Exhibit 10.6


 


PURCHASE AND SALE AGREEMENT


 


BY AND BETWEEN


 


BEHRINGER HARVARD MOCKINGBIRD COMMONS, LLC


 


AS SELLER


 


AND


 


THI VI DALLAS MOCKINGBIRD LLC


 


AS PURCHASER


 




    	 



    	 



    

 


Table of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I  Sale	1
	1.1	Real Property	1
	1.2	Personal Property	2
	1.3	Contracts and Leases	2
	 	 	 
	ARTICLE II Purchase Price	3
	2.1	Purchase Price	3
	2.2	Allocation of Purchase Price	3
	2.3	Deposit	3
	2.4	Assumption of Existing Loan	4
	 	 	 
	ARTICLE III Seller's Representations,
    Warranties and Covenants	5
	3.1	Good Standing	5
	3.2	Title	5
	3.3	Due Authorization	5
	3.4	No Violations or Defaults	6
	3.5	Bankruptcy	6
	3.6	Space Leases	6
	3.7	Equipment Leases, Service Contracts and Rooms Agreements	6
	3.8	Litigation	6
	3.9	Compliance with Laws	6
	3.10	Condemnation Actions	6
	3.11	Hazardous Materials	7
	3.12	Employees	7
	3.13	Management and Franchise Agreements	7
	3.14	Existing Loan	8
	3.15	Terrorist Organizations List	8
	3.16	Financial Information	8
	3.17	Certain Limitations on Seller's Representations and Warranties	8
	 	 	 
	ARTICLE
    IV Purchaser's Representations, Warranties and Covenants	9
	4.1	Good Standing	9
	4.2	Due Authorization	9
	4.3	Litigation	10
	4.4	Terrorist Organizations List	10
	4.5	Bankruptcy	10
	 	 	 
	ARTICLE
    V Closing	10
	5.1	Closing	10
	5.2	Costs	10


 




    	- i -



    	 



    

 


Table of Contents


(continued)


 


	ARTICLE
    VI Actions Pending Closing	11
	6.1	Conduct of Business; Maintenance and Operation of Property	11
	6.2	Title	11
	6.3	Survey	12
	6.4	Cooperation	12
	6.5	Service Contracts; Equipment Leases; Space Leases	13
	6.6	Liquor License	13
	6.7	Inspection	14
	6.8	Feasibility Period	16
	6.9	Existing Loan	17
	6.10	WARN Act	17
	6.11	Tax Clearance Certificate	18
	6.12	Termination of Manager	18
	 	 	 
	ARTICLE
    VII Purchaser's Conditions Precedent to Closing	18
	7.1	Representations and Warranties	18
	7.2	Covenants of Seller	18
	7.3	Termination of Existing Management Agreement	19
	7.4	Title	19
	7.5	Approval of Assumption of Existing Loan	19
	7.6	Failure of Condition	19
	 	 	 
	ARTICLE
    VIII Seller's Conditions Precedent to Closing	19
	8.1	Representations and Warranties	19
	8.2	Covenants of Purchaser	19
	8.3	Purchase Price	19
	8.4	Approval of Assumption of Existing Loan	19
	8.5	Failure of Condition	20
	 	 	 
	ARTICLE
    IX Closing Deliveries	20
	9.1	Deed	20
	9.2	Bill of Sale	20
	9.3	Assignment of Permits and Licenses	20
	9.4	Assignment of Service Contracts, Rooms Agreements and Equipment Leases	20
	9.5	FIRPTA Certificate	20
	9.6	Assignment of Space Leases and Brackets Lease	20
	9.7	Assignment of Consulting Agreement	20
	9.8	Closing Statement	20
	9.9	Loan Assumption Documents	21
	9.10	Termination of Excluded Contracts	21
	9.11	Assignment of Declarant's Rights	21
	9.12	Resignation of Directors	21
	9.13	Estoppels	21
	9.14	Termination of Existing Management Agreement	21
	9.15	Consents	21
	9.16	Original Documents	21


 




    	ii



    	 



    

 


Table of Contents


(continued)


 


	9.17	Other Documents	21
	9.18	Possession; Keys, Guest and Sales Information	21
	9.19	Purchase Price	21
	 	 	 
	ARTICLE
    X Default	22
	10.1	Purchaser's Default	22
	10.2	Seller's Default	22
	 	 	 
	ARTICLE
    XI RELEASE/Indemnification	23
	11.1	"AS-IS" CONVEYANCE	23
	11.2	Agreement to Indemnify	25
	11.3	Notice and Cooperation on Indemnification	25
	 	 	 
	ARTICLE
    XII Casualty or Condemnation	26
	 	 	 
	ARTICLE
    XIII Apportionments	26
	13.1	Apportionments	26
	13.2	Deposits	27
	13.3	Room Revenue	27
	13.4	Accounts Receivable; Accounts Payable	27
	13.5	Food and Beverage Revenue; Vending Machine Revenue	28
	13.6	Guests’ Property	28
	13.7	Accounting	28
	13.8	Employee Compensation	28
	13.9	Existing Loan	29
	13.10	Post-Closing True-Up	29
	13.11	Gift Certificates	29
	 	 	 
	ARTICLE
    XIV Miscellaneous	30
	14.1	Survival	30
	14.2	Assignment	30
	14.3	Consents	30
	14.4	Applicable Law	30
	14.5	Headings; Exhibits and Schedules	30
	14.6	Notices	30
	14.7	Limitation on Liability	31
	14.8	Waiver	32
	14.9	Partial Invalidity	32
	14.10	Entire Agreement	32
	14.11	Time is of the Essence	32
	14.12	Waiver of Jury Trial	32
	14.13	Counterparts	32
	14.14	Brokerage	32
	14.15	Time for Performance	32
	14.16	No Public Disclosure	33
	14.17	Recordation	33


 




    	iii



    	 



    

 


Definitions


 


The following capitalized terms used in this
Agreement are defined in the sections indicated below:


 


	Accountants	 	Section 13.7
	Accounts Receivable	 	Section 1.2
	Additional Deposit	 	Section 2.3
	Affiliate	 	Section 3.14(a)
	Agreement	 	Introduction
	Apportionment Date	 	Section 13.1
	Appurtenances	 	Section 1.1
	Brackets Lease	 	Section 6.5
	Brackets TI/LC Amount	 	Section 6.5
	Closing	 	Section 5.1
	Closing Date	 	Section 5.1
	Closing Statement	 	Section 9.8
	Confidential Information	 	Section 6.7(d)
	Consents	 	Section 6.8(a)
	Consent Notice	 	Section 6.8(a)
	Consent Notice Deadline	 	Section 6.8(a)
	Consent Termination Notice	 	Section 6.8(a)
	Consulting Agreement	 	Section 6.1(b)
	Continuing Employees	 	Section 6.10(a)
	Contract Date	 	Introduction
	Conversion Kitchen Equipment	 	Section 1.2
	Cut-Off Time	 	Section 13.1
	Deed	 	Section 9.1
	Deposit	 	Section 2.3
	Due Diligence Materials	 	Section 6.7(a)
	Equipment Leases	 	Section 1.3
	Escrow Agent	 	Section 2.1
	Escrow Instructions	 	Section 2.3
	Encumbrances	 	Section 6.2(a)
	Environmental Laws	 	Section 3.11(a)
	Environmental Reports	 	Section 3.11(b)
	Excluded Contracts	 	Section 6.8(c)
	Excluded Personal Property	 	Section 1.2
	Existing Lender	 	Section 2.4(a)
	Existing Loan	 	Section 2.4(a)
	Existing Loan Assumption Fees	 	Section 2.4(a)
	Existing Loan Documents	 	Section 3.14(a)
	Existing Management Agreement	 	Section 3.13
	FF&E	 	Section 1.2
	Feasibility Period	 	Section 6.8(b)
	Fixed Asset Supplies	 	Section 1.2
	Gift Certificate Schedule	 	Section 13.11


 




    	iv



    	 



    

 


	Hazardous Materials	 	Section 3.11(a)
	Hotel Employees	 	Section 6.10(a)
	Improvements	 	Section 1.1
	Initial Deposit	 	Section 2.3
	Inventories	 	Section 1.2
	Investigation Claims	 	Section 6.7(e)
	Land	 	Section 1.1
	Lender	 	Section 2.4(a)
	Liquor Entity	 	Section 6.4
	Loan Assumption Documents	 	Section 7.5
	Loan Assumption Term Sheet	 	Section 2.4(a)
	Loan Prepayment	 	Section 2.4(c)
	Management Termination Fee	 	Section 6.12
	Manager	 	Section 1.2
	Manager Acknowledgment	 	Section 6.12
	Permitted Exceptions	 	Section 6.2(b)
	Permitted Outside Parties	 	Section 6.7(d)
	Person	 	Section 3.15
	Personal Property	 	Section 1.2
	Pre-Closing Loan Default	 	Section 3.14(b)
	Property	 	Article I
	PTO Credit	 	Section 13.8
	Purchase Price	 	Section 2.1
	Purchaser	 	Introduction
	Purchaser Investigations	 	Section 6.7(a)
	Purchaser Reports	 	Section 6.7(a)
	Purchaser Representatives	 	Section 6.7(a)
	Real Property	 	Section 1.1
	Restaurant Conversion	 	Section 6.1(b)
	Rooms Agreements	 	Section 1.3
	Seller	 	Introduction
	Seller Investigation Indemnified Parties	 	Section 6.7(e)
	Service Contracts	 	Section 1.3
	Space Leases	 	Section 1.3
	Termination Notice	 	Section 6.8(b)
	Tesar Entity	 	Section 6.1(b)
	Title Commitment	 	Section 6.2(a)
	Title Company	 	Section 6.2(a)
	Title Objection Notice	 	Section 6.2(b)
	Title Policy	 	Section 6.2(a)
	True-Up	 	Section 13.10
	Uniform System of Accounts	 	Section 1.2
	WARN Act	 	Section 6.10(a)


 




    	v



    	 



    

 


PURCHASE AND
SALE AGREEMENT


 


THIS PURCHASE AND SALE AGREEMENT (this
"Agreement") is executed as of the 6th day of May, 2014 (the "Contract Date")
by and between BEHRINGER HARVARD MOCKINGBIRD COMMONS, LLC, a Delaware limited liability company (the "Seller"),
and THI VI DALLAS MOCKINGBIRD LLC, a Delaware limited liability company (the "Purchaser").


 


ARTICLE
I


 


Sale


 


Subject to the terms and conditions set forth
in this Agreement, Seller agrees to sell and convey to Purchaser, and Purchaser agrees to buy from Seller the following (collectively,
the “Property”):


 


1.1           Real
Property. That certain parcel of land situated in Dallas, Texas located at 5300 and 5330 East Mockingbird Lane, as described
on Exhibit A attached hereto (the "Land"), including all right, title and interest of Seller, if
any, in and to the land lying in the bed of any street or highway in front of or adjoining each such parcel to the center line
thereof, all water and mineral rights, development rights and all easements, rights and other interests appurtenant thereto (the
"Appurtenances"), and together with all buildings and other improvements that are located thereon currently operated
as a hotel and retail facility, including, without limitation, all elevators, escalators, furnaces, heating, ventilating and air-conditioning
systems and equipment, fixtures, electrical equipment, fire prevention and extinguishing apparatus located therein (the "Improvements").
The Land, the Appurtenances, the Improvements and Seller's development rights in connection with the foregoing collectively are
referred to herein as the "Real Property."


 




    	1



    	 



    

 


1.2           Personal
Property. All of Seller's right, title and interest, if any, in the following personalty: (a) all furniture, furnishings,
fixtures (other than those which are part of the Improvements), machinery, signage, plans, drawings, works of art, rugs, mats,
carpeting, appliances, devices, engines, telephone and other communications equipment, televisions and other video equipment,
plumbing fixtures, kitchen equipment (including, without limitation, remaining equipment, if any, removed from the former Central
214 restaurant in connection with the Restaurant Conversion which Seller shall use reasonable efforts to deliver to Purchaser
at Closing (the “Conversion Kitchen Equipment”)) and other equipment located in or related to the Real Property
(collectively, the "FF&E"); (b) all computer equipment located in the Real Property and all computer
software used at the Real Property, subject to the terms of any applicable license agreements, (c) all items included within the
definition of "Property and Equipment" under the Uniform System of Accounts for the Lodging Industry, Tenth Revised
Edition, as published by the Hotel Association of New York City, Inc. (the "Uniform System of Accounts"),
including, without limitation, linen, china, glassware, tableware, uniforms and similar items, whether in use or held in stock
for future use, in connection with the operation of the Real Property, subject to such depletion and including such resupplies
prior to the Closing Date as shall occur in the ordinary course of business (the "Fixed Asset Supplies");
(d) all "Inventories" as defined in the Uniform System of Accounts, such as provisions in storerooms, refrigerators,
pantries, and kitchens, all food and beverages (alcoholic and non-alcoholic) which are located at the Real Property, whether opened
or unopened, other merchandise intended for sale or resale, fuel, mechanical supplies, stationery, guest supplies, maintenance
and housekeeping supplies and other expensed supplies and similar items (the "Inventories"), provided that to
the extent that any applicable law prohibits the transfer of alcoholic beverages from Seller to Purchaser, such beverages shall
not be considered a part of Inventories; (e) the aggregate amount of any deposits received by Seller (whether paid in cash or
by credit card) as a down payment for reservations made for rooms, banquets, meals or other services to be supplied from and/or
after the Closing Date; (f) to the extent in Seller's (or its agents' or Affiliates’) possession, surveys, architectural,
consulting and engineering blueprints, plans and specifications and drawings related to the Real Property, all telephone numbers,
all non-proprietary customer and guest lists, databases and information and any goodwill of Seller; (g) all trade names used exclusively
in connection with the operation of the Real Property, (h) subject to Section 13.4(a), the accounts receivable related
to the Property (the “Accounts Receivable”), and (i) any and all other items of personalty located on, or used
in connection with the operation of, the Real Property, (all of the foregoing, collectively, the "Personal Property").
The Personal Property specifically excludes (i) all property of guests; (ii) all items, except for Conversion Kitchen
Equipment, if any, owned by Kimpton Hotel & Restaurant Group, LLC, a Delaware limited liability company ("Manager")
or any affiliates of Manager, and tenants under the Space Leases; (iii) all tax deposits, utility deposits and other deposits
held by parties other than Seller, except for any transferable deposits assigned to Purchaser, for which Seller is to be reimbursed
as herein provided; (iv) any tax, insurance, FF&E, capital improvement and/or other escrows, impounds or reserves held by
Manager or any other party, except to the extent such items are specifically assigned to Purchaser and for which Seller is reimbursed,
and except for the Brackets TI/LC Amount which shall be assigned to Purchaser without reimbursement to Seller; (vi) all cash (including
cash on hand) and cash equivalents, checks, drafts, notes and other evidence of indebtedness held at the Real Property on the
Closing Date, and any balances on deposit with banking institutions relating to the Real Property (subject to the provisions of
Section 13.9), including amounts held in "house banks"; and (vii) any right of Seller in and to any agreement
with Manager or any Service Contracts or any other agreements that are not assignable without consent, for which Purchaser and
Seller have not obtained consent prior to Closing (collectively, the "Excluded Personal Property").


 


1.3           Contracts
and Leases. All of Seller's right, title and interest, if any, under (a) the leases of vehicles, equipment, furnishings or
other personal property located at, and used in connection with, the operation of the Real Property, to the extent assignable
(the "Equipment Leases"); (b) the service, maintenance and other agreements in connection with the operation
of the Real Property identified in Exhibit B attached hereto, to the extent assignable (the "Service Contracts");
(c) the leases, licenses, concessions and other agreements granting any occupancy, possessory or entry rights in or to the Real
Property, identified in Exhibit C attached hereto (the "Space Leases"), including any prepaid rents or
deposits held by Seller (or Manager) thereunder; and (d) the corporate, airline, bus, tour operator, barter and similar agreements
identified in Exhibit D attached hereto, pursuant to which third parties have been given certain rights to rooms or services
at the Real Property from and/or after the Closing Date (the "Rooms Agreements"), but specifically excluding
the Excluded Contracts.


 




    	2



    	 



    

 


ARTICLE II


 


Purchase
Price


 


2.1           Purchase Price.
In accordance with the terms of this Agreement, Seller shall sell and Purchaser shall buy the Property for a total purchase price
of FORTY-EIGHT MILLION AND NO 100THS Dollars ($48,000,000.00), subject to Purchaser's assumption of the Existing Loan pursuant
to Section 2.4 and adjustment as described in Article XIII below (the "Purchase Price"),
payable to Seller on the Closing Date by wire transfer to First American Title Insurance Company, Attn: Jennifer D. Panciera,
as agent for the Title Company (the "Escrow Agent").


 


2.2           Allocation of Purchase Price.
The Purchase Price shall be allocated among the Real Property and various items of Personal Property as set forth on Exhibit E
attached hereto. The parties agree that this allocation has been arrived at by a process of arm's-length negotiations,
including, without limitation, the parties' best judgment as to the fair market value of each respective asset, and the parties
specifically agree to the allocation as final and binding, and will consistently reflect those allocations on their respective
federal, state and local tax returns, including any state, county and other local transfer or sales tax declarations or forms
to be filed in connection with this transaction, which obligations shall survive the Closing.


 


2.3           Deposit.
Within one (1) business day following the Contract Date, Purchaser shall deliver to Escrow Agent a deposit (together with any
interest earned thereon, the "Initial Deposit") in the amount of One Million and No 100ths Dollars ($1,000,000.00),
comprised of immediately available funds. In addition, unless Purchaser timely delivers a Termination Notice in accordance with
Section 6.8(b), no later than one (1) day after the expiration of the Feasibility Period, Purchaser shall deliver to Escrow
Agent, in immediately available funds, an additional amount of One Million and No 100ths Dollars ($1,000,000.00) (together with
any interest earned thereon, the "Additional Deposit"). The Initial Deposit and the Additional Deposit (if posted)
are referred to herein as the "Deposit". Escrow Agent shall hold the Deposit in accordance with the form of escrow
instructions (the "Escrow Instructions") attached hereto as Exhibit F. Purchaser acknowledges
and agrees that unless Purchaser timely delivers a Termination Notice in accordance with Section 6.8(b), then from and
after the expiration of the Feasibility Period, the Deposit shall be deemed to be non-refundable to Purchaser except as otherwise
provided in this Agreement. At Closing, the amount of the Deposit shall be applied to and credited against payment of the Purchase
Price.


