Exhibit 10.40



 Exhibit 10.40 
 Pueblo, CO (Hampton Inn & Suites) 
 PURCHASE CONTRACT 
 between 
 BROTHERS HOSPITALITY
DEVELOPMENT, LLC (“SELLER”) 
 AND 
 APPLE NINE HOSPITALITY OWNERSHIP, INC. (“BUYER”) 
 Dated: October 6, 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
	  	6
			
	 2.1
	  	Purchase and Sale	  	6
			
	 2.2
	  	Intentionally Omitted	  	7
			
	 2.3
	  	Purchase Price	  	7
			
	 2.4
	  	Allocation	  	7
			
	 2.5
	  	Payment	  	7
			
	 2.6
	  	Earnest Money Deposit	  	7
			
	ARTICLE III	  	 REVIEW PERIOD
	  	8
			
	 3.1
	  	Review Period	  	8
			
	 3.2
	  	Due Diligence Examination	  	9
			
	 3.3
	  	Restoration	  	9
			
	 3.4
	  	Seller Exhibits	  	9
			
	ARTICLE IV	  	 SURVEY AND TITLE APPROVAL
	  	10
			
	 4.1
	  	Survey	  	10
			
	 4.2
	  	Title	  	10
			
	 4.3
	  	Survey or Title Objections	  	10
			
	ARTICLE V	  	 TERMINATION OF MANAGEMENT AGREEMENT
	  	11
			
	ARTICLE VI	  	 BROKERS
	  	11
			
	ARTICLE VII	  	 REPRESENTATIONS, WARRANTIES AND COVENANTS
	  	11
			
	 7.1
	  	Seller’s Representations, Warranties and Covenants	  	11
			
	 7.2
	  	Buyer’s Representations, Warranties and Covenants	  	15
			
	 7.3
	  	Survival	  	16
			
	ARTICLE VIII	  	 ADDITIONAL COVENANTS
	  	16
			
	 8.1
	  	Subsequent Developments	  	16
			
	 8.2
	  	Operations	  	16
			
	 8.3
	  	Third Party Consents	  	18
			
	 8.4
	  	Employees	  	18

  

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	 8.5
	  	Estoppel Certificates	  	18
			
	 8.6
	  	Access to Financial Information	  	18
			
	 8.7
	  	Bulk Sales	  	19
			
	 8.8
	  	Indemnification	  	19
			
	 8.9
	  	Escrow Funds	  	21
			
	ARTICLE IX	  	 CONDITIONS FOR CLOSING
	  	21
			
	 9.1
	  	Buyer’s Conditions for Closing	  	21
			
	 9.2
	  	Seller’s Conditions for Closing	  	22
			
	ARTICLE X	  	 CLOSING AND CONVEYANCE
	  	23
			
	 10.1
	  	Closing	  	23
			
	 10.2
	  	Deliveries of Seller	  	23
			
	 10.3
	  	Buyer’s Deliveries	  	25
			
	ARTICLE XI	  	COSTS	  	25
			
	 11.1
	  	Seller’s Costs	  	25
			
	 11.2
	  	Buyer’s Costs	  	25
			
	ARTICLE XII	  	 ADJUSTMENTS
	  	26
			
	 12.1
	  	Adjustments	  	26
			
	 12.2
	  	Reconciliation and Final Payment	  	27
			
	 12.3
	  	Employees	  	27
			
	ARTICLE XIII	  	 CASUALTY AND CONDEMNATION
	  	28
			
	 13.1
	  	Risk of Loss; Notice	  	28
			
	 13.2
	  	Buyer’s Termination Right	  	28
			
	 13.3
	  	Procedure for Closing	  	28
			
	ARTICLE XIV	  	 DEFAULT REMEDIES
	  	29
			
	 14.1
	  	Buyer Default	  	29
			
	 14.2
	  	Seller Default	  	29
			
	 14.3
	  	Attorney’s Fees	  	29
			
	ARTICLE XV	  	 NOTICES
	  	29
			
	ARTICLE XVI	  	 MISCELLANEOUS
	  	30
			
	 16.1
	  	Performance	  	30
			
	 16.2
	  	Binding Effect; Assignment	  	30
			
	 16.3
	  	Entire Agreement	  	30
			
	 16.4
	  	Governing Law	  	31

  

