claim or demand whatsoever of Seller therein, in and to adjacent
strips and gores, if any, between the Land and abutting properties, and in and to adjacent streets, highways, roads, alleys or
rights-of-way, and the beds thereof, either at law or in equity, in possession or expectancy, now or hereafter acquired. 







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 1.28
“Leased Property” shall mean all leased items of Tangible Personal Property, including items subject to any
capital lease, operating lease, financing lease, or any similar agreement (if any). 


 1.29“Leased
Property Agreements” shall mean all lease agreements pertaining to the Leased Property (if any). 


 1.30
“Licensor” shall mean Promus Hotels, Inc., a Delaware corporation. 


 1.31“Management
Agreement” shall mean that certain Hotel Management Agreement dated January 1, 2011, by and between Moody MT and the
Manager for the management or operation of the Hotel. 


 1.32“Manager”
shall mean Moody National Management, L.P. 


 1.33“Master
Lease” shall have the definition ascribed to such term in the Recitals. 


 1.34
“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 have the right to occupy space upon the
Real Property. 


 1.35“Off-Site
Facility Agreements” shall mean any leases, contracts and agreements, if any, pertaining to facilities not located on
the Property but which are required and presently used for the operation of the Hotel including, without limitation, use agreements
for local golf courses, and parking or garage contracts or leases. 


 1.36“Operating
Agreements” shall mean all service, supply, maintenance and repair, and other similar contracts in effect with respect
to the Property (other than the Occupancy Agreements, Leased Property Agreements, Management Agreement, and Off-Site Facility
Agreements) related to construction, operation, or maintenance of the Property and the business conducted thereon. 


 1.37“Owner’s
Title Policy” shall mean an owner’s policy of title insurance issued to Purchaser by the Title Company, pursuant
to which the Title Company (or any applicable underwriter) insures Purchaser’s ownership of fee simple title to the Real
Property, subject only to Permitted Title Exceptions. 


 1.38
“Permitted Title Exceptions” shall mean those exceptions to title to the Real Property that are satisfactory
or deemed satisfactory to Purchaser as determined pursuant to Section 2.4(e) hereof. 


 1.39
“Person” shall mean an individual, a partnership, a limited liability company, a corporation, an association,
a joint stock company, a trust, a joint venture, an unincorporated organization, or a Governmental Authority. 


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


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


 1.42“Purchase
Price” shall mean the amount of SIXTY SIX MILLION THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($66,300,000.00). 







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 1.43“Purchaser
Parties” shall mean Purchaser's directors, officers, lenders, employees, agents, counsel, consultants or representatives. 


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



 1.45“Study
Period” shall mean the period ending at 5:00 p.m. CST on the date that is forty-five (45) days following the Effective
Date. 


 1.46“Submission
Matters” shall mean all due diligence deliverables provided by Seller to Purchaser. 


 1.47“Tangible
Personal Property” shall mean the items of tangible personal property consisting of all furniture, fixtures, equipment,
machinery, Inventory, all vehicles used in operation of Property and the Hotel and other tangible personal property of every kind
and nature (which does not include cash-on-hand and petty cash) located at the Hotel and owned or leased by Moody MT, including,
without limitation, Moody MT's interest as lessee with respect to any such leased Tangible Personal Property. 


 1.48“Title
Company” shall mean Old Republic National Title Insurance Company, 521 Fifth Avenue 23rd Floor, New York, NY 10175,
Attention: Rick M. Icklan (ricklan@oldrepublictitle.com). 


 1.49
“Warranties and Guaranties” shall mean, to the extent assignable, all of Seller's interest in any existing
warranties and guaranties relating to the development, construction, ownership and operation of the Improvements, the Tangible
Personal Property, the Hotel or any part thereof. 


 ARTICLE
II  

PURCHASE AND SALE; DEPOSIT; PAYMENT OF

PURCHASE PRICE; STUDY PERIOD 


 2.1Purchase
and Sale. Seller agrees to sell the Property, and Purchaser agrees to purchase the Property, free and clear of all liens and
encumbrances, for the Purchase Price and in accordance with and subject to the other terms and conditions set forth herein. 


 2.2Payment
of Purchase Price. Purchaser shall pay the Purchase Price, as adjusted in the manner specified in Article VI and as set forth
below, to Seller (or other party designated by Seller) at Closing by making a wire transfer of immediately available federal funds
to the account of Seller (or other party designated by Seller). Such wire transfer shall be sent by Purchaser to the Escrow Agent
for the account of Seller on the Closing Date. The Purchase Price shall be allocated as follows: Real Property: $61,100,000 and
Personal Property: $5,200,000. Notwithstanding anything in this Agreement to the contrary, Fee Owner and Moody MT agree such that
Fee Owner will be entitled to sales proceeds in an amount equal to $39,100,000 (“Fee Owner Proceeds”), with Moody
MT receiving any excess sales proceeds, or otherwise paying any shortfall to Fee Owner such Fee Owner receives an amount equal
to the Fee Owner Proceeds. 


 2.3Earnest
Money. Within one (1) business day following the Effective Date, Purchaser will deliver to the Escrow Agent the sum of TWO
HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($250,000.00) (the “First Deposit”). Within one (1) business
day following the expiration of the Study Period, assuming Purchaser has not previously elected to terminate this Agreement, Purchaser
shall deliver to the Escrow Agent the additional sum of TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($250,000.00) (the “Second
Deposit”) (the First Deposit and the Second Deposit, if any, and all interest earned thereon are hereinafter collectively
referred to as the “Earnest Money”). The Earnest Money shall be invested by the Escrow Agent in short term
interest bearing accounts at banks or other financial institutions, which accounts must be insured by the Federal Deposit Insurance
Corporation. All interest earned on such deposits shall belong to the party (as between Seller and Purchaser) who is entitled
to receive the Earnest Money under the applicable provisions of this Agreement. In the event the transactions contemplated herein
are not closed in accordance with the provisions hereof, the Earnest Money shall be disbursed to either Seller or Purchaser as
provided in this Agreement. 




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 2.4Due
Diligence. 


 (a)Purchaser
shall have the right, until 5:00 p.m. the last day of the Study Period, and thereafter if Purchaser does not notify Seller in
writing prior to the expiration of the Study Period that Purchaser has elected to terminate this Agreement, to enter upon the
Real Property upon not less than one (1) business day prior notice to Seller, and to perform at Purchaser’s expense, and
subject to terms and conditions set forth in Section 2.4(c) below, such economic, surveying, engineering, topographic, environmental,
marketing and other test, studies and investigations as Purchaser may deem appropriate. If such tests, studies and investigations
warrant, in Purchaser's sole, absolute and unreviewable discretion, the purchase of the Property for the purposes contemplated
by Purchaser, then Purchaser shall proceed with this transaction in accordance with and subject to the terms of this Agreement;
provided, however, if, prior to the expiration of the Study Period, Purchaser provides written notice to Seller and Escrow Agent
that it has determined in its sole, absolute and unreviewable discretion, to terminate this Agreement, this Agreement shall automatically
terminate, and Seller and Purchaser shall be released from all further liability or obligation hereunder except those which expressly
survive a termination of this Agreement. In the event of such termination, the Earnest Money,
less the Independent Contract Consideration, shall be refunded by the Escrow Agent to Purchaser without any further notice to
Escrow Agent. 


 (b)Seller
hereby agrees and acknowledge that Moody MT may make available to Purchaser any and all due diligence information related to the
Property. 


 (c)Purchaser
shall indemnify, hold harmless and defend Seller against any loss, damage, liability or claim for personal injury or property
damage and any other loss, damage, liability, claim or lien to the extent arising from the acts upon the Real Property by Purchaser
or Purchaser Parties or any agents, contractors or employees of Purchaser or Purchaser Parties, except for the discovery of existing
conditions of the Real Property the condition of which are not exacerbated by Purchaser. Purchaser understands and accepts that
any on-site inspections of the Property shall occur at reasonable times agreed upon by Seller and Purchaser after not less than
one (1) business day prior notice to Seller and shall be conducted so as not to interfere unreasonably with the operation of the
Property and the use of the Property by the tenants and the guests of the Hotel. Seller shall have the right to have a representative
present during any such inspections. If Purchaser desires to do any invasive testing at the Property, Purchaser shall do so only
after obtaining the prior written consent of Seller, which approval may be subject to reasonable terms and conditions as may be
proposed by Seller. Purchaser shall not permit any liens to attach to the Property by reason of such inspections. Purchaser shall
(i) restore the Property, at its own expense, to substantially the same condition which existed prior to any inspections
or other activities of Purchaser thereon; and (ii) be responsible for and pay any and all liens by contractors, subcontractors,
materialmen, or laborers performing the inspections or any work for Purchaser or Purchaser Parties on or related to the Property.
The provisions of this Section 2.4(c) shall survive any termination of this Agreement and a closing of the transaction contemplated
hereby and are not subject to any liquidated damage limitation on remedies, notwithstanding anything to the contrary in this Agreement.  







