Exhibit 10.44



 Exhibit 10.44 
 Panama City, FL (HI&S) 
 PURCHASE CONTRACT 
 between 
 ADH LLC
(“SELLER”) 
 AND 
 APPLE NINE HOSPITALITY OWNERSHIP, INC. (“BUYER”) 
 Dated: October 17, 2008 







 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page No.
	 ARTICLE I
	  	DEFINED TERMS	  	1
			
	 1.1
	  	 Definitions
	  	1
			
	 ARTICLE II
	  	PURCHASE AND SALE; PURCHASE PRICE; PAYMENT; EARNEST MONEY DEPOSIT	  	7
			
	 2.1
	  	 Purchase and Sale
	  	7
			
	 2.2
	  	 Purchase Price
	  	7
			
	 2.3
	  	 Allocation
	  	8
			
	 2.4
	  	 Payment
	  	8
			
	 2.5
	  	 Earnest Money Deposit
	  	8
			
	 ARTICLE III
	  	REVIEW PERIOD	  	9
			
	 3.1
	  	 Review Period
	  	9
			
	 3.2
	  	 Due Diligence Examination
	  	10
			
	 3.3
	  	 Restoration
	  	10
			
	 ARTICLE IV
	  	SURVEY AND TITLE APPROVAL	  	10
			
	 4.1
	  	 Survey
	  	10
			
	 4.2
	  	 Title
	  	11
			
	 4.3
	  	 Survey or Title Objections
	  	11
			
	 ARTICLE V
	  	TERMINATION OF MANAGEMENT AGREEMENT	  	12
			
	 ARTICLE VI
	  	BROKERS	  	12
			
	 ARTICLE VII
	  	REPRESENTATIONS, WARRANTIES AND COVENANTS	  	12
			
	 7.1
	  	 Seller’s and Indemnitor’s Representations, Warranties and Covenants
	  	12
			
	 7.2
	  	 Buyer’s Representations, Warranties and Covenants
	  	16
			
	 7.3
	  	 Survival
	  	16
			
	 ARTICLE VIII
	  	ADDITIONAL COVENANTS	  	17
			
	 8.1
	  	 Subsequent Developments
	  	17
			
	 8.2
	  	 Construction of Hotel
	  	17
			
	 8.3
	  	 Plans and Specifications
	  	17
			
	 8.4
	  	 Commencement of Construction; Substantial Completion
	  	17
			
	 8.5
	  	 Inspections
	  	18
			
	 8.6
	  	 Punchlist
	  	18

  

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	 8.7
	  	 Pre-Opening Program
	  	18
			
	 8.8
	  	 Construction Warranty
	  	18
			
	 8.9
	  	 Other Obligations of Seller before Closing
	  	19
			
	 8.10
	  	 Third Party Consents
	  	19
			
	 8.11
	  	 Access to Financial Information
	  	19
			
	 8.12
	  	 Bulk Sales
	  	20
			
	 8.13
	  	 Indemnification
	  	20
			
	 8.14
	  	 Escrow Funds
	  	22
			
	 8.15
	  	 Liquor Licenses
	  	22
			
	 ARTICLE IX
	  	CONDITIONS FOR CLOSING	  	23
			
	 9.1
	  	 Buyer’s Conditions for Closing
	  	23
			
	 9.2
	  	 Seller’s Conditions for Closing
	  	24
			
	 ARTICLE X
	  	CLOSING AND CONVEYANCE	  	24
			
	 10.1
	  	 Closing
	  	24
			
	 10.2
	  	 Deliveries of Seller
	  	25
			
	 10.3
	  	 Buyer’s Deliveries
	  	26
			
	 ARTICLE XI
	  	COSTS	  	27
			
	 11.1
	  	 Seller’s Costs
	  	27
			
	 11.2
	  	 Buyer’s Costs
	  	27
			
	 ARTICLE XII
	  	ADJUSTMENTS	  	27
			
	 12.1
	  	 Adjustments
	  	27
			
	 12.2
	  	 Reconciliation and Final Payment
	  	28
			
	 12.3
	  	 Employees
	  	29
			
	 ARTICLE XIII
	  	CASUALTY AND CONDEMNATION	  	29
			
	 13.1
	  	 Risk of Loss; Notice
	  	29
			
	 13.2
	  	 Buyer’s Termination Right
	  	29
			
	 13.3
	  	 Procedure for Closing
	  	29
			
	 ARTICLE XIV
	  	DEFAULT REMEDIES	  	30
			
	 14.1
	  	 Buyer Default
	  	30
			
	 14.2
	  	 Seller Default
	  	30
			
	 14.3
	  	 Attorney’s Fees
	  	30
			
	 ARTICLE XV
	  	NOTICES	  	30

  

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	 ARTICLE XVI
	  	MISCELLANEOUS	  	31
			
	 16.1
	  	 Performance
	  	31
			
	 16.2
	  	 Binding Effect; Assignment
	  	31
			
	 16.3
	  	 Entire Agreement
	  	31
			
	 16.4
	  	 Governing Law
	  	31
			
	 16.5
	  	 Captions
	  	31
			
	 16.6
	  	 Confidentiality
	  	31
			
	 16.7
	  	 Closing Documents
	  	32
			
	 16.8
	  	 Counterparts
	  	32
			
	 16.9
	  	 Severability
	  	32
			
	 16.10
	  	 Interpretation
	  	32
			
	 16.11
	  	 (Intentionally Omitted)
	  	32
			
	 16.12
	  	 Further Acts
	  	32
			
	 16.13
	  	 Joint and Several Obligations
	  	32
			
	 16.14
	  	 Notice of Proposed Listing
	  	33

  

			
	 SCHEDULES:
	  	
		
	 EXHIBITS:
	  	
		
	 Exhibit A
	  	 Legal Description

	 Exhibit B
	  	 List of FF&E

	 Exhibit C
	  	 List of Hotel Contracts

	 Exhibit D
	  	 Consents and Approvals

	 Exhibit E
	  	 Environmental Reports

	 Exhibit F
	  	 Claims or Litigation Pending

	 Exhibit G
	  	 Escrow Agreement

	 Exhibit H
	  	 Construction Warranty


  

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 PURCHASE CONTRACT 
 This PURCHASE CONTRACT (this “Contract”) is made and entered into as of October 17, 2008, by and between ADH LLC, a (“Seller”) with a principal office at 4438
Lafayette Street, Marianna FL, and APPLE NINE HOSPITALITY OWNERSHIP, INC., a Virginia corporation, with its principal office at 814 East Main Street, Richmond, Virginia 23219, or its affiliates or assigns (“Buyer”).

 RECITALS 
 A. Seller is
the fee simple owner of the land located in Panama City Florida identified in on Exhibit A attached hereto and incorporated herein by reference. Seller intends to construct a hotel on such land containing 67 rooms and 28 suites to be operated
as a Hampton Inn & Suites hotel. 
 B. Buyer is desirous of purchasing such land and the hotel to be constructed thereon from Seller
upon completion of the hotel, and Seller is desirous of selling such land and hotel to Buyer, for the purchase price and upon terms and conditions hereinafter set forth. 
 AGREEMENT: 
 NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual covenants
contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 ARTICLE I 
 DEFINED TERMS 
 1.1 Definitions. The following capitalized terms when used in this Contract shall have the meanings set forth below unless the context otherwise
requires: 
 “Additional Deposit” shall mean $100,000. 
 “Affiliate” shall mean, with respect to Seller or Buyer, any other person or entity directly or indirectly controlling (including but
not limited to all directors and officers), controlled by or under direct or indirect common control with Seller or Buyer, as applicable. For purposes of the foregoing, a person or entity shall be deemed to control another person or entity if it
possesses, directly or indirectly, the power to direct or cause direction of the management and policies of such other person or entity, whether through the ownership of voting securities, by contract or otherwise. 
 “Appurtenances” shall mean all rights, titles, and interests of Seller appurtenant to the Land and Improvements, including, but not
limited to, (i) all easements, rights of way, rights of ingress and egress, tenements, hereditaments, privileges, and appurtenances in any way belonging to the Land or Improvements, (ii) any land lying in the bed of any alley, highway,
street, road or avenue, open or proposed, in front of or abutting or adjoining the Land, (iii) any strips or gores of real estate adjacent to the Land, and (iv) the use of all alleys, easements and rights-of-way, if any, abutting,
adjacent, contiguous to or adjoining the Land. 
  

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 “Architect” shall mean the architect for the Hotel, Matt Butler. 
 “Brand” shall mean Hampton Inn & Suites, the hotel brand or franchise under which the Hotel will operate. 
 “Business Day” shall mean any day other than a Saturday, Sunday or legal holiday in the Commonwealth of Virginia or the State of
Florida. 
 “Closing” shall mean the closing of the purchase and sale of the Property pursuant to this Contract. 

“Closing Date” shall have the meaning set forth in Section 10.1. 
 “Construction Warranty” shall have the meaning set forth in Section 8.8. 
 “Contractor” shall mean the contractor for the Hotel, GAC Contractors. 
 “Contracts, Plans and Specs” shall mean all construction and other contracts, plans, drawings, specifications, surveys, soil reports,
engineering reports, inspection reports, and other technical descriptions and reports in the possession or control of Seller at the time of mutual acceptance of this Contract and those created during the term of this Contract. 
 “Deed” shall have the meaning set forth in Section 10.2(a). 
 “Deposits” shall mean, to the extent assignable, all prepaid rents and deposits, refundable security deposits and rental deposits, and
all other deposits for advance reservations, banquets or future services, made in connection with the use or occupancy of the Improvements; provided, however, that to the extent Seller has not received or does not hold all of the prepaid rents
and/or deposits attributable to the Leases related to the Property, Buyer shall be entitled to a credit against the cash portion of the Purchase Price allocable to the Property in an amount equal to the amount of the prepaid rents and/or deposits
attributable to the Leases transferred at the Closing of such Property, and provided further, that “Deposits” shall exclude (i) reserves for real property taxes and insurance, in each case, to the extent pro rated on the settlement
statement such that Buyer receives a credit for (a) taxes and premiums in respect of any period prior to Closing and (b) the amount of deductibles and other self-insurance and all other potential liabilities and claims in respect of any
period prior to Closing, and (ii) utility deposits. 
 “Due Diligence Examination” shall have the meaning set forth in
Section 3.2. 
 “Earnest Money Deposit” shall have the meaning set forth in Section 2.5(a). 
 “Environmental Requirements” shall have the meaning set forth in Section 7.1(f) 
 “Escrow Agent” shall have the meaning set forth in Section 2.5(a). 
 “Escrow Agreement” shall have the meaning set forth in Section 2.5(b). 
 “Escrow Funds” shall have the meaning set forth in Section 8.14. 
  