 




    	3



    	 



    

 


2.4           Assumption
of Existing Loan.


 


(a)          Unless
Purchaser elects the Loan Prepayment, a portion of the Purchase Price shall be deemed paid by Purchaser acquiring title to the
Property encumbered by, and Purchaser's assumption of, the mortgage loan in the initial principal amount of Thirty-One
Million and No/100 Dollars ($31,000,000.00) made by Great American Life Insurance Company (the "Lender", and
together with any servicer of the Existing Loan, collectively referred to herein as the "Existing Lender") to
Seller on December 20, 2012 (the "Existing Loan"). At Closing, unless Purchaser elects the Loan Prepayment pursuant
to Section 2.4(c) below, the amount of the then outstanding principal balance of the Existing Loan shall be applied and
credited toward the payment of the Purchase Price. Promptly following the Contract Date, Seller shall (i) notify the Existing
Lender of its desire to transfer the Property subject to the Existing Loan, (ii) introduce Purchaser to the Existing Lender and
(iii) work in good faith with Purchaser and Existing Lender to obtain, prior to the Consent Notice Deadline, information from
the Existing Lender regarding the terms upon which an assignment of the Existing Loan would be approved. After the Consent Notice
Deadline, if this Agreement remains in effect, Purchaser shall commence the application process required by the Existing Lender
for the assumption of the Existing Loan, together with the assumption and application fee(s), if any, required to process the
Purchaser's proposed assumption of the Existing Loan, and Purchaser and Seller shall thereafter diligently pursue said assignment
and assumption of the Existing Loan. Prior to the expiration of the Feasibility Period, Purchaser and Seller shall use good faith
efforts to obtain a term sheet approved by Purchaser and Seller in their reasonable discretion or other written evidence provided
by Existing Lender (A) confirming that Purchaser's assumption of the Existing Loan has been approved and will be consummated
on or prior to the Closing Date, and (B) setting forth the material terms and conditions upon which Existing Lender has agreed
to approve Purchaser's assumption of the Existing Loan and release all obligations of Seller and any guarantors of the Existing
Loan, including, without limitation, the amount of any assumption and application fees and the identity of any guarantors and/or
indemnitors which are to replace the current guarantors and/or indemnitors under the Existing Loan (the "Loan Assumption
Term Sheet"). For the avoidance of doubt, Seller shall only have approval rights over that portion of the Loan Assumption
Term Sheet that sets forth the terms and conditions of the aforementioned release of Seller and any guarantors of the Existing
Loan. Purchaser shall provide Seller with copies of all material correspondence (omitting any information which is confidential
or proprietary in nature) between Purchaser and Existing Lender relating to the status of the request to assume the Existing Loan.
If Purchaser's assumption of the Existing Loan is approved by Existing Lender upon the terms and conditions set forth in the Loan
Assumption Term Sheet, Purchaser shall be solely responsible for the payment of any and all assumption fees and other expenses
(including legal fees) charged by the Existing Lender relating to the assumption of the Existing Loan (the "Existing Loan
Assumption Fees").


 


(b)          Notwithstanding
anything to the contrary contained herein, unless Purchaser elects the Loan Prepayment pursuant to Section 2.4(c) below
(in which case the termination right of Purchaser set forth in this paragraph shall not be applicable), Purchaser shall have the
right to terminate this Agreement if (i) at any time, the Existing Lender has indicated in writing that it has disapproved or
will not consent to the assumption of the Existing Loan by Purchaser (provided that Purchaser shall deliver such termination notice
to Seller within five (5) business days of Purchaser's receipt of such written notice); or (ii) the Existing Lender fails to approve
the assumption of the Existing Loan by Purchaser upon the terms and conditions agreed to by Purchaser, Seller and Existing Lender
as set forth in the Loan Assumption Term Sheet. If Purchaser terminates this Agreement pursuant to this Section 2.4(b),
then neither Seller nor Purchaser shall have any further obligation under this Agreement except for those obligations which expressly
survive the termination of this Agreement, and the Deposit shall be promptly refunded to Purchaser. Purchaser shall provide to
Seller a copy of any written notices or other correspondence received by Purchaser from Existing Lender which indicate that Existing
Lender may not approve or consent to the assumption of the Existing Loan by Purchaser.


 




    	4



    	 



    

 


(c)          Purchaser
may elect not to assume the Existing Loan at Closing and remit to Seller cash in the full amount of the Purchase Price, in which
case Seller will pay the Existing Loan in full at Closing (the "Loan Prepayment"); provided, however, Purchaser
shall be solely responsible for the payment of any and all prepayment fees and other expenses (including legal fees) charged by
the Existing Lender relating to the Loan Prepayment. Purchaser shall deliver written notice to Seller on or before the expiration
of the Feasibility Period stating whether Purchaser has chosen to assume the Existing Loan or has chosen Loan Prepayment. If Purchaser
does not provide such notice prior to the end of the Feasibility Period, Purchaser shall be deemed to have chosen (i) Loan Prepayment,
if no Loan Assumption Term Sheet has been agreed upon and executed by Purchaser, Seller and Existing Lender prior to the end of
the Feasibility Period, or (ii) assumption of the Existing Loan, if a Loan Assumption Term Sheet has been agreed upon and executed
by Purchaser, Seller and Existing Lender prior to the end of the Feasibility Period. Promptly following Purchaser’s election
or deemed election not to assume the Existing Loan, Seller shall give notice of prepayment to the Existing Lender and, subject
to Purchaser's payment of the prepayment fees and other expenses relating to the Loan Prepayment as set forth herein, Seller shall
deliver title to the Property at Closing free and clear of any Encumbrance relating to or securing the Existing Loan. Notwithstanding
anything in this Agreement to the contrary, if the Existing Lender requires that the Closing occur on a particular date in order
to allow Loan Prepayment or assumption of the Existing Loan, the Closing Date may be extended for up to thirty (30) days in order
to accommodate such requirement.


 


ARTICLE
III



Seller's Representations, Warranties and Covenants


 


In order to induce Purchaser to enter into
this Agreement and to consummate the transactions contemplated hereby, Seller represents and warrants to, and covenants with,
Purchaser as follows, as of the Contract Date and as of the Closing Date:


 


3.1           Good Standing.
Seller is a limited liability company organized, validly existing and in good standing under the laws of Delaware and is qualified
to do business and in good standing in the State of Texas.


 


3.2           Title.
Seller has good and marketable title to the FF&E, Fixed Asset Supplies, and Inventories, specifically excluding any Excluded
Personal Property, which shall be subject only to the Permitted Exceptions as of the Closing Date. Seller has not previously assigned
any interest in the Accounts Receivable that shall be assigned to Purchaser pursuant to Section 13.4(a).


 


3.3           Due
Authorization. Subject to obtaining the Consents, the execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby have been authorized by all requisite limited liability company actions of Seller (none
of which actions have been modified or rescinded, and all of which actions are in full force and effect). Subject to obtaining
the Consents, this Agreement constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with
its terms.


 




    	5



    	 



    

 


3.4           No
Violations or Defaults. Seller has received no written notice of an uncured violation or default under any agreement
with any third party, or under any judgment, order, decree, rule or regulation of any court, arbitrator, administrative agency
or other governmental authority to which it may be subject, which violation or default will, in any one case or in the aggregate,
materially adversely affect the ownership or operation of the Property or Seller's ability to consummate the transactions contemplated
hereby. Subject to obtaining the Consents, the execution, delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby will not (a) violate any law or any order of any court or governmental authority with proper
jurisdiction; (b) result in a breach or default under any Space Lease or provision of the organizational documents of Seller;
(c) require any consent, or approval or vote of any court or governmental authority or of any third person or entity that,
as of the Closing Date, has not been given or taken, and does not remain effective; or (d) result in any Encumbrance, other than
a Permitted Exception, against the Property.


 


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


 


3.6           Space
Leases. There are no leases, licenses, concessions or any other agreements giving anyone other than Seller and transient hotel
guests a right to use or occupy any Property or any part thereof, except for the Space Leases. To the actual knowledge of Seller,
each of the Space Leases is in full force and effect and there are no presently existing defaults thereunder. Unaltered copies
of each Space Lease identified on Exhibit C, to the extent in the possession or control of Seller, Seller’s Affiliates
or Manager, have been made available to Purchaser.


 


3.7           Equipment
Leases, Service Contracts and Rooms Agreements. Unaltered copies of each of the Equipment Leases, Service Contracts and Rooms
Agreements identified on Exhibits H, B and D, respectively, to the extent in the possession or control of Seller, Seller’s
Affiliates or Manager, have been made available to Purchaser. To the actual knowledge of Seller, each of the Equipment Leases,
Service Contracts and Rooms Agreements are in full force and effect and there are no presently existing defaults thereunder.


 


3.8           Litigation.
There are no actions, suits, arbitrations, governmental investigations or other proceedings pending, or to Seller's actual knowledge,
threatened, against Seller or affecting the Property before any court or governmental authority which would have a material adverse
effect on (a) the financial condition or operations of Seller or the Property or (b) Seller's ability to enter into
or perform this Agreement.


 


3.9           Compliance
with Laws. Seller has received no written notice which has not been cured stating that Seller and/or the Property are not
in material compliance with any laws, rules, regulations, health and sanitation codes, zoning ordinances, environmental assessment
and impact requirements or with the terms of any Permits applicable to the Property.


 


3.10         Condemnation
Actions. To the actual knowledge of Seller, there are no pending or threatened condemnation actions or special assessments
of any nature with respect to the Property or any part thereof.


 




    	6



    	 



    

 


3.1         Hazardous Materials.


 


(a)          As
used herein, "Environmental Laws" shall mean all federal state and local laws, statues, rules, codes, ordinances,
regulations, orders, judgments, decrees, binding and enforceable guidelines, policies or common law now or hereafter in effect
and in each case as amended, or any judicial or administrative interpretation thereof, including any judicial or administrative
order, consent decree or judgment in each case, to the extent binding, relating to the environment, the protection of health or
Hazardous Materials, including, without limitation, the Comprehensive Environmental Response Compensation and Liability Act, 42
USC §9601 et seq.; the Resource Conservation and Recovery Act, 42 USC §6901 et seq.; the Federal Water Pollution Control
Act, 33 USC §1251 et seq.; the Toxic Substances Control Act, 15 USC §2601 et seq.; the Clean Air Act, 42 USC §7401
et seq.; the Safe Drinking Water act, 42 USC §3803 et seq.; the Oil Pollution Act of 1990, 33 USC §2701 et seq.; the
Emergency Planning and Community Right-to-Know Act of 1986, 42 USC §11001 et seq.; the Hazardous Material Transportation
Act, 49 USC §1801 et seq.; and the Occupational Safety and Health Act, 29 USC §651 et seq. (to the extent it regulates
occupational exposure to Hazardous Materials); any state, local or foreign counterparts or equivalents, in each case as amended
from time to time. As used herein, "Hazardous Materials" shall mean (i) substances that are defined or listed
in, or otherwise classified pursuant to, any applicable law or regulations as "hazardous substances," hazardous materials,"
"hazardous wastes," "toxic substances," "pollutants," "contaminants" or other similar
term intended to define, list or classify a substance by reason of such substance's ignitability, corrosivity, reactivity, carcinogenicity,
reproductive toxicity or "EP toxicity", (ii) oil, petroleum or petroleum derive substances, natural gas, natural gas
liquids, synthetic gas, drilling fluids, produced waters and other wastes associated with the exploration, development or production
of crude oil, natural gas or geothermal resources, (iii) any flammable substances or explosives or any radioactive materials,
(iv) asbestos in any form, (v) polychlorinated biphenyls, (vi) mold, mycotoxins or microbial matter (naturally occurring or otherwise)
and (vii) infectious waste.


 


(b)          Seller
has delivered to Purchaser unaltered copies of all environmental reports for the Property in the possession or control of Seller
or any of Seller’s Affiliates (collectively, the “Environmental Reports”). Except as set forth in the
Environmental Reports, Seller has no knowledge of any violations of any Environmental Law and Seller has not received written
notice of any uncured violation of any Environmental Law.


 


3.12         Employees.


 


(a)          No
employment contracts or collective bargaining agreements exist with respect to the Property that will subject Purchaser to a liability
therefor. Seller is not now, and has not been in the past, an employer of any person employed at the Property.


 


(b)          To
the actual knowledge of Seller, there is no strike, work stoppage or other labor dispute relating to the operation on the Property
or threatened by any union and no application is pending or threatened for certification of a collective bargaining agent.


 


3.13         Management and Franchise Agreements.
There are no existing management contracts or franchise agreements relating to the Property other than the Hotel Operating Agreement,
dated March 8, 2005, between Seller and the Manager, together with all amendments thereto (the "Existing Management
Agreement"), to be terminated concurrently with the Closing.


 




    	7



    	 



    

 


3.14         Existing
Loan.


 


(a)          The
documents described on Exhibit G attached hereto (the “Existing Loan Documents”) comprise all of the
Existing Loan Documents to which Seller or any Affiliate of Seller is a party and each of such Existing Loan Documents is in full
force and effect as of date hereof. None of the Existing Loan Documents have been modified, altered, or amended by Seller in any
respect except as set forth in the Loan Assumption Documents and/or as necessary in connection with the transactions contemplated
under this Agreement. True, complete and correct copies of all Existing Loan Documents have been delivered to Purchaser. "Affiliate"
shall mean, with respect to a person or entity, all persons or entities that, directly or indirectly, control, are controlled
by, or under common control with, such person or entity; or, with respect to a person or entity, all persons or entities that,
directly or indirectly, own, are owned by or under common ownership with, such person or entity.


 


(b)          Seller
has not received written notice from Existing Lender of any uncured default by Seller of any obligation under the Existing Loan
Documents. No event has occurred during Seller's ownership of the Property that constitutes, or after notice or the passage of
time, or both, would constitute default by Seller of an obligation under any of the Existing Loan Documents (a "Pre-Closing
Loan Default").


 


(c)          The
Existing Loan is not currently in special servicing, and Seller has not received notice from Existing Lender that the Existing
Loan is to be transferred to a special servicer.


 


3.15         Terrorist
Organizations List. Seller is not acting, directly or indirectly, for on or behalf of any Person named by the United States
Treasury Department as a Specifically Designated National and Blocked Person, or for or on behalf of any Person designated in
Executive Order 13224 as a Person who commits, threatens to commit, or supports terrorism. Seller is not engaged in the
transaction contemplated by this Agreement directly or indirectly on behalf of, or facilitating such transaction directly or indirectly
on behalf of, any such Person. "Person" shall mean any natural person, corporation, general or limited partnership,
limited liability company, association, joint venture, trust, estate, governmental authority or other legal entity, in each case
whether in its own or a representative capacity.


 


3.16         Financial
Information. Seller has made available, or within five (5) days of Contract Date, shall make available to Purchaser unaltered
copies of the year-to-date monthly financial statements and annual audited financial statements for calendar years 2011, 2012
and 2013 with respect to the Property, to the extent in the possession or control of Seller, Seller’s Affiliates or Manager;
provided, however, that Seller makes no representation or warranty as to the accuracy or completeness of any such financial statements.


 


3.17         Certain
Limitations on Seller's Representations and Warranties. The representations and warranties of Seller set forth in this Article
III are subject to the following express limitations:


 




    	8



    	 



    

 


(a)          The
term "to Seller's actual knowledge," or "to the actual knowledge of Seller," or words of similar import shall
mean the actual present knowledge of Mr. Jeff Burns, after due inquiry of the general manager of the Property.


 


(b)          The
expiration, amendment or termination of any Space Lease, Equipment Lease, Rooms Agreement or Service Contract by its terms or
pursuant to Section 6.1 of this Agreement shall not affect the obligations of Purchaser hereunder or render any representation
or warranty of Sellers untrue; and


 


(c)          Seller's
liability shall be limited as set forth in Section 14.7.


 


(d)          With
respect to Sections 3.6, 3.7 and 3.16, Seller shall request from Manager current copies of the Space Leases,
Equipment Leases, Service Contracts, Rooms Agreements and Property financial statements. Seller shall deliver to Purchaser copies
of any of the foregoing documents provided by Manager; provided, however, that Seller shall not be in default of this Agreement
if any of the documents provided by Manager are incomplete or inaccurate and Seller has no knowledge of such incompleteness or
inaccuracy.


 


ARTICLE IV


 


Purchaser's
Representations, Warranties and Covenants


 


In order to induce Seller to enter into this
Agreement and to consummate the transactions contemplated hereby, Purchaser represents and warrants to, and covenants with, Seller
as follows, as of the Contract Date and as of the Closing Date:


 


4.1           Good Standing.
Purchaser is a limited liability company organized, validly existing and in good standing under the laws of Delaware and is, or
as of the Closing Date shall be, qualified to do business in Texas.


 


4.2           Due Authorization.
Subject to obtaining approval of the Investment Committee of Thayer Hotel Investors VI LLC and Advisory Board of Thayer Hotel
Investors VI Feeder LP, which Purchaser shall obtain, if at all, prior to the expiration of the Feasibility Period, the execution,
delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been authorized by
all requisite limited liability company actions of Purchaser (none of which actions have been modified or rescinded, and all of
which actions are in full force and effect). Subject to obtaining approval of the Investment Committee of Thayer Hotel Investors
VI LLC and Advisory Board of Thayer Hotel Investors VI Feeder LP, which Purchaser shall obtain, if at all, prior to the expiration
of the Feasibility Period, this Agreement constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser
in accordance with its terms. Purchaser's failure to deliver a Termination Notice prior to the expiration of the Feasibility Period
shall be deemed Purchaser's representation that Purchaser has obtained approval of the Investment Committee of Thayer Hotel Investors
VI LLC and Advisory Board of Thayer Hotel Investors VI Feeder LP, and that the execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby have been authorized by all requisite limited liability company actions
of Purchaser (none of which actions have been modified or rescinded, and all of which actions are in force and effect).