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	 16.5
	  	Captions	  	31
			
	 16.6
	  	Confidentiality	  	31
			
	 16.7
	  	Closing Documents	  	31
			
	 16.8
	  	Counterparts	  	31
			
	 16.9
	  	Severability	  	32
			
	 16.10
	  	Interpretation	  	32
			
	 16.11
	  	Time	  	32
			
	 16.12
	  	Further Acts	  	32
			
	 16.13
	  	Joint and Several Obligations	  	32
			
	 16.14
	  	Survival	  	32
			
	 16.15
	  	Assignment	  	32
			
	SCHEDULES:	  		  	

  

					
	EXHIBITS:	  		  	
			
	Exhibit A	  	Legal Description	  	
	Exhibit A-1	  	Lot Line Adjustment	  	
	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	  	Post-Closing Agreement	  	

  

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 PURCHASE CONTRACT 
 This PURCHASE CONTRACT (this “Contract”) is made and entered into as of October 6,
2008, by and between BROTHERS HOSPITALITY DEVELOPMENT, LLC, a Nebraska limited liability company ( “Seller”) with a principal office at 1521 S. 152nd Ave. Circle Omaha, NE 68144, 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 that certain 81 room (including 23 suites) hotel property commonly known as the Hampton Inn & Suites Pueblo-Southgate, located at 3315 Gateway Drive, Pueblo, Colorado,
81004 (the “Hotel”) identified in on Exhibit A attached hereto and incorporated by reference. 
 B. Buyer is desirous
of purchasing the Hotel from Seller, and Seller is desirous of selling the 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: 
 “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 a 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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 “Brand” shall mean Hampton Inn & Suites, the hotel brand or franchise under
which the Hotel operates. 
 “Business Day” shall mean any day other than a Saturday, Sunday or legal holiday in the
Commonwealth of Virginia. 
 “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. 
 “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. 
 “Deed” shall have the meaning set
forth in Section 10.2(a). 
 “Deposits” shall mean, to the extent assignable, all prepaid rents, 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 after closing; 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 real estate taxes in respect of any period prior to Closing and (ii) cash and cash equivalents, accounts receivable attributable to pre-closing operations
and any reserves including, without limitation, reserves for replacement of FF&E and for capital repairs and/or improvements and 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 2.6(a). 
 “Environmental
Requirements” shall have the meaning set forth in Section 7.1(f) 
 “Escrow Agent” shall have the meaning set
forth in Section 2.6(a). 
 “Escrow Agreement” shall have the meaning set forth in Section 2.6(b). 
 “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 to
Seller a franchise to operate the Hotel under the Brand. 
 “Existing Management Agreement” There is no Existing Management
Agreement. 
  

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 “Existing Manager” shall mean Kristen Romero, an employee of Seller. 
 “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 that
are assumed by Buyer. 
 “Financial Statements” shall have the meaning set forth in Section 3.1(b). 
 “Franchisor” shall mean Hilton Hotels Corp. or its affiliate. 
 “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 to 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 2.6(a). 
 “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 post-closing 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.

  

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 “Legal Action” shall have the meaning set forth in Section 8.8(c)(ii). 

“Licenses” shall mean, subject to the approval of Franchisor and any other licensors, permitors, all transferable 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” [There are no liquor licenses]. 
 “Manager” shall mean the management company selected by Buyer to manage the Hotel. 
 “New Franchise Agreement” shall mean the franchise license agreement to be entered into between Buyer and the Franchisor, granting to Buyer a franchise to operate the Hotel under the Brand on and after the Closing Date.

 “New 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. 
 “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. 
 “PIP” shall mean a product improvement plan for any Hotel, as required by the Existing Manager or the Franchisor, if any. 
 “Post-Closing Agreement” shall have the meaning set forth in Section 8.9. 
 “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, 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 or post-closing 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 Lease. 
  