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 “Exception Documents” shall have the meaning set forth in Section 4.2. 

“Existing Franchise Agreement” shall mean that certain franchise license agreement between the Seller and the Franchisor, granting
Seller a franchise to operate its Hotel under the Brand. 
 “FF&E” shall mean all tangible personal property and
fixtures of any kind (other than personal property (i) owned by guests of the Hotel or (ii) leased by Seller pursuant to an FF&E Lease) attached to, or located upon and used in connection with the ownership, maintenance, use or
operation of the Land or Improvements as of the date hereof (or acquired by Seller and so employed prior to Closing), including, but not limited to, all furniture, fixtures, equipment, signs and related personal property; all heating, lighting,
plumbing, drainage, electrical, air conditioning, and other mechanical fixtures and equipment and systems; all elevators, and related motors and electrical equipment and systems; all hot water heaters, furnaces, heating controls, motors and
equipment, all shelving and partitions, all ventilating equipment, and all disposal equipment; all spa, health club and fitness equipment; all equipment used in connection with the use and/or maintenance of the guestrooms, restaurants, lounges,
business centers, meeting rooms, swimming pools, indoor and/or outdoor sports facilities and other common areas and recreational areas; all carpet, drapes, beds, furniture, televisions and other furnishings; all stoves, ovens, freezers,
refrigerators, dishwashers, disposals, kitchen equipment and utensils, tables, chairs, plates and other dishes, glasses, silverware, serving pieces and other restaurant and bar equipment, apparatus and utensils. A current list of FF&E is
attached hereto as Exhibit B. 
 “FF&E Leases” shall mean all leases of any FF&E and other contracts
permitting the use of any FF&E at the Improvements; provided, however, Seller shall pay off, at its sole expense, all FF&E Leases on or before Closing. 
 “Financial Statements” shall have the meaning set forth in Section 3.1(b). 
 “Franchise Agreement” shall mean the franchise license agreement, in form reasonably acceptable to Buyer, between Franchisor and Buyer. 
 “Franchisor” shall mean Hilton Hotels Corp. or its affiliate. 
 “Hotel”
shall mean the hotel to be constructed on the Land, including all Improvements and Personal Property associated therewith, to be known generally as the “Hampton Inn & Suites Panama City Beach, FL”. 
 “Hotel Contracts” shall have the meaning set forth in Section 10.2(d). 
 “Improvements” shall mean all buildings, structures, fixtures, parking areas and other improvements now existing or to be constructed on
the Land, and all related facilities. 
 “Indemnified Party” shall have the meaning set forth in Section 8.8(c)(i).

 “Indemnifying Party” shall have the meaning set forth in Section 8.8(c)(i). 
 “Initial Deposit” shall have the meaning set forth in Section 2.5(a). 
  

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 “Land” shall mean, collectively, a fee simple absolute interest in the real property
more fully described in Exhibit A, which is attached hereto and incorporated herein by reference, together with all rights (including without limitation all air rights and development rights), alleys, streets, strips, gores, waters,
privileges, appurtenances, advantages and easements belonging thereto or in any way appertaining thereto. 
 “Leases” shall
mean all leases, franchises, licenses, occupancy agreements, “trade-out” agreements, advance bookings, convention reservations, or other agreements demising space in, providing for the use or occupancy of, or otherwise similarly affecting
or relating to the use or occupancy of, the Improvements or Land, together with all amendments, modifications, renewals and extensions thereof, and all guaranties by third parties of the obligations of the tenants, licensees, franchisees,
concessionaires or other entities thereunder. 
 “Legal Action” shall have the meaning set forth in Section 8.8(c)(ii).

 “Legal Requirements” shall mean any and all statutes, laws, ordinances, zoning and other codes, rules, regulations and
requirements of any governmental authority applicable to the Property or any of the parties to this Contract. 
 “Licenses”
shall mean all permits, licenses, franchises, utility reservations, certificates of occupancy, and other documents issued by any federal, state, or municipal authority or by any private party related to the development, construction, use, occupancy,
operation or maintenance of the Hotel, including, without limitation, all licenses, approvals and rights (including any and all existing waivers of any brand standard) necessary or appropriate for the operation of the Hotel under the Brand.

 “Liquor Licenses” shall have the meaning set forth in Section 8.10. 
 “Management Agreement” means the management agreement to be entered into between Buyer and the Manager for the operation and management
of the Hotel on and after the Closing Date. 
 “Manager” shall mean the management company chosen by Buyer to operate the
Hotel from and after Closing. 
 “Other Property” shall have the meaning set forth in Section 16.14. 
 “Pending Claims” shall have the meaning set forth in Section 7.1(e). 
 “Permitted Exceptions” shall have the meaning set forth in Section 4.3. 
 “Personal Property” shall mean, collectively, all of the Property other than the Real Property. 
 “Plans and Specifications” shall have the meaning set forth in Section 8.3. 
 “Pre-Opening Costs” shall have the meaning set forth in Section 8.7. 
  

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 “Pre-Opening Program” shall have the meaning set forth in Section 8.7. 

“Post-Closing Agreement” shall have the meaning set forth in Section 8.14. 
 “Property” shall mean, collectively (i) all of the following with respect to the Hotel: the Land, Improvements, Appurtenances,
FF&E, Supplies, Leases, Deposits, Records, Service Contracts, Warranties, Licenses, FF&E Leases, Contracts, Plans and Specs, Tradenames, the Franchise Agreement, Utility Reservations, as well as all other real, personal or intangible
property of Seller related to any of the foregoing and (ii) any and all of the following that relate to or affect in any way the design, construction, ownership, use, occupancy, leasing, maintenance, service or operation of the Real Property,
FF&E, Supplies, Leases, Deposits or Records: Service Contracts, Warranties, Licenses, Tradenames, Contracts, Plans and Specs and FF&E Leases. 
 “Punch List Items” shall mean such items (i) as are reasonably necessary or appropriate to fully complete the construction, equipping and furnishing of the Hotel in accordance with this Contract
and (ii) that, unless otherwise agreed by Buyer in its sole discretion, (a) individually and in the aggregate do not and will not prohibit, cause a delay in or otherwise adversely affect, under applicable Legal Requirements, the Franchise
Agreement or otherwise, the opening of the Hotel for business to the public or the continued occupancy and operation of the Hotel as contemplated under the Brand and (b) may be corrected or completed, subject to delays caused by Force Majeure,
within not more than sixty (60) days. 
 “Purchase Price” shall have the meaning set forth in Section 2.2.

 “Real Property” shall mean, collectively, all Land, Improvements and Appurtenances with respect to the Hotel. 

“Records” shall mean all books, records, promotional material, tenant data, guest history information (other than any such
information owned exclusively by the Franchisor), marketing and leasing material and forms (including but not limited to any such records, data, information, material and forms in the form of computerized files located at the Hotel), market studies
prepared in connection with Seller’s current annual plan and other materials, information, data, legal or other documents or records (including, without limitation, all documentation relating to any litigation or other proceedings, all zoning
and/or land use notices, relating to or affecting the Property, all business plans and projections and all studies, plans, budgets and contracts related to the development, construction and/or operation of the Hotel) owned by Seller and/or in a
Seller’s possession or control, or to which a Seller has access or may obtain from the Franchisor, that are used in or relating to the Property and/or the operation of the Hotel, including the Land, the Improvements or the FF&E, and
proforma budgets and projections and construction budgets and contracts related to the development and construction of the Hotel and a list of the general contractors, architects and engineers providing goods and/or services in connection with the
construction of the Hotel, all construction warranties and guaranties in effect at Closing and copies of the final plans and specifications for the Hotel. 
 “Release” shall have the meaning set forth in Section 7.1(f). 
 “Review
Period” shall have the meaning set forth in Section 3.1. 
  

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 “SEC” shall have the meaning set forth in Section 8.6. 
 “Seller Liens” shall have the meaning set forth in Section 4.3. 
 “Seller Parties” shall have the meaning set forth in Section 7.1(e). 
 “Service Contracts” shall mean contracts or agreements, such as maintenance, supply, service or utility contracts. 
 “Substantial Completion,” including variations thereof such as “Substantially Complete” and “Substantially
Completed” shall mean : (i) the Architect and the Contractor have issued a certificate of substantial completion in form and substance satisfactory to Buyer certifying that the Hotel has been constructed substantially in accordance with
the Plans and Specifications and the Legal Requirements, (ii) at least a temporary certificate of occupancy authorizing the opening of the Hotel for business to the public and for operation under the Brand has been issued by the local governing
authority and is in full force and effect, (iii) all other final and unconditional consents, approvals, licenses and operating permits necessary or appropriate for the Hotel to open for business to the public and to operate under the Brand have
been issued by and obtained from all applicable governmental and regulatory authorities, subject to Punch List Items; (iv) the Hotel is fully furnished, fitted and equipped and ready to open for business to the public and operate under the
Brand, subject to Punch List Items; (iii) all contractors, subcontractors, suppliers, mechanics, materialmen and other persons or entities providing labor or materials for the construction and development of the Hotel shall have been paid in
full (or adequate provision for payment of such persons or entities has been made to Buyer’s satisfaction), subject to Punch List Items and (iv) the Franchisor has approved the completion, furnishing and equipping of the Hotel and is
prepared to commence (or authorize the commencement of) operation of the Hotel, and all of the other conditions set forth in the Franchise Agreement have been satisfied, subject to Punch List Items. 
 “Supplies” shall mean all merchandise, supplies, inventory and other items used for the operation and maintenance of guest rooms,
restaurants, lounges, swimming pools, health clubs, spas, business centers, meeting rooms and other common areas and recreational areas located within or relating to the Improvements, including, without limitation, all food and beverage (alcoholic
and non-alcoholic) inventory, office supplies and stationery, advertising and promotional materials, china, glasses, silver/flatware, towels, linen and bedding (all of which shall be 2-par level for all suites or rooms in the Hotel), guest cleaning,
paper and other supplies, upholstery material, carpets, rugs, furniture, engineers’ supplies, paint and painters’ supplies, employee uniforms, and all cleaning and maintenance supplies, including those used in connection with the swimming
pools, indoor and/or outdoor sports facilities, health clubs, spas, fitness centers, restaurants, business centers, meeting rooms and other common areas and recreational areas. 
 “Survey” shall have the meaning set forth in Section 4.1. 
 “Third Party Consents” shall have the meaning set forth in Section 8.3. 
 “Title Commitment” shall have the meaning set forth in Section 4.2. 
  