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 (d)Promptly
following the Effective Date, Purchaser shall cause the Title Company to furnish to Purchaser, a title insurance commitment bearing
an effective date not earlier than thirty (30) days prior to the Effective Date issued by the Title Company covering the Real
Property, binding the Title Company to issue the Owner’s Title Policy together with legible copies (to the extent such legible
copies are available) of all documents identified in such title insurance commitment as exceptions to title (collectively, the
“Title Commitment”) with respect to the state of title to the Property. Within ten (10) business days following
its receipt of the Title Commitment or within ten (10) business days of any supplement to the Title commitment the Purchaser shall
notify the Seller of any matters identified in the Title Commitment that the Purchaser is unwilling to accept (including any defect
or failure of the Title Commitment to comply with requirements of this Section 2.4(e)) (collectively, the “Purchaser’s
Objections”). Notwithstanding anything herein to the contrary, the Seller shall be obligated to pay and discharge any
encumbrances or obligations arising from delinquent taxes, mortgages, deeds of trust, security agreements, mechanics’ liens
or other similar liens or charges which were created, consented to, or expressly assumed by Seller, including without limitation
any loans, bonds or obligations to municipal or other governmental bodies. 


 (e)At
Purchaser’s sole cost and expense, Purchaser’s auditor may conduct an audit as required of Purchaser pursuant to Rule
3-05 of Securities and Exchange Commission Regulation S-X (the “3-05 Audit”) of the financial statements of
the Property for the three (3) complete fiscal years immediately preceding the Closing Date and the stub period through the Closing
Date (the “Covered Audit Period”), and Seller shall reasonably cooperate (at no cost to Seller) with Purchaser’s
auditor in the conduct of such 3-05 Audit. Without limiting the foregoing, (i) Purchaser or its designated independent or other
auditor may audit the financial statements of the Property, at Purchaser’s expense and, upon Purchaser’s prior written
request, Seller shall allow Purchaser’s auditors reasonable access to such books and records maintained by Seller in respect
to the Property and pertaining to the Covered Audit Period as necessary to conduct such 3-05 Audit, and (ii) Seller shall use
reasonable efforts to provide to Purchaser such existing financial information as may be reasonably required by Purchaser and
required for Purchaser’s auditors to conduct such 3-05 Audit; provided, however, that the ongoing obligations of Seller
shall be limited to providing such information or documentation as may be in the possession or control of Seller, Seller’s
accountants or Manager, at no cost to any of such parties, and in the format that Seller or its accountants or Manager have maintained
such information. Seller certifies and represents and warrants to Purchaser that the materials delivered to Purchaser in connection
with the 3-05 Audit shall be true and accurate in all material respects and to Seller’s knowledge there are no known fraud
or material misrepresentations, or material subsequent events not reflected in such materials. Notwithstanding anything contained
in this paragraph to the contrary, in no event shall Seller or any of Seller’s Affiliates be obligated to disclose any confidential
or non-public financial information with respect to any of Seller’s Affiliates or any property of any such Seller’s
Affiliate. Seller shall also provide to Purchaser’s representative a signed representation letter in form and substance
reasonably acceptable to Seller sufficient to enable an independent public accountant to render an opinion on the financial statements
related to the Property. Seller shall maintain its records for use under this Section for a period of not less than one (1) year
after the Closing Date. The provisions of this Section shall survive Closing or termination of this Agreement. 


 ARTICLE
III  

SELLERS’ REPRESENTATIONS AND WARRANTIES 


 3.1Fee
Owner Representations and Warranties. In order to induce Purchaser to enter into this Agreement and to purchase the Property,
and to pay the Purchase Price therefore and except for and subject to the information contained in the Submission Matters, Fee
Owner hereby makes the representations and warranties set forth below. Each such representation shall be materially true and correct
on the Effective Date and shall be materially true and correct on the Closing Date. 


   







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 (a)Organization
and Power. Fee Owner is a limited liability company duly organized, validly existing and in good standing under the laws of
Delaware and has all requisite power and authority to enter into and perform its obligations hereunder and under any document
or instrument required to be executed and delivered on behalf of Fee Owner hereunder. 


 (b)Authorization
and Execution. This Agreement (and all documents contemplated hereby) has been duly authorized by all necessary action on
the part of Fee Owner, has been duly executed and delivered by Fee Owner, constitutes the valid and binding agreement of Fee Owner
and is enforceable against Fee Owner in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency,
moratorium or other similar laws affecting creditors’ rights generally or by the principles governing the availability of
equitable remedies. The Person executing this Agreement on behalf of Fee Owner, for and on behalf of Fee Owner, has the authority
to do so. 


 (c)Litigation.
There is no action, suit or proceeding, pending or, to Fee Owner’s Knowledge, known to be threatened, against or affecting
any Fee Owner in any court or before any arbitrator or before any Governmental Authority which would materially and adversely
affect the ability of Fee Owner to perform its obligations hereunder, or under any document to be delivered pursuant hereto. 


 (d)Fee
Owner Is Not a “Foreign Person”. Fee Owner is not a “foreign person” or a “disregarded entity”
within the meaning of Section 1445 of the Internal Revenue Code, as amended (i.e., 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 thereunder). 


 (e)Insurance.
All insurance policies held with respect to the Property by Fee Owner are valid and in full force and effect. 


 (f)Right
to Purchase. Fee Owner has not granted to any Person other than Purchaser, any right to purchase the Property or any portion
thereof or interest therein. 


 (g)Condemnation.
There are no any pending or, to Fee Owner’s Knowledge, threatened condemnation or similar proceedings affecting the Property. 


 3.2Moody
MT Representations and Warranties. In order to induce Purchaser to enter into this Agreement and to purchase the Property,
and to pay the Purchase Price therefore and except for and subject to the information contained in the Submission Matters, Moody
MT hereby makes the representations and warranties set forth below. Each such representation shall be materially true and correct
on the Effective Date and shall be materially true and correct on the Closing Date. 


 (a)Organization
and Power. Moody MT is a limited liability company duly organized, validly existing and in good standing under the laws of
Delaware and has all requisite power and authority to enter into and perform its obligations hereunder and under any document
or instrument required to be executed and delivered on behalf of Moody MT hereunder. 


 (b)Authorization
and Execution. This Agreement (and all documents contemplated hereby) has been duly authorized by all necessary action on
the part of Moody MT, has been duly executed and delivered by Moody MT, constitutes the valid and binding agreement of Moody MT
and is enforceable against Moody MT in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency,
moratorium or other similar laws affecting creditors’ rights generally or by the principles governing the availability of
equitable remedies. The Person executing this Agreement on behalf of Moody MT, for and on behalf of Moody MT, has the authority
to do so. 


   







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 (c)Litigation.
There is no action, suit or proceeding, pending or, to Moody MT’s Knowledge, known to be threatened, against or affecting
Moody MT in any court or before any arbitrator or before any Governmental Authority which would materially and adversely affect
the ability of Moody MT to perform its obligations hereunder, or under any document to be delivered pursuant hereto. 


 (d)Moody
MT Is Not a “Foreign Person”. Moody MT is not a “foreign person” or a “disregarded entity”
within the meaning of Section 1445 of the Internal Revenue Code, as amended (i.e., 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 thereunder). 



 The
representations and warranties in this Article III shall survive the Closing for a period of one (1) year following the Closing
Date (“Survival Period”). 


 ARTICLE
IV  

PURCHASER’S REPRESENTATIONS AND WARRANTIES 


 In
order to induce Seller to enter into this Agreement and to sell the Property, Purchaser hereby makes the following representations
and warranties, each of which is made to Purchaser’s knowledge: 


 4.1Organization
and Power. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of
Maryland and has all requisite power and authority to enter into and perform its obligations under this Agreement and any document
or instrument required to be executed and delivered on behalf of Purchaser hereunder. 


 4.2Authorization
and Execution. This Agreement has been duly authorized by all necessary action on the part of Purchaser, has been duly executed
and delivered by Purchaser, constitutes the valid and binding agreement of Purchaser and is enforceable against Purchaser in accordance
with its terms, except as such enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting
creditors’ rights generally or by the principles governing the availability of equitable remedies. The Person executing
this Agreement on behalf of Purchaser has the authority to do so. 