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 “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 of the following which are in the possession or control of Seller: books, records, promotional material, tenant
data, guest history information, 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 Seller’s
possession or control, or to which Seller has access 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.

 “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. 
 “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 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. 
  

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 “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. 
 “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
presently available 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 rights of Seller in reservations of or commitments covering any such use in the future, and (iii) any rights of Seller in 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 Seller’s rights in and to 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.

  

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 2.2 Intentionally Deleted. 
 2.3 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 Eight Million Twenty-five Thousand and No/100 Dollars ($8,025,000.00) (the “Purchase Price”). 
 2.4 Allocation. Buyer and Seller shall attempt to agree, prior to the expiration of the Review Period, 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 affidavits required to be filed in connection with recording of the Deed (as defined below) shall contain Buyer’s allocation. 
 2.5 Payment. The Purchase Price 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 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 8.9. 
 2.6 Earnest
Money Deposit. 
 (a) Upon 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, the Earnest Money Deposit shall, subject to Sections 9.1
and 14.2 below, thereafter become non-refundable. The Initial Deposit, and all interest accrued thereon, shall hereinafter be referred to as the “Earnest Money Deposit.” 
 (b) The Earnest Money Deposit shall be held by Escrow Agent subject to the terms and conditions of this Agreement and 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 hereof, 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. Seller has delivered to Buyer (or has made 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 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 (the “Financial Statements”), and Seller shall
provide to Buyer copies of all income and expense statements generated by 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
Existing Manager. 
 (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)
Existing 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 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 in the possession or control of Seller. 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 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 Hotel 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. 
 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 applicable Hotel and the plans specifications for development of the Hotel. At any time 

  

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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 at Buyer’s sole cost shall have the right to enter upon the Property at all reasonable times after providing written notice to Seller at least 48 hours in advance 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 (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. 
 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. Buyer shall indemnify, defend, protect and
hold the Property, Seller and Seller’s Representatives harmless from and against any cost, damages, liabilities, losses, expenses, liens or claims (including, without limitation, reasonable attorney’s fees, court costs and costs of appeal
and mechanic’s liens) that Seller or Seller’s Representatives may have or incur arising out of or relating to any entry on the Property by Buyer or Buyer’s Representatives in the course of performing the inspections, testings or
inquiries provided for in this Agreement. Buyer and Buyer’s Representatives waive all rights and/or claims that Buyer or Buyer’s Representatives may have against Seller for unsafe conditions on the Property and hereby accept all risks
associated with entry thereon. The foregoing indemnity shall survive beyond the closing and the delivery and recording of a deed or if the purchase or sale of the Property is not consummated, beyond the termination of this Agreement. 
 3.4 Seller Exhibits. Buyer shall have until the end of the Review Period to review and approve the information on Exhibits B, C, D, E and F. In
the event Buyer does not approve any such Exhibit or the information contained therein, Buyer shall be entitled to terminate this Contract by written notice to Seller delivered prior to the end of the Review Period and the Earnest Money Deposit
shall be returned to Buyer with all interest thereon and both parties shall be relieved of all rights, obligations and liabilities hereunder except for the parties’ obligations pursuant to Sections 3.3 and 16.6. 
  

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 ARTICLE IV 
 SURVEY AND TITLE APPROVAL 
 4.1 Survey. Seller has delivered or will deliver within two
business days of the date of this Agreement to Buyer true, correct and complete copies of the most recent surveys of the Real Property. In the event that an update of the survey or a new survey (such updated or new surveys being referred to as the
“Survey”) are desired by Buyer, then Buyer shall be responsible for all costs related thereto. 
 4.2 Title.
Seller has delivered to Buyer its existing title insurance policy, including copies of all documents referred to therein, for its Real Property. Buyer’s obligations under this Contract are conditioned upon Buyer being able to obtain for each
Property (i) a Commitment for Title Insurance (each, a “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. Within a reasonable time period following receipt by Buyer, 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 other than Permitted Exceptions 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. 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 its 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 