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 “Title Company” shall have the meaning set forth in Section 4.2. 
 “Title Policy” shall have the meaning set forth in Section 4.2. 
 “Title Review Period” shall have the meaning set forth in Section 4.3. 
 “Tradenames” shall mean all telephone exchanges and numbers, trade names, trade styles, trade marks, and other identifying material, and
all variations thereof, together with all related goodwill (it being understood and agreed that the name of the hotel chain to which the Hotel is affiliated by franchise, license or management agreement is a protected name or registered service mark
of such hotel chain and cannot be transferred to Buyer by this Contract), provided that all such franchise, license, management and other agreements granting a right to use the name of such hotel chain or any other trademark or trade name and all
waivers of any brand standard shall be assigned to Buyer. 
 “Utility Reservations” shall mean Seller’s interest in the
right to receive immediately on and after Closing and continuously consume thereafter water service, sanitary and storm sewer service, electrical service, gas service and telephone service on and for the Land and Improvements in capacities that are
adequate continuously to use and operate the Improvements for the purposes for which they were intended, including, but not limited to (i) any right to the present and future use of wastewater, drainage, water and other utility facilities to
the extent such use benefits the Real Property, (ii) any reservations of or commitments covering any such use in the future, and (iii) any wastewater capacity reservations relating to the Real Property. Buyer shall be responsible for any
requests or documents to transfer the Utility Reservations, at Buyer’s sole cost and expense. 
 “Warranties” shall
mean all warranties, guaranties, indemnities and claims for the benefit of Seller with respect to the Hotel, the Property or any portion thereof, including, without limitation, all warranties and guaranties of the development, construction,
completion, installation, equipping and furnishing of the Hotel, and all indemnities, bonds and claims of Seller related thereto. 
 ARTICLE II 
 PURCHASE AND SALE; PURCHASE PRICE; PAYMENT; 
 EARNEST MONEY DEPOSIT 
 2.1 Purchase and Sale. Seller agrees to sell and
convey to Buyer or its Affiliates and/or assigns, and Buyer or its assigns agrees to purchase from Seller, the Property, in consideration of the Purchase Price and upon the terms and conditions hereof. All of the Property shall be conveyed,
assigned, and transferred to Buyer at Closing, free and clear of all mortgages, liens, encumbrances, licenses, franchises (other than any hotel franchises assumed by Buyer), concession agreements, security interests, prior assignments or
conveyances, conditions, restrictions, rights-of-way, easements, encroachments, claims and other matters affecting title or possession, except for the Permitted Exceptions. 
 2.2 Purchase Price. Buyer agrees to pay, and Seller agrees to accept, as consideration for the conveyance of the Property, subject to the
adjustments provided for in this Contract, the amount of Eleven Million Six Hundred Thousand and No/100 Dollars ($11,600,000.00) (the “Purchase Price”). 
  

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 2.3 Allocation. Buyer and Seller shall attempt to agree on an allocation of the Purchase Price
among Real Property, tangible Personal Property and intangible property related to the Property. In the event Buyer and Seller do not agree, each party shall be free to allocate the Purchase Price to such items as they deem appropriate, subject to
and in accordance with applicable laws; provided, however, any value affidavit or similar document required to be filed or declared in connection with the Closing shall contain Buyer’s allocations. 
 2.4 Payment. The portion of the Purchase Price, less: (a) the Earnest Money Deposit and interest earned thereon, if any, which Buyer elects
to have applied against the Purchase Price (as provided below) and (b) the Escrow Funds, shall be paid to Seller in cash, certified funds or wire transfer, at the Closing of the Property. At the Closing, the Earnest Money Deposit, together with
interest earned thereon, if any, shall, at Buyer’s election, be returned to Buyer or shall be paid over to Seller by Escrow Agent to be applied to the portion of the Purchase Price on behalf of Buyer, and the Escrow Funds shall be deposited
into an escrow account pursuant to the Post-Closing Agreement as contemplated by Section 8.14. 
 2.5 Earnest Money Deposit.

 (a) Within three (3) Business Days after the full execution and delivery of this Contract, Buyer shall deposit the sum
of One Hundred Thousand and No/100 Dollars ($100,000.00) in cash, certified bank check or by wire transfer of immediately available funds (the “Initial Deposit”) with the Title Company, as escrow agent (“Escrow
Agent”), which sum shall be held by Escrow Agent as earnest money. If, pursuant to the provisions of Section 3.1 of this Contract, Buyer elects to terminate this Contract at any time prior to the expiration of the Review Period,
then the Escrow Agent shall return the Earnest Money Deposit to Buyer promptly upon written notice to that effect from Buyer. If Buyer does not elect to terminate this Contract on or before the expiration of the Review Period, Buyer shall,
within three (3) Business Days after the expiration of the Review Period deposit the Additional Deposit with the Escrow Agent. The Initial Deposit and the Additional Deposit, and all interest accrued thereon, shall hereinafter be referred to as
the “Earnest Money Deposit.” If Buyer does not elect to terminate this Contract on or before the expiration of the Review Period, then, subject to Sections 4.3, 9.1, 9.2, 13.2 and 14.2 of this Contract, all Initial and
Additional Deposits, and all interest accrued thereon, shall become immediately non-refundable, immediately upon the expiration of the Review Period, provided in section 3.1, below. 
 (b) The Earnest Money Deposit shall be held by Escrow Agent subject to the terms and conditions of an Escrow Agreement dated as of the
date of this Contract entered into by Seller, Buyer and Escrow Agent (the “Escrow Agreement”). The Earnest Money Deposit shall be held in an interest-bearing account in a federally insured bank or savings institution
reasonably acceptable to Seller and Buyer, with all interest to accrue to the benefit of the party entitled to receive it and to be reportable by such party for income tax purposes. 
  

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 ARTICLE III 
 REVIEW PERIOD 
 3.1 Review Period. Buyer shall have a period through 6:00 p.m. Eastern Time on
the date that is forty-five (45) days following the date of this Contract, unless a longer period of time is otherwise provided for in this Contract and except as otherwise agreed to by Buyer and Seller (the “Review
Period”), to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit status, franchise status, financial and other documents and information related to the Property.
Within two (2) Business Days following the date of this Contract, Seller, at Seller’s sole cost and expense, will deliver to Buyer (or make available at the Hotel) for Buyer’s review, to the extent not previously delivered to Buyer,
true, correct and complete copies of the following, together with all amendments, modifications, renewals or extensions thereof: 
 (a) All Warranties currently in effect and Licenses relating to the Hotel or any part thereof; 
 (b) Income and
expense statements and budgets for the Hotel, for the current year to date and each of the three (3) prior fiscal years, if any, (the “Financial Statements”), and the Seller shall provide to Buyer copies of all income
and expense statements generated by the Seller or any third party that relate to the operations of the Hotel and that contain information not included in the financial statements, if any, provided to Buyer by the Manager, provided that Seller also
agree to provide to Buyer’s auditors and representatives all financial and other information necessary or appropriate for preparation of audited financial statements for Buyer and/or its Affiliates as provided in Section 8.6, below;

 (c) All real estate and personal property tax statements with respect to the Hotel and notices of appraised value for the
Real Property for the current year (if available) and each of the three (3) calendar years prior to the current year; 
 (d) Engineering, mechanical, architectural and construction plans, drawings, specifications and contracts, payment and performance bonds, title policies, reports and commitments, zoning information and marketing and economic data relating
to the Land or the Hotel and the construction, development, installation and equipping thereof, as well as copies of all environmental reports and information, topographical, boundary or “as built” surveys, engineering reports, subsurface
studies and other Contracts, Plans and Specs relating to or affecting the Hotel. If the Hotel is purchased by Buyer, all such documents and information relating to the Hotel shall thereupon be and become the property of Buyer without payment of any
additional consideration therefor; 
 (e) All FF&E Leases, Services Contracts, Leases and, if applicable, a schedule of
such Leases of space in the Hotel, and all agreements, if any, for real estate commissions, brokerage fees, finder’s fees or other compensation payable by Seller in connection therewith; and 
 (f) All notices received from governmental authorities in connection with the Land for the current year and each of the two(2) calendar
years prior to the current year and all other notices received from governmental authorities received at any time that relate to any noncompliance or violation of law that has not been corrected. 
  

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 Seller shall, upon request of Buyer, make available to Buyer and Buyer’s representatives and agents,
for inspection and copying during normal business hours, Records located at Seller’s corporate offices, and Seller agrees to provide Buyer copies of all other reasonably requested information that is relevant to the management, operation, use,
occupancy or leasing of or title to the Property and the plans and specifications for development of the Hotel. At any time during the Review Period, Buyer may, in its sole and absolute discretion, elect not to proceed with the purchase of the
Property for any reason whatsoever by giving written notice thereof to Seller, in which event: (i) the Earnest Money Deposit shall be promptly returned by Escrow Agent to Buyer together with all accrued interest, if any, (ii) this Contract
shall be terminated automatically, (iii) all materials supplied by Seller to Buyer shall be returned promptly to Seller, and (iv) both parties will be relieved of all other rights, obligations and liabilities hereunder, except for the
parties’ obligations pursuant to Sections 3.3 and 16.6 below. 
 3.2 Due Diligence Examination. At any time during the Review
Period, and thereafter through Closing of the Property, Buyer and/or its representatives and agents shall have the right to enter upon the Property at all reasonable times for the purposes of reviewing all Records and other data, documents and/or
information relating to the Property and conducting such surveys, appraisals, engineering tests, soil tests (including, without limitation, Phase I and Phase II environmental site assessments), inspections of construction and other inspections and
other studies as Buyer deems reasonable and necessary or appropriate to evaluate the Property, subject to providing reasonable advance notice to Seller unless otherwise agreed to by Buyer and Seller (the “Due Diligence
Examination”). Seller shall have the right to have its representative present during Buyer’s physical inspections of its Property, provided that failure of Seller to do so shall not prevent Buyer from exercising its due diligence,
review and inspection rights hereunder. Buyer agrees to exercise reasonable care when visiting the Property, in a manner which shall not materially adversely affect the operation of the Property, and pay the costs of all such inspections.

 3.3 Restoration. Buyer covenants and agrees not to damage or destroy any portion of the Property in conducting its examinations and
studies of the Property during the Due Diligence Examination and, if closing does not occur, shall repair any portion of the Property damaged by the conduct of Buyer, its agents or employees, to substantially the condition such portion(s) of the
Property were in immediately prior to such examinations or studies. 
 ARTICLE IV 
 SURVEY AND TITLE APPROVAL 
 4.1
Survey. Seller has delivered to Buyer true, correct and complete copies of the most recent surveys of the Real Property. In the event that an update of a survey or a new survey (such updated or new surveys being referred to as the
“Surveys”) are desired by Buyer, then Buyer shall be responsible for all costs related thereto; provided, however, Seller shall provide, at its sole cost and expense, an as-built survey when the Hotel is substantially
complete. 
  