 




    	9



    	 



    

 


4.3           Litigation.
There are no actions, suits, arbitrations, proceedings, governmental investigations or other proceedings that are pending, or
to Purchaser's knowledge, threatened, against Purchaser that would materially and adversely affect its ability to enter into,
or perform its obligations under, this Agreement.


 


4.4           Terrorist
Organizations List. Purchaser is not acting, directly or indirectly, for on or behalf of any Person named by the United States
Treasury Department as a Specifically Designated National and Blocked Person, or for or on behalf of any Person designated in
Executive Order 13224 as a Person who commits, threatens to commit, or supports terrorism. Purchaser is not engaged in
the transaction contemplated by this Agreement directly or indirectly on behalf of, or facilitating such transaction directly
or indirectly on behalf of, any such Person.


 


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


 


ARTICLE V


 


Closing


 


5.1           Closing.
The consummation of the purchase and sale of the Property as contemplated by this Agreement (the "Closing")
shall take place on the date that is thirty (30) days following the last day of the Feasibility Period (the "Closing
Date"). The Closing shall be conducted as an "escrow closing" which shall take place at the office of
the Escrow Agent without either party being present. The parties shall deliver to Escrow Agent, in escrow, on or before the Closing
Date, all of Seller's and Purchaser's deliveries, the cash payment of the Purchase Price and sufficient additional cash necessary
for the parties to pay the costs contemplated by Section 5.2 and there shall be no requirement that the parties attend
a formal settlement. All transactions at the Closing shall be interdependent and are to be considered simultaneous, so that none
are effective until all are effective.


 


5.2           Costs.
Seller shall pay all transfer taxes and fees and any bulk sales taxes and other personal property taxes associated with the Closing.
Purchaser shall pay for title insurance and the survey. Seller and Purchaser shall aggregate and split in accordance with local
custom all recording taxes and fees and all fees of the Escrow Agent in connection with the Closing. Purchaser shall pay either
(i) the Existing Loan Assumption Fees and all other fees associated with the assumption of the Existing Loan, including without
limitation the Existing Lender's title insurance costs or (ii) all prepayment fees and other expenses (including the Existing
Lender's legal fees) relating to the Loan Prepayment, as the case may be. Purchaser shall pay the amount of the Management Termination
Fee, as described in Section 6.12. Each party shall pay its own attorneys' fees incurred in connection with this transaction.


 




    	10



    	 



    

 


ARTICLE VI


 


Actions
Pending Closing


 


6.1           Conduct
of Business; Maintenance and Operation of Property.


 


(a)          Between
the Contract Date and the Closing Date, Seller shall carry on the business of the Property as a full-service hotel in the ordinary
course and in a good and diligent manner consistent with prior practice. Seller shall cause the Property to be maintained in its
present order and condition, normal wear and tear excepted, and subject to any casualty, which shall be governed by Article
XII, and shall cause the continuation of the normal operation thereof, including the purchase and replacement of supplies
and equipment, the maintenance of its beneficial relations with guests, suppliers and others having business dealings with the
Seller and the continuation of the normal practice with respect to maintenance and repairs so that the Property shall, except
for normal wear and tear and subject to any casualty, be in substantially the same condition on the Closing Date as on the Contract
Date. Seller shall not remove or permit to be removed any Personal Property except in the ordinary course of business or as necessary
for repairs or replacements of worn out or obsolete items. Seller shall pay or shall cause to be paid all tax amounts due for
the Property for the period prior to Closing.


 


(b)          Notwithstanding
the foregoing to the contrary, Purchaser acknowledges that Seller has been working with Chef John Tesar and his affiliated entity,
J Tesar LLC dba Tesar Restaurant Group ("Tesar Entity") on a concept to convert the existing restaurant at the
Real Property, Central 214, to a modern steakhouse concept to be known as Knife (the "Restaurant Conversion").
Seller shall be responsible for certain capital expenditures related to the Restaurant Conversion, which shall include (i) those
items listed on Schedule 6.1(b) attached hereto, and (ii) such other items as agreed upon in writing by Purchaser and Seller
during the Feasibility Period. At Closing, Purchaser shall assume the consulting agreement with Tesar Entity (which agreement
shall be provided within five (5) days of the Contract Date, the "Consulting Agreement"), on terms mutually agreed
upon by Seller and Purchaser.


 


6.2           Title.


 


(a)          Purchaser
shall obtain a binding commitment for an owner's policy of title insurance to be issued by First American Title Insurance Company
or other nationally recognized, financially sound title insurance company acceptable to Purchaser and Seller (the "Title
Company") to Purchaser on the Form T-1 Owner's Policy of Title Insurance (the "Title Commitment"),
committing to insure Purchaser's good and indefeasible fee simple title to the Real Property. The title policy to be issued pursuant
to the Title Commitment (the "Title Policy") shall be in an amount at least equal to the portion of the
Purchase Price allocable to the value of the Real Property, as shown in Exhibit E. The Title Policy shall show no
liens, mortgages, deeds of trust, security interests, pledges, charges, options, encroachments, easements, covenants, leases,
reservations or restrictions of any kind (the "Encumbrances") other than: (i) if Purchaser elects to assume
the Existing Loan, the lien(s) evidencing and securing the Existing Loan; (ii) applicable zoning regulations and ordinances;
(iii) liens for taxes, assessments, and governmental charges not yet due and payable; and (iv) the Permitted Exceptions.


 




    	11



    	 



    

 


(b)          Purchaser
agrees to notify Seller in writing (the "Title Objection Notice") of any objections to exceptions appearing
in the Title Commitment no later than ten (10) days prior to the expiration of the Feasibility Period. Within five (5) days following
the Title Objection Notice, Seller shall notify Purchaser either that it will eliminate some or all exceptions to which Purchaser
has objected prior to the Closing Date or stating that it will not eliminate any such exceptions. If Seller does not respond in
such five (5) day period, Seller shall be deemed to have notified Purchaser that Seller will not eliminate any of the objections
set forth on Purchaser's Title Objection Notice. If Seller elects not to remove all exceptions to title to which Purchaser has
objected, Purchaser may terminate this Agreement in its sole discretion prior to the end of the Feasibility Period and receive
a return of the Deposit. If Purchaser does not so terminate this Agreement, all exceptions shown on the Title Commitment other
than those that Seller has affirmatively agreed to remove shall be deemed "Permitted Exceptions".


 


(c)          In
the event that any updated Title Commitment provided to Purchaser after the expiration of the Feasibility Period shows any material
exceptions that were not included on the original Title Commitment, Purchaser shall have a period of five (5) days following receipt
of such update to deliver to Seller a Title Objection Notice with respect to such update. Within five (5) days following such
Title Objection Notice, Seller shall notify Purchaser either that it will eliminate some or all of the new exceptions to which
Purchaser has objected prior to the Closing Date or stating that it will not eliminate any such exceptions. If Seller does not
respond in such five (5) day period, Seller shall be deemed to have notified Purchaser that Seller will not eliminate any of the
objections set forth on Purchaser's Title Objection Notice. If Seller elects not to remove all exceptions to title to which Purchaser
has objected, Purchaser may terminate this Agreement in its sole discretion on or before the date that is five (5) days after
Seller's response to Purchaser's Title Objection Notice (or if Seller does not respond, the date that is ten (10) days after delivery
of Purchaser's Title Objection Notice), and receive a return of the Deposit. If Purchaser does not so terminate this Agreement,
all exceptions shown on any update to the Title Commitment other than those that Seller has affirmatively agreed to remove shall
also be deemed "Permitted Exceptions".


 


(d)          The
Title Policy may include such additional endorsements as Purchaser reasonably may request, including without limitation, Access,
Contiguity, Minerals and Surface Damage, Restrictions, Encroachments and Minerals, and Deletion of Arbitration endorsements, to
the extent the Title Company has agreed to issue such endorsements to Purchaser prior to the expiration of the Feasibility Period;
provided, however, that obtaining any endorsements or extended coverage (including without limitation limiting the standard exception
for "any discrepancies, conflicts or shortages in area or boundary lines, or any encroachments or protrusions, or any overlapping
of improvements" to "shortages in area" only) shall not be a condition precedent to Purchaser's obligation to close.


 


6.3           Survey.
Seller shall cooperate with Purchaser in obtaining an as-built survey of the Property, prepared in conformity with current American
Land Title Association/American Congress on Surveying and Mapping standards for "Class-A" surveys and certified
to Purchaser, the Existing Lender and the Title Company by a duly licensed land surveyor or professional engineer. Any objections
to the survey shall be addressed in Purchaser's Title Objection Notice, and shall be deemed waived if Purchaser does not terminate
this Agreement prior to the expiration of the Feasibility Period.


 


6.4           Cooperation.
Seller shall cooperate reasonably, at no cost to Seller, with Purchaser in securing the transfer or issuance of any permits or
licenses, including, without limitation, a liquor license which is held by KHRG Texas Holdings, Inc. an affiliate of Manager ("Liquor
Entity"), necessary to permit the lawful, continuous operation of the Property by Purchaser immediately following the
Closing Date.


 




    	12



    	 



    

 


6.5           Service
Contracts; Equipment Leases; Space Leases. Between the Contract Date and the Closing Date, Seller shall not renew,
extend or modify any Service Contract, Equipment Lease or Space Lease or enter into any new such agreements that would survive
the Closing Date other than in the ordinary course of business, without Purchaser's prior written consent in each instance (which
consent shall not be withheld or delayed unreasonably). Notwithstanding the foregoing, the parties acknowledge that Seller has
entered into a letter of intent dated January 31, 2014, which has been previously reviewed by Purchaser, for the lease of the
former Brackets space at the Real Property (the "Brackets Lease"). Seller shall (i) provide Purchaser with all
material information in Seller's possession regarding the negotiation of the proposed Brackets Lease, (ii) within three (3) days
after the Contract Date introduce Purchaser to the proposed tenant thereunder, and (iii) permit Purchaser to lead and initiate
all subsequent discussions with said proposed tenant. Seller and Purchaser shall use commercially reasonable efforts to obtain
the proposed tenant's signature, prior to Closing, on the Brackets Lease (in a commercially reasonable form acceptable to Purchaser,
which lease document will provide that the Brackets Lease will only be effective upon the occurrence of the Closing). All of Seller's
interest in and to the Brackets Lease shall be assigned to and assumed by Purchaser as of the Closing. The amount of Six Hundred
Thousand and No/100ths Dollars ($600,000.00) (the "Brackets TI/LC Amount"), is currently held by Existing Lender
in a reserve account pursuant to the Existing Loan. If the Existing Loan is assumed by Purchaser, the Brackets TI/LC Amount shall
be assigned to Purchaser as of the Closing (to be disbursed by Existing Lender pursuant to the Existing Loan Documents, as amended
by those loan documents executed in connection with the assignment and assumption of the Existing Loan), and if Purchaser chooses
the Loan Prepayment, Purchaser shall instead be credited the amount of the Brackets TI/LC Amount at Closing.


 


6.6           Liquor
License. Promptly following the expiration of the Feasibility Period, Purchaser shall make an application to the appropriate
governmental authorities to have a new liquor license issued in the name of Purchaser or an entity designated by Purchaser in
compliance with local law, and Seller shall reasonably cooperate with Purchaser in this regard, at Purchaser's sole cost and expense.
Purchaser shall use all reasonable efforts, at its sole cost and expense, to obtain the approval of applicable authorities for
the issuance of a new liquor license prior to, or contemporaneously with, the Closing. If such issuance has not been approved
by the Closing Date, Seller agrees to use commercially reasonable efforts to cause Liquor Entity to execute such documents as
are legal and customary to permit the continued sale of alcoholic beverages for up to ninety (90) days after the Closing pending
such approval. In such event, Purchaser shall maintain liquor liability insurance in amounts currently maintained by Liquor Entity
naming Liquor Entity and Seller as additional insureds, and Purchaser further agrees to indemnify, defend and hold Liquor Entity
and Seller harmless from and against any liability, cost or expense arising out of Liquor Entity's cooperation with Purchaser
during such interim period. The provisions of this Section 6.6 shall survive the Closing.


 




    	13



    	 



    

 


6.7           Inspection.


 


(a)          Purchaser
acknowledges that since April 10, 2014, Purchaser has been given certain access to the Property at its own risk, cost and expense
and has been permitted to enter, or cause its representatives, engineers, contractors, consultants, agents, officers or employees
("Purchaser Representatives") to enter upon the Property for the purpose of making surveys or other tests, inspections,
investigations and/or studies of the Property ("Purchaser Investigations"). Purchaser shall continue to have
the right, upon no less than two full (2) business days' notice to Seller, at its own risk, cost and expense and at any date or
dates prior to Closing, to enter, or cause its agents or representatives to enter, upon the Property for the Purchaser Investigations.
Purchaser's written notice (which may be by email) shall specify the intended date of entry and shall provide a detailed description
of the proposed Purchaser Investigations, including, without limitation, a list of contractors who will be performing the proposed
Purchaser Investigation, a copy, if applicable, of the Purchaser’s testing plan and such other information as Seller reasonably
requires in connection with such proposed Purchaser Investigation. Purchaser shall not conduct any test or investigation involving
physical disturbance, sampling or invasive testing of any portion of the Property without Seller's prior written approval, which
may be withheld or conditioned in Seller's sole and absolute discretion. Neither Purchaser nor any Purchaser Representatives shall
enter the Property until Seller has given written approval (which may be by email) of both the request and any testing plan. In
addition, and subject to this Section 6.7, Purchaser may conduct such architectural, environmental, engineering, economic
and other non-invasive studies of the Property as Purchaser may, in its sole discretion, deem desirable. Purchaser shall not make
any physical alterations to the Property, and all such entry shall be conducted during normal business hours of the Property and
shall not unreasonably interfere with the use, occupation or operation of the Property, and Purchaser shall indemnify, defend
and hold Seller harmless from any cost, claim, liability or expense incurred in connection therewith, except that Purchaser's
obligations as set forth in this sentence shall not extend to previously existing conditions that are discovered by Purchaser
to be present on, under or about the Property unless exacerbated by Purchaser's Investigations. Purchaser shall have reasonable
access to all documentation, agreements and other information in the possession of Seller or Seller's agents related to the Property,
all of which shall be without representation or warranty of any kind except as expressly set forth in this Agreement or in any
of the Closing documents, and Purchaser shall have the right to make copies of same, including, without limitation, the Existing
Loan Documents and those documents listed on Exhibit J attached hereto (the "Due Diligence Materials"),
but specifically excluding any internal memoranda and attorney-client privileged documents. Unaltered copies of the Due Diligence
Materials shall be delivered to Purchaser upon execution of this Agreement. A representative of Seller shall have the right, but
not the obligation, to be present during any Purchaser Investigation. Purchaser shall, at its own expense, promptly fill and compact
any holes, and otherwise restore any damage to the Property related to the Purchaser Investigations. Upon Purchaser’s completion
of Purchaser Investigations, Purchaser shall be responsible for returning the Property to substantially the condition existing
prior to Purchaser’s entry. Neither Purchaser nor any Purchaser Representative shall damage any part of the Property or
any personal property owned or held by any tenant, occupant or guest of the Real Property. If Purchaser elects to terminate this
Agreement pursuant to Section 6.8(b), Purchaser agrees to supply Seller with the results of any tests, studies or inspections
of the Property performed pursuant to this Section 6.7 (the "Purchaser Reports"); provided, however, that
Purchaser shall not be required to provide Seller with any Purchaser Reports to the extent the same (i) are legally privileged
or constitute attorney work product, (ii) are subject to a confidentiality agreement or to applicable law prohibiting their disclosure
by Purchaser, or (iii) constitute confidential internal assessments, reports, financial analysis, studies, memoranda, notes or
other correspondence prepared by or on behalf of any officer, employee, lawyer or accountant of Purchaser in connection with Purchaser’s
due diligence investigations. Seller acknowledges that the delivery of any such Purchaser Reports shall be without warranty or
representation whatsoever other than that such materials have been fully paid for and may be delivered to Seller.


 




    	14



    	 



    

 


(b)          Except
as otherwise set forth in Section 6.10, Purchaser shall not purposefully contact any Property tenant, employee, guest,
or invitee without Seller’s prior written consent, and Seller or its designated representative shall have the right to be
present (whether telephonically or in person, as determined by Seller) during any conversations between Purchaser and any such
person.


 


(c)          Before
and during Purchaser Investigations, Purchaser and each Purchaser Representative conducting any Purchaser Investigation shall
maintain workers’ compensation insurance in accordance with applicable law, and Purchaser, or the applicable Purchaser Representative
conducting any Purchaser Investigation, shall maintain commercial general liability insurance with limits of at least Two Million
Dollars ($2,000,000.00) combined single limit for personal injury and property damage per occurrence. Purchaser shall deliver
to Seller evidence of such workers’ compensation insurance and a certificate evidencing the commercial general liability
and property damage insurance before conducting any Purchaser Investigation on the Property. Each such insurance policy shall
be written by a reputable insurance company having a rating of at least "A+:VII" by Best’s Rating Guide (or a
comparable rating by a successor rating service), and shall otherwise be subject to Seller’s prior reasonable approval.
Such insurance policies shall name as additional insureds Seller, Manager, and such other parties holding insurable interests
as Seller may designate.