 4.3Non-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, Purchaser’s organizational documents,
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. 


 4.4Litigation.
There is no action, suit or proceeding, pending or known to be threatened, against or affecting Purchaser in any court or before
any arbitrator or before any Governmental Authority which would materially and adversely affect the ability of Purchaser to perform
its obligations hereunder, or under any document to be delivered pursuant hereto. 







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 4.5OFAC.
Purchaser represents and warrants to Seller that neither Purchaser nor any affiliate of Purchaser is subject to sanctions of the
United States government or in violation of any federal, state, municipal or local laws, statutes, codes, ordinances, orders,
decrees, rules or regulations relating to terrorism or money laundering, including, without limitation, Executive Order No. 13224,
66 Fed. Reg. 49079 (published September 25, 2001) (the “Terrorism Executive Order”) or is similarly designated
under any related enabling legislation or any other similar Executive Orders (collectively with the Terrorism Executive Order,
the “Executive Orders”), the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001 (Public Law 107-56, the “Patriot Act”), any sanctions and regulations promulgated
under authority granted by the Trading with the Enemy Act, 50 U.S.C. App. 1-44, as amended from time to time, the International
Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, as amended from time to time, the Iraqi Sanctions Act, Publ. L.
No. 101-513; United Nations Participation Act, 22 U.S.C. § 287c, as amended from time to time, the International Security
and Development Cooperation Act, 22 U.S.C. § 2349 aa-9, as amended from time to time, The Cuban Democracy Act, 22 U.S.C.
§§ 6001-10, as amended from time to time, The Cuban Liberty and Democratic Solidarity Act, 18 U.S.C. §§ 2332d
and 2339b, as amended from time to time, and The Foreign Narcotics Kingpin Designation Act, Publ. L. No. 106-120, as amended from
time to time.  


 4.6Condition
of the Property. Purchaser acknowledges the following: (i) Purchaser has been given a reasonable and adequate opportunity
to inspect and investigate the Property and all aspects relating thereto, including all of the physical, environmental and operational
aspects of the Property, either independently or through agents and experts of Purchaser’s choosing, that (ii) Purchaser
is a sophisticated purchaser of Property, and (iii) Purchaser will acquire the Property based upon Purchaser’s own investigation
and inspection of the Property. PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH HEREIN, (i)
SELLER IS DISPOSING OF THE PROPERTY “AS IS, WHERE IS AND WITH ALL FAULTS” AND (ii) NEITHER PURCHASER NOR ANY OTHER
PERSON IS RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY
OR OTHERWISE, FROM SELLER OR ANY DIRECT OR INDIRECT PARTNER, OFFICER, DIRECTOR, TRUSTEE, MEMBER, EMPLOYEE, AFFILIATE, ATTORNEY,
AGENT OR BROKER OF SELLER, AS TO ANY MATTER CONCERNING THE PROPERTY OR SET FORTH, CONTAINED OR ADDRESSED IN ANY MATERIALS RECEIVED
BY PURCHASER OR ANY OF PURCHASER’S AGENTS(INCLUDING, WITHOUT LIMITATION, THE COMPLETENESS THEREOF). 


 ARTICLE
V  

CONDITIONS PRECEDENT 


 5.1As
to Purchaser’s Obligations. Subject to the provisions of Section 8.1, Purchaser’s obligations hereunder are
subject to the timely satisfaction of the following conditions precedent on or before the Closing Date or such earlier date as
is set forth below. 


 (a)Seller’s
Deliveries. Seller shall have delivered to or for the benefit of Purchaser, on or before the Closing Date, all of the documents
required of Seller pursuant to Sections 6.2 and 6.4 hereof. 


 (b)Representations,
Warranties and Covenants; Obligations of Seller; Certificate. All of Seller’s representations and warranties made in
this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if then
made; and Seller shall have performed in all material respects all of its covenants and other obligations under this Agreement.
Further, a duly authorized officer of Fee Owner shall have executed at Closing a “bring down certificate” with respect
to its representations and warranties. 






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 (c)Title.
Title Company shall unconditionally be prepared to deliver to Purchaser Owner’s Title Policy (subject to the premiums therefor
and delivery of the documents specified in Section 7.2 below and Purchaser’s authority documents). 


 (d)Litigation.
There shall be no actions, suits, arbitrations, governmental investigations or other proceedings pending or, threatened against
Seller or affecting the Property before any court or governmental authority, an adverse determination of which might materially
and adversely affect the Property. 


 Each
of the conditions contained in this Section are intended for the benefit of Purchaser and may be waived in whole or in part,
by Purchaser. If the conditions precedent set forth above are neither satisfied nor waived by Purchaser by the Closing Date, Purchaser
shall have the right to terminate this Agreement, obtain a refund of the Earnest Money and Seller and Purchaser shall be released
from all further liability or obligation hereunder except those which expressly survive the termination of this Agreement; provided
however that if Seller is in default hereof at the time of such termination, Section 8.1 shall additionally apply. 


 5.2As
to Seller’s Obligations. Subject to the provisions of Section 8.2, Seller’s obligations hereunder are subject
to the satisfaction of the following conditions precedent: 


 (a)Purchaser’s
Deliveries. Purchaser shall have delivered to or for the benefit of Seller, on or before the Closing Date, all of the documents
and payments required of the Purchaser pursuant to Sections 6.3 and 6.4 hereof. 


 (b)Representations,
Warranties and Covenants; Obligations of Purchaser; Certificate. All of Purchaser’s representations and warranties made
in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if then
made; and Purchaser shall have performed in all material respects all of its covenants and other obligations under this Agreement.
Further, a duly authorized officer of Purchaser shall have executed at Closing a “bring down certificate” with respect
to the aforesaid representations and warranties. 


 Each
of the conditions contained in this Section are intended for the benefit of Seller and may be waived in whole or in part,
by Seller. If the conditions precedent set forth above are neither satisfied nor waived by Seller by the Closing Date, Seller
shall have the right to terminate this Agreement, and Seller and Purchaser shall be released from all further liability or obligation
hereunder except those which expressly survive the termination of this Agreement; provided however that if Purchaser is in default
hereof at the time of such termination, Section 8.2 shall additionally apply. 


 ARTICLE
VI  

CLOSING 


 6.1Closing.
The Closing shall occur on the Closing Date. As more particularly described below, at the Closing the parties hereto will (a) execute
or cause to be executed (and acknowledged where appropriate) all of the documents required to be delivered in connection with
the transactions contemplated hereby (the “Closing Documents”), (b) deliver or cause to be delivered the
same to the Escrow Agent, and (c) take or cause to be taken all other action required to be taken in respect of the transactions
contemplated hereby. The Closing will occur through escrow, at the offices of the Escrow Agent, or at any such other place as
Seller and Purchaser may mutually agree. At the Closing, Purchaser shall deliver the balance of the Purchase Price to Escrow Agent
as provided herein. As provided herein, the parties hereto will agree upon adjustments and prorations to certain items which cannot
be exactly determined at the Closing and will make the appropriate adjustments with respect thereto. Possession of the Property
shall be delivered to Purchaser at the Closing, subject to any permitted title exceptions, the Master Lease and guests in possession. 






    	11



    	 



    

   


 6.2Seller’s
Deliveries. At the Closing, Seller shall deliver (or cause to be delivered) to the Escrow Agent all of the following instruments,
each of which shall have been duly executed and, where applicable, acknowledged and/or sworn, on behalf of Seller, and shall be
dated to be effective as of the Closing Date: 


 (a)The
Deed. 


 (b)The
Bill of Sale and General Assignment. 


 (c)The
Assignment and Assumption Agreement. 


 (d)A
bills paid affidavit verifying that there are no unpaid bills or claims for labor performed or materials furnished to the Property
prior to the Closing, and by which Seller indemnifies and holds Purchaser and Title Company harmless from any loss, liability,
cost or expense of Purchaser resulting from or incident to claims against the Property. 


 (e)Certificate(s)/Registration
of Title for any vehicle owned by Seller and used in connection with the Property (if any). 


 (f)The
FIRPTA Certificate. 


 (g)The
“bring-down certificate” specified in Section 5.1(b). 


 (h)An
owner’s title affidavit and gap indemnity (to the extent required by the Title Company), each duly executed and acknowledged
by Seller. 


 (i)Such
evidence, documents, affidavits and indemnifications as may be reasonably required by the Title Company and relating to: (i) the
authority of the persons executing the instruments delivered at Closing on behalf of Seller have the authority to bind Seller
to perform its obligations set forth therein, (ii) mechanics’ or materialmens’ liens, (iii) parties in possession,
or (iv) any other matters reasonably required to enable the Title Company to issue the Title Policy and endorsements thereto,
in form and content satisfactory to Purchaser and the Title Company. 