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 4.2 Title. Seller has delivered to Buyer Seller’s existing title insurance policy, including
copies of all documents referred to therein, for the Real Property. Buyer’s obligations under this Contract are conditioned upon Buyer being able to obtain for the Property (i) a Commitment for Title Insurance (the “Title
Commitment”) issued by LandAmerica American Title Company, Attn: Debby Moore, 2505 N. Plano Road, Ste. 3100, Richardson, Texas 75082 (the “Title Company”), for the most recent standard form of owner’s policy of title
insurance in the state in which the Real Property is located, covering the Real Property, setting forth the current status of the title to the Real Property, showing all liens, claims, encumbrances, easements, rights of way, encroachments,
reservations, restrictions and any other matters affecting the Real Property and pursuant to which the Title Company agrees to issue to Buyer at Closing an Owner’s Policy of Title Insurance on the most recent form of ALTA (where available)
owner’s policy available in the state in which the Land is located, with extended coverage and, to the extent applicable and available in such state, comprehensive, access, single tax parcel, contiguity, Fairway and such other endorsements as
may be required by Buyer (collectively, the “Title Policy”); and (ii) true, complete, legible and, where applicable, recorded copies of all documents and instruments (the “Exception Documents”) referred to or
identified in the Title Commitment, including, but not limited to, all deeds, lien instruments, leases, plats, surveys, reservations, restrictions, and easements affecting the Real Property. If requested by Seller, Buyer shall promptly provide
Seller with a copy of the Title Commitment issued by the Title Company. 
 4.3 Survey or Title Objections. If Buyer discovers any
title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same on or before the expiration of the Review Period (the “Title Review Period”). If Buyer fails to so
object in writing to any such matter set forth in the Survey or Title Commitment, it shall be conclusively assumed that Buyer has approved same, except as otherwise provided in Section 9.1. If Buyer disapproves any condition of title, survey or
other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item by written notice sent to Buyer within five (5) days after Seller’s
receipt of notice from Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in
writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive
such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Earnest Money Deposit, and any interest thereon. The items shown on the Title Commitment which are not objected to by Buyer as set forth above
(other than exceptions and title defects arising after the title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the Hotel is located, so long as Seller provides the
appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) and all Leases showing on the Title Commitment are hereinafter referred to as the “Permitted
Exceptions.” In no event shall Permitted Exceptions include any matters arising after the date of the Title Commitment or Survey, FF&E Leases, liens, or documents evidencing liens, securing any indebtedness or any mechanics’ or
materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing. 
  

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 ARTICLE V 
 MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT 
 At or prior to the Closing, Seller shall terminate the
Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date. As a condition to Closing, Buyer shall enter
into the Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s
Affiliates’ REIT structure). Seller shall be responsible for paying all costs related to the termination of any existing management agreement and shall indemnify and hold Buyer harmless from and against any and all claims from any persons
claiming under any management agreement other than the management agreement entered into between Buyer and Manager. Seller shall be responsible for paying all reasonable and actual costs of the Franchisor related to the termination of the Existing
Franchise Agreement. Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement, and Seller and Buyer shall diligently pursue obtaining each the same. Seller shall
negotiate a one-time free right of transfer in the Existing Franchise Agreement which shall permit Buyer to obtain a new Franchise Agreement at no cost to Buyer (other than Buyer’s costs of review). In the event Seller is unable to secure this
one-time free right of transfer, Seller shall reimburse Buyer at Closing for any franchise/application fees imposed by Franchisor on Buyer. Buyer’s obligation to close is expressly contingent on Buyer and Manager entering into a management
agreement on terms acceptable to Buyer in its sole and absolute discretion. 
 ARTICLE VI 
 BROKERS 
 Seller and Buyer each
represents and warrants to the other that it has not engaged any broker, finder or other party in connection with the transaction contemplated by this Contract other than Dale E. Peterson Realty, Inc. Seller shall pay a commission, at closing, as
per separate brokerage fee agreement, signed and dated by Seller and Broker August 12, 2008. Buyer and Seller each agree to save and hold the other harmless from any and all losses, damages, liabilities, costs and expenses (including, without
limitation, attorneys’ fees) involving claims made by any other agent, broker, or other person by or through the acts of Buyer or Seller, respectively, in connection with this transaction. 
 ARTICLE VII 
 REPRESENTATIONS,
WARRANTIES AND COVENANTS 
 7.1 Seller’s Representations, Warranties and Covenants. Seller hereby represents, warrants and
covenants to Buyer as follows: 
 (a) Authority; No Conflicts. Seller is a corporation duly formed, validly existing
and in good standing in the State of Florida. Seller has obtained all necessary consents to enter into and perform this Contract and is fully authorized to enter into and perform this Contract and to complete the transactions contemplated by this
Contract. No consent or approval of any person, entity or governmental authority is required for the execution, delivery or 

  

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performance by Seller of this Contract, and this Contract is hereby binding and enforceable against Seller. Neither the execution nor the performance of, or
compliance with, this Contract by Seller has resulted, or will result, in any violation of, or default under, or acceleration of, any obligation under any existing corporate charter, certificate of incorporation, bylaw, articles of organization,
limited liability company agreement or regulations, partnership agreement or other organizational documents and under any, mortgage indenture, lien agreement, promissory note, contract, or permit, or any judgment, decree, order, restrictive
covenant, statute, rule or regulation, applicable to Seller or to the Seller’s Hotel. 
 (b) FIRPTA. Seller is not
a foreign corporation, foreign partnership, foreign trust or foreign estate (as those items are defined in the Internal Revenue Code and Income Tax Regulations). 
 (c) Bankruptcy. None of Seller, or, to Seller’s knowledge, any of its or their partners or members, is insolvent or the
subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding. 
 (d) Property Agreements. The assets constituting the Property to be conveyed to Buyer hereunder shall constitute all of the property and assets to be used in connection with the operation and business of the
Hotel. There are no, and as of the Closing there shall be no, leases, license agreements, leasing agent’s agreements, equipment leases, building service agreements, maintenance contracts, suppliers contracts, warranty contracts, operating
agreements, or other agreements (i) to which Seller is a party or an assignee, or (ii) binding upon the Property, relating to the ownership, occupancy, operation, management or maintenance of the Real Property, FF&E, Supplies or
Tradenames, except for those Service Contracts, Leases, Warranties and FF&E Leases to which Seller becomes a party with the approval of Buyer or which Buyer may enter into before the Closing. As of the Closing, any Service Contracts, Leases,
Warranties and FF&E Leases to which Seller has become a party with the approval of Buyer shall be in full force and effect, and no default shall have occurred and be continuing thereunder and no circumstances shall exist which, with the giving
of notice, the lapse of time or both, would constitute such a default. No party has, and as of the Closing no party shall have, any right or option to acquire the Property or any portion thereof, other than Buyer. 
 (e) Pending Claims. There are no: (i) claims, demands, litigation, proceedings or governmental investigations pending or
threatened against Seller, the Manager or any Affiliate of any of them (collectively, “Seller Parties”) or related to the business or assets of the Hotel, except as set forth on Exhibit F attached hereto and
incorporated herein by reference, (ii) special assessments or extraordinary taxes except as set forth in the Title Commitment or (iii) pending or threatened condemnation or eminent domain proceedings which would affect the Property or any
part thereof. There are no: pending arbitration proceedings or unsatisfied arbitration awards, or judicial proceedings or orders respecting awards, which might become a lien on the Property or any portion thereof, pending unfair labor practice
charges or complaints, unsatisfied unfair labor practice orders or judicial proceedings or orders with respect thereto, pending charges or complaints with or by city, state or federal civil or human rights agencies, unremedied orders by such
agencies or judicial proceedings or orders with respect to obligations under city, state or federal civil or human rights or antidiscrimination laws or executive orders 

  

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affecting the Hotel, or other pending, actual or, to Seller’s knowledge, threatened litigation claims, charges, complaints, petitions or unsatisfied
orders by or before any administrative agency or court which affect the Hotel or might become a lien on the Hotel (collectively, the “Pending Claims”). 
 (f) Environmental. With respect to environmental matters, to Seller’s knowledge and except as otherwise disclosed in the
environmental reports and documents identified in Exhibit E, (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and
documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing
Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under
applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative
order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s actual knowledge, never has been any
mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or
material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or
other documentation regarding the environmental condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means
(1) “hazardous wastes” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601 et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”);
(3) “toxic substances” as defined by the Toxic Substances Control Act, as amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act,
as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products, radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid
containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to health or the environment, including, without limitation, microbial or fungal matter or mold, or is otherwise regulated by federal, state
and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health
or safety compliance (collectively, “Environmental Requirements”). As used in this Contract: “Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping,
leaching, dumping or disposing. 
  

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 (g) Title and Liens. Except for Seller Liens to be released at Closing, Seller has
good and marketable fee simple absolute title to the Real Property, subject only to the Permitted Exceptions. Except for the Permitted Exceptions, Seller has good and marketable title to the Personal Property, free and clear of all liens, claims,
encumbrances or other rights whatsoever (other than the Seller Liens to be released at Closing), and there are no other liens, claims, encumbrances or other rights pending or of which any Seller Party has received notice or which are otherwise known
to any Seller Party related to any other Personal Property. 
 (h) Utilities. All appropriate utilities, including
sanitary and storm sewers, water, gas, telephone, cable and electricity, are, to Seller’s knowledge, currently sufficient and available to service the Hotel and all installation, connection or “tap-on”, usage and similar fees have
been or will be paid by Seller. 
 (i) Licenses, Permits and Approvals. Seller has not received any written notice, and
Seller has no knowledge that the Property fails to comply with all applicable licenses, permits and approvals and federal, state or local statutes, laws, ordinances, rules, regulations, requirements and codes including, without limitation, those
regarding zoning, land use, building, fire, health, safety, environmental, subdivision, water quality, sanitation controls and the Americans with Disabilities Act, and similar rules and regulations relating and/or applicable to the ownership, use
and operation of the Property as it is now operated. Seller has received all licenses, permits and approvals required or needed for the lawful conduct, occupancy and operation of the business of the Hotel, and each license and permit is in full
force and effect, and will be received and in full force and effect as of the Closing. Subject to Section 8.10 below, no licenses, permits or approvals necessary for the lawful conduct, occupancy or operation of the business of the Hotel, to
Seller’s knowledge requires any approval of a governmental authority for transfer of the Property. 
 (j) Financial
Statements. To the extent the following exists, Seller has delivered copies for the three (3) years prior and the current year to date, of all (i) Financial Statements for the Hotel, (ii) operating statements prepared by the
Manager for the Hotel, (iii) monthly financial statements prepared by the Manager for the Hotel and (iv) independently audited financial statements for the Hotel (“Audits”). Each of such statements is, to Seller’s knowledge,
complete and accurate in all material respects and, except in the case of budgets prepared in advance of the applicable operating period to which such budgets relate, fairly presents the results of operations of the Hotel for the respective periods
represented thereby. Seller has relied upon the Financial Statements and Audits in connection with its ownership and operation of the Hotel, and there are no other independent audits or financial statements prepared by third parties relating to the
operation of the Hotel other than the Financial Statements and Audits prepared by or on behalf of the Manager, all of which have been provided to Buyer. 
 (k) Employees. All employees employed at the Hotel are the employees of the Seller. There are, to Seller’s knowledge, no (i) unions organized at the Hotel, (ii) union organizing attempts,
strikes, organized work stoppages or slow downs, or any other labor disputes pending or threatened with respect to any of the employees at the Hotel, or (iii) collective bargaining or other labor agreements to which Seller or the Hotel is bound
with respect to any employees employed at the Hotel. 
  