 


(d)          Purchaser
agrees that information gathered in connection with this Agreement, including without limitation the results of the Purchaser
Investigations (including those Purchaser Investigations undertaken prior to the Contract Date) and the Due Diligence Materials
that is not generally known to the public (the "Confidential Information") shall be considered to be confidential,
and such Confidential Information shall be used by Purchaser and Purchaser Representatives solely for the purpose of Purchaser’s
evaluation of the physical and environmental condition of the Property and evaluation of the transaction. Purchaser shall use
commercially reasonable efforts not to reveal, disclose, disseminate, publish or communicate to any other persons, parties or
entities any Confidential Information, without the prior written consent of Seller, which shall be given or withheld in Seller’s
sole, but reasonable, discretion, other than to Purchaser’s partners, employees, consultants, attorneys, engineers, prospective
investors, and lenders involved in this transaction who are responsible for determining the feasibility of Purchaser’s acquisition
of the Property and who have agreed to preserve the confidentiality of such information as required hereby (collectively, "Permitted
Outside Parties"). Purchaser shall be responsible for ensuring that any and all Purchaser Representatives and Permitted
Outside Parties (and any other person for whom Purchaser has responsibility hereunder) complies with the provisions of this Section
6.7(d) except in connection with a court order, other legal process or if necessary to comply with any reporting requirements
mandated by law. In permitting Purchaser and the Permitted Outside Parties to review the Due Diligence Materials or any other
Confidential Information, Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third party
benefits or relationships of any kind, either express or implied, have been offered, intended or created. The provisions of this
Section 6.7(d) shall survive the termination of this Agreement in accordance with Section 14.1(a) below. Purchaser
shall also promptly notify Seller in writing of requests for Confidential Information from any third party or regulatory agency.


 




    	15



    	 



    

 


(e)          Purchaser
shall indemnify, defend and hold Seller, Seller’s asset management company, Seller’s property management company,
and their respective affiliates, partners, shareholders, officers, managers, members, directors, agents and employees (the "Seller
Investigation Indemnified Parties") harmless from any and all losses, costs, liens, claims, causes of action, liability,
damages, expenses and liability (including, without limitation, court costs and reasonable attorneys’ fees) (all of the
foregoing, collectively, "Investigation Claims") incurred in connection with or arising in any way from (i) any
Purchaser Investigation conducted by Purchaser and/or any Purchaser Representative, (ii) any entry onto the Real Property by Purchaser
or any Purchaser Representative in connection with a Purchaser Investigation; or (iii) any breach by Purchaser and/or any
Purchaser Representative of the terms of this Section 6.7, other than Investigation Claims resulting from the gross negligence
or willful misconduct of any Seller Investigation Indemnified Party. This indemnity provision shall survive termination or expiration
of this Agreement.


 


6.8           Feasibility
Period.


 


(a)          Seller
has disclosed to Purchaser that the limited liability company operating agreement of Seller requires that the manager of Seller
notify all members of the proposed sale, and permit any member that does not approve the sale an opportunity to purchase the interest
in the Seller owned by the other member(s) and/or the Property. Seller shall commence the process of obtaining all members' consent
to the sale (the "Consents") no later than one (1) business day following the Contract Date. If Seller has not
delivered to Purchaser written notice that Seller has obtained all necessary Consents (the “Consent Notice”)
by the date that is fifteen (15) business days following the Contract Date (the “Consent Notice Deadline”),
then Seller may terminate this Agreement by delivering written notice to Purchaser and the Escrow Agent (the “Consent
Termination Notice”) within one (1) business day following the Consent Notice Deadline. The Consent Notice, if any,
shall contain evidence reasonably satisfactory to Purchaser and the Title Company that the Consents have been received. If Seller
terminates this Agreement by delivering the Consent Termination Notice to Purchaser and the Escrow Agent in a timely manner, then
the Deposit shall be returned immediately to Purchaser, and neither party shall have any obligations hereunder except for those
which expressly survive termination. If Seller does not timely deliver the Consent Termination Notice, Seller’s right to
terminate this Agreement pursuant to this Section 6.8(a) shall be deemed to have been waived, this Agreement shall remain
in full force and effect, and Seller shall be obligated to deliver evidence reasonably satisfactory to Purchaser and the Title
Company of the Consents prior to Closing.


 




    	16



    	 



    

 


(b)          If,
during the period between the Contract Date and the date that is 5:00 p.m. Dallas, Texas time on the date which is thirty (30)
days after the date that the Consent Notice is delivered to Purchaser (the "Feasibility Period"), Purchaser
gives Seller written notification (the "Termination Notice") that Purchaser elects not to consummate the
purchase of the Property in accordance with the terms of this Agreement, this Agreement shall terminate, the Deposit shall be
returned immediately to Purchaser and neither party shall have any obligations hereunder except for those which expressly survive
termination. The Purchaser shall have the absolute right, in its sole discretion, to determine whether to give the Termination
Notice. If Purchaser elects not to give the Termination Notice prior to the expiration of the Feasibility Period, Purchaser's
right to terminate this Agreement pursuant to this Section 6.8(b) shall be deemed to have been waived, this Agreement shall
remain in full force and effect, and the Deposit shall become non-refundable except as specifically set forth herein.


 


(c)          Prior
to the expiration of the Feasibility Period, Purchaser shall notify Seller of any Service Contracts, Space Leases, Equipment Leases
and/or Rooms Agreements that Purchaser requests that Seller terminate, each of which shall be terminated at or prior to Closing
(collectively, the "Excluded Contracts"). Purchaser shall be responsible for any fees or penalties in connection
with the Excluded Contracts; provided, however, that Seller shall be obligated to terminate any Service Contract, Space Lease,
Equipment Lease and/or Rooms Agreement that is not assignable by its terms and shall be responsible for any fees or penalties
in connection therewith.


 


6.9           Existing
Loan. Prior to Closing, Seller shall perform its obligations under the Existing Loan Documents (which shall include, without
limitation, all monetary obligations). Except for any amendments or modifications to the Existing Loan Documents relating to Purchaser's
assumption of the Existing Loan as contemplated hereunder, Seller shall not amend, modify or terminate any of the Existing Loan
Documents without Purchaser's prior written consent, which consent may be withheld in Purchaser's sole and absolute discretion.
Seller shall promptly deliver to Purchaser copies of any notices received by Seller from Existing Lender or delivered by Seller
to Existing Lender under the Existing Loan Documents during the term of this Agreement, provided, that, the same do not include
any confidential or proprietary information relating to Seller or any of Seller's Affiliates.


 


6.10         WARN
Act.


 


(a)          Neither
Seller nor Manager shall give any termination notices under the Worker Adjustment and Retraining Notification Act (collectively
with any similar applicable state or local laws, the "WARN Act") to any Hotel Employees or any governmental authorities.
All employees of the Manager allocated to the Property (the "Hotel Employees") shall have their employment
at the Property terminated as of the Closing Date and all wages, commissions, withholding, contributions and other employment
benefits will have been properly paid and accounted for by Manager; provided, however, that Purchaser may hire the Hotel Employees
(the "Continuing Employees"), on such terms and conditions as they may agree, following termination of their
employment by Manager. Notwithstanding anything to the contrary contained herein, concurrently with the Closing, Purchaser shall
cause its replacement manager to offer to hire a sufficient number of Hotel Employees on terms sufficient to avoid applicability
of the WARN Act and shall continue to employ a sufficient number of Continuing Employees for a sufficient period of time to avoid
application of the WARN Act. If Purchaser shall fail to comply with the provisions of this Section 6.10(a), Purchaser shall
indemnify, defend and hold harmless the Seller Indemnitees from and against any and all liabilities, losses, costs, damages and
expenses (including, without limitation, reasonable attorneys' fees) that may be incurred by, or asserted against, any such Seller
Indemnitee arising out of or relating to the failure to give a termination notice under the WARN Act to the Hotel Employees or
to any governmental authorities. This Section 6.10(a) shall survive the Closing.


 




    	17



    	 



    

 


(b)          Seller
hereby grants Purchaser the right, but not the obligation, to have its replacement manager begin interviewing employees of Seller
at the Property following expiration of the Feasibility Period so that such replacement manager can determine which of the Hotel
Employees Purchaser’s replacement manager intends to rehire. Notwithstanding the foregoing, if this Agreement is not terminated
by Seller prior to the Consent Termination Deadline, Purchaser and/or its representative thereafter may interview the general
manager, director of finance/controller, director of human resources, director of revenue management, director of sales and marketing
and food and beverage general manager, provided that Seller is given at least two (2) business days' prior written notice (which
may be by email) and the opportunity to have a representative present.


 


6.11         Tax
Clearance Certificate. Purchaser may, at Purchaser's option, request a tax clearance certificate issued by the local taxing
authority having jurisdiction over the Property, in order to determine whether all sales and use taxes for the Property have been
paid to date. Seller shall reasonably cooperate with such request (which may be fulfilled by making a written request to Manager
to cooperate with such request, if applicable) at no cost to Seller.


 


6.12         Termination
of Manager. Seller shall obtain an acknowledgement from Manager (a) setting forth the amount of the termination fee required
to be paid to Manager in connection with the termination of the Existing Management Agreement (the “Management Termination
Fee”), (b) acknowledging that upon receipt of the Management Termination Fee, effective as of the Cut-Off Time, the
Existing Management Agreement shall be terminated and Manager shall thereafter have no rights or claims against the Purchaser
or the Property arising out of or relating to the Existing Management Agreement or its termination, and (c) agreeing to enter
into, or cause Liquor Entity to enter into, an interim beverage agreement with Purchaser or Purchaser's designee necessary to
permit the continued sale of alcoholic beverage at the Property in accordance with Section 10.3.3 of the Existing Management Agreement
(the “Manager Acknowledgment”).


 


ARTICLE VII


 


Purchaser's
Conditions Precedent to Closing


 


It shall be an express precondition to Purchaser's
obligation to purchase the Property that each and every one of the following conditions shall have been satisfied as of the Closing
Date (or waived by Purchaser).


 


7.1           Representations and Warranties.
Each of Seller's representations and warranties shall be true and accurate in all material respects as if made on and as of the
Closing Date.


 


7.2           Covenants of Seller.
All actions Seller covenants herein to take shall have been completed.


 




    	18



    	 



    

 


7.3           Termination of Existing Management
Agreement. The Management Agreement shall have been terminated; provided, however, that Seller shall receive a credit at Closing
from Purchaser for the Management Termination Fee to the extent set forth in the Manager Acknowledgment. On the Closing Date,
there shall be no contract or agreement in effect between Seller and any third party for management of the Property after the
Closing Date. There shall be no fees, payments, commissions or other sums due and owing in connection with management of the Property
under the Existing Management Agreement or any other management agreement for the period prior to the Closing Date, except to
the extent to be paid by Seller following Closing in the ordinary course of business.


 


7.4           Title.
Purchaser shall be able to obtain a policy of title insurance in conformance with the Title Commitment, subject only to the Permitted
Exceptions.


 


7.5           Approval
of Assumption of Existing Loan. Unless Purchaser has elected, in a timely manner, to prepay rather than assume the Existing
Loan pursuant to Section 2.4(c), the Existing Lender shall have delivered loan assumption documents for Purchaser's proposed
assumption of the Existing Loan consistent with the terms and conditions set forth in the Loan Assumption Term Sheet (the "Loan
Assumption Documents"). 


 


7.6           Failure of Condition.
In the event of the failure of any condition precedent set forth above, Purchaser, at its sole election, may (a) terminate
this Agreement (and receive a return of the Deposit); (b) waive the condition and proceed to Closing; (c) with respect
to a failure of the condition set forth in Section 7.5 only, extend the Closing Date for up to an additional ten (10) days;
or (d) if such failure arises from Seller's breach of this Agreement, avail itself of any remedies provided in Section
10.2.


 


ARTICLE VIII


 


Seller's
Conditions Precedent to Closing


 


It shall be an express precondition to Seller's
obligation to convey the Property that each and every one of the following conditions shall have been satisfied as of the Closing
Date (or waived by Seller).


 


8.1           Representations and Warranties.
Each of Purchaser's representations and warranties shall be true and accurate in all material respects as if made on and as of
the Closing Date.


 


8.2           Covenants of Purchaser.
All actions Purchaser covenants herein to take shall have been completed.


 


8.3           Purchase
Price. Purchaser shall be able to deliver the Purchase Price to the Escrow Agent.


 


8.4           Approval
of Assumption of Existing Loan. If Purchaser is assuming the Existing Loan, the Existing Lender shall have delivered Loan
Assumption Documents containing a release as approved by Seller pursuant to Section 2.4(a).


 




    	19



    	 



    

 


8.5           Failure of Condition.
In the event of the failure of any condition precedent set forth above, Seller, at its sole election, may (a) terminate this
Agreement (and the Deposit shall be returned to Purchaser); (b) waive the condition and proceed to Closing; (c) with respect
to a failure of the condition set forth in Section 8.4 only, extend the Closing Date for up to an additional ten (10) days;
or (d) if such failure arises from Purchaser's breach of this Agreement, avail itself of any remedies provided in Section
10.1.


 


ARTICLE IX


 


Closing
Deliveries


 


9.1           Deed.
Seller shall deliver a special warranty deed in recordable form in the form attached hereto as Exhibit K, conveying Seller's
fee simple interest in the Real Property (the "Deed"), dated as of the Closing Date, free of all encumbrances
other than the Permitted Exceptions conveying to Purchaser fee simple interest in the Real Property as required hereunder.


 


9.2           Bill of Sale.
Seller and Purchaser shall deliver a bill of sale, dated as of the Closing Date, conveying to Purchaser the Personal Property,
but specifically excluding the Excluded Personal Property, in the form attached hereto as Exhibit L.


 


9.3           Assignment of Permits
and Licenses. Seller and Purchaser shall deliver an assignment of all existing permits and licenses relating to the Property
if and to the extent assignable to Purchaser, in the form attached hereto as Exhibit M.


 


9.4           Assignment
of Service Contracts, Rooms Agreements and Equipment Leases. Seller and Purchaser shall deliver an assignment of all
Service Contracts, Rooms Agreements and Equipment Leases (but specifically excluding any Excluded Contracts), in the form attached
hereto as Exhibit N, which Purchaser shall assume from and after Closing.


 


9.5           FIRPTA Certificate.
Seller shall deliver a certificate, dated as of the Closing Date, to establish that Seller is not a foreign person for the purposes
of the Foreign Investors in Real Property Tax Act.


 


9.6           Assignment
of Space Leases and Brackets Lease. Seller and Purchaser shall deliver an assignment of the Space Leases and any interest
of Seller in the proposed Brackets Lease (but specifically excluding any Excluded Contracts), in the form attached hereto as Exhibit
O, which Purchaser shall assume from and after Closing.


 


9.7           Assignment
of Consulting Agreement. Seller and Purchaser shall deliver an assignment of the Consulting Agreement, duly executed by an
authorized signatory of Tesar Entity, in the form attached hereto as Exhibit P or such other form as may be agreed upon
by Purchaser, Seller and Tesar Entity during the Feasibility Period, which Purchaser shall assume from and after Closing.


 


9.8           Closing
Statement. Seller and Purchaser shall each deliver a counterpart of the closing and apportionment statement agreed to by Seller
and Purchaser which reflects all adjustments to the Purchase Price contemplated by this Agreement (the "Closing Statement").


 




    	20



    	 



    

 


9.9           Loan
Assumption Documents. If Purchaser is assuming the Existing Loan, each of Seller and Purchaser shall deliver the Loan Assumption
Documents to which each is a party, each duly executed and acknowledged by Seller, Purchaser and Existing Lender (where appropriate).


 


9.10         Termination
of Excluded Contracts. Seller shall deliver satisfactory evidence of Seller’s or Manager’s, as the case may be,
termination or notice of termination of the Excluded Contracts effective as of, or to be effective promptly after, the Closing
Date.


 


9.11         Assignment
of Declarant's Rights. Seller shall deliver to Purchaser an executed and acknowledged assignment of its rights as declarant
in recordable form pursuant to the Master Condominium Declaration for M Central Master Condominium, recorded in the Official Records
of Dallas County on September 16, 2005, as Document No. 3511362.


 


9.12         Resignation
of Directors. Seller shall deliver to Purchaser satisfactory evidence of the resignation of each of the four (4) directors
elected or appointed by Seller as the “Class A Member” pursuant to the Bylaws of the M Central Master Condominium
Association, Inc.


 


9.13         Estoppels.
Seller shall deliver estoppel certificates, in form approved by Purchaser, from Exhale Enterprises VIII, Inc., DD+JJ Productions,
LLC, M Central Master Condominium Association, Inc. and from M Central Residences Condominium Association, Inc. Seller shall also
deliver any other estoppel certificates in its possession or control as of the Closing Date.


 


9.14         Termination
of Existing Management Agreement. Seller shall deliver, or shall cause Manager to deliver, the Manager Acknowledgment.


 


9.15         Consents.
Seller shall deliver evidence reasonably satisfactory to Purchaser and the Title Company that the Consents have been obtained.


 


9.16         Original Documents.
Seller shall deliver any original permits, Service Contracts, Equipment Leases and Space Leases that are in Seller's possession
or control which are to be assigned to Purchaser, by leaving them at the Property following the Closing.


 


9.17         Other Documents.
Seller and Purchaser shall each deliver such other documents and instruments as may be reasonably requested by the Title Company,
including, without limitation, any commercially reasonable form of owner’s or seller’s affidavits, to effectuate the
transactions contemplated by this Agreement and to induce the Title Company to insure title to the Real Property as described
herein.


 


9.18         Possession; Keys,
Guest and Sales Information. Seller shall deliver possession of the Property to Purchaser, together with all keys, including,
without limitation, keys for all security systems, rooms and offices. Seller shall, or shall cause Manager to, transfer to Purchaser
all non-proprietary guest history and sales information for the Property in the possession or control of Seller, any of Seller’s
Affiliates or Manager.


 


9.19         Purchase Price.
Purchaser shall deliver funds in the amount of the Purchase Price, subject to the adjustments and apportionments set forth on
the Closing Statement, in the manner provided for in this Agreement. Purchaser shall also deliver to the Title Company the amount
of the Management Termination Fee to be delivered to Manager in accordance with the instructions set forth in the Manager Acknowledgment.


 




    	21



    	 



    

 


ARTICLE X


 


Default


 


10.1         Purchaser's
Default. If Purchaser fails to consummate the purchase and sale contemplated herein by the Closing Date after all conditions
precedent to Purchaser's obligation to do so have been satisfied or waived by Purchaser, or if Purchaser otherwise fails to perform
any of its obligations as and when required hereunder, Escrow Agent shall pay the Deposit to Seller in accordance with the Escrow
Instructions, as full and complete liquidated damages (provided, however, that if Purchaser disputes Seller’s right to the
Deposit and Seller commences an action in a court of proper jurisdiction in order to recover the Deposit, then if Seller is the
prevailing party in any such action, Seller shall also be entitled to a reimbursement by Purchaser of Seller's attorneys’
fees and out-of-pocket costs in connection with such action), as the exclusive and sole right and remedy of Seller, whereupon
this Agreement shall terminate and neither party shall have any further obligations or liabilities to the other party except for
those expressly stated to survive the termination of this Agreement. Except for, and in consideration of, the foregoing pre-Closing
remedies of Seller, Seller hereby waives any other remedies available at law or in equity, specifically excluding, if the Closing
does occur, those indemnities set forth in this Agreement that expressly survive Closing.