  

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omitted in the state in which the applicable 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) are hereinafter referred to as the “Permitted Exceptions.” Permitted Exceptions shall include, but not be limited to, the lien for real estate taxes
levied in 2008. In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness, 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. 
 ARTICLE
V 
 MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT 
 At or prior to the Closing, Seller shall terminate 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 New 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 agreement, whether oral or written, related to the management of the Hotel.
Seller and Buyer 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. 
 ARTICLE VI 
 BROKERS 

Seller and Buyer each represents and warrants to the other that, except for HREC Investment Advisors (or its affiliate) for who’s fees and
commissions Seller shall be solely responsible, it has not engaged any broker, finder or other party in connection with the transaction contemplated by this Contract. 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 limited liability company
duly formed, validly existing and in good standing in the State of Nebraska. 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 performance by Seller of this Contract, except as set forth in Exhibit D, and this
Contract is hereby binding and enforceable against Seller. Neither the execution nor the 

  

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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 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. Neither 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. A complete list of all FF&E Leases, Service Contracts and Leases used in or otherwise relating to the operation and
business of the Hotel is attached hereto as Exhibit C-1, and, to Seller’s knowledge, a complete list of all other FF&E Leases, Service Contracts and Leases used in or otherwise relating to the operation and business of the Hotel is
attached hereto as Exhibit C-2. The assets constituting the Property to be conveyed to Buyer hereunder constitute all of the property and assets of Seller used in connection with the operation and business of the Hotel. There are 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) to Seller’s knowledge, binding upon the Hotel, 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 disclosed on Exhibit C or to be delivered to Buyer pursuant to Section 3.1. The Service Contracts, Leases, Warranties and FF&E Leases disclosed on Exhibit C or to be delivered to Buyer pursuant
to Section 3.1 are in full force and effect, and no default has occurred and is continuing thereunder and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default. No party has any
right or option to acquire the Hotel or any portion thereof, other than Buyer. 
 (e) Pending Claims. There are no: (i) claims,
demands, litigation, proceedings or to the knowledge of Seller governmental investigations pending or threatened against Seller, the Existing 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 

  

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judicial proceedings or orders with respect to obligations under city, state or federal civil or human rights or antidiscrimination laws or executive orders
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, (i) during Seller’s possession of the Land 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 to Seller’s knowledge is pending or threatened, (v) there is not currently and, to Seller’s 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 FF&E subject to the FF&E Leases and any applicable 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 incurred to date have been paid. 
 (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. 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 except as set forth in Exhibit D. 
 (j) Financial Statements. Seller has delivered or will deliver or make available copies of all prior and current Financial Statements for the Hotel. 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 in connection with its ownership and operation of the Hotel, and there are no independent audits or financial statements prepared by third parties relating to the operation of the Hotel other than the
Financial Statements, all of which have been or will be 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, to the knowledge of Seller, has at all times been operated in
accordance with all applicable laws, rules, regulations, ordinances and codes. 
 (m) Existing Franchise Agreement. Seller has
furnished to Buyer true and complete copies of 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
the Existing Franchise Agreement. The Improvements comply with, and the Hotel is being operated in accordance with, all requirements of such 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 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. Seller represents, covenants and
warrants that there is no management agreement in effect for the Hotel. 
 (n) Construction of Hotel. 
 (i) To the best of Seller’s knowledge, the Hotel has been constructed in a good and workmanlike manner without encroachments and in
accordance in all material respects with the Contracts, Plans and Specs, and all building permits and certificates of occupancy therefor and all applicable zoning, platting, subdivision, health, safety and similar laws, rules, regulations,
ordinances and codes. 
 (ii) The Seller is selling the Property in “AS IS” condition. 
 (iii) Necessary easements for ingress and egress, drainage, signage and utilities serving the Hotel have either been dedicated to the
public, conveyed to the appropriate utility or will be conveyed to Buyer along with the Property. 
 7.2 Buyer’s Representations,
Warranties and Covenants. Buyer represents, warrants and covenants to Seller as follows: 
 (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. 
  