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 (l) Operations. The Hotel has at all times been operated by Manager in accordance
with all applicable laws, rules, regulations, ordinances and codes. 
 (m) Existing Management and Franchise
Agreements. Seller has furnished to Buyer true and complete copies of the any existing management agreement and the Existing Franchise Agreement, which constitutes the entire agreement of the parties with respect to the subject matter thereof
and which have not been amended or supplemented in any respect. There are no other management agreements, franchise agreements, license agreements or similar agreements for the operation or management of the Hotel or relating to the Brand, to which
Seller is a party or which are binding upon the Property, except for any Existing management agreement and the Existing Franchise Agreement. The Improvements comply with, and the Hotel is being operated in accordance with, all requirements of the
Existing Franchise Agreement and all other requirements of the Franchisor, including all “brand standard” requirements of the Franchisor. The Existing Franchise Agreement is in full force and effect, and shall remain in full force and
effect until the termination of the Existing Franchise Agreement at Closing, as provided in Article V hereof. No default has occurred and is continuing under any existing management agreement or the Existing Franchise Agreement, and no circumstances
exist which, with the giving of notice, the lapse of time or both, would constitute such a default. 
 (n) Architect and
Contractor. The Franchisor has approved the Architect to design the Hotel and the Contractor to serve as the general contractor for the construction of the Hotel. 
 7.2 Buyer’s Representations, Warranties and Covenants. Buyer represents, warrants and covenants: 
 (a) Authority. Buyer is a corporation duly formed, validly existing and in good standing in the Commonwealth of Virginia. Buyer has received or will have received by the applicable Closing Date all necessary
authorization of the Board of Directors of Buyer to complete the transactions contemplated by this Contract. No other consent or approval of any person, entity or governmental authority is required for the execution, delivery or performance by Buyer
of this Contract, and this Contract is hereby binding and enforceable against Buyer. 
 (b) Bankruptcy. Buyer is not
insolvent nor the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding. 
 7.3 Survival. All of the representations and warranties are true, correct and complete in all material respects as of the date hereof and the statements set forth therein (without qualification or limitation as
to a party’s knowledge thereof except as expressly provided for in this Article VII) shall be true, correct and complete in all material respects as of the Closing Date. All of the representations and warranties made herein shall survive
Closing for a period of one (1) year and shall not be deemed to merge into or be waived by any Seller’s Deed or any other closing documents. 
  

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 ARTICLE VIII 
 ADDITIONAL COVENANTS 
 8.1 Subsequent Developments. After the date of this Contract and until
the Closing Date, Seller shall use its best efforts to keep Buyer fully informed of all subsequent developments of which Seller has knowledge (“Subsequent Developments”) which would cause any of Seller’s representations
or warranties contained in this Contract to be no longer accurate in any material respect. 
 8.2 Construction of Hotel. 

(a) Subject to the terms and conditions of this Contract, Seller shall (i) construct the Hotel on the Land (a) in a good,
workmanlike and diligent manner, (b) in accordance with development standards for comparable projects, (c) in compliance in all material respects with the Plans and Specifications approved by Franchisor and with all Legal Requirements and
(d) in accordance with all requirements of the Franchise Agreement and (ii) cause the Hotel to be fully equipped with the FF&E and otherwise fully furnished and stocked with merchandise, supplies, inventory and other Personal Property
as required by the Franchise Agreement, including, without limitation, linens, bath towels and other supplies at least at a 2-par level for all suites or rooms of the Hotel, in each case such that the Hotel can be opened for business to the public
and operated to full capacity under the Brand. All expenses of constructing, equipping and furnishing the Hotel in accordance with this Contract shall be the sole responsibility of Seller, and Buyer shall have no obligation whatsoever to adjust the
Purchase Price or pay any additional costs as a result of unforeseen events or circumstances affecting the cost of constructing, equipping or furnishing the Hotel. 
 8.3 Plans and Specifications. Seller represents and warrants to Buyer that (i) the plans and specifications that Seller has delivered to Buyer for its review before the date of this Contract and/or during
the Review Period are and shall be a true and complete copy of the plans and specifications for the construction of the Hotel, (ii) such plans and specifications have not been amended or supplemented in any material respect and (iii) such
plans and specifications have been prepared by or otherwise approved by the Franchisor. If Seller has not delivered plans and specifications to Buyer on or before the date of this Contract, Seller shall, within ten (10) days following the date
of this Contract, deliver to Buyer proposed or current plans and specifications for Buyer’s review, such plans and specifications to have been prepared by the Architect. Seller shall obtain the approval of the Franchisor and Buyer with respect
to the plans and specifications after the date hereof by submitting such plans and specifications to each of Franchisor and Buyer. Buyer shall have thirty (30) days from receipt to approve or recommend changes. Any material changes to the Buyer
and Franchisor-approved plans and specifications shall require Buyer and Franchisor’s prior written consent. Such plans and specifications and all revisions thereto, as approved by the Franchisor and Buyer, shall constitute the “Plans and
Specifications” for purposes of this Contract. 
 8.4 Commencement of Construction; Substantial Completion. Seller shall use
commercially reasonable efforts to obtain, or cause the Contractor to obtain, a building permit and all other permits, licenses and approvals of governmental authorities required for the construction, equipping and furnishing of the Hotel in
accordance with the Plans and Specifications and this 
  

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Contract, and, if construction has not already commenced, shall cause the Contractor to commence construction of the Hotel not later than
                                        .
Thereafter, Seller shall diligently pursue construction of the Hotel in accordance with this Contract and shall cause the Contractor to Substantially Complete the Hotel no later than
                                        ,
subject only to delays caused by Force Majeure. Seller shall promptly notify Buyer of each event or condition of Force Majeure and the anticipated delay caused thereby. 
 8.5 Inspections. Buyer shall have the right to inspect the Property to monitor and observe the development and construction of the Hotel. All such inspections shall require reasonable prior notice to Seller and
shall be conducted in a manner that will minimize any interference with the development and construction of the Hotel. Buyer shall indemnify, defend and hold Seller harmless from and against any and all expenses, costs and liabilities (including but
not limited to reasonable attorneys’ fees) for damage or injury to persons or property arising out of or relating to its entry onto the Land for any such inspections. 
 8.6 Punch List. Upon notification from the Contractor that the Hotel is Substantially Completed and ready for inspection, Seller shall prepare a
“punch list” with the assistance of the Architect and the Franchisor. Seller acknowledges that final acceptance of the work on the Hotel shall be made only with the approval of Buyer and the Franchisor. The costs of completing the Punch
List Items that are not completed as of the date of Closing, as reasonably estimated by the Seller with the approval of Buyer, such approval not to be unreasonably withheld, plus fifty percent (50%) of such costs, shall be retained by the Title
Company from the Purchase Price and shall be disbursed to Seller only upon Buyer’s reasonable determination that all of the Punch List Items have been satisfactorily completed. Seller shall correct or complete all Punch List Items, or cause the
same to be corrected or completed, at Seller’s expense, with all diligence and in any event within sixty (60) days after Substantial Completion of the Hotel. 
 8.7 Pre-Opening Program. It is contemplated that certain activities must be undertaken by Buyer and Manager prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the
Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor, Manager and Buyer reasonable access to the Property at least six (6) months in advance of the
Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller, Buyer and Manager
shall develop a mutually-agreed upon pre-opening budget, the costs of the pre-opening items shown thereon to be paid by Seller. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the
pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”). Seller shall also fund all working capital accounts, reserve accounts and other
accounts required under the Franchise Agreement, to be funded before the Effective Time. 
 8.8 Construction Warranty. At the Closing,
Seller shall assign to Buyer all construction warranties with respect to the Hotel, which assignment shall be in form and substance reasonably satisfactory to Buyer, including a warranty by the Contractor, for the period ending not sooner than one
(1) year after the date the Hotel is Substantially Completed, in the form of the warranty attached hereto as Exhibit H (the “Construction Warranty”). 
  


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 8.9 Other Obligations of Seller Before Closing. From and after the date hereof through the Closing
on the Property Seller shall comply with the Existing Management Agreement and the Existing Franchise Agreement and keep the same in full force and effect and shall perform and comply with all of the following subject to and in accordance with the
terms of such agreements: 
 (a) Advise Buyer promptly of any litigation, arbitration, or administrative hearing before any
court or governmental agency concerning or affecting the Hotel which is instituted or threatened after the date of this Contract or if any representation or warranty contained in this Contract shall become false; 
 (b) Not take, or purposefully omit to take, any action that would have the effect of violating any of the representations, warranties,
covenants or agreements of Seller contained in this Contract; 
 (c) Pay or cause to be paid all taxes, assessments and other
impositions levied or assessed on the Property or any part thereof prior to the delinquency date, and comply with all federal, state, and municipal laws, ordinances, regulations and orders relating to the Property; 
 (d) Not sell or assign, or enter into any agreement to sell or assign, or create or permit to exist any lien or encumbrance (other than a
Permitted Exception) on, the Property or any portion thereof; and 
 (e) Not allow any permit, receipt, license, franchise or
right currently in existence with respect to the construction, use, occupancy or maintenance of the Hotel to expire, be canceled or otherwise terminated. 
 (f) Seller shall not, without first obtaining the written approval of Buyer, which approval shall not be unreasonably withheld, enter into any FF&E Leases, Service Contracts, Leases or other contracts or
agreements related to the Hotel, or extend any existing such agreements, unless such agreements (x) can be terminated, without penalty, upon thirty (30) days’ prior notice or (y) will expire prior to the Closing Date. 