 


10.2         Seller's Default.
If Seller fails to consummate the purchase and sale contemplated herein by the Closing Date after all conditions precedent to
Seller’s obligation to do so have been satisfied or waived by Seller, or if Seller otherwise fails to perform any of its
obligations as and when required hereunder, Purchaser's sole and exclusive remedies prior to Closing shall be either to (a) waive
said failure or breach and proceed to Closing, (b) enforce specific performance of Seller's obligations under this Agreement,
including Seller's obligation to sell the Property to Purchaser (and Purchaser shall be entitled to offset Purchaser’s attorneys’
fees and out-of-pocket costs against the Purchase Price in connection with such action), or (c) terminate this Agreement and obtain
a refund of the Deposit, and Purchaser shall be entitled, as its sole remedy, to recover its actual third party out-of-pocket
costs (including attorneys’ fees) incurred in connection with the transactions contemplated hereunder, not to exceed $150,000.00.
Purchaser shall be deemed to have elected the immediately preceding option (c) if Purchaser fails to file suit for specific performance
against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before thirty (30)
days following the date upon which the Closing Date was to have occurred. Except for, and in consideration of, the foregoing pre-Closing
remedies of Purchaser, Purchaser hereby waives any other remedies available at law or in equity, specifically excluding, if the
Closing does occur, those indemnities set forth in this Agreement that expressly survive Closing.


 




    	22



    	 



    

 


ARTICLE XI


 


RELEASE/Indemnification


 


11.1         "AS-IS"
CONVEYANCE. PURCHASER ACKNOWLEDGES THAT THIS AGREEMENT CONTEMPLATES THAT IT HAS, OR BY THE END OF THE FEASIBILITY PERIOD,
WILL HAVE, BEEN GIVEN THE OPPORTUNITY TO STUDY AND INVESTIGATE THE PROPERTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR
IN ANY OF THE CLOSING DOCUMENTS, PURCHASER ACKNOWLEDGES THAT IT IS PURCHASING THE PROPERTY IN ITS EXISTING CONDITION, "AS
IS, WHERE IS AND WITH ALL FAULTS", AS OF THE CLOSING DATE, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ALL FACTS, CIRCUMSTANCES,
TITLE, ZONING AND LAND USE RESTRICTIONS, AND OTHER PROPERTY CONDITIONS.


 


EXCEPT AS EXPRESSLY SET
FORTH IN THIS AGREEMENT OR IN ANY OF THE CLOSING DOCUMENTS, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER
PERTAINING TO THE CONDITION OF THE PROPERTY (INCLUDING WARRANTIES OF MERCHANTABILITY OR HABITABILITY AND FITNESS FOR PARTICULAR
PURPOSES) OR TITLE TO THE PROPERTY, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO ZONING,
TITLE, LAND VALUE, AVAILABILITY OF ACCESS OR UTILITIES, COMPLIANCE WITH ANY LOCAL, STATE OR FEDERAL REQUIREMENTS, PRESENCE OF
HAZARDOUS MATERIALS, RIGHTS OF INGRESS OR EGRESS, GOVERNMENTAL APPROVALS, RIGHTS OF THIRD PARTIES RELATING TO THE CONDITION OF
THE PROPERTY, FUTURE RESTRICTIONS UPON USE OR SALE, THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH
PURCHASER MAY CONDUCT THEREON (INCLUDING ANY DEVELOPMENT OF THE LAND OR IMPROVEMENTS), THE QUALITY AND STATE OF REPAIR (OR LACK
OF REPAIR) OF THE LAND AND IMPROVEMENTS, THE VALUE OF AND INCOME TO BE DERIVED FROM THE PROPERTY, DEFICIENCY OF ANY UNDER SHORING
OR DRAINAGE, OR THE SOIL OR WATER CONDITIONS OF THE PROPERTY.


 




    	23



    	 



    

 


EXCEPT AS EXPRESSLY SET
FORTH IN THIS AGREEMENT OR IN ANY OF THE CLOSING DOCUMENTS, PURCHASER ACKNOWLEDGES THAT IN PURCHASING THE PROPERTY, PURCHASER
IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF SELLER (OR ITS REPRESENTATIVES, AGENTS OR EMPLOYEES) REGARDING THE PHYSICAL,
ENVIRONMENTAL OR OTHER CONDITIONS OF THE PROPERTY, OR WITH REGARD TO HABITABILITY OR FITNESS FOR A PARTICULAR USE, OR WITH RESPECT
TO THE VALUE, PROFITABILITY OR MARKETABILITY OF THE PROPERTY OR TRANSFERABILITY OF ANY FRANCHISE, MANAGEMENT OR MEMBERSHIP AGREEMENT
RELATING TO THE PROPERTY, AND SELLER SPECIFICALLY DISCLAIMS MAKING ANY SUCH REPRESENTATION OR WARRANTY NOT EXPRESSLY SET FORTH
IN THIS AGREEMENT OR IN ANY OF THE CLOSING DOCUMENTS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OF THE CLOSING
DOCUMENTS, PURCHASER ACKNOWLEDGES THAT ANY INFORMATION MADE AVAILABLE TO PURCHASER OR PROVIDED OR TO BE PROVIDED BY OR ON BEHALF
OF SELLER WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION
OR VERIFICATION OF SUCH INFORMATION AND SELLER MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OF THE CLOSING DOCUMENTS, NO STATEMENT, WHETHER ORAL OR IN WRITING,
MADE BY ANY PRINCIPAL, MEMBER, AGENT, REPRESENTATIVE, CONSULTANT, CONTRACTOR OR EMPLOYEE OF SELLER, WHETHER BEFORE OR AFTER THE
DATE OF THIS AGREEMENT, SHALL BE CONSIDERED A REPRESENTATION OR WARRANTY OF SELLER, AND NO SUCH STATEMENT SHALL RESULT IN ANY
LIABILITY OF SELLER. EXCEPT WITH RESPECT TO ANY CLAIMS ARISING OUT OF ANY BREACH OF ANY EXPRESS REPRESENTATION, WARRANTY, COVENANT
OR INDEMNITY SET FORTH IN THIS AGREEMENT, AND TO THE EXTENT AND SUBJECT TO THE LIMITATIONS AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
PURCHASER AGREES TO FULLY AND IRREVOCABLY RELEASE ALL SUCH SOURCES OF INFORMATION AND PREPARERS OF INFORMATION AND DOCUMENTATION
TO THE EXTENT SUCH SOURCES OR PREPARERS ARE SELLER, OR ITS EMPLOYEES, OFFICERS, DIRECTORS, PARTNERS, REPRESENTATIVES, AGENTS,
SERVANTS, ATTORNEYS, AFFILIATES, SUCCESSORS OR ASSIGNS FROM ANY AND ALL CLAIMS THAT THEY MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST
SUCH SOURCES AND PREPARERS OF INFORMATION FOR ANY COSTS, LOSS, LIABILITY, DAMAGE, EXPENSE, DEMAND, ACTION OR CAUSE OF ACTION ARISING
FROM SUCH INFORMATION OR DOCUMENTATION.


 


EXCEPT AS EXPRESSLY SET
FORTH IN THIS AGREEMENT OR IN ANY OF THE CLOSING DOCUMENTS, PURCHASER HEREBY RELEASES SELLER FROM ANY AND ALL CLAIMS, LOSSES,
LIABILITIES, FINES, CHARGES, DAMAGES, INJURIES, PENALTIES, RESPONSE COSTS, AND EXPENSES OF ANY AND EVERY KIND, WHATSOEVER (WHETHER
KNOWN OR UNKNOWN) AND WAIVES ANY CLAIM RELATING TO: (A) THE PRESENCE ON OR UNDER, OR THE ESCAPE, SEEPAGE, LEAKAGE, SPILLAGE, DISCHARGE,
EMISSION, OR RELEASE OF ANY HAZARDOUS MATERIAL ON THE PROPERTY, IF ANY, INCLUDING WITHOUT LIMITATION, ANY RESIDUAL CONTAMINATION,
IN, ON, UNDER OR ABOUT THE PROPERTY OR AFFECTING NATURAL RESOURCES, WHETHER OCCURRING PRIOR TO OR AFTER CLOSING, (B) MATTERS REASONABLY
DISCOVERABLE BY PRUDENT INVESTIGATION DURING THE FASIBILITY PERIOD; (C) MATTERS THAT ARE OF PUBLIC RECORD; (D) MATTERS OTHERWISE
DISCLOSED BY SELLER TO PURCHASER OR DISCOVERED BY PURCHASER AT ANY TIME PRIOR TO THE CLOSING; (E) MATTERS THAT ARE UNKNOWN TO
SELLER; AND (F) ANY OTHER ITEMS DESCRIBED IN THIS SECTION 11.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT
OR IN ANY OF THE CLOSING DOCUMENTS, SELLER SHALL PROMPTLY NOTIFY PURCHASER OF ANY INFORMATION SELLER BECOMES AWARE OF THAT REASONABLY
COULD CAUSE ANY OF THE REPRESENTATIONS OR WARRANTIES SET FORTH IN THIS AGREEMENT OR IN ANY OF THE CLOSING DOCUMENTS TO BE INACCURATE
OR UNTRUE.


 




    	24



    	 



    

 


THIS RELEASE AND WAIVER INCLUDES CLAIMS OF
WHICH PURCHASER IS PRESENTLY UNAWARE OR WHICH PURCHASER DOES NOT PRESENTLY SUSPECT TO EXIST WHICH, IF KNOWN BY PURCHASER, WOULD
MATERIALLY AFFECT PURCHASER'S RELEASE TO SELLER. PURCHASER SPECIFICALLY WAIVES THE PROVISION OF ANY APPLICABLE LAW WHICH PROVIDES
THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT ARE NOT KNOWN AT THE TIME OF EXECUTING THE RELEASE.


 


11.2         Agreement to Indemnify.
Subject to any express provisions of this Agreement to the contrary:


 


(a)          Seller
shall hold harmless, indemnify and defend Purchaser against any and all obligations, claims, losses, damages, liabilities and
expenses (including reasonable attorneys' fees and other charges) arising out of any claims as a result of: (i) the inaccuracy
of any representation or warranty of Seller set forth in this Agreement (or any ancillary agreement entered into in connection
with this Agreement); or (ii) the failure of Seller to perform any of its obligations under this Agreement (or any ancillary agreement
entered into in connection with this Agreement). Notwithstanding the foregoing, if prior to the Closing, Purchaser has knowledge
of an inaccuracy or breach of any of Seller's representations, warranties or covenants and Purchaser nonetheless proceeds with
and consummates the Closing, then Purchaser shall be deemed to have waived and forever renounced any right to assert a claim of
breach or for indemnification with respect to such inaccuracy or breach that was known to Purchaser prior to Closing.


 


(b)          Purchaser
shall hold harmless, indemnify and defend Seller against any and all obligations, claims, losses, damages, liabilities and expenses
(including, without limitation, reasonable attorneys' fees and other charges) arising out of any claims as a result of: (i) the
inaccuracy of any representation or warranty of Purchaser set forth in this Agreement (or any ancillary agreement entered into
in connection with this Agreement); or (ii) the failure of Purchaser to perform any of its obligations under this Agreement (or
any ancillary agreement entered into in connection with this Agreement). Notwithstanding the foregoing, if prior to the Closing,
Seller has knowledge of an inaccuracy or breach of any of Purchaser's representations, warranties or covenants and Seller nonetheless
proceeds with and consummates the Closing, then Seller shall be deemed to have waived and forever renounced any right to assert
a claim of breach or for indemnification with respect to such inaccuracy or breach that was known to Seller prior to Closing.


 


11.3         Notice and Cooperation on Indemnification.
Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence
of any liability for which the other party is or may be responsible under this Agreement, the party learning of such liability
shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other
information as such party may have that may be used or useful in the defense of such claims and shall afford said other party
full opportunity to defend the same in the name of such party and generally shall cooperate with said other party in the defense
of any such claim.


 




    	25



    	 



    

 


ARTICLE XII


 


Casualty
or Condemnation


 


If, prior to Closing, (a) condemnation
proceedings are commenced against all or any material portion of the Property or (b) the Property is damaged by fire or other
casualty to the extent that the cost of repairing such damage shall be Two Million Four Hundred Thousand and No 100ths Dollars
($2,400,000.00) or more, Purchaser shall have the right, upon notice in writing to the Seller delivered within ten (10) days after
actual notice of such condemnation, fire or other casualty, to terminate this Agreement, whereupon the Deposit shall be returned
immediately to Purchaser, and neither party shall have any further liability to the other hereunder except for those liabilities
which expressly survive the termination hereof. If Purchaser does not elect, or is not entitled, to terminate this Agreement,
the Purchase Price shall not be reduced except as hereinafter set forth, but Purchaser shall be entitled to an assignment of all
of Seller's share of the proceeds of fire or other casualty insurance proceeds (if any) payable with respect to the period after
Closing except to the extent utilized by Seller to repair the Property prior to Closing, or of the condemnation award, as the
case may be, and Seller shall have no obligation to repair or restore the Property; provided, however, that the Purchase Price
shall be reduced by an amount equal to the sum of (a) the amount of any deductible applied by Seller's insurer with respect to
such fire or casualty and (b) the amount by which the proceeds of such insurance will be reduced by reason of the application
of any co-insurance clause in Seller’s insurance policy. If Purchaser proceeds to Closing hereunder, Seller shall not compromise,
settle or adjust any claims to such proceeds or awards, without Purchaser's prior written consent, which shall not be unreasonably
withheld, conditioned or delayed.


 


ARTICLE XIII


 


Apportionments


 


13.1         Apportionments.
The following apportionments shall be made between the parties at the Closing as of 11:59 p.m. (the "Cut-Off Time")
on the day immediately prior to the Closing Date (the "Apportionment Date").


 


(a)          real
estate taxes, personal property taxes, special assessments and vault charges, if any, on the basis of the fiscal period for which
assessed;


 


(b)          fuel
oil in the tank at the Property, if any, (based upon invoice cost, first in, first out), water and sewer service charges and charges
for gas, electricity, telephone and all other public utilities. If there are meters measuring the consumption of water, gas or
electric current, Seller, not more than one day prior to the Apportionment Date, if possible, shall cause such meters to be read,
and shall pay all utility bills for which Seller is liable upon receipt of statements therefor. Purchaser shall be responsible
for causing such utilities and services to be changed to its name and shall be liable for and shall pay all utility bills for
services rendered after the Apportionment Date. All utility adjustments will be made by the parties outside of Closing;


 




    	26



    	 



    

 


(c)          amounts
which have been paid or are payable under the Service Contracts, Equipment Leases, Space Leases, Consulting Agreement and Brackets
Lease assigned to and assumed by Purchaser at Closing;


 


(d)          prepaid
advertising expenses;


 


(e)          commissions
of credit and referral organizations; and


 


(f)          all
other charges and fees customarily prorated and adjusted in similar transactions; it being understood, however, that the Purchase
Price shall include all Inventories, whether opened or unopened, including alcoholic and non-alcoholic beverage inventory.


 


13.2         Deposits.
All deposits (including any interest thereon due the party making such deposit) held by Seller and not applied prior to the Closing
Date, from guests or others made as security or in connection with future services to be rendered, including deposits made under
the Space Leases and Rooms Agreements, shall be credited to Purchaser at the Closing. Purchaser shall assume responsibility for
the amount so credited and shall hold Seller harmless therefrom. Seller shall hold Purchaser harmless from any liability for deposits
not so credited.


 


13.3         Room Revenue.
All revenues received or to be received from transient guests who checked in prior to Closing shall be prorated through Closing.
Seller shall be entitled to all charges to such guests up to the Cut-Off Time, and Purchaser shall be entitled to all charges
assessed to such guests after the Cut-Off Time. Room rental receipts for the night immediately before Closing shall be shared
50/50 by Seller and Purchaser.


 


13.4         Accounts Receivable; Accounts Payable.


 


(a)          All
Accounts Receivable that are the property of Seller under this Agreement shall be set forth in a schedule on the Closing Date,
and shall be assigned to Purchaser as of the Closing. Purchaser shall credit to Seller, in the form of an increase in Purchase
Price at Closing, an amount calculated as follows: (i) one hundred percent (100%) of the amount of the Accounts Receivable that
have been outstanding for 0-60 days as of the Cut-Off Time; (ii) ninety percent (90%) of the amount of the Accounts Receivable
that have been outstanding for 61-90 days as of the Cut-Off Time; (iii) eighty percent (80%) of the amount of the Accounts Receivable
that have been outstanding for 91-120 days as of the Cut-Off Time; and (iv) zero percent (0%) of the amount of the Accounts Receivable
that are outstanding 121 days or more as of the Cut-Off Time. All such Accounts Receivable as of the Cut-Off Time and all Accounts
Receivable arising out of Property operations from and after the Cut-Off Time shall be the property of Purchaser after the Closing.


 


(b)          Any
indebtedness, accounts payable, liabilities or obligations of any kind or nature related to Seller or the Property for the periods
prior to and including the Apportionment Date shall be retained and paid by Seller, and Purchaser shall not be or become liable
therefor, except to the extent Purchaser receives a credit therefor at Closing or otherwise assumes such liabilities pursuant
to this Agreement.


 




    	27



    	 



    

 


13.5         Food and Beverage Revenue; Vending Machine Revenue.
All other monies received in connection with the Property, including without limitation the bar and restaurant services at the
Property (other than amounts due from any guest) on or before the Cut-Off Time shall belong to Seller, and after the Cut-Off Time
shall belong to Purchaser. Vending machine proceeds shall be counted as close to the Cut-Off Time as is possible and the net amount
thereof shall be credited to Seller at Closing.