 (j)Any
other document or instrument specifically required by this Agreement. 


 Seller
shall also cause the Manager to deliver to Purchaser or make available to Purchaser at the Property: 


 (k)all
original Warranties, Guarantees, and Hotel Agreements to be assigned to and assumed by Purchaser and in Seller’s or the
Manager’s possession, 


 (l)information
as to all Advance Bookings, in reasonable detail so as to enable the Purchaser to honor the Seller’s commitments in that
regard, 


 (m)information
as to outstanding Accounts Receivable as of midnight on the date prior to the Closing, including the name of each account and
the amount due, 






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 (n)all
keys, passwords, access cards, combinations, codes and other similar entry or control devices with respect to the Property. 


 6.3Purchaser’s
Deliveries. At the Closing, Purchaser shall deliver to Escrow Agent the following, duly executed and, where applicable, acknowledged
and/or sworn on behalf of Purchaser, and dated as of the Closing Date: 


 (a)The
Assignment and Assumption Agreement. 


 (b)The
Bill of Sale and General Assignment. 


 (c)The
“bring-down certificate” specified in Section 5.2(b). 


 (d)Any
other document or instrument specifically required by this Agreement. 


 (e)At
the Closing, Purchaser shall deliver to Escrow Agent the Purchase Price as described in Section 2.2 hereof. 


 6.4Mutual
Deliveries. At the Closing, Purchaser and Seller shall mutually execute and deliver each to the other: 


 (a)A
closing statement reflecting the Purchase Price and the adjustments and prorations required hereunder and the allocation of income
and expenses required hereby. 


 (b)Such
other documents, instruments and undertakings as may be required by the authorities of the State where the Property is located. 


 (c)Such
other and further documents, papers and instruments as may be reasonably required by the parties hereto or their respective counsel
or the Title Company to consummate the transactions contemplated by this Agreement and which are not inconsistent with the Agreement
or the other Closing Documents. 


 6.5Closing
Costs. Seller and Purchaser shall equally divide any escrow fee other expenses or similar charges charged by the Title Company
and Escrow Agent. Purchaser shall pay for the cost of the title search, the premium for a standard Owner’s Title Policy,
and the cost of any endorsements to the Owner’s Title Policy. Purchaser shall pay the costs of all inspections or tests
undertaken by Purchaser, including the cost of any updated survey. Purchaser shall pay all costs associated with financing the
acquisition of the Property. Purchaser shall pay all costs associated with obtain all required approvals from the Licensor and
Manager. Purchaser and Seller shall split all transfer taxes. Unless the payment of any other cost is specifically provided for
in this Agreement, all other costs shall be apportioned between the parties by the Title Company in the manner customary in the
location of the Hotel, for properties of a similar nature. Except as otherwise provided in Section 8.3, each party shall be responsible
for the payment of its own attorney’s fees incurred in connection with transaction which is the subject of this Agreement.
Moody MT shall pay for Fee Owner’s attorney's fees and consultant's fees, in an amount not to exceed $30,000. 






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 6.6Revenue
and Expense Allocations. 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
the Seller and the Purchaser as provided herein. The 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 date of Closing, and the Purchaser shall be entitled to all revenue
and shall be responsible for all expenses for the period of time from, after and including the date of Closing provided that the
housekeeping costs and the Final Rooms Revenue shall be shared equally between the Seller and the Purchaser. Such adjustments
shall be shown on the closing statement (with such supporting documentation as the parties hereto may reasonably require being
attached as exhibits to the closing statements) and shall increase or decrease (as the case may be) the cash amount payable by
the Purchaser pursuant to Section 2.2 hereof. All prorations shall be made on the basis of the actual number of days in the
year and month in which the Closing occurs or in the period of computation. Without limiting the generality of the foregoing,
the following items of revenue and expense shall be allocated and prorated at Closing: 


 (a)Current
rents. 


 (b)Real
estate, personal property, hotel and any other applicabe taxes taxes (with maximum allowable discounts for early or prompt payment). 


 (c)Revenue
and expenses under the Operating Agreements, Leased Property Agreements and Off-Site Facility Agreements to be assigned to and
assumed by the Purchaser. 





 (d)Utility
charges (including, but not limited to, charges for phone service, cable television, gas, water, sewer and electricity). 


 (e)Payments
due under any assessments imposed by private covenant. 


 (f)Municipal
or other governmental improvement liens and special assessments, which shall be paid by the Seller at Closing where the work has
been assessed, and which shall be assumed by the Purchaser at Closing where the work has not been assessed; provided, however,
that if such liens or assessments are payable in installments, the Seller shall be responsible for the payment of such installments
relating to periods prior to the Closing Date and the Purchaser shall be responsible for the payments of such installments relating
to periods on and subsequent to the Closing Date. 


 (g)License
and permit fees, where transferable. 


 (h)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. 


 (i)The
Final Rooms Revenue and housekeeping costs for the date of Closing (to be apportioned equally between the Seller and the Purchaser). 


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


 The
Seller shall receive a credit for any prepaid expenses accruing to periods on or after the Closing Date. The Purchaser shall receive
a credit against the Purchase Price for the total of (a) prepaid rents, (b) prepaid room receipts and deposits, function
receipts and deposits and other reservation receipts and deposits, and (c) unforfeited security deposits together with any
interest payable to a tenant thereon held by the Seller under Occupancy Agreements. At midnight the day prior to Closing, Seller
shall check-out those hotel guests who were previously in occupancy at the Hotel, so as to directly bill and collect all expenses
arising prior to the Closing Date, and then check those hotel guests back into the Hotel so they can be included in the Final
Rooms Revenue. At Closing, the Seller shall sell to the Purchaser in connection with the Hotel, and Purchaser shall purchase from
the Seller at face value: (a) all petty cash funds in connection with the hotel guest operations at the Property, which shall
be an amount equal to the total of all petty cash funds on hand and transferred to the Purchaser. In addition, Seller shall provide
a credit to Purchaser in an amount equal to one-half (1/2) of the Final Rooms Revenue from the night prior to the Closing Date. 






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 The
Purchaser shall receive a credit for all retail sales (as distinguished from any tax on the sale of any personal property effected
pursuant to this Agreement), occupancy and liquor taxes and like impositions up to but not including the date of Closing. Any
such taxes applicable to the Final Rooms Revenue shall be apportioned equally between the Seller and the Purchaser. The Seller
shall cooperate reasonably with the Purchaser to permit the Purchaser to obtain, if desired by the Purchaser, sale and occupancy
tax clearance certificates from the State in which the Real Property is located. 


 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 the Seller or by the Purchaser with respect to the Property after the date of Closing shall be
promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. With respect
to any closing statements amounts or issues relating to prorations that are not agreed upon at Closing, the Seller and the Purchaser
shall thereafter work in good faith to resolve such amounts or issues; provided that if such amounts or issues are not fully agreed
upon and paid within ten (10) days after the Closing, then, in such event, such amounts or issues shall be submitted the Designated
Accountant for final resolution, and the Seller and the Purchaser agree to be bound by the determination of such accountant. The
costs and expenses incurred in connection with the services of such accountant shall be borne equally by the Seller and the Purchaser.
The provisions of this Section 6.6 shall survive the Closing. 


 6.7Safe
Deposit Boxes. On the Closing Date, the Seller shall cause the Manager to make available to the Purchaser at the Hotel all
receipts and agreements in the Manager’s possession relating to all safe deposit boxes in use at the Hotel, other than safes
or lockboxes, if any, located inside individual guest rooms in Hotel. During the Study Period, the Seller and the Purchaser shall
mutually agree upon a procedure to provide notice to each Hotel guest utilizing a safe deposit box on the Closing Date about the
sale of the Property and to cause each such Hotel guest to adhere to the procedure set forth in the notice so that a proper inventory
can be prepared and an orderly transition made. From and after the Closing, the Seller and the Manager shall be relieved of any
and all responsibility in connection with each said box, and the Purchaser shall indemnify, defend and hold the Seller and the
Manager and harmless from and against any claim, liability, cost or expense (including reasonable attorneys’ fees) with
respect to such safety deposit box arising after the Closing. The Seller hereby agrees to hold the Purchaser harmless from any
other liability or claims with respect to such safe deposit boxes arising prior to the Closing Date. The provisions of this Section 6.7
shall survive the Closing. 