8.10 Third Party Consents. Prior to the Closing Date, Seller shall, at its expense, (i) obtain any and all third party consents and
approvals (x) required in order to transfer the Hotel to Buyer, or (y) which, if not obtained, would materially adversely affect the operation of the Hotel and (ii) use best efforts to obtain all other third party consents and
approvals (all of such consents and approvals in (i) and (ii) above being referred to collectively as, the “Third Party Consents”). 
 8.11 Access to Financial Information. Buyer’s representatives shall have access to, and Seller and its affiliates shall cooperate with Buyer and furnish upon request, all financial and other information
relating to the Hotel’s operations to the extent necessary to enable Buyer’s representatives to prepare audited financial statements in conformity with Regulation S-X of the Securities and Exchange Commission (the
“SEC”) and other applicable rules and regulations of 

  

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the SEC and to enable them to prepare a registration statement, report or disclosure statement for filing with the SEC on behalf of Buyer or its Affiliates,
whether before or after Closing and regardless of whether such information is included in the Records to be transferred to Buyer hereunder. Seller shall also provide to Buyer’s representative a signed representation letter in form and substance
reasonably acceptable to Seller sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Hotel. Buyer will reimburse Seller for costs reasonably incurred by Seller to comply with the
requirements of the preceding sentence to the extent that Seller is required to incur costs not in the ordinary course of business for third parties to provide such representation letter. The provisions of this Section shall survive Closing or
termination of this Contract. 
 8.12 Bulk Sales. At Seller’s risk and expense, Seller shall take all steps necessary to comply
with the requirements of a transferor under all bulk transfer laws, if any, that are applicable to the transactions contemplated by this Contract. 
 8.13 Indemnification. If the transactions contemplated by this Contract are consummated as provided herein: 
 (a) Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to
indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and
description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to: 
 (i) any claim made or asserted against Buyer or any of the Property by a creditor of Seller, including any claims based on or alleging a violation of any bulk sales act or other similar laws; 
 (ii) the breach of any representation, warranty, covenant or agreement of Seller contained in this Contract; 
 (iii) any liability or obligation of Seller not expressly assumed by Buyer pursuant to this Contract; 
 (iv) any claim made or asserted by an employee of Seller arising out of Seller’s decision to sell the Property; and 
 (v) the conduct and operation by or on behalf of Seller of the Hotel or the ownership, use or operation of the Property prior to Closing.

 (b) Indemnification of Seller. Without in any way limiting or diminishing the warranties, representations or
agreements herein contained or the rights or remedies available to Seller for a breach hereof, Buyer hereby agrees, with respect to this Contract, to indemnify, defend and hold harmless Seller from and against all losses, judgments, liabilities,
claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating
to: 
 (i) the breach of any representation, warranty, covenant or agreement of Buyer contained in this Contract; 

 

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 (ii) the conduct and operation by Buyer of its business at the Hotel after the Closing;
and 
 (iii) any liability or obligation of Buyer expressly assumed by Buyer at Closing. 
 (c) Indemnification Procedure for Claims of Third Parties. Indemnification, with respect to claims resulting from the assertion of
liability by those not parties to this Contract (including governmental claims for penalties, fines and assessments), shall be subject to the following terms and conditions: 
 (i) The party seeking indemnification (the “Indemnified Party”) shall give prompt written notice to the party or
parties from which it is seeking indemnification (the “Indemnifying Party”) of any assertion of liability by a third party which might give rise to a claim for indemnification based on the foregoing provisions of this Section 8.8,
which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known; provided, however, that no delay on the part of the Indemnified Party in giving notice shall relieve the Indemnifying Party of any obligation
to indemnify unless (and then solely to the extent that) the Indemnifying Party is prejudiced by such delay. 
 (ii) If in any
action, suit or proceeding (a “Legal Action”) the relief sought is solely the payment of money damages, and if the Indemnifying Party specifically agrees in writing to indemnify such Indemnified Party with respect thereto and
demonstrates to the reasonable satisfaction of such Indemnified Party its financial ability to do so, the Indemnifying Party shall have the right, commencing thirty (30) days after such notice, at its option, to elect to settle, compromise or
defend, pursuant to this paragraph, by its own counsel and at its own expense, any such Legal Action involving such Indemnified Party’s asserted liability. If the Indemnifying Party does not undertake to settle, compromise or defend any such
Legal Action, such settlement, compromise or defense shall be conducted in the sole discretion of such Indemnified Party, but such Indemnified Party shall provide the Indemnifying Party with such information concerning such settlement, compromise or
defense as the Indemnifying Party may reasonably request from time to time. If the Indemnifying Party undertakes to settle, compromise or defend any such asserted liability, it shall notify such Indemnified Party in writing of its intention to do so
within thirty (30) days of notice from such Indemnified Party provided above. 
 (iii) Notwithstanding the provisions of
the previous subsection of this Contract, until the Indemnifying Party shall have assumed the defense of the Legal Action, the defense shall be handled by the Indemnified Party. Furthermore, (x) if the 

  

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Indemnified Party shall have reasonably concluded that there are likely to be defenses available to it that are different from or in addition to those
available to the Indemnifying Party; (y) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (z) if a judgment against Buyer, as the Indemnified Party, in the Legal Action will, in the
good faith opinion of Buyer, establish a custom or precedent which will be adverse to the best interest of the continuing business of the Hotel, the Indemnifying Party, shall not be entitled to assume the defense of the Legal Action and the defense
shall be handled by the Indemnified Party, provided that, in the case of clause (z), the Indemnifying Party shall have the right to approve legal counsel selected by the Indemnified Party, such approval not to be unreasonably withheld, delayed or
conditioned. If the defense of the Legal Action is handled by the Indemnified Party under the provisions of this subsection, the Indemnifying Party shall pay all legal and other expenses reasonably incurred by the Indemnified Party in conducting
such defense. 
 (iv) In any Legal Action initiated by a third party and defended by the Indemnified Party (w) the
Indemnified Party shall have the right to be represented by advisory counsel and accountants, at its own expense, (x) the Indemnifying Party shall keep the Indemnified Party fully informed as to the status of such Legal Action at all stages
thereof, whether or not the Indemnified Party is represented by its own counsel, (y) the Indemnifying Party shall make available to the Indemnified Party and its attorneys, accounts and other representatives, all books and records of Seller
relating to such Legal Action and (z) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of such Legal Action. 
 (v) In any Legal Action initiated by a third party and defended by the Indemnifying Party, the Indemnifying Party shall not make
settlement of any claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement
involving injunctive or other equitable relief against Buyer or its respective assets, employees, Affiliates or business, or relief which Buyer reasonably believes could establish a custom or precedent which will be adverse to the best interests of
its continuing business. 
 8.14 Escrow Funds. To provide for the timely payment of any post-closing claims by Buyer against Seller
hereunder, at Closing, the Seller shall deposit an amount equal to Two Hundred Thousand and No/100 Dollars ($200,000.00) (the “Escrow Funds”) shall be withheld from the Purchase Price payable to a Seller and shall be
deposited for a period of one (1) year in an escrow account with the Title Company pursuant to an escrow agreement reasonably satisfactory in form and substance to Buyer and Seller (the “Post-Closing Agreement”), which
escrow and Post-Closing Agreement shall be established and entered into at Closing and shall be a condition to Buyer’s obligations under this Contract. If no claims have been asserted by Buyer against Seller, or all such claims have been
satisfied, within such one-year period, the Escrow Funds deposited by the Seller shall be released to the Seller. 
 8.15 Intentionally
Deleted. 
  

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 ARTICLE IX 
 CONDITIONS FOR CLOSING 
 9.1 Buyer’s Conditions for Closing. Unless otherwise waived in
writing, and without prejudice to Buyer’s right to cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to
strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set
forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to declare this Contract terminated, in
which case the Earnest Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this
Contract. 
 (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be
true and correct in all material respects as if made again on the Closing Date. 
 (b) Buyer shall have received all of the
instruments and conveyances listed in Section 10.2. 
 (c) Seller shall have performed, observed and complied in all
material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. 
 (d) Third Party Consents in form and substance satisfactory to Buyer shall have been obtained and furnished to Buyer. 
 (e) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing Agreement and the parties thereto shall
have entered into the Post-Closing Agreement. 
 (f) The Hotel shall be Substantially Completed. 
 (g) Any existing management agreement and the Existing Franchise Agreement shall have been terminated 
 (h) The Franchisor shall have executed and delivered the Franchise Agreement upon terms and conditions acceptable to Buyer in its sole and
absolute discretion. 
 (i) Buyer shall have obtained an as-built plat of survey of the Property completed, dated within 30
days of the Closing Date and prepared in compliance with the then-current ALTA/ACSM standards for urban properties, and such plat of survey shall not disclose any encroachments, boundary line discrepancies or other survey matters that, in
Buyer’s reasonable judgment, would materially adversely affect the use, operation of value of the Property. 
  

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 (j) Buyer shall have obtained an ALTA owner’s title insurance policy (or, if an ALTA
form of policy is not customarily issued in the state in which the Real Property is located, in the form customarily issued in such state), issued by the Title Company pursuant to the Title Commitment, insuring Buyer’s fee simple ownership in
the Real Property (i) with an effective date as of the Closing Date, (ii) with no exceptions for filed or unfiled mechanics’ and materialmen’s liens, (iii) with no exceptions for encroachments or other matters of survey
unless approved by Buyer and (iv) with no other exceptions to title other than the Permitted Exceptions. 
 9.2 Seller’s
Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Seller’s right to cancel this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions
of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.2, each of which shall be deemed material to this Contract. In
the event of the failure of any of the conditions set forth in this Section 9.2, which condition is not waived in writing by Seller, Seller shall have the right at its option to declare this Contract terminated and null and void, in which case
the remaining Earnest Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein. 
 (a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all
material respects as if made again on the Closing Date. 
 (b) Seller shall have received all of the money, instruments and
conveyances listed in Section 10.3. 
 (c) Buyer shall have performed, observed and complied in all material respects
with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder. 
 ARTICLE X 
 CLOSING AND CONVEYANCE 
 10.1 Closing. Unless otherwise agreed by Buyer and Seller, the Closing on the Property shall occur on the date on which the Hotel opens for
business to the public in accordance with the Franchise Agreement, or as soon as practical thereafter, but in no event later than thirty (30) days after Substantial Completion and opening of the Hotel, provided that all conditions to Closing by
Buyer hereunder have been satisfied. Buyer will provide Seller at least five (5) days prior written notice of the Closing Date selected by Buyer. The date on which the Closing is to occur as provided in this Section 10.1, or such other
date as may be agreed upon by Buyer and Seller, is referred to in this Contract as the “Closing Date” for the Property. The Closing shall be held at 10:00 a.m. at the offices of the Title Company, or as otherwise determined
by Buyer and Seller. Regardless of the closing Date, the Closing shall be effective as of 12:01 a.m. on the date which is the later of (i) the Substantial Completion Date or (ii) the date on which the Hotel opens for business to the public
in accordance with the Franchise Agreement (the “Effective Time”). 
  