 


13.6         Guests’ Property.
All baggage or other property of patrons of the Property checked or left in care of Seller shall be listed in an inventory to
be prepared in duplicate and signed by Seller’s and Purchaser’s representatives on the Closing Date. Purchaser shall
be responsible from and after the Closing Date and will indemnify, defend and hold Seller harmless from and against all claims
for all baggage and property listed in such inventory. Seller shall indemnify, defend and hold harmless Purchaser from and against
claims for baggage and property not listed in such inventory but shown to have been left in custody at the Property prior to the
Closing Date.


 


13.7         Accounting.
Except as otherwise expressly provided herein, all apportionments and adjustments shall be made on an accrual basis in accordance
with generally accepted accounting principles. The computation of the adjustments shall be jointly prepared by Seller and Purchaser,
and, upon the request of either Purchaser or Seller, shall be reviewed by RSM McGladrey, or another similarly reputable accounting
firm (the “Accountants”) and reviewed by representatives of both Purchaser and Seller. To the extent
the exact amount of any adjustment item provided for in this Article XIII cannot be precisely determined on the Closing
Date, the Accountants shall estimate the amount thereof, for purposes of computing the net amount due Seller or Purchaser pursuant
to this Article XIII and shall determine the exact amount thereof not later than ninety (90) days after the Closing Date
in accordance with Section 13.10. The determinations made by the Accountants shall be binding on both Seller and Purchaser.
The fees and expenses of the Accountants shall be borne one-half each by Seller and Purchaser.


 


13.8         Employee
Compensation.


 


(a)          Manager
shall be solely responsible for any liability for payment of all employees’ wages, accrued vacation pay, sick leave, bonuses,
pension benefits, including, without limitation, any COBRA rights, and other benefits earned by and due to or accrued to Hotel
Employees through the Cut-Off Date, together with F.I.C.A., unemployment and other taxes and benefits due from any employer of
such employees; provided, however, that to the extent Manager is entitled to any reimbursement thereof, Seller shall be solely
responsible for such reimbursement. Purchaser or its replacement manager, as applicable, shall be solely responsible for any liability
for payment of all employees’ wages, accrued vacation pay, sick leave, bonuses, pension benefits, including, without limitation,
any COBRA rights, and other benefits earned by and due to or accrued to Continuing Employees from and after the Cut-Off Date,
together with F.I.C.A., unemployment and other taxes and benefits due from any employer of such employees. Seller shall indemnify,
defend and hold Purchaser harmless from and against any and all liability, loss, cost, damage or expense related to any of the
foregoing items arising prior to Closing, and Purchaser shall indemnify, defend and hold Seller harmless from and against any
and all liability, loss, cost, damage or expense related to any of the foregoing items arising from and after Closing. Such indemnities
shall survive Closing.


 




    	28



    	 



    

 


(b)          Notwithstanding
the foregoing, subject to the approval of Manager, Purchaser may elect, at its option, during the Feasibility Period, to assume
the obligations of Manager and Seller with respect to accrued vacation pay and sick leave for the Continuing Employees, and if
Purchaser make such election in a timely manner, then (i) Purchaser shall receive a credit at Closing in the amount of such accrued
vacation pay and sick leave for the Continuing Employees (the “PTO Credit”) and (ii) Purchaser shall indemnify,
defend and hold Seller harmless from and against any and all liability, loss, cost, damage or expense for claims by such Continuing
Employees for vacation pay and sick leave to the extent credited to Purchaser in accordance with clause (i).


 


13.9         Existing
Loan. Provided that the Existing Loan is assumed by Purchaser at Closing as provided in this Agreement, then the outstanding
principal balance of the Existing Loan as of the Apportionment Date shall be credited toward payment of the Purchase Price. Accrued
and unpaid interest payable under the Existing Loan shall be prorated on an accrual basis. Seller shall be debited with all such
interest which accrues prior to the Apportionment Date and Purchaser shall be credited with such amount. At Closing, title to
any reserves, impounds or escrow accounts under the Existing Loan for real estate taxes, insurance, FF&E, capital improvements,
deferred maintenance or other items shall be assigned by Seller to Purchaser, and Seller shall be credited with the amount (except
Seller shall not be credited for the amount of the Brackets TI/LC Amount held in a reserve account and assigned to Purchaser pursuant
to Section 6.5(a) above), as certified in writing by Existing Lender, in such account as of the Apportionment Date. In
the event that any amounts held in any reserves, impounds or escrow accounts under the Existing Loan cannot be assigned to Purchaser,
then such amounts shall be liquidated and disbursed to Seller at Closing.


 


13.10         Post-Closing
True-Up. Except as provided below, on the date which is ninety (90) days following the Closing, Seller and Purchaser shall
make a final determination of the apportionments required hereunder (the “True-up”), and within ten (10) business
days of the True-up, Seller or Purchaser, as the case may be, shall pay to the other the amount as may be required by the True-up.
At the True-up, Seller and Purchaser shall recalculate and reapportion any income and expenses (i) which were not apportioned
on the Closing Statement because of the unavailability of information, (ii) which were apportioned on the Closing Statement based
upon estimated or incomplete information, or (iii) for which errors exist on the Closing Statement.  The True-up shall be
final and except as otherwise expressly set forth in this Agreement, there shall be no further adjustment between Seller and Purchaser
for income and expenses.


 


13.11         Gift
Certificates. Seller shall provide Purchaser with a credit at Closing for any gift certificates for use at the Real Property
in an amount equal to (i) seventy-five percent (75%) of the face amount of all gift certificates outstanding as of the Closing
Date plus (ii) one hundred dollars ($100) per room night for any “free room” gift certificates or donated gift certificates
as shown on Schedule 13.11 attached hereto (the “Gift Certificate Schedule”), which Gift Certificate
Schedule shall be updated by Seller as of Closing.


 




    	29



    	 



    

 


ARTICLE XIV


 


Miscellaneous


 


14.1         Survival.


 


(a)          The
representations, warranties, covenants and indemnities contained in this Agreement shall be effective as of the Closing Date,
and any liability with respect to breach thereof shall survive the Closing for a period of nine (9) months. Except as otherwise
expressly provided herein, all claims by either party hereto, whether for amounts due or otherwise, under any provision of this
Agreement, must be made in writing to the other party no later than thirty (30) days from the date when the factual basis for
such claim became known to the party asserting the claim.


 


(b)          If
Purchaser receives knowledge or notice of any default or potential default by Seller of the representations and warranties set
forth in Section 3.14 (and/or any facts or circumstances which might give rise to a claim by Purchaser against Seller for
a breach of such representations or warranties, including, without limitation, any notice from Existing Lender of a Pre-Closing
Loan Default), then Purchaser shall promptly provide written notice thereof to Seller setting forth in reasonable detail the facts
and circumstances of such actual or potential Pre-Closing Loan Default. Purchaser acknowledges and agrees that prior to Seller
becoming liable to Purchaser for any breach of any representation and warranty set forth in Section 3.14 with respect to
a Pre-Closing Loan Default, Seller shall have the benefit of all notice and cure rights afforded to the “Borrower”
under the Existing Loan Documents with respect to any such default, alleged default or event of default.


 


14.2         Assignment.
This Agreement may not be assigned by Purchaser without the prior written consent of Seller, which Seller may grant or deny in
its sole and absolute discretion; provided, however that Purchaser shall be permitted to assign this Agreement without the prior
consent of Seller to any entity wholly owned and controlled by Purchaser, provided notice thereof and a fully executed copy of
the assignment and assumption agreement is given to Seller at least five (5) business days prior to the Closing and such assignee
assumes in writing all of Purchaser’s obligations hereunder. Notwithstanding the assumption of this Agreement by such assignee,
the Purchaser named herein shall remain liable for all of the Purchaser’s obligations hereunder until the Closing Date and
shall not be deemed to be released as a result of such permitted assignment and assumption prior to the Closing Date.


 


14.3         Consents.
If, under this Agreement, the consent of a party is required, the consent shall be in writing and shall be executed by a duly
authorized officer or agent.


 


14.4         Applicable Law.
This Agreement shall be governed by the laws of the State of Texas, without resort to the choice of law rules thereof.


 


14.5         Headings; Exhibits
and Schedules. The headings of articles and sections of this Agreement are inserted only for convenience; they are not to
be construed as a limitation of the scope of the particular provision to which they refer. All exhibits and schedules attached
or to be attached to this Agreement are incorporated herein by this reference.


 


14.6         Notices.
Notices and other communications required by this Agreement shall be in writing and delivered by hand against receipt or sent
by recognized overnight delivery service or by certified or registered mail, postage prepaid, with return receipt requested. All
notices shall be addressed as follows:


 




    	30



    	 



    

 


	If to Purchaser:	 	THI VI Dallas Mockingbird LLC

        c/o Thayer Advisory Group LLC

        1997 Annapolis Exchange Parkway, Suite
        550

        Annapolis, Maryland 21401

        Attention: Linda Yau, Managing Director,
        Development

        Telephone: (443) 758-9044

        Facsimile: (410) 268-1582

        Email: lyau@thayerlodging.com 

	 	 	 
	with a copy to:	 	Hogan Lovells US LLP

        555 Thirteenth Street, N.W.

        Washington, D.C. 20004

        Attention: Carol Weld King, Esq.

        Telephone: (202) 637-5634

        Facsimile: (202) 637-5910

        Email: carol.king@hoganlovells.com

	 	 	 
	If to Seller:	 	Behringer Harvard Mockingbird Commons, LLC

    15601 Dallas Parkway, Suite 600

    Dallas, Texas 75001

    Attention: Jeff Burns

    Telephone: 214.655.1600

    Facsimile: 214.655.1610
	 	 	 
	 	 	Behringer Harvard Mockingbird Commons, LLC

    15601 Dallas Parkway, Suite 600

    Dallas, Texas 75001

    Attention: Jeff Carter

    Telephone: 214.655.1600

    Facsimile: 214.655.1610
	 	 	 
	with a copy to:	 	Jeffer Mangels Butler & Mitchell LLP

    1900 Avenue of the Stars, 7th Floor

    Los Angeles, CA 90067

    Attention: David Sudeck, Esq.

    Telephone: 310.201.3518

    Facsimile: 310.712.8566


 


or to such other address as may be designated
by a proper notice. Notices shall be deemed to be effective upon receipt (or refusal thereof) if personally delivered or sent
by recognized overnight delivery service or three (3) days following the date of mailing if sent by certified mail.


 


14.7         Limitation
on Liability. Seller shall have no liability for the breach of any representation, warranty, covenant indemnity or other obligation
expressly stated to survive the Closing hereunder unless and until the aggregate amount of Purchaser’s out-of-pocket damages
and expenses directly resulting from such breaches exceeds one-quarter of one percent (0.25%) of the Purchase Price. In no event
will Seller be liable to Purchaser for any damages to the Purchaser in excess of the sum of four percent (4%) of the Purchase
Price.


 




    	31



    	 



    

 


14.8         Waiver.
The failure of either party to insist on strict performance of any of the provisions of this Agreement or to exercise any right
granted to it shall not be construed as a relinquishment or future waiver; rather, the provision or right shall continue in full
force. No waiver of any provision or right shall be valid unless it is in writing and signed by the party giving it.


 


14.9         Partial Invalidity.
If any part of this Agreement is declared invalid by a court of competent jurisdiction, this Agreement shall be construed as if
such portion had never existed, unless this construction would operate as an undue hardship on Seller or Purchaser or would constitute
a substantial deviation from the general intent of the parties as reflected in this Agreement.


 


14.10         Entire Agreement.
This Agreement, together with the other writings signed by the parties and incorporated by reference and together with any instruments
to be executed and delivered under this Agreement, constitutes the entire agreement between the parties with respect to the purchase
and sale of the Property and supersedes all prior oral and written understandings. Amendments to this Agreement shall not be effective
unless in writing and signed by the parties hereto.


 


14.11         Time is of the Essence.
Time is of the essence with respect to performance of all obligations under this Agreement.


 


14.12         Waiver of Jury Trial.
Seller and Purchaser each hereby waives any right to jury trial in the event any party files an action relating to this Agreement
or to the transactions or obligations contemplated hereunder.


 


14.13         Counterparts.
This Agreement may be executed in any number of original, facsimile or PDF counterparts which, when taken together, shall constitute
a single, binding instrument.


 


14.14         Brokerage.
Purchaser and Seller represent to each other that no broker or consultant acting on its behalf brought about this transaction.
Each of the parties hereto agrees to indemnify, defend and hold the other harmless from claims made by any broker, attorney or
finder claiming through such party for a commission, fee or compensation in connection with this Agreement or the sale of the
Property hereunder. The provisions of this Section 14.14 shall survive Closing.


 


14.15         Time
for Performance. If the date for the performance of any obligation, or the giving of any notice, by Seller or Purchaser hereunder
falls upon a Saturday, Sunday or legal holiday recognized by the United States government, then the time for such performance
or notice shall be extended until the next business day.


 




    	32



    	 



    

 


14.16         No
Public Disclosure. Prior to Closing, Seller and Purchaser agree to keep this Agreement confidential and not disclose or make
any public announcements with respect to the subject matter hereof without the reasonable approval of the other party; provided,
however, that Purchaser shall be permitted to provide a copy of this Agreement to Purchaser’s Permitted Outside Parties
and Seller shall be permitted to provide a copy of this Agreement to its members in connection with Seller’s obligations
under Section 6.8(a). In addition, prior to Closing, all press releases or other dissemination of information to the media
or responses to requests from the media for information relating to the transaction contemplated herein shall be subject to the
prior written consent of Purchaser and Seller.


 


14.17         Recordation.
Purchaser and Seller agree not to record this Agreement or any memorandum hereof.


 


[SIGNATURES APPEAR ON FOLLOWING
PAGE]


 




    	33



    	 



    

 


IN WITNESS WHEREOF, Seller
and Purchaser have caused this Agreement to be executed as of the date indicated below.


 





	 	 	SELLER
	 	 	 
	WITNESS:	 	BEHRINGER HARVARD MOCKINGBIRD COMMONS, LLC,
	 	 	a Delaware limited liability company
	 	 	 
	 	 	By:	 
	 	 	Name:	 
	Date:	 	 	Its:	 
	 	 	 
	 	 	PURCHASER
	 	 	 
	 	 	THI VI DALLAS MOCKINGBIRD LLC,
	 	 	a Delaware limited liability company
	 	 	 
	 	 	By:	 
	 	 	Name:	 
	Date:	 	 	Its:	 


 




    	34



    	 



    

 




EXHIBITS
AND SCHEDULES


  


	A	Legal Description of Land
	B	List of Service Contracts
	C	List of Space Leases
	D	List of Rooms Agreements
	E	Purchase Price Allocation
	F	Form of Escrow Instructions For Deposit
	G	Existing Loan Documents
	H	List of Equipment Leases
	J	Due Diligence Materials
	K	Form of Deed
	L	Form of Bill of Sale
	M	Form of Assignment of Permits and Licenses
	N	Form of Assignment of Service Contracts, Rooms Agreements and Equipment Leases
	O	Form of Assignment of Space Leases and Brackets Lease
	P	Form of Assignment of Consulting Agreement
	6.1(b)	Capital Expenditures
	13.11	Gift Certificates


 




    	 



    	 



    

 


EXHIBIT A


 


Legal Description of Land


 


THE REAL PROPERTY REFERRED TO HEREIN IS
ALL THAT CERTAIN REAL PROPERTY LOCATED IN THE CITY OF DALLAS, COUNTY OF DALLAS, STATE OF TEXAS DESCRIBED AS FOLLOWS:


 


TRACT I:


 


Unit *, of M CENTRAL MASTER CONDOMINIUM,
a Condominium regime in the City of Dallas, Dallas County, Texas, according to the Declaration filed for record on September 16,
2005, and recorded in Volume 2005182, Page 111, Real Property Records, Dallas County, Texas, and affected by First Amendment recorded
under Clerk’s File No. 200600480560, Real Property Records, Dallas County, Texas, and affected by Second Amendment recorded
under Clerk’s File No. 20070028530, Real Property Records, Dallas County, Texas, together with an undivided interest in the
General Common Elements as described in and allocated pursuant to said Declaration, and together with the exclusive use of the
Limited Common Elements appurtenant thereto, all as described in said Declaration.


 


Unit *


 


Hotel Unit


Retail Unit


Hotel Room Unit 1


Hotel Room Unit 2


Hotel Room Unit 3


Hotel Room Unit 4


 


(Without any representation or warranty
by Seller, Seller is informed and believes that Hotel Room Units 1-4 were originally described as Hotel Room Units 1-17 in the
M Central Master Condominium Declaration. The foregoing statement is for informational purposes only, and shall not be included
in the legal description attached to the Deed or any other documents delivered at Closing.)


 


TRACT II


 


Unit *, of M CENTRAL RESIDENCES, a Condominium
regime in the City of Dallas, Dallas County, Texas, according to the Declaration filed for record on September 16, 2005, and recorded
in Volume 2005182, Page 204, Real Property Records, Dallas County, Texas, and affected by First Amendment recorded under Clerk’s
File No. 200600480562, Real Property Records, Dallas County, Texas, and affected by Second Amendment recorded under Clerk’s
File No. 20070028529, Real Property Records, Dallas County, Texas, together with an undivided allocated percent interest in the
Residential General Common Elements as described in and allocated pursuant to said Declaration, and together with the exclusive
use of the Residential Limited Common Elements appurtenant thereto, all as described in said Declaration.