 6.8Inventory
of Baggage. The representatives of the Seller and/or the Manager, and of the Purchaser shall prepare an inventory of baggage
at the Hotel as of 12:00 noon on the Closing Date (which inventory of baggage shall be binding on all parties thereto) of (a) all
luggage, valises and trunks checked or left in the care of the Hotel by guests then or formerly in the Hotel, (b) parcels,
laundry, valet packages and other property of guests checked or left in the care of the Hotel by guests then or formerly in the
Hotel (excluding, however, property in Hotel safe deposit boxes), (c) all luggage or other property of guests retained by
Seller as security for any unpaid accounts receivable, and (d) all items contained in the Hotel lost and found. The Purchaser
shall be responsible from and after the Closing Date for all baggage and other items listed in such inventory of baggage, and
the Purchaser shall indemnify, defend and hold the Seller and the Manager harmless from and against any claim liability, cost
or expense (including reasonable attorneys’ fees) incurred by the Seller or the Manager or any Affiliate thereof with respect
thereto arising after the Closing Date. The Seller hereby agrees to hold the Purchaser harmless from any other liability or claims
with respect to such inventory of baggage arising prior to the Closing Date. The provisions of this Section 6.8 shall survive
the Closing. 






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 6.9Accounts
Receivable. It is expressly agreed by and between Purchaser and Seller that Seller is not hereby agreeing to sell to Purchaser,
and Purchaser is not hereby agreeing to purchase from Seller, any of Seller’s accounts receivable. All of Seller’s
accounts receivable shall be and remain the property of Seller. 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 hold any funds received by Purchaser explicitly designated as payment of such accounts receivable, in
trust, if Purchaser actually collects any such amounts, and shall pay the monies collected in respect thereof to Seller at the
end of each calendar month, 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 although all of
Seller’s accounts receivable shall be and remain the property of Seller, if any such accounts are paid to Purchaser, then
Purchaser shall collect same and remit to Seller in the manner above provided. Nothing herein contained shall be construed as
requiring Purchaser to remit to Seller any funds collected by Purchaser on account of Purchaser’s accounts receivable generated
from Hotel operations after the Closing, even if the person or entity paying same is also indebted to Seller. 


 6.10Accounts
Payable. The Purchaser shall receive a credit for any and all accounts payable owed by the Seller in connection with the Property
as of the Closing Date. 


 ARTICLE
VII  

GENERAL PROVISIONS 


 7.1Fire
or Other Casualty. Seller agrees to give Purchaser prompt notice of any fire or other casualty to the Property costing more
than One Hundred Thousand Dollars ($100,000.00) to repair and occurring between the Effective Date and the Closing Date of which
Seller has knowledge. If, prior to Closing, the Property is damaged by fire or other casualty which is fully insured (without
regard to deductibles) and would cost less than Five Hundred Thousand Dollars ($500,000.00) and require less than 180 days to
repair, then neither party shall have the right to terminate this Agreement by reason thereof and the Closing shall take place
without abatement of the Purchase Price, but Seller shall assign to Purchaser at the Closing all of Seller’s interest in
any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance,
attributable to the period preceding the Closing Date) that may be payable to Seller on account of any such fire or other casualty,
to the extent such proceeds have not been previously expended or are otherwise required to reimburse Seller for actual expenditures
of restoration made prior to the Closing Date, plus Seller shall credit the amount of any deductibles under any policies
related to such proceeds to the Purchase Price together with any amount not covered by insurance. If any such damage due to fire
or other casualty is insured and would cost in excess of Five Hundred Thousand Dollars ($500,000.00) or require more than 180
days to repair, then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller
has given Purchaser the notice of damage or casualty referred to in this Section 7.1, or on the Closing Date, whichever is
earlier, in which case the parties hereto shall be released of all further obligations hereunder with respect to the Property
except those which expressly survive a termination of this Agreement. Should Purchaser elect to proceed to Closing notwithstanding
the amount of the insured loss or the time required for repairs, the Closing shall take place without abatement of the Purchase
Price and at Closing Seller shall assign to Purchaser the insurance proceeds and grant to Purchaser a credit against the Purchase
Price equal to the amount of the applicable deductible plus any amount not covered by insurance. If, prior to Closing, any Property
is damaged by fire or casualty which is uninsured and would cost Five Hundred Thousand Dollars ($500,000.00) or more to repair,
then Purchaser may terminate this Agreement by written notice given to Seller within ten (10) days after Seller has given Purchaser
the notice of damage or casualty or on the Closing Date, whichever is earlier, in which case the parties hereto shall be released
of all further obligations hereunder, except those which expressly survive a termination of this Agreement. In the event of such
termination, the Earnest Money shall be refunded by the Escrow Agent to Purchaser. If Purchaser does not elect to terminate its
obligations under this Agreement pursuant to the immediately preceding sentence, or if any uninsured fire or casualty would cost
less than Five Hundred Thousand Dollars ($500,000.00) to repair, then the Closing shall take place as provided herein, and the
Purchase Price shall be reduced by the estimated amount to repair such casualty, not to exceed Five Hundred Thousand Dollars ($500,000.00). 






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 7.2Condemnation.
After the Effective Date, Seller agrees to give Purchaser prompt written notice of any knowledge of or notice of any taking by
condemnation of any part of or rights appurtenant to the Real Property. If taking will materially interfere with the operation
or use of any Hotel which constitutes a part of such Real Property, Purchaser may terminate this Agreement by written notice to
Seller within ten (10) days after Seller has given Purchaser the notice of taking referred to in this Section 7.2, or on
the Closing Date, whichever is earlier. If Purchaser exercises its option to terminate its obligations to purchase the Property
pursuant to this Section 7.2, the parties hereto shall be released from all further obligations hereunder with respect to
the Property, except those which expressly survive a termination of the Agreement. In the event of such termination, the Earnest
Money shall be refunded by the Escrow Agent to Purchaser. If Purchaser does not so elect to terminate this Agreement, then the
Closing shall take place as provided herein, and Seller shall assign to Purchaser at the Closing all of Seller’s interest
in any condemnation award which may be payable to Seller on account of any such condemnation and, at Closing, Seller shall credit
to the amount of the Purchase Price payable by Purchaser the amount, if any, of condemnation proceeds received by Seller between
the Effective Date and Closing less (a) any amounts reasonably expended by Seller in collecting such sums and (b) any
amounts reasonably used by Seller to repair the Property as a result of such condemnation. If, prior to Closing, there shall occur
a taking by condemnation of any part of or rights appurtenant to the Property that does not materially interfere with the operation
or use of the Hotel which constitutes a part of the Property, Purchaser shall not have the right to terminate this Agreement by
reason thereof and the Closing shall take place without abatement of the Purchase Price, but Seller shall assign to Purchaser
at Closing all of Seller’s interest in any condemnation award which may be payable to Seller on account of any such condemnation
and, at Closing, Seller shall credit to the amount of the Purchase Price payable by Purchaser the amount, if any, of condemnation
proceeds received by Seller between the Effective Date and Closing less (a) any amounts reasonably expended by Seller in
collecting such sums and (b) any amounts reasonably used by Seller to repair the Property as a result of such condemnation.
Provided Purchaser has not exercised its right to terminate this Agreement pursuant to Section 7.2, Seller shall notify Purchaser
in advance regarding any proceeding or negotiation with respect to the condemnation and Purchaser shall have a reasonable right,
at its own cost and expense, to appear and participate in any such proceeding or negotiation. For purposes of Sections 7.1 and
7.2 if this Agreement, estimates of costs and time required for restoration or repair shall be made by an architect or engineer,
as appropriate, designated by Seller and reasonably acceptable to Purchaser. 






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 7.3Broker.
 Seller and Purchaser each represents and warrants to the
other that it has not employed any real estate sales representatives or brokers regarding the transaction contemplated by this
Agreement. Seller shall indemnify, defend and hold Purchaser harmless from any commission or fee claimed to be owing due to the
acts of Seller. Purchaser shall indemnify, defend and hold Seller harmless from any commission or fee claimed to be owing due
to the acts of Purchaser. This Section relates solely to the transaction contemplated by this Agreement between Seller and Purchaser
and shall not create any third party right or obligation in favor of either or any broker. Notwithstanding the foregoing, Seller,
at and conditioned upon Closing, shall pay Moody National Realty Company, L.P. (“MNRC”) a disposition fee in an amount
equal to 3.5% of that portion of the Purchase Price allocated to the Real Property. The provisions of this Section 7.3 shall survive
the Closing and any termination of this Agreement. 