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 10.2 Deliveries of Seller. At Closing, Seller shall deliver to Buyer the following, and, as
appropriate, all instruments shall be properly executed and conveyance instruments to be acknowledged in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually agreed upon by Buyer
and Seller prior to such Closing): 
 (a) Deed. A General Warranty Deed conveying to Buyer fee simple title to the Real
Property, subject only to the Permitted Exceptions (the “Deed”). 
 (b) Bills of Sale. A Bill
of sale to Buyer and/or its designated Lessee, conveying title to the tangible Personal Property (other than the alcoholic beverage inventories, which, at Buyer’s election, shall be transferred by Seller to the Manager as holder of the Liquor
Licenses required for operation of the Hotel). 
 (c) Existing Management and Franchise Agreement. The termination of
the Existing Management Agreement and the Existing Franchise Agreement. 
 (d) General Assignments. Assignments of all
of Seller’s right, title and interest in and to all FF&E Leases, Service Contracts and Leases identified on Exhibit C hereto (the “Hotel Contracts”). The assignment shall also be a general assignment and shall
provide for the assignment of all of Seller’s right, title and interest in all Records, Warranties, Licenses, Tradenames, Contracts, Plans and Specs and all other intangible Personal Property applicable to the Hotel. 
 (e) FIRPTA; 1099. A FIRPTA Affidavit or Transferor’s Certificate of Non-Foreign Status as required by Section 1445 of the
Internal Revenue Code and an IRS Form 1099. 
 (f) Title Company Documents. All affidavits, gap indemnity agreements
and other documents reasonably required by the Title Company. At Buyer’s sole expense, Buyer shall have obtained an irrevocable commitment directly from the Title Company (or in the event the Title Company is not willing to issue said
irrevocable commitment, then from such other national title company as may be selected by either Buyer or Seller) for issuance of an Owner’s Policy of Title Insurance to Buyer insuring good and marketable fee simple absolute title to the Real
Property constituting part of the Property, subject only to the Permitted Exceptions in the amount of the Purchase Price. 
 (g) Possession; Estoppel Certificates. Possession of the Property, subject only to rights of guests in possession and tenants pursuant to written leases included in the Leases, and estoppel certificates from tenants under Leases and
the lessors under FF&E Leases in form and substance acceptable to Buyer. 
 (h) Vehicle Titles. The necessary
certificates of titles duly endorsed for transfer together with any required affidavits and other documentation necessary for the transfer of title from Seller to Buyer of any motor vehicles used in connection with the Hotel’s operations.

  

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 (i) Authority Documents. Certified copy of resolutions of the Board of Directors
of Seller authorizing the sale of the Property contemplated by this Contract, and/or other evidence reasonably satisfactory to Buyer and the Title Company that the person or persons executing the closing documents on behalf of Seller have full
right, power and authority to do so, along with a certificate of good standing of Seller from the State in which the Property is located. 
 (j) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Seller, reasonably required by Buyer or the Title Company, or customarily executed in the
jurisdiction in which the Hotel is located, to effectuate the conveyance of property similar to the Hotel, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotel
and Seller will no longer have any rights, titles, or interests in and to the Hotel. 
 (k) Plans, Keys, Records, Etc.
To the extent not previously delivered to and in the possession of Buyer, all Contracts, Plans and Specs, all keys for the Hotel (which keys shall be properly tagged for identification), all Records, including, without limitation, all Warranties,
Licenses, Leases, FF&E Leases and Service Contracts for the Hotel. 
 (l) Closing Statements. Seller’s Closing
Statement, and a certificate confirming the truth of Seller’s representations and warranties hereunder as of the Closing Date. 
 10.3 Buyer’s Deliveries. At Closing of the Hotel, Buyer shall deliver the following: 
 (a) Purchase
Price. The balance of the Purchase Price, adjusted for the adjustments provided for in Section 12.1, below, and less any sums to be deducted therefrom as provided in Section 2.4. 
 (b) Authority Documents. Certified copy of resolutions of the Board of Directors of Buyer authorizing the purchase of the Hotel
contemplated by this Contract, and/or other evidence satisfactory to Seller and the Title Company that the person or persons executing the closing documents on behalf of Buyer have full right, power and authority to do so. 
 (c) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Buyer, reasonably
required by Seller or the Title Company, or customarily executed in the jurisdiction in which the Hotel is located, to effectuate the conveyance of property similar to the Hotel, with the effect that, after the Closing, Buyer will have succeeded to
all of the rights, titles, and interests of Seller related to the Hotel and Seller will no longer have any rights, titles, or interests in and to the Hotel. 
 (d) Closing Statements. Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and
warranties hereunder as of the Closing Date. 
  

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 ARTICLE XI 
 COSTS 
 All Closing costs shall be paid as set forth below: 
 11.1 Seller’s Costs. In connection with the sale of the Property contemplated under this Contract, Seller shall be responsible for all
transfer and recordation taxes, including, without limitation, all transfer, sales, use and bulk transfer taxes or like taxes on or in connection with the transfer of the Real Property and the Personal Property constituting part of the Property
pursuant to the Bill of Sale, in each case except as otherwise provided in Section 12, and all accrued taxes of Seller prior to Closing and income, sales and use taxes and other such taxes of Seller attributable to the sale of the Property to
Buyer. Seller shall be responsible for all costs related to the termination of any existing management agreement and the Existing Franchise Agreement as provided in Article V. Seller shall also be responsible for any fees for the performance of the
property improvement plan review and report by the Franchisor, as well as costs and expenses of its attorneys, accountants, appraisers and other professionals, consultants and representatives. Seller shall also be responsible for payment of all
prepayment penalties and other amounts payable in connection with the pay-off of any liens and/or indebtedness encumbering the Property. Seller shall also be responsible for all Pre-Opening Costs to the extent provided in Section 8.7. Seller
shall pay the sales/use taxes attributed to the transfer of the personal property. Notwithstanding anything contained herein to the contrary, Seller shall, at its sole cost and expense, pay off any financing (whether lease financing or purchase
money financing) of any motor vehicles and/or other FF&E Leases at Closing. 
 11.2 Buyer’s Costs. In connection with the
purchase of the Property contemplated under this Contract, Buyer shall be responsible for the costs and expenses of its attorneys, accountants and other professionals, consultants and representatives. Buyer shall also be responsible for the costs
and expenses in connection with the preparation of any environmental report, any update to the survey and the costs and expenses of preparation of the title insurance commitment and the issuance of the title insurance policy contemplated by Article
IV and the per page recording charges for the Deed (if applicable). 
 ARTICLE XII 
 ADJUSTMENTS 
 12.1 Adjustments.
Unless otherwise provided herein, at Closing, adjustments between the parties of the income and expenses related to the Property shall be made as of the Effective Time, all as set forth below. All of such adjustments and allocations shall be made in
cash at Closing and shall be collected through and/or adjusted in accordance with the terms of the Existing Management Agreement. Except as otherwise expressly provided herein, all apportionments and adjustments shall be made on an accrual basis in
accordance with generally accepted accounting principles. 
 (a) Taxes. All real estate taxes, personal property taxes,
or any other taxes and special assessments (special or otherwise) of any nature upon the Property levied, assessed or pending for the calendar year in which the Closing occurs (including the period prior to 

  

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Closing, regardless of when due and payable) shall be prorated as of the Effective Time and, if no tax bills or assessment statements for such calendar year
are available, such amounts shall be estimated on the basis of the best available information for such taxes and assessments that will be due and payable on the Hotel for the calendar year in which Closing occurs. 
 (b) Utilities. All suppliers of utilities shall be instructed to read meters or otherwise determine the charges owing as of the
Effective Time for services prior thereto, which charges shall be allocated to Seller. Charges accruing after the Effective Time shall be allocated to Buyer. If elected by Seller, Seller shall be given credit, and Buyer shall be charged, for any
utility deposits transferred to and received by Buyer at Closing. 
 (c) Income/Charges. All rents, income and charges
receivable or payable under any Leases and Hotel Contracts applicable to the Property, and any deposits, prepayments and receipts thereunder, shall be prorated between Buyer and Seller as of the Effective Time. 
 (d) Accounts. All working capital accounts, reserve accounts and escrow accounts (including all FF&E accounts), petty cash,
cash in cash registers and cash in vending machines but excluding amounts held in tax and insurance escrow accounts and utility deposits to the extent excluded from the definition of Deposits) held by or on behalf of Seller, the Manager or the
Franchisor with respect to the Hotel shall become the property of Buyer at Closing without Buyer being required to fund the same. Notwithstanding the foregoing, at the Closing, Seller shall receive a credit in an amount equal to all such accounts
funded by Seller before the Closing Date, provided that (i) such accounts were required by the Franchisor or otherwise approved by Buyer (which approval shall not be unreasonably withheld), (ii) Seller shall not receive a credit for any
account to the extent the same is intended to cover Pre-Opening Costs for which Seller is responsible and which have not been paid as of the Closing. 
 (e) Advance Deposits, etc. All income generated by the Hotel, including receipts from guest room or suite rentals, all prepaid rentals, room rental deposits, and all other deposits for advance registration,
banquets or services, whether attributable to the period before the Effective Time or to the period after the Effective Time, shall be credited to Buyer. 
 (f) Other Costs. All other costs attributable to the period before the Effective Time, including the cost of property and liability insurance and all Pre-Opening Costs, shall be allocated to Seller (subject to
the limitations provided in Section 8.7), and all costs attributable to the period after the Effective Time shall be allocated to Buyer. 
 12.2 Reconciliation and Final Payment. Seller and Buyer shall reasonably cooperate after Closing to make a final determination of the allocations and prorations required under this Contract within one hundred eighty (180) days
after the Closing Date. Upon the final reconciliation of the allocations and prorations under this Section, the party which owes the other party any sums hereunder shall pay such party such sums within ten (10) days after the reconciliation of
such sums. The obligations to calculate such prorations, make such reconciliations and pay any such sums shall survive the Closing. 
  