 


Unit *


 


Penthouse in Hotel Tower


 




    	Exhibit A
1



    	 



    

 


EXHIBIT B


 


List of Service Contracts


 


	Service Provider	 	Service Name
	ACFN ATM	 	ATM Provider
	Advent	 	Telephone Switch Maintenance
	Aquarium Environments	 	Fish Tank Maintenance
	Vingcard – Elsafe – Ving	 	Guest Key Machine Support
	AT&T Superclick	 	Guest Internet Support
	Avero	 	POS Data Interface
	Brinks	 	Armored Car Service
	Cintas	 	Uniform Rental – Engineering
	Dallas Janitorial	 	Kitchen Cleaning
	ECOtality	 	Electric Vehicle Charging Stations
	Eleven Wireless	 	Wireless Guest Internet Provider/Payment Collection
	Fintech	 	Alcoholic Beverage Payment Processor
	GEMS	 	Mini Bar Software System
	Gray V	 	Background Music
	Guestware	 	Customer Relationship Management System
	IDEA’s	 	Yield Management System
	Infor – Epitome – PMS	 	Property Management System
	Lodgenet – Free to Guest	 	Free to Guest Television
	Lodgenet – Pay Per View	 	Pay Per View Television
	Open Table	 	Restaurant Reservation Service
	Otis Elevator	 	Elevator Maintenance
	Pegasus	 	Travel Agent Payment Processing
	Radiant – Aloha – POS	 	Restaurant Point of Sale System
	Reliant	 	Electricity Provider
	SDD Jazz Fusion – Telemanager	 	Telephone Profitability System
	Signature Garment Care – Room Linen	 	Hotel and Guest Linen/Cloth Washing Service
	Signature Garment Care – F & B Linen	 	F & B Linen Service
	Swank – PSAV	 	On Site Audio Visual Service Provider
	Telepacific	 	Admin/Guest Internet Provider
	XO Communications	 	Admin/Guest Internet Provider


 




    	Exhibit B
1



    	 



    

 


EXHIBIT C


 


List of Space Leases


 


Audali, Inc., f/k/a/ Optix Eye Care and Gallery, P.A.
and Linda Fain Hatton, O.D., P.A.


 


		·	Retail Lease dated May 8, 2009 by and between Behringer Harvard Mockingbird Commons, LL



		·	Assignment and Assumption of Lease dated August 17, 2009 by and between Behringer Harvard Mockingbird Commons, LLC, a Delaware
limited liability company (“Landlord”) and Optix Eye Care and Gallery, P.A., a Texas professional Association f/k/a
Linda Fain Hatton, O.D., P.A. (“Assignor”) and Audali, Inc., a Texas corporation (“Assignee”)



		·	Consent to Sublease dated August 17, 2009 by and between Behringer Harvard Mockingbird Commons, LLC, a Delaware limited liability
company (“Landlord”) and Audali, Inc., a Texas corporation (“Sublessor”) and Optix Eye Care and Gallery,
P.A., a Texas professional association (“Sublessee”)



		·	Sublease Agreement dated August 17, 2009 by and between Audali, Inc. a Texas corporation (“Sublessor”) and Linda
Fain Hatton, OD, PA (“Sublessee”)



		·	Notice of Lease Term dated September 16, 2009 by and between Behringer Harvard Mockingbird Commons, LLC, a Delaware limited
liability company (“Landlord”) and Audali, Inc., a Texas corporation (“Tenant”)



 


DD+JJ Productions, LLC d/b/a Salon Pompeo


		·	Retail Lease dated September 4, 2008 by and between Behringer Harvard Mockingbird Commons LLC, a Texas limited liability company
(“Landlord”) and DD+JJ Productions, a Texas limited liability company (“Tenant”)






		·	First Amendment to Retail Lease dated March 2, 2012 by and between Behringer Harvard Mockingbird Commons, LLC, a Delaware limited
liability company f/k/a Behringer Harvard Mockingbird Commons LP, a Texas limited partnership (“Landlord”) and DD+JJ
Productions, LLC, a Texas limited liability company dba Salon Pompeo (“Tenant”) and joined by Deanna Dipizio Johnson
(“Guarantor”)



 


Exhale Enterprises VIII, Inc.


 


		·	Retail Lease dated October 7, 2005 by and between Behringer Harvard Mockingbird Commons LP, a Texas limited partnership (“Landlord”)
and Exhale Enterprises VIII, Inc., a Delaware corporation (“Tenant”)



		·	First Amendment to Retail Lease dated September 3, 2008 by and between Behringer Harvard Mockingbird Commons, LLC, a Texas
limited liability company (“Landlord”) and Exhale Enterprises VIII, Inc., a Delaware corporation (“Tenant”)



		·	Second Amendment to Retail Lease dated September ___, 2010, by and between Behringer Harvard Mockingbird Commons, LLC, a Delaware
limited liability company f/k/a Behringer Harvard Mockingbird Commons LP, a Texas limited partnership (“Landlord”)
and Exhale Enterprises VIII, Inc., a Delaware corporation (“Tenant”)



 




    	Exhibit C
1



    	 



    

 


Mint Dentistry


 


		·	Retail Lease dated April 10, 2009 by and between Behringer Harvard Mockingbird Commons, LLC, a Delaware limited liability company
(“Landlord”) and Mint Dentistry, PLLC, a Texas professional limited liability company (“Tenant”)



		·	First Amendment to Lease Agreement dated July 8, 2009 by and between Behringer Harvard Mockingbird Commons, LLC, a Delaware
limited liability company (“Landlord”) and Mint Dentistry, PLLC, a Texas professional limited liability company (“Tenant”)



 


Rooftop Leases:


 


T-Mobile


 


		·	Rooftop Lease with Option by and between Maharishi School of Vedic Science, Predecessor in Interest to Behringer Harvard Mockingbird
Commons, LLC, a Delaware limited liability company (“Landlord”) and T-Mobile West, LLC (formerly Cook Inlet/VoiceStream
PCS, LLC) (“Tenant”)



 


GTP Acquisition Partners III, LLC


 


		·	Master Rooftop Lease Agreement dated September 30, 2009 by and between Behringer Harvard Mockingbird Commons, LLC successor
in interest to Behringer Harvard Mockingbird Commons, LP acting by and through HPT Management Services, LP, its property manager
(“Landlord”) and GTP Acquisition Partners III, LLC a Delaware limited liability company (“Tenant”)



		·	Site License Agreement (part of Master Rooftop Agreement) dated October 6, 2009 by and between GTP Acquisition Partners III,
LLC, a Delaware limited liability company (“Lessor”) and Clear Wireless, LLC, a Nevada limited liability company (“Lessee”)



		·	First Amendment to Site License Agreement (part of Master Rooftop Agreement) dated June 30, 2010 by and between GTP Acquisition
Partners II, LLC, a Delaware limited liability company (“Lessor”) and Clear Wireless, LLC, a Nevada limited liability
company (“Lessee”)



		·	Second Amendment to Site License Agreement (part of Master Rooftop Agreement) dated March 14, 2013 by and between GTP Acquisition
Partners III, LLC, a Delaware limited liability company (“Lessor”) and Clear Wireless, LLC, a Nevada limited liability
company (“Lessee”)



		·	Lease Extension Letter dated January 9, 2013 by and between Behringer Harvard Mockingbird Commons,
LLC successor in interest to Behringer Harvard Mockingbird Commons, LP acting by and through HPT Management Services, LP, its property
manager (“Landlord”) and GTP Acquisition Partners III, LLC a Delaware limited liability company (“Tenant”)



 




    	2



    	 



    

 


EXHIBIT D


 


List of Rooms Agreements


 


None.


 




    	Exhibit D
1



    	 



    

 


EXHIBIT E


 


Purchase Price Allocation


 


	Personal Property	 	$	1,000,000	 
	Intangibles	 	$	6,200,000	 
	Real Property	 	$	40,800,000	 



 




    	Exhibit E
1



    	 



    

 


EXHIBIT F


 


Form of Escrow Instructions For Deposit


 


__________, 2014


 


Jennifer D. Panciera


First American Title Insurance Company


633 Third Avenue,


New York, New York 10017


jpanciera@firstam.com


 


		Re:	Deposit under Purchase and Sale Agreement (the "Agreement") dated May __,
2014, by and between Behringer Harvard Mockingbird Commons LLC ("Seller") and THI VI Dallas Mockingbird LLC ("Purchaser")



 


Ms. Panciera:


 


Purchaser and Seller have entered into
the Agreement pursuant to which Purchaser agrees to purchase the hotel and retail space located at 5300 and 5330 East Mockingbird
Lane, Dallas, Texas, all as more particularly set forth in the Agreement. In accordance with the Agreement, Purchaser is delivering
herewith cash in the amount of One Million and No/100ths Dollars ($1,000,000.00) (which, along with any interest earned thereon,
or any additional cash, is hereinafter referred to as the "Deposit"). You are to hold the Deposit in escrow and
deliver it to Seller or Purchaser in accordance with these instructions.


 


If, prior to __________, 20141,
you receive a notice from Purchaser stating that it is terminating the Agreement, you shall immediately return the Deposit to Purchaser.
If, at any time after such date, you receive a written statement from Seller ("Seller's Notice") stating that
(i) Purchaser is in default under the Agreement, and (ii) a copy of Seller's Notice has been delivered to Purchaser, you shall,
on the fifth (5th) day after receipt of Seller's Notice, deliver the Deposit (by delivering cash, certified check or some other
form of immediately available funds, if the Deposit was made in cash, or by delivering the letter of credit if the Deposit was
made by letter of credit) to Seller, at 15601 Dallas Parkway, Suite 600, Dallas, Texas, 75001, Attention: Jeff Burns, or such other
address as Seller may request, except that if you receive written notice from Purchaser or Purchaser's counsel within four (4)
days after receipt of Seller's Notice that Purchaser disputes Seller's right to receive the Deposit and directs you not to make
the foregoing delivery, you shall not deliver the Deposit to Seller but shall instead retain the Deposit or, if appropriate, interplead
the Deposit in a court of competent jurisdiction.


 


 






1            Purchaser and Seller to jointly provide date
to be inserted to Escrow Agent no later than May 29, 2014. Date to be inserted is either (a) 30 days after the date that Seller
delivers the Consent Notice to Purchaser or (b) if Seller does not deliver the Consent Notice to Purchaser by the Consent Notice
Deadline, and if Seller chooses not to terminate the Agreement in accordance with Section 6.8(a) of the Agreement, 30 days after
the Consent Notice Deadline.


 




    	Exhibit F
2



    	 



    

 


If closing occurs under the Agreement,
you shall apply the Deposit in accordance with instructions from Purchaser and Seller. If you receive a written statement from
Purchaser ("Purchaser's Notice") stating that (A) Purchaser is excused from performing under the Agreement, and
that a copy of Purchaser's Notice has been delivered to Seller, or (B) Seller is in default under the Agreement, and that a copy
of Purchaser's Notice has been delivered to Seller, you shall, on the fifth (5th) day after receipt of Purchaser's Notice, deliver
the Deposit to Purchaser at c/o Thayer Advisory Group LLC, 1997 Annapolis Exchange Parkway, Suite 550, Annapolis, Maryland 21401,
Attention: Linda Yau, except that if you receive written notice from Seller or Seller's counsel within four (4) days after receipt
of Purchaser's Notice that Seller disputes Purchaser's right to receive the Deposit and directs you not to make the foregoing delivery,
you shall not deliver the Deposit to Purchaser but shall instead retain it or, if appropriate, interplead the Deposit in a court
of competent jurisdiction.


 


You are not to disclose to any person (other
than the parties hereto, their employees, agents or independent contractors) any information about the Agreement or its existence
or this letter of instructions (except if requested by either party or as may be required by court in any litigation or by law).


 


If the Deposit (or a portion thereof) is
made in cash, you are to maintain the Deposit in a federally-insured interest-bearing account in a financial institution in the
Washington, D.C. metropolitan area, and all interest accruing thereon shall be paid to the party entitled to the Deposit under
the terms of the Agreement. However, whether the Deposit be cash or a letter of credit, we understand that you assume no responsibility
for, nor will we hold you liable for, any loss accruing due to bank failure and/or takeover by a federal regulatory agency, or
which arises solely from the fact that the escrow amount exceeds One Hundred Thousand Dollars ($100,000) and that the excess amount
is not insured by the Federal Deposit Insurance Corporation. Nor shall you be required to institute legal proceedings of any kind
pursuant to these instructions, nor be required to defend any legal proceedings which may be instituted against you with respect
to the subject matter of these instructions unless you are requested to do so by Purchaser or Seller and arrangements reasonably
satisfactory to you have been made to indemnify you against the cost and expense of such defense by the party making such request.
If any dispute shall arise with respect to these instructions, whether such dispute arises between the parties hereto or between
the parties hereto and other persons, you may interplead such disputants. Escrow Agent shall be responsible only for the performance
of such duties as are strictly set forth herein and in no event shall Escrow Agent be liable for any act or failure to act under
the provisions of this letter except where such action or inaction is the result of Escrow Agent's willful misconduct or negligence.


 


Seller and Purchaser each hereby agrees
to indemnify you and hold you harmless against any loss, liability or damage (including the cost of litigation and reasonable counsel
fees) incurred in connection with the performance of your duties hereunder except as a result of your willful misconduct or negligence.


 




    	Exhibit F
3



    	 



    

 


Please indicate your agreement to comply
with the foregoing instructions by executing at least two copies of this letter and returning one to Purchaser's counsel and one
to Seller's counsel.





 


	 	 	Very truly yours,
	 	 	 
	 	 	SELLER
	 	 	 
	WITNESS/ATTEST:	 	BEHRINGER HARVARD MOCKINGBIRD COMMONS LLC
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	Name:	 
	 	 	 	Its:	 
	 	 	 	 	 
	 	 	 	PURCHASER
	 	 	 	 
	 	 	 	THI VI DALLAS MOCKINGBIRD LLC
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	Name:	 
	 	 	 	Its:	 
	 	 	 	 	 
	 	 	 	 	 
	ACKNOWLEDGED AND AGREED:	 	 	 
	 	 	 	 
	FIRST AMERICAN TITLE INSURANCE COMPANY	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	Name:	 	 	 	 
	Its:	 	 	 	 
	 	 	 	 	 	 







    	Exhibit F
4



    	 



    

 


EXHIBIT G


 


Existing Loan Documents


 


		·	Promissory Note



 


		·	Deed of Trust, Fixture Filing, Assignment of Rents and Security Agreement



 


		·	Assignment of Leases and Rents



 


		·	Indemnity, Guaranty and Suretyship Agreement



 


		·	Hazardous Substances Indemnity Agreement



 


		·	Subordination Agreement



 


		·	Liquor License Agreement



 


		·	Collateral Assignment and Subordination and Nondisturbance of Hotel Operating Agreement



 




    	Exhibit G
1



    	 



    

 


EXHIBIT H


 


List of Equipment Leases


 


Equipment Leases


 


		·	Pitney Bowes Global Financial Services Lease Agreement dated 6/3/2010



		·	IKON Financial Services Lease Agreement dated 12/4/2009 – Please note, this Agreement has now expired but continues on
a MTM basis



 


Vehicle Leases


 


		·	Sewell Lexus Retail Lease Agreement dated December 20, 2011 for a 2012 Lexus Model GX460



 




    	Exhibit H
1



    	 



    

 


EXHIBIT J


 


Due Diligence Materials


 


		1)	Audited historical financial statements



 


		2)	Historical separate hotel and restaurant P&Ls (currently only have consolidated)



 


		3)	YE 2012 STR Report



 


		4)	Latest 2014 reforecast



 


		5)	2014 operating, marketing and capital plans



 


		6)	2014 CAM budget



 


		7)	Real estate and personal property tax bills for the past two years



 


		8)	Utility bills for the past two years



 


		9)	Historical Exhale Spa Gross Sales since 2008 (or rent reconciliation)



 


		10)	Historical insurance bills for retail



 


		11)	Historical utility bills for retail



 


		12)	Historical real estate tax bills for retail



 


		13)	Historical capex spend. Future capital expenditures budget (if available)



 


		14)	New guestroom renovation design concept and cost estimates



 


		15)	Restaurant and bar renovation design concept and cost estimates



 


		16)	Copy of all trademarks, trade names, and copyrights



 


		17)	Existing appraisal, environmental, asbestos, mechanical, soil, physical or other reports, studies
or surveys prepared within the past three years



 


		18)	Recent survey, title insurance policy and evidence of zoning compliance.



 


		19)	Copy of as-built plans and specifications. Full retail floor plans



 


		20)	Copy of any collective bargaining or other related agreements, employment contracts and an employee
census



 


		21)	Copy of all contracts, leases, license agreements, service or equipment agreements, permits, marketing
contracts and any instruments that Buyer is expected to assume



 




    	Exhibit J
1



    	 



    

 


		22)	Copy of all zoning and use permits, development rights, certificates of occupancy, elevator permits
and licenses, liquor licenses and any other permits or authorizations required for the current uses or future development of the
Property



 


		23)	Complete list of advance reservations, room contract agreements, group room booking and catering
pace reports



 


		24)	Guest Room Control Log



 


		25)	Summary of pending litigation



 


		26)	General liability claims and schedule of claims including worker's compensation



 


		27)	Organizational chart



 


		28)	Insurance loss history report for past five years



 


		29)	Recent health, fire, building, and elevator inspection reports



 


		30)	Loan documents



 


		31)	2013 and latest pace reports for group and catering



 




    	Exhibit J
2



    	 



    

 


EXHIBIT K


 


Form of Special Warranty Deed


 


NOTICE OF CONFIDENTIALITY RIGHTS: IF
YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN
INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S
LICENSE NUMBER.


 





 






 


SPECIAL WARRANTY DEED


 





 









 


	STATE OF TEXAS	§
	 	§
	COUNTY OF ____________	§


 


________________________, a _____________________
("Grantor"), whose mailing address is _____________________________________________, for and in consideration
of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged from ______________________, a _________________ ("Grantee"), whose mailing address
is ______________________________, has GRANTED, SOLD AND CONVEYED, and by these presents does GRANT, SELL AND CONVEY, unto Grantee,
the following described property:


 


		(i)	That certain real property in _________ County, Texas, which is described on Exhibit A
attached hereto and incorporated herein by reference (the "Land");



 


		(ii)	All buildings, structures, utility lines, utility facilities, utility improvements, street and
drainage improvements, and other improvements of any kind or nature located in, on, or under the Land (all of the foregoing being
referred to herein collectively as the "Improvements"); and



 


		(iii)	All appurtenances benefiting or pertaining to the Land or the Improvements, including, without
limitation, all of Grantor's right, title, and interest in and to all development and utility rights and permits benefiting the
Land and all streets, alleys, rights-of-way, or easements adjacent to or benefiting the Land, and all strips or pieces of land
abutting, bounding, or adjacent to the Land (all of the foregoing being referred to herein collectively as the "Appurtenances").