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 (b) Bankruptcy. Buyer is not insolvent nor the subject of any bankruptcy proceeding, receivership
proceeding or other insolvency, dissolution, reorganization or similar proceeding. 
 (c) Buyer acknowledges that except as to those
representations and warranties made and given by Seller as expressly set forth in this Agreement, no other representations or warranties have been made and that the Property is being purchased on an “AS IS, with all faults” basis. SELLER
MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PHYSICAL CONDITION OF THE FF&E AND IMPROVEMENTS INCLUDING, WITHOUT LIMITATION, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. BUYER IS ACQUIRING THE PROPERTY FOR COMMERCIAL OR BUSINESS
PURPOSES, HAS KNOWLEDGE AND EXPERIENCE AND FINANCIAL AND BUSINESS MATTERS THAT ENABLE BUYER TO EVALUATE THE MERITS AND RISKS OF THE TRANSACTIONS HEREIN CONTEMPLATED, AND HAS BARGAINED FOR AND OBTAINED A PURCHASE PRICE AND AGREEMENT ON TERMS WHICH
MAKE THE LIMITATIONS OF BUYER’S RECOURSE AGAINST SELLER ACCEPTABLE. 
 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 two (2) years and shall not be deemed to merge into or be waived by
the Deed or any other closing documents. 
 ARTICLE VIII 
 ADDITIONAL COVENANTS 
 8.1 Subsequent Developments. After the date of this Contract and until
the Closing Date, Seller shall use 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 Operations. From and after the date
hereof through the Closing on the Property, Seller shall comply with 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) Continue to maintain the Property generally in accordance with past practices of Seller and pursuant to and in
compliance with the Existing Franchise Agreement, including, without limitation, (i) using reasonable efforts to keep available the services of all present employees at the Hotel and to preserve its relations with guests, suppliers and other
parties doing business with Seller with respect to the Hotel, (ii) accepting booking contracts for the use of the Hotel’s facilities retaining such bookings in accordance with the terms of the Existing Franchise Agreement,
(iii) maintaining the current level of advertising and other promotional activities for the Hotel’s facilities, (iv) maintaining the present level of insurance with respect to the Hotel in full force and effect until the Closing Date
for the Hotel and (v) remaining in compliance in all material respects with all current Licenses; 
  

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 (b) Keep, observe, and perform in all material respects all its obligations under and pursuant to the
Leases, the Service Contracts, the FF&E Leases, the Existing Franchise Agreement, the Contracts, Plans and Specs, the Warranties and all other applicable contractual arrangements relating to the Hotel; 
 (c) Not cause or permit the removal of FF&E from the Hotel except for the purpose of discarding worn and valueless items that have been replaced with
FF&E of equal or better quality; timely make all repairs, maintenance, and replacements to keep all FF&E and all other Personal Property and all Real Property in good operating condition; keep and maintain the Hotel in a good state of repair
and condition, reasonable and ordinary wear and tear excepted; and not commit waste of any portion of the Hotel; 
 (d) Maintain the levels
and quality of the Personal Property generally at the levels and quality existing on the date hereof and keep merchandise, supplies and inventory adequately stocked, consistent with good business practice, as if the sale of the Hotel hereunder were
not to occur, including, without limitation, maintaining linens and bath towels at least at a 2-par level for all suites or rooms of the Hotel; 
 (e) 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; 
 (f) 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; 
 (g) Pay or cause to be paid all taxes, assessments and other impositions levied or assessed on the Hotel 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 Hotel; 
 (h) 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 
 (i) Not allow any permit, receipt, license,
franchise or right currently in existence with respect to the operation, use, occupancy or maintenance of the Hotel to expire, be canceled or otherwise terminated. 
 Seller shall promptly furnish to Buyer copies of all new, amended or extended FF&E Leases, Service Contracts, Leases and other contracts or agreements (other than routine hotel room bookings entered into in the
ordinary course of business) relating to the Hotel and entered into by Seller prior to Closing. Buyer shall have the right to extend the Review Period for a period of five (5) Business Days in order to review any of the foregoing that are not
received by Buyer at least five (5) Business Days prior to the expiration of the Review Period. Seller shall 