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 12.3 Employees. Unless Buyer or the Manager expressly agrees otherwise, none of the employees of
the Hotel shall become employees of Buyer, as of the Closing Date; instead, if Manager so elects, such employees shall become employees of the Manager or an affiliate of Manager. Seller shall not give notice under any applicable federal or state
plant closing or similar act, including, if applicable, the Worker Adjustment and Retraining Notification Provisions of 29 U.S.C., Section 2102, the parties having agreed that a mass layoff, as that term is defined in 29 U.S.C., 2101(a)(3),
will not have occurred. Any liability for payment of all wages, salaries and benefits, including, without limitation, accrued vacation pay, sick leave, bonuses, pension benefits, COBRA rights, and other benefits accrued or earned by and due to
employees at the Hotel through the Effective Time, together with F.I.C.A., unemployment and other taxes and benefits due with respect to such employees for such period, shall be charged to Seller, in accordance with the Existing Management
Agreement, for the purposes of the adjustments to be made as of the Effective Time. All liability for wages, salaries and benefits of the employees accruing in respect of and attributable to the period from and after Closing shall be charged to
Buyer, in accordance with the New Management Agreement. To the extent applicable, all such allocations and charges shall be adjusted in accordance with the provisions of the any existing management agreement. 
 ARTICLE XIII 
 CASUALTY AND
CONDEMNATION 
 13.1 Risk of Loss; Notice. Prior to Closing and the delivery of possession of the Property to Buyer in accordance
with this Contract, all risk of loss to the Property (whether by casualty, condemnation or otherwise) shall be borne by Seller. In the event that (a) any loss or damage to the Hotel shall occur prior to the Closing Date as a result of fire or
other casualty, or (b) Seller receives notice that a governmental authority has initiated or threatened to initiate a condemnation proceeding affecting the Hotel, Seller shall give Buyer immediate written notice of such loss, damage or
condemnation proceeding (which notice shall include a certification of (i) the amounts of insurance coverages in effect with respect to the loss or damage and (ii) if known, the amount of the award to be received in such condemnation).

 13.2 Buyer’s Termination Right. If, prior to Closing and the delivery of possession of the Property to Buyer in accordance
with this Contract, (a) any condemnation proceeding shall be pending against a substantial portion of the Hotel or (b) there is any substantial casualty loss or damage to the Hotel, Buyer shall have the option to terminate this Contract,
provided Buyer delivers written notice to Seller of its election within twenty (20) days after the date Seller has delivered Buyer written notice of any such loss, damage or condemnation as provided above, and in such event, the Earnest Money
Deposit, and any interest thereon, shall be delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the other under this Contract. In the context of condemnation,
“substantial” shall mean condemnation of such portion of the Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and, in the
context of casualty loss or damage, “substantial” shall mean a loss or damage in excess of One Hundred Thousand and No/100 Dollars ($100,000.00) in value. 
 13.3 Procedure for Closing. If Buyer shall not timely elect to terminate this Contract under Section 13.2 above, or if the loss, damage or condemnation is not substantial, Seller agrees to pay to Buyer at
the Closing all insurance proceeds or condemnation awards which Seller has received as a result of the same, plus an amount equal to the insurance deductible, and assign to 

  

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Buyer all insurance proceeds and condemnation awards payable as a result of the same, in which event the Closing shall occur without Seller replacing or
repairing such damage. In the case of damage or casualty, at Buyer’s election, Seller shall repair and restore the Property to its condition immediately prior to such damage or casualty and shall assign to Buyer all excess insurance proceeds.

 ARTICLE XIV 
 DEFAULT
REMEDIES 
 14.1 Buyer Default. If Buyer defaults under this Contract after the Review Period, and such default continues for
thirty (30) days following written notice from Seller (provided no notice shall extend the time for Closing), then at Seller’s election by written notice to Buyer, this Contract shall be terminated and of no effect, in which event the
Earnest Money Deposit, including any interest thereon, shall be paid to and retained by the Seller as Seller’s sole and exclusive remedy hereunder, and as liquidated damages for Buyer’s default or failure to close, and both Buyer and
Seller shall thereupon be released from all obligations hereunder. 
 14.2 Seller Default. If Seller defaults under this Contract, and
such default continues for thirty (30) days following written notice from Buyer, Buyer may elect, as Buyer’s sole and exclusive remedy, either (i) to terminate this Contract by written notice to Seller delivered to Seller at any time
prior to the completion of such cure, in which event the Earnest Money Deposit, including any interest thereon, shall be returned to the Buyer, and thereafter both the Buyer and Seller shall thereupon be released from all obligations with respect to
this Contract, except as otherwise expressly provided herein; or (ii) to treat this Contract as being in full force and effect by written notice to Seller delivered to Seller at any time prior to the completion of such cure, in which event the
Buyer shall have the right to an action against Seller for specific performance and all other rights and remedies available at law or in equity. 
 14.3 Attorney’s Fees. Anything to the contrary herein notwithstanding, if it shall be necessary for either the Buyer or Seller to employ an attorney to enforce its rights pursuant to this Contract because of the default of the
other party, and the non-defaulting party is successful in enforcing such rights, then the defaulting party shall reimburse the non-defaulting party for the non-defaulting party’s reasonable attorneys’ fees, costs and expenses. 

ARTICLE XV 
 NOTICES

 All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by telecopy, when the
telecopy is transmitted to the party’s telecopy number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next Business Day if not confirmed during normal business
hours, (ii) if hand delivered to a party against receipted copy, when the copy of the notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) Business Days after it is
posted with the U.S. Postal Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return
receipt requested or similarly acknowledged: 
  
  

			
	 If to Buyer:
	  	 Apple Nine Hospitality Ownership, Inc.
 814 E. Main
Street
 Richmond, Virginia 23219
 Attention: Sam
Reynolds
 Fax No.: (804) 344-8129


  

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	 with a copy to:
	  	 Apple Nine Hospitality Ownership, Inc.
 814 E. Main
Street
 Richmond, Virginia 23219
 Attention: Legal
Dept.
 Fax No.: (804) 344-8129

		
	 If to Seller:
	  	 ADH LLC
 c/o Allen Harkins
 5150 Old Hickory Circle
 Marianna, FL 32446
 Fax No.: (850) 526-4225


 Addresses may be changed by the parties hereto by written notice in accordance with this Section.

 ARTICLE XVI 
 MISCELLANEOUS 
 16.1 Performance. Time is of the essence in the performance and satisfaction of each and every
obligation and condition of this Contract. 
 16.2 Binding Effect; Assignment. This Contract shall be binding upon and shall inure to
the benefit of each of the parties hereto, their respective successors and assigns. 
 16.3 Entire Agreement. This Contract and the
Exhibits constitute the sole and entire agreement between Buyer and Seller with respect to the subject matter hereof. No modification of this Contract shall be binding unless signed by both Buyer and Seller. 
 16.4 Governing Law. The validity, construction, interpretation and performance of this Contract shall in all ways be governed and determined in
accordance with the laws of the State of Florida (without regard to conflicts of law principles). 
 16.5 Captions. The captions used
in this Contract have been inserted only for purposes of convenience and the same shall not be construed or interpreted so as to limit or define the intent or the scope of any part of this Contract. 
 16.6 Confidentiality. Except as either party may reasonably determine is required by law (including without limitation laws and regulations
applicable to Buyer or its Affiliates who may be public companies): (i) prior to Closing, Buyer and Seller shall not disclose the existence 

  

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of this Contract or their respective intentions to purchase and sell the Property or generate or participate in any publicity or press release regarding this
transaction, except to Buyer’s and Seller’s legal counsel and lender, Buyer’s consultants and agents, the Manager, the Franchisor and the Title Company and except as necessitated by Buyer’s Due Diligence Examination and/or shadow
management, unless both Buyer and Seller agree in writing and as necessary to effectuate the transactions contemplated hereby and (ii) following Closing, the parties shall coordinate any public disclosure or release of information related to
the transactions contemplated by this Contract, and no such disclosure or release shall be made without the prior written consent of Buyer, and no press release shall be made without the prior written approval of Buyer and Seller. 
 16.7 Closing Documents. To the extent any Closing documents are not attached hereto at the time of execution of this Contract, Buyer and Seller
shall negotiate in good faith with respect to the form and content of such Closing documents prior to Closing. 
 16.8 Counterparts.
This Contract may be executed in counterparts by the parties hereto, and by facsimile signature, and each shall be considered an original and all of which shall constitute one and the same agreement. 
 16.9 Severability. If any provision of this Contract shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid or
unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Contract but shall be confined in its operation to the provision or provisions hereof directly involved in the controversy in which such judgment shall have
been rendered, and this Contract shall be construed as if such provision had never existed, unless such construction would operate as an undue hardship on Seller or Buyer or would constitute a substantial deviation from the general intent of the
parties as reflected in this Contract. 
 16.10 Interpretation. For purposes of construing the provisions of this Contract, the
singular shall be deemed to include the plural and vice versa and the use of any gender shall include the use of any other gender, as the context may require. 
 16.11 (Intentionally Omitted) 
 16.12 Further Acts. In addition to the acts, deeds, instruments and agreements recited herein and contemplated to be performed, executed and delivered by Buyer and Seller, Buyer and Seller shall perform, execute and deliver or cause
to be performed, executed and delivered at the Closing or after the Closing, any and all further acts, deeds, instruments and agreements and provide such further assurances as the other party or the Title Company may reasonably require to consummate
the transaction contemplated hereunder. 
 16.13 Joint and Several Obligations. If Seller consists of more than one person or entity,
each such person or entity shall be jointly and severally liable with respect to the obligations of Seller under this Contract. 
  

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 16.14 Notice of Proposed Listing. In the event that the sale of the Property contemplated by this
Contract is consummated, if at any time during the five (5) year period commencing on the date of execution of this Contract by Buyer and Seller, Seller or any of its Affiliates propose to list for sale any hotel property or properties owned,
acquired, constructed or developed by Seller or its Affiliates and located within a ten (10)-mile radius of any Hotel (any such other hotel property being referred to as an “Other Property”), Seller shall promptly deliver to
Buyer written notice thereof and Buyer shall have the right to see and participate in the offering and/or otherwise make an offer to purchase any such Other Property. 
 [Signatures Begin on Following Page] 
  

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 IN WITNESS WHEREOF, this Contract has been executed, to be effective as of the date first above written, by the Buyer and
Seller. 
  

			
	BUYER:
	
	 APPLE NINE HOSPITALITY OWNERSHIP,
 INC., a
Virginia corporation

		
	By:	 	/s/  David Buckley
	Name: 	 	David Buckley
	Title:	 	Vice President


  

			
	 SELLER:
  
 ADH LLC

		
	By:	 	/s/  Allen Horkins
	Name: 	 	Allen Horkins
	Title:	 	Managing Partner


  

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