 ARTICLE
VIII  

DEFAULT; TERMINATION RIGHTS; INDEMNIFICATION 


 8.1Default
by Seller. If the sale contemplated hereby is not consummated because of a default by Seller in its obligation to sell the
Property in accordance with this Agreement after Purchaser has performed or tendered performance of its obligations in accordance
with this Agreement, then Purchaser, as its sole and exclusive remedy shall elect (a) to terminate this Agreement, in which event
the Earnest Money Deposit shall be returned to Purchaser and all other rights and obligations of Seller and Purchaser hereunder
(except those set forth herein which expressly survive a termination of this Agreement) shall terminate immediately; or (b) to
waive such matter or condition and proceed to Closing, with no reduction in the Purchase Price; or (c) bring an equitable action
to enforce the Closing Obligations by specific performance; provided, with respect to an action for specific performance, (i)
Purchaser shall provide written notice of Purchaser's intention to enforce the Closing Obligations by specific performance, and
(ii) Purchaser's suit for specific performance shall be filed against Seller in a court having jurisdiction in the county and
state in which the Property is located, on or before sixty (60) days following the Closing Date, failing which, Purchaser shall
be barred from enforcing the Closing Obligations by specific performance and shall be deemed to have elected to terminate this
Agreement as provided herein. 


 8.2Default
by Purchaser. If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase
the Property in accordance with this Agreement after Seller has performed or tendered performance of all of its obligations in
accordance with this Agreement, Seller, as its sole and exclusive remedy, shall be permitted to terminate this Agreement in which
event the parties hereto shall be released from all further obligations hereunder except those which expressly survive a termination
of this Agreement. In the event of such termination, Seller shall be entitled to receive the Earnest Money from the Escrow Agent
as liquidated damages and not as penalty, in full satisfaction of its claims against Purchaser hereunder. Separately, Purchaser
shall pay all cancellation costs due to the Escrow Agent and Title Company. SELLER AND PURCHASER AGREE THAT SELLER’S DAMAGES
RESULTING FROM PURCHASER’S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE AND THE EARNEST MONEY IS A FAIR ESTIMATE
OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SAID DAMAGES TO BE CERTAIN.  


 8.3Costs
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, then the prevailing party in such shall be entitled to recover its costs of
prosecuting and/or defending same, including, without limitation, reasonable attorneys’ fees at trial and all appellate
levels. The provisions of this Section 8.3 shall survive the termination of this Agreement. 


 8.4Limitation
of Liability. Notwithstanding anything herein to the contrary, the liability of each party hereto resulting from the breach
or default by such party shall be limited to direct actual damages incurred by the injured party and each party hereto hereby
waives its rights to recover from the other party consequential, punitive, exemplary, and speculative damages. The provisions
of this Section 8.4 shall survive the termination of this Agreement. 






    	18



    	 



    

   


 ARTICLE
IX  

MISCELLANEOUS PROVISIONS 


 9.1Completeness;
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. 


 9.2Successors
and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their permitted respective successors
and assigns. 


 9.3Days.
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
days and not business days. 


 9.4Governing
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 in which the Property is located without regard to its principle of conflicts of law. 


 9.5Counterparts.
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 hereto shall collectively
constitute a single agreement. Telecopied signatures shall have the same valid and binding effect as original signatures. 


 9.6Severability.
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. 


 9.7Costs.
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. 


 9.8Notices.
All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered by hand, sent prepaid
for next-day delivery by Federal Express (or a comparable overnight delivery service) or sent by the United States mail, certified,
postage prepaid, return receipt requested, at the addresses and with such copies as designated below. Any notice, request, demand
or other communication delivered or sent in the manner aforesaid may be given by the party required to give such notice, etc.,
or its attorney, and shall be deemed given or made (as the case may be) when actually delivered to or refused by the intended
recipient. 






    	19



    	 



    

   


	   	 If to Seller: 	 See Schedule 9.8 
	   	   	   
	   	 If to Purchaser: 	 Moody National REIT I, Inc.  

    6363 Woodway, Suite 110

    Houston, Texas 77057

    Attn: Brett Moody

    Telephone: (713) 977-7500

    Facsimile: (713) 977-7505

    bmoody@moodynational.com 
	   	   	   
	   	 and 	 Moody National REIT I, Inc.  

    6363 Woodway, Suite 110

    Houston, Texas 77057

    Attn: Alex Sims

    Telephone: (713) 977-7500

    Facsimile: (713) 977-7505

    asims@moodynational.com 

	   	   	   
	   	 If to Escrow Agent: 	 Moody
                                 National Title Company, L. P. 

                                  6363
                                 Woodway, Suite 250  

                                 Houston, Texas  77057

                                 Attn: Kay Street

                                 Telephone: (713) 977-1700 (Main) 

                                  (713)
                                 273-6680 (Direct) 

                                  Facsimile:
                                 (713) 977-0117 (Fax)  

                                 kstreet@moodynational.com 

	   		
	   	 If to Title Company: 	 Old
                                 Republic National Title Insurance Company 

                                  521
                                 Fifth Avenue 23rd Floor  

                                 New York, NY 10175

                                 Attn: Rick M. Icklan

                                 ricklan@oldrepublictitle.com 








 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. 


 9.9Escrow
Agent. Escrow Agent 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 willful misconduct; (b) for any legal effect, insufficiency, or undesirability or 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 consequences 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. In the event
of any dispute as to the disposition of any monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such
Escrow Agent so elects, interplead the matter by filing an interpleader action in a court of competent jurisdiction in the county
or circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent), and pay into the
registry of the court such monies held by Escrow Agent, or deposit any such documents with respect to which there is a dispute
in the registry of such court, whereupon such Escrow Agent shall be relieved and released from any further liability as Escrow
Agent hereunder. 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. 






    	20



    	 



    

   


 9.10Incorporation
by Reference. All of the exhibits and schedules attached hereto are by this reference incorporated and made a part hereof. 


 9.11Further
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 provided that compliance with the
provision of this Section shall not increase the liability of the complying party. 


 9.12No
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. 


 9.13Time
of Essence. Time is of the essence with respect to every provision hereof. 


 9.14Signatory
Exculpation. The signatory(ies) for Seller and Purchaser is/are executing this Agreement in his/their capacity as representative
of such party and not individually and, therefore, shall have no personal or individual liability of any kind in connection with
this Agreement and the transactions contemplated by it. 


 9.15Rules
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
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. 






    	21



    	 



    

   


 9.16No
Recording. Neither this Agreement nor any memorandum hereof, or any other instrument intended to give notice hereof (or which
actually gives notice hereof) shall be recorded. 


 9.17Facsimile
Signatures. The execution of this Agreement and all notices given hereunder and all amendments hereto, may be effected by
facsimile signatures, all of which shall be treated as originals; provided, however, that the party receiving a document with
a facsimile signature may, by notice to the other, require the prompt delivery of an original signature to evidence and confirm
the delivery of the facsimile signature. 


 9.18Assignment
by the Parties. Neither party shall assign or transfer or permit the assignment or transfer of its rights or obligations under
this Agreement without the prior written consent of the other, any such assignment or transfer without such prior consent being
hereby declared to be null and void; provided, however, that Purchaser shall have the right to either nominate one
or more Affiliates to take title to the Property or to certain components of the Property or to assign this Agreement to one or
more Affiliates without Seller's consent. 


 9.19Waiver.
The excuse or waiver of the performance by a party of any obligation of the other party under this Agreement shall only be effective
if evidenced by a written statement signed by the party so excusing or waiving. No delay in exercising any right or remedy shall
constitute a waiver thereof, and no waiver by Seller or Purchaser of the breach of any covenant of this Agreement shall be construed
as a waiver of any preceding or succeeding breach of the same or any other covenant or condition of this Agreement. 


 9.20Exclusivity.
After the Effective Date, Seller and its respective agents, representatives and employees shall immediately cease all marketing
of the Property until such time as this Agreement is terminated and Seller shall not directly or indirectly make, accept, negotiate,
entertain or otherwise pursue any offers for the sale of the Property. 


 9.21Section 1031
Exchange. Either party may consummate the purchase or sale of the Property as part of a so-called like kind exchange (an “Exchange”)
pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), provided that
(i) the Closing shall not be delayed or affected by reason of an Exchange nor shall the consummation or accomplishment of
any Exchange be a condition precedent or condition subsequent to a party’s obligations under this Agreement; (ii) any
party desiring an Exchange shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement,
to a qualified intermediary and the other party shall not be required to take an assignment of the purchase agreement for the
relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating
such Exchange; and (iii) the party desiring an Exchange shall pay any additional costs that would not otherwise have been
incurred by Purchaser or Seller had such party not consummated its purchase or sale through an Exchange. Neither party shall by
this agreement or acquiescence to an Exchange desired by the other party (1) have its rights under this Agreement affected
or diminished in any manner or (2) be responsible for compliance with or be deemed to have warranted to the other party that
such party’s Exchange in fact complies with Section 1031 of the Code. In connection with such cooperation, Seller agrees,
upon request of Purchaser to “direct deed” for actual interests in the property to designees of Purchaser. 