 


The Land, Improvements and Appurtenances
are collectively referred to herein as the "Property".


 




    	Exhibit K
1



    	 



    

 


TO HAVE AND TO HOLD the Property,
together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee, and Grantee's successors
or assigns, forever; and, subject to all of the matters set forth or referred to herein, Grantor does hereby bind itself and its
successors to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee, Grantee's successors and assigns, against
every person whomsoever lawfully claiming or to claim the same, or any part thereof, by, through or under Grantor, but not otherwise;
provided, however that this conveyance is made by Grantor and accepted by Grantee


 


subject to: (a) all of the title exceptions
revealed in or by the recorded documents affecting the Property; (b) all matters that would be shown on an accurate survey or by
an inspection of the Property; and (c) all standby fees, taxes and assessments by any taxing authority for the current and all
subsequent years, and all liens securing the payment of any of the foregoing.


 


EXECUTED AND DELIVERED the ____ day of
___________, 2014.


 


	 	GRANTOR:
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	Exhibit K
2



    	 



    

 


ACKNOWLEDGMENT


 


	STATE OF TEXAS	§
	 	§
	COUNTY OF ____________	§


 


This instrument was acknowledged before
me on ____________, 2014, by ________________, _______________________ of ___________________, the ____________________ of __________________________,
a ___________________ on behalf of said ________________.


 


	 	________________________________
	 	Notary Public for the State of Texas


 


Grantee's Address:


 


__________________________

__________________________

__________________________


 


After Recording, Return
to:


 


__________________________

__________________________

__________________________


 




    	Exhibit K
3



    	 



    

 


EXHIBIT L


 


Form of Bill of Sale


 


BILL OF SALE


 


THIS BILL OF SALE ("Bill of Sale")
is made this _____ day of _______, 2014 by _________________, a ______________ ("Seller"), in favor of ______,
a _______________ ("Purchaser").


 


WITNESSETH:


 


WHEREAS, Seller and Purchaser entered into
that certain Purchase and Sale Agreement dated as of _________________ (the "Contract") with respect to the sale
of the Land identified on Exhibit A attached thereto and the Improvements located thereon. (Any term with its initial letter
capitalized and not otherwise defined herein shall have the meaning set forth in the Contract.)


 


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Seller does hereby absolutely and unconditionally give, grant, bargain,
sell, transfer, set over, assign, convey, release, confirm and deliver to Purchaser all of the Personal Property, but specifically
excluding the Excluded Personal Property.


 


THIS ASSIGNMENT IS MADE SUBJECT, SUBORDINATE
AND INFERIOR TO THE PERMITTED EXCEPTIONS (AS DEFINED IN THE CONTRACT). EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS
OF SELLER SET FORTH IN THE CONTRACT, PURCHASER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY
DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER
EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO: (A) THE NATURE, QUALITY
OR CONDITIONS OF THE PERSONAL PROPERTY, (B) THE SUITABILITY OF THE PERSONAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH
PURCHASER MAY CONDUCT THEREON, (C) THE COMPLIANCE OF OR BY THE PERSONAL PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES
OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (D) THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OF THE PERSONAL PROPERTY, OR (E) ANY OTHER MATTER WITH RESPECT TO THE PERSONAL PROPERTY. EXCEPT FOR THE REPRESENTATIONS,
WARRANTIES AND COVENANTS OF SELLER SET FORTH IN THE CONTRACT, PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT, HAVING BEEN GIVEN
THE OPPORTUNITY TO INSPECT THE PERSONAL PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PERSONAL PROPERTY
AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER. PURCHASER FURTHER ACKNOWLEDGES AND AGREES, EXCEPT AS SET FORTH
IN THE CONTRACT, THAT THE SALE OF THE PERSONAL PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS, WHERE IS"
CONDITION AND BASIS "WITH ALL FAULTS."


 




    	Exhibit L
1



    	 



    

 


This Bill of Sale shall be binding upon
and inure to the benefit of the successors, assigns, personal representatives, heirs and legatees of Purchaser and Seller.


 


This Bill of Sale shall be governed by,
interpreted under, and construed and enforceable in accordance with, the laws of the State of Texas.


 


EXECUTED as of the date first written
above.


 


	 	SELLER:
	 	 	 
	 	 	 
	 	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Its:	 
	 	 	 
	 	 	 
	 	PURCHASER:
	 	 	 
	 	 	 
	 	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Its:	 
	 	 	 	 


 




    	Exhibit L
2



    	 



    

 


EXHIBIT M


 


Form of Assignment of Permits and Licenses



 


ASSIGNMENT AND ASSUMPTION
OF PERMITS AND LICENSES


 


______________, a _____________________
("Assignor"), for good and valuable consideration, the receipt and sufficiency of which are acknowledged, does
hereby transfer, assign and convey unto _______________________________________, a ____________________ ("Assignee"),
in accordance with the terms and provisions of that certain Purchase and Sale Agreement dated as of ___________, 2014 (the "Purchase
Agreement"), by and between Assignor and Assignee, all Assignor’s right, title and interest in and to the licenses
and permits listed on Exhibit A attached hereto (collectively, the "Permits") relating to the "Hotel
Palomar Dallas" located at 5300 and 5330 East Mockingbird Lane, Dallas, Texas and more particularly described in the Purchase
Agreement (the "Property").


 


Assignee hereby accepts
and assumes and agrees to pay, perform and fulfill, from and after the date hereof, all of the obligations of Assignor under each
of such Permits which first arise or accrue on or after the date hereof, which obligations relate to the periods on or after the
date hereof, but excluding any obligations accruing prior to the date hereof and excluding any obligations which relate to the
period prior to the date hereof. Assignee covenants and agrees to indemnify, hold harmless and defend Assignor from and against
any and all claims, suits, judgments, costs, expenses, losses or liabilities (including without limitation reasonable attorneys’
fees and disbursements) suffered or incurred by Assignor and arising out of Assignee’s failure to pay, perform or fulfill
any and all such obligations under such Permits first arising or accruing on or after the date hereof.


 


This Assignment and
Assumption shall be binding on and inure to the benefit of Assignor and Assignee and their respective successors and assigns.


 


This Assignment and
Assumption may be executed in counterparts, each of which shall be deemed to be an original, and all of which when taken together
constitute one and the same instrument.


 




    	Exhibit N
1



    	 



    

 




 


IN WITNESS WHEREOF, Assignor
and Assignee have executed and delivered this Assignment and Assumption as of this ____ day of ____________ 2014.


 





	"Assignor"	 	 	,
	 	a	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 







 





	"Assignee"	 	 	,
	 	a	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 







 


 




    	Exhibit N
2



    	 



    

 


Exhibit A to Exhibit
M


 


PERMITS


 


	Permit Type	 	Issuer
	Occupancy	 	City of Dallas
	Sales and Use Tax	 	State of Texas
	Mixed Beverage	 	State of Texas
	Mixed Beverage Late Hours	 	State of Texas
	Beverage Cartage	 	State of Texas
	Catering	 	State of Texas
	Mini Bar	 	State of Texas
	Liquor 	 	Dallas County
	Beer/Wine/Liquor	 	City of Dallas
	Food Products Establishment Central 214 Kitchen	 	City of Dallas
	Food Products Establishment Banquet Kitchen	 	City of Dallas
	Food Products Establishment Central 214 Bar	 	City of Dallas
	Elevator 62138	 	State of Texas
	Elevator 56399	 	State of Texas
	Elevator 62928	 	State of Texas
	Elevator 68609	 	State of Texas
	Boiler 233206	 	State of Texas
	Boiler 233207	 	State of Texas
	Boiler 233208	 	State of Texas
	Boiler 241967	 	State of Texas
	Fire Permit, Flammable and Combustible Liquid	 	City of Dallas
	Swimming Pool Permit	 	Held by Master Association






 




    	Exhibit N
3



    	 



    

  


EXHIBIT N


 


Form of Assignment of Service Contracts,
Rooms Agreements and Equipment Leases 


 


ASSIGNMENT AND ASSUMPTION OF
SERVICE CONTRACTS, ROOMS AGREEMENTS AND EQUIPMENT LEASES


 


______________, a _____________________
("Assignor"), for good and valuable consideration, the receipt and sufficiency of which are acknowledged, does
hereby transfer, assign and convey unto _______________________________________, a ____________________ ("Assignee"),
in accordance with the terms and provisions of that certain Purchase and Sale Agreement dated as of ___________, 2014 (the "Purchase
Agreement"), by and between Assignor and Assignee, all Assignor’s right, title and interest in and to (i) the Service
Contracts listed on Exhibit A attached hereto, (ii) the Rooms Agreements listed on Exhibit B attached hereto and
(iii) the Equipment Leases listed on Exhibit C attached hereto (as such terms are defined in the Purchase Agreement) (the
Service Contracts, the Rooms Agreements and the Equipment Leases are collectively referred to herein as the "Assigned Contracts")
relating to the "Hotel Palomar Dallas" located at 5300 and 5330 East Mockingbird Lane, Dallas, Texas and more particularly
described in the Purchase Agreement (the "Property").


 


Assignee hereby accepts
and assumes and agrees to pay, perform and fulfill, from and after the date hereof, all of the obligations of Assignor under each
of such Assigned Contracts which first arise or accrue on or after the date hereof, which obligations relate to the periods on
or after the date hereof, but excluding any obligations accruing prior to the date hereof and excluding any obligations which relate
to the period prior to the date hereof. Assignee covenants and agrees to hold harmless and indemnify Assignor from and against
any and all claims, suits, judgments, costs, expenses, losses or liabilities (including without limitation reasonable attorneys’
fees and disbursements) suffered or incurred by Assignor and arising out of Assignee’s failure to pay, perform or fulfill
any and all such obligations under such Assigned Contracts first arising or accruing on or after the date hereof.


 


This Assignment and Assumption
shall be binding on and inure to the benefit of Assignor and Assignee and their respective successors and assigns.


 


This Assignment and Assumption
may be executed in counterparts, each of which shall be deemed to be an original, and all of which when taken together constitute
one and the same instrument.


 




    	Exhibit N
4



    	 



    

IN WITNESS WHEREOF, Assignor
and Assignee have executed and delivered this Assignment and Assumption as of this ____ day of ____________ 2014.


 


	"Assignor"	 	 	,
	 	a	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


	"Assignee"	 	 	,
	 	a	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 







    	Exhibit N
5



    	 



    

  


EXHIBIT
O


 





Form of Assignment of Space Leases and Brackets
Lease 


 


ASSIGNMENT AND ASSUMPTION OF
SPACE LEASES


 


______________, a _____________________
("Assignor"), for good and valuable consideration, the receipt and sufficiency of which are acknowledged, does
hereby transfer, assign and convey unto _______________________________________, a ____________________ ("Assignee"),
in accordance with the terms and provisions of that certain Purchase and Sale Agreement dated as of ___________, 2014 (the "Purchase
Agreement"), by and between Assignor and Assignee, all Assignor’s right, title and interest in and to (i) the Space
Leases listed on Exhibit A attached hereto and (ii) the Brackets Lease more particularly described on Exhibit B attached
hereto (as such terms are defined in the Purchase Agreement) (the Space Leases and the Brackets Lease are collectively referred
to herein as the "Assigned Leases") relating to the "Hotel Palomar Dallas" located at 5300 and 5330
East Mockingbird Lane, Dallas, Texas and more particularly described in the Purchase Agreement (the "Property").


 


Assignee hereby accepts
and assumes and agrees to pay, perform and fulfill, from and after the date hereof, all of the obligations of Assignor under each
of such Assigned Leases which first arise or accrue on or after the date hereof, which obligations relate to the periods on or
after the date hereof, but excluding any obligations accruing prior to the date hereof and excluding any obligations which relate
to the period prior to the date hereof (other than the obligation to refund any tenant or other deposits to the extent Assignee
actually receives a credit at Closing, for which Assignee shall be and remain fully liable (the "Deposit Refund Obligations").
Assignee covenants and agrees to indemnify, hold harmless and defend Assignor from and against any and all claims, suits, judgments,
costs, expenses, losses or liabilities (including without limitation reasonable attorneys’ fees and disbursements) suffered
or incurred by Assignor and arising out of Assignee’s failure to pay, perform or fulfill (i) any and all such obligations
under such Assigned Leases first arising or accruing on or after the date hereof and (ii) the Deposit Refund Obligations.


 


This Assignment and Assumption
shall be binding on and inure to the benefit of Assignor and Assignee and their respective successors and assigns.


 


This Assignment and Assumption
may be executed in counterparts, each of which shall be deemed to be an original, and all of which when taken together constitute
one and the same instrument.


 




    	Exhibit O
1



    	 



    

IN WITNESS WHEREOF, Assignor
and Assignee have executed and delivered this Assignment and Assumption as of this ____ day of ____________ 2014.


 


	"Assignor"	 	 	,
	 	a	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


	"Assignee"	 	 	,
	 	a	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 




    	Exhibit O
2



    	 



    




EXHIBIT P


 


Form of Assignment of Consulting Agreement



 


ASSIGNMENT AND ASSUMPTION OF
CONSULTING AGREEMENT


 


______________, a _____________________
("Assignor"), for good and valuable consideration, the receipt and sufficiency of which are acknowledged, does
hereby transfer, assign and convey unto _______________________________________, a ____________________ ("Assignee"),
in accordance with the terms and provisions of that certain Purchase and Sale Agreement dated as of ___________, 2014 (the "Purchase
Agreement"), by and between Assignor and Assignee, all Assignor’s right, title and interest in and to the Consulting
Agreement (as defined in the Purchase Agreement) relating to the "Hotel Palomar Dallas" located at 5300 and 5330 East
Mockingbird Lane, Dallas, Texas and more particularly described in the Purchase Agreement (the "Property").


 


Assignee hereby accepts
and assumes and agrees to pay, perform and fulfill, from and after the date hereof, all of the obligations of Assignor under the
Consulting Agreement which first arise or accrue on or after the date hereof, which obligations relate to the periods on or after
the date hereof, but excluding any obligations accruing prior to the date hereof and excluding any obligations which relate to
the period prior to the date hereof. Assignee covenants and agrees to indemnify, hold harmless and defend Assignor from and against
any and all claims, suits, judgments, costs, expenses, losses or liabilities (including without limitation reasonable attorneys’
fees and disbursements) suffered or incurred by Assignor and arising out of Assignee’s failure to pay, perform or fulfill
any and all such obligations under the Consulting Agreement first arising or accruing on or after the date hereof.


 


This Assignment and Assumption
shall be binding on and inure to the benefit of Assignor and Assignee and their respective successors and assigns.


 


This Assignment and Assumption
may be executed in counterparts, each of which shall be deemed to be an original, and all of which when taken together constitute
one and the same instrument.


 




    	Exhibit P
1



    	 



    

IN WITNESS WHEREOF, Assignor
and Assignee have executed and delivered this Assignment and Assumption as of this ____ day of ____________ 2014.


 


	"Assignor"	 	 	,
	 	a	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


	"Assignee"	 	 	,
	 	a	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



  


CONSENT TO ASSIGNMENT


 


I hereby consent to this Assignment and Assumption
this ______ day of ___________, 2014.


 








	J Tesar LLC dba Tesar Restaurant Group	
	a	 	 	 
	 
	By:	 	 
	Name:	 	 
	Title:	 	 










 




    	Exhibit P
2



    	 



    




SCHEDULE 6.1(b)


 


Capital Expenditures


 


	FF&E and Construction Costs	 	 	 	 
	Lobby	 	 	18,525	 
	Entry Hostess	 	 	30,760	 
	Bar Area	 	 	70,050	 
	Private Dining Room	 	 	67,150	 
	Main Dining/Expo	 	 	54,500	 
	Side Dining Area	 	 	46,480	 
	Kitchen and Bar	 	 	29,500	 
	Built in Furnishings	 	 	28,475	 
	Permits	 	 	4,000	 
	Insurance	 	 	1,485	 
	General Conditions (temp partitions)	 	 	45,590	 
	Contractors Fee	 	 	39,651	 
	Sales Tax	 	 	35,984	 
	Total Construction Costs	 	 	472,150	 
	 	 	 	 	 
	Design and Development Costs	 	 	 	 
	Design Fee	 	 	25,000	 
	Chairs	 	 	15,600	 
	Chairs at Private Dining	 	 	7,200	 
	Counter Stools	 	 	4,200	 
	Bar Stools	 	 	10,500	 
	Decorative Lighting	 	 	10,000	 
	Community Tables at Bar	 	 	7,700	 
	Community Tables at Main Dining	 	 	8,000	 
	Tabletops	 	 	10,775	 
	Bar Furnishings	 	 	21,308	 
	Private Dining Furnishings	 	 	14,450	 
	Kitchen Equipment and Smallwares	 	 	150,000	 
	Total Development Costs	 	 	284,733	 
	 	 	 	 	 
	Patio and Lobby Design, FF&E and Construction Costs	 	 	 	 
	Design Fee	 	 	10,000	 
	Construction and Furnishings	 	 	225,000	 
	Total Patio and Lobby	 	 	235,000	 
	 	 	 	 	 
	Other	 	 	 	 
	Uniforms	 	 	30,000	 
	Menu’s	 	 	2,500	 
	Collateral	 	 	14,000	 
	Web and Menu Design	 	 	8,500	 
	Total Other	 	 	55,000	 
	Contingency 10%	 	 	104,688	 
	 	 	 	 	 
	Grand Total	 	 	1,151,571	 


 


 




    	Schedule 6.1(b)
1



    	 



    










SCHEDULE 13.11


 


Gift Certificates


 





 







    	Schedule 13.11
1



    	 



    

 





 







    	Schedule 13.11
2



    	 



    

 





 







    	Schedule 13.11
3



    	 



    

 





 







    	Schedule 13.11
4



    	 



    

  





 







    	Schedule 13.11
5



    	 



    

 





 







    	Schedule 13.11
6



    	 



    

 





 









    	Schedule 13.11
7