  

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not, without first obtaining the written approval of Buyer, which approval shall not be unreasonably withheld, enter into any new 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. 
 8.3 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, including, without
limitation, all consents and approvals referred to on Exhibit D 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”). Notwithstanding the foregoing, the parties acknowledge that it is Buyer’s responsibility to obtain the New Franchise Agreement and that the existing Franchise Agreement is
not transferable. 
 8.4 Employees. Upon reasonable prior notice to Seller by Buyer, Buyer and its employees, representatives and
agents shall have the right to communicate with Seller’s staff, including without limitation the Existing Manager, the director of sales, the engineering staff and other key management employees of the Hotel, at any time before Closing. Buyer
shall not interfere with the operations of the Hotel while engaging in such communication in a manner that materially adversely affects the operation of any Property or the Existing Management Agreements. 
 8.5 Estoppel Certificates. Seller shall obtain from (i) each tenant under any Lease affecting the Hotel (but not from current or prospective
occupants of hotel rooms and suites within the Hotel) and (ii) each lessor under any FF&E Lease for the Hotel identified by Buyer as a material FF&E Lease, the estoppel certificates substantially in the forms provided by Buyer to Seller
during the Review Period, and deliver to Buyer not less than five (5) days before the Closing. 
 8.6 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
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 each 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 letters. The provisions of this Section shall survive Closing or termination of this Contract. 
  

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 8.7 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. 
 8.8 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 its Hotel or the ownership, use or operation of its 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 and Seller’s agents, personal representatives, members, managers,
heirs, 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 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; 
 (ii) the conduct and operation by Buyer or on behalf
of Buyer of the Hotel or the ownership, use or operation of the Property after the Closing; and 
 (iii) any liability or
obligation of Buyer expressly assumed by Buyer at Closing. 
  

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 (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 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. 
  

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 (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. 
 8.9 Escrow Funds. To provide for the timely payment of any post-closing claims by Buyer against Seller
hereunder, at Closing, Seller shall deposit an amount equal to One Hundred Thousand and No/100 Dollars ($100,000.00) (the “Escrow Funds”) which shall be withheld from the Purchase Price payable to 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 substantially similar to Exhibit H attached hereto (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 during such period, or all such claims have been satisfied, within such 1-year period, the Escrow Funds deposited by Seller shall be released to Seller together with interest accrued thereon. 
 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 unless due to the default of Buyer, 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 

  

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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 Existing Franchise Agreement shall have been terminated. 
 (g) Buyer and the Franchisor shall have executed and delivered the New Franchise Agreement, in each case upon terms and conditions acceptable to Buyer in
its sole and absolute discretion. 
 (h) The boundary line adjustment between Lot 12 and Lots 10 and 11, substantially in accordance with
that property line shown on the plat attached hereto as Exhibit A-1, shall have been completed and duly approved by the City of Pueblo. The Access Easement described in Exhibit A shall have been granted to the Seller as the owner of Lot 12 at
closing, the form of which to be agreed upon on or before Closing. 
 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, unless due to the default of Buyer, 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. 
  

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 (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. 
 (d) The
boundary line adjustment between Lot 12 and Lots 10 and 11, substantially in accordance with that property line shown on the plat attached hereto as Exhibit A-1, shall have been completed and duly approved by the City of Pueblo. The Access
Easement described in Exhibit A shall have been granted to the Seller as the owner of Lot 12 at closing, the form of which to be agreed upon on or before Closing. 
 ARTICLE X 
 CLOSING AND CONVEYANCE 
 10.1 Closing. Unless otherwise agreed by Buyer and Seller, the Closing on the Property shall occur on a date selected by Buyer that is not later
than November 7, 2008 provided that all conditions to Closing by Buyer hereunder have been satisfied, including, without limitation, Buyer’s receipt of the