 9.22Public
Announcements. Except as otherwise expressly provided herein, neither Seller nor Purchaser shall make any public statement
or issue any press release prior to the Closing with respect to this Agreement or the transactions contemplated hereby without
the prior written consent of the other party. Seller hereby expressly acknowledges that Purchaser is a wholly-owned subsidiary 
of a publicly-traded company and that Seller is aware and will advise its owners, employees and agents that federal and state
securities laws prohibit any person who has material, non-public information about a company from purchasing or selling securities
of such a company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable
that such person is likely to purchase or sell such securities.  Seller further agrees that Purchaser shall have the right
to disclose the fact that it is contemplating the purchase of the Property and such other details of the transaction to the extent
Purchaser reasonably deems necessary to comply with applicable federal or state securities laws, rules or regulations. 


 [SIGNATURE
PAGE TO FOLLOW] 




    	22



    	 



    

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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 1, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                          Richard S. Cesarin 
	   	   	 Richard
                                         S. Cesarin, as Trustee of The Richard S. and Donna L. Cesarin Family Trust dated March
                                         31, 1992, its sole member 
	   	   	   
	   	 By: 	 /s/
                                         Donna L. Cesarin 
	   	   	 Donna
                                         L. Cesarin, as Trustee of The Richard S. and Donna L. Cesarin Family Trust dated March
                                         31, 1992, its sole member 






   




    	23



    	 



    

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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 2, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                         James Krupka 
	   	   	 James
                                         Krupka, as joint tenants with right of survivorship, its sole member 
	   	   	   
	   	 By: 	 /s/
                                         Dinorah Meyer 
	   	   	 Dinorah
                                         Meyer, as joint tenants with right of survivorship, its sole member 








    	24



    	 



    

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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 3, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                         Melanie E. Van Sant 
	   	   	 Melanie
                                         E. Van Sant, its sole member 
	   	   	   






   




    	25



    	 



    

   


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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 4, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                         Chester B. Lee 
	   	   	 Chester
                                         B. Lee, as Trustee of The 2004 Chester B. Lee and Rafaela Lim Lee Revocable Trust dated
                                         February 20, 2004, its sole member 
	   	   	   
	   	 By: 	 /s/
                                         Rafaela Lim Lee 
	   	   	 Rafaela
                                         Lim Lee, as Trustee of The 2004 Chester B. Lee and Rafaela Lim Lee Revocable Trust dated
                                         February 20, 2004, its sole member 






   




    	26



    	 



    

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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 5, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                         Frederick A. Foos 
	   	   	 Frederick
                                         A. Foos, as Trustee of the Foos Family Trust dated June 20, 1995, its sole member 
	   	   	   
	   	 By: 	 /s/
                                         Veronica Foos 
	   	   	 Veronica
                                         Foos, as Trustee of the Foos Family Trust dated June 20, 1995, its sole member 






   


   




    	27



    	 



    

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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 6, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                         Andy M. Kwang 
	   	   	 Andy
                                         M. Kwang, as Trustee of The Kwang Family Trust, dated August 16, 2001, its sole member 
	   	   	   
	   	 By: 	 /s/
                                          Gloria N. Kwang 
	   	   	 Gloria
                                         N. Kwang, as Trustee of The Kwang Family Trust, dated August 16, 2001, its sole member 








    	28



    	 



    

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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 7, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                         Dennis G. Roberts 
	   	   	 Dennis
                                         G. Roberts, its sole member 
	   	   	   








    	29



    	 



    

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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 8, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                         Elsa Devesa 
	   	   	 Elsa
                                         Devesa, as Trustee of the Devesa Trust dated December 18, 1991, its sole member 
	   	   	   






   




    	30



    	 



    

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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 9, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                         Raymond Meyer 
	   	   	 Raymond
                                         Meyer, its sole member 
	   	   	   






   




    	31



    	 



    

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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 10, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                          Conley O’Neal 
	   	   	 Conley
                                         O’Neal, as Trustee of the O’Neal Family Trust dated February 12, 2003, its
                                         sole member 
	   	   	   
	   	 By: 	 /s/
                                          Colleen O’Neal 
	   	   	 Colleen
                                         O’Neal, as Trustee of the O’Neal Family Trust dated February 12, 2003, its
                                         sole member 






   




    	32



    	 



    

			



   


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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 11, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                         Gary Swanson 
	   	   	 Gary
                                         Swanson, its sole member 
	   	   	   








    	33



    	 



    

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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 12, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                         Jonathan H. Krotinger 
	   	   	 Jonathan
                                         H. Krotinger, its sole member 
	   	   	   








    	34



    	 



    

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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 13, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                          Brandon Denman 
	   	   	 Brandon
                                         Denman, as husband and wife as community property with rights of survivorship, its sole
                                         member 
	   	   	   
	   	 By: 	 /s/
                                         Kyoko Kobayashi 
	   	   	 Kyoko
                                         Kobayashi, as husband and wife as community property with rights of survivorship, its
                                         sole member 








    	35



    	 



    

  


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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 14, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                         George Benovich 
	   	   	 George
                                         Benovich, as Trustee of The George and Jodell M. Benovich Family Trust dated September
                                         9, 1994, its sole member 
	   	   	   
	   	 By: 	 /s/
                                          Jodell M. Benovich 
	   	   	 Jodell
                                         M. Benovich, as Trustee of The George and Jodell M. Benovich Family Trust dated September
                                         9, 1994, its sole member 








    	36



    	 



    

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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 15, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                         Bruce H. Kendall, Jr. 
	   	   	 Bruce
                                         H. Kendall, Jr., as husband and wife as joint tenants with right of survivorship, its
                                         sole member 
	   	   	   
	   	 By: 	 /s/
                                         Andrea Yee 
	   	   	 Andrea
                                         Yee, as husband and wife as joint tenants with right of survivorship, its sole member 



   




    	37



    	 



    

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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 16, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                         Joanne Wastal 
	   	   	 Joanne
                                         Wastal, individually, its sole member 
	   	   	   






   




    	38



    	 



    

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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 17, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                          Scott Jury 
	   	   	 Scott
                                         Jury, its sole member 
	   	   	   






   




    	39



    	 



    

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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 18, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                         Mario L. Coelho 
	   	   	 Mario
                                         L. Coelho, as Trustee of the Mario L. Coelho and Delphine G. Coelho 1999 Inter Vivos
                                         Trust Agreement, its sole member 
	   	   	   
	   	 By: 	 /s/
                                          Delphine G. Coelho 
	   	   	 Delphine
                                         G. Coelho, as Trustee of the Mario L. Coelho and Delphine G. Coelho 1999 Inter Vivos
                                         Trust Agreement, its sole member 









   




    	40



    	 



    

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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 19, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                         Ron Lando 
	   	   	 Ron
                                         Lando, as joint tenants with right of survivorship, its sole member 
	   	   	   
	   	 By: 	 /s/
                                          Alice Lando 
	   	   	 Alice
                                         Lando, as joint tenants with right of survivorship, its sole member 






    




    	41



    	 



    

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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                          Nashville 20, LLC,
                                         a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                         Stephen Webber 
	   	   	 Stephen
                                         Webber, as joint tenants with right of survivorship, its sole member 
	   	   	   
	   	 By: 	 /s/
                                          Julie Webber 
	   	   	 Julie
                                         Webber, as joint tenants with right of survivorship, its sole member 






   


   




    	42



    	 



    

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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 21, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                         Dhirajlal B. Mistry 
	   	   	 Dhirajlal
                                         B. Mistry, as Trustee of the Mistry Trust dated October 15, 1984, its sole member 
	   	   	   
	   	 By: 	 /s/
                                         Sunita D. Mistry 
	   	   	 Sunita
                                         D. Mistry, as Trustee of the Mistry Trust dated October 15, 1984, its sole member 








    	43



    	 



    

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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 23, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                         Raymond A. Tocchio 
	   	   	 Raymond
                                         A. Tocchio, its sole member 
	   	   	   






   




    	44



    	 



    

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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 24, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                         DeWayne D. Davis 
	   	   	 DeWayne
                                         D. Davis, sole Trustee, or his successors in trust, under The DeFour Family Trust, dated
                                         April 19, 2005, and any amendments thereto, its sole member 
	   	   	   








    	45



    	 



    

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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 25, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                         Franklin Wang 
	   	   	 Franklin
                                         Wang, as joint tenants with right of survivorship, its sole member 
	   	   	   
	   	 By: 	 /s/
                                          Teresa C. Wang 
	   	   	 Teresa
                                         C. Wang, as joint tenants with right of survivorship, its sole member 








    	46



    	 



    

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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 26, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 JDS
                                         Holdings, LLC, a North Carolina limited liability company, its sole member 
	   	   	   
	   	 By:
                                            	 /s/
                                          Susan L. Harris 
	   	   	 Susan
                                         L. Harris, Secretary 






   




    	47



    	 



    

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



	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 27, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 The
                                         K.A.P. Family Trust, as Trustee of The A.E.P. Family Trust dated December 26, 1991, its
                                         sole member 
	   	   	   
	   	 By:
                                            	 /s/
                                         Kimberly Prax 
	   	   	 Kimberly
                                         Prax, as Trustee of The K.A.P. Family Trust 
	   	   	   
	   	 By:    	 /s/   Andrew
                                         George Prax 
	   	   	 Andrew
                                         George Prax, as Trustee of The K.A.P. Family Trust 
	   	   	   



   




    	48



    	 



    

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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 28, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                         Dwight Centanne 
	   	   	 Dwight
                                         Centanne, as Trustee of the Dwight Centanne and Roberta Centanne Trust dated March 28,
                                         2001, it sole member 
	   	   	   
	   	 By: 	 /s/
                                         Roberta Centanne 
	   	   	 Roberta
                                         Centanne, as Trustee of the Dwight Centanne and Roberta Centanne Trust dated March 28,
                                         2001, it sole member 











    	49



    	 



    

   


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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 29, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                         Fennessey Buick 
	   	   	 Fennessey
                                         Buick, Inc., a New Jersey corporation, its sole member 
	   	   	   
	   	 By:    	 /s/
                                          James W. Fennessey 
	   	   	 James
                                         W. Fennessey, President 











    	50



    	 



    

   


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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 30, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                         Dale Martin 
	   	   	 Dale
                                         Martin, as Trustee of the Dale Martin Trust dated October 7, 1996, its sole member 
	   	   	   











    	51



    	 



    

   


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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 31, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                         Bruce Bradley 
	   	   	 Bruce
                                         Bradley, as Trustee of the Bradley Trust dated November 18, 1996, its sole member 
	   	   	   
	   	 By: 	 /s/
                                          Loraine Bradley 
	   	   	 Loraine
                                         Bradley, as Trustee of the Bradley Trust dated November 18, 1996, its sole member 






   




    	52



    	 



    

   


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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 32, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                         Bruce Barr 
	   	   	 Bruce
                                         Barr, as Trustee of the Bruce Barr and Thalia Barr Trust dated May 13, 1980, its sole
                                         member 
	   	   	   
	   	 By: 	 /s/
                                         Thalia Barr 
	   	   	 Thalia
                                         Barr, as Trustee of the Bruce Barr and Thalia Barr Trust dated May 13, 1980, its sole
                                         member 









   




    	53



    	 



    

   


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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 
                                         TIC Nashville 33, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                         Coburn Allen 
	   	   	 Coburn
                                         Allen, as Trustee of The Diann Huckins-Allen Trust, its sole member 
	   	   	   








    	54



    	 



    

   


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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 34, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                         William A. Murphy 
	   	   	 William
                                         A. Murphy, as Trustee of the Murphy Family Revocable Trust dated April 18, 2003, its
                                         sole member 
	   	   	   
	   	 By: 	 /s/
                                          Debbra E. Murphy 
	   	   	 Debbra
                                         E. Murphy, as Trustee of the Murphy Family Revocable Trust dated April 18, 2003, its
                                         sole member 



   


   




    	55



    	 



    

   


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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 TIC
                                         Nashville 35, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                         Prudence Meyer 
	   	   	 Prudence
                                         Meyer, its sole member 
	   	   	   








    	56



    	 



    

   


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


	   	 FEE
                                         OWNER: 
	   	   	   
	   	 MOODY
                                         NATIONAL NASHVILLE H, LLC,   

                                         a Delaware limited liability company 
	   	   	   
	   	 By: 	 /s/
                                         Brett C. Moody 
	   	 Name: 	
	   	 Title: 	   
	   	   	   






			



   




    	57



    	 



    

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


	   	 FEE
    OWNER: 
	   	   	   
	   	 MOODY
    NATIONAL NASHVILLE S, LLC,  
 a Delaware
    limited liability company 
	   	   	   
	   	 By: 	 /s/ Brett C. Moody  
	   	 Name: 	   
	   	 Title: 	   	



   







    	58



    	 



    

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


	   	 MOODY
                                         MT: 
	   	   	   
	   	 Moody
                                         National Nashville MT, LLC, a Delaware limited liability company 
	   	   	   
	   	 By: 	 Moody
                                         National Management, L.P., a Texas limited partnership, its sole member 
	   	   	   
	   	 By: 	 Moody
                                         Management Corporation, a Texas corporation, it general partner 
	   	   	   
	   	   	   
	   	   	   
	   	 By: 	 /s/
                                         Brett C. Moody 
	   	   	 Brett
                                         C. Moody, President 



   







    	59



    	 



    

   


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


	   	 PURCHASER: 
	   	   	   
	   	 MOODY
                                         NATIONAL REIT I INC.,  a Maryland corporation 
	   	   	   
	   	 By: 	 /s/
                                         Brett Moody 
	   	   	 Brett
                                         Moody, President 
	   	   	   



   







    	60



    	 



    

 RECEIPT
OF THIS AGREEMENT IS ACKNOWLEDGED BY MOODY NATIONAL TITLE COMPANY L.P. AND OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY, EFFECTIVE
AS OF , 2015. 


	   	 MOODY NATIONAL TITLE COMPANY, L.P. 
	   	   	   
	   	   	   
	   	 By: 	  /s/ Kay Street 
	   	 Name: 	   
	   	 Title: 	   
	   	 : 	   




   




    	61



    	 



    

 SCHEDULE
I 








	 Grantees 	 Ownership
    Percentage 
	   	   
	 Moody
    National Nashville H, LLC 	 5.800% 
	 TIC
    Nashville 1, LLC 	 2.942% 
	 TIC
    Nashville 2, LLC 	 2.942% 
	 TIC
    Nashville 3, LLC 	 1.738% 
	 TIC
    Nashville 4, LLC 	 2.000% 
	 TIC
    Nashville 5, LLC 	 2.942% 
	 TIC
    Nashville 6, LLC 	 2.822% 
	 TIC
    Nashville 7, LLC 	 1.827% 
	 TIC
    Nashville 8, LLC 	 3.534% 
	 TIC
    Nashville 9, LLC 	 0.882% 
	 TIC
    Nashville 10, LLC 	 4.945% 
	 TIC
    Nashville 11, LLC 	 3.739% 
	 TIC
    Nashville 12, LLC 	 2.116% 
	 TIC
    Nashville 13, LLC 	 1.764% 
	 TIC
    Nashville 14, LLC 	 4.444% 
	 TIC
    Nashville 15, LLC 	 2.116% 
	 TIC
    Nashville 16, LLC 	 1.000% 
	 TIC
    Nashville 17, LLC 	 2.500% 
	 TIC
    Nashville 18, LLC 	 3.527% 
	 TIC
    Nashville 19, LLC 	 2.230% 
	 TIC
    Nashville 20, LLC 	 3.527% 
	 TIC
    Nashville 21, LLC 	 2.822% 
	 TIC
    Nashville 22, LLC 	 4.938% 
	 TIC
    Nashville 23, LLC 	 2.384% 
	 TIC
    Nashville 24, LLC 	 1.623% 
	 TIC
    Nashville 25, LLC 	 0.988% 
	 TIC
    Nashville 26, LLC 	 3.450% 
	 TIC
    Nashville 27, LLC 	 2.771% 
	 TIC
    Nashville 28, LLC 	 2.469% 
	 TIC
    Nashville 29, LLC 	 4.762% 
	 TIC
    Nashville 30, LLC 	 2.942% 
	 TIC
    Nashville 31, LLC 	 2.293% 
	 TIC
    Nashville 32, LLC 	 2.399% 
	 TIC
    Nashville 33, LLC 	 2.963% 
	 TIC
    Nashville 34, LLC 	 2.977% 
	 TIC
    Nashville 35, LLC 	 0.882% 
	   	   
	 Total 	 100% 




   





   




    	62



    	 



    

 EXHIBIT
A 


   







    	63



    	 



    

 Schedule
9.8 


 Tenants
In Common Address for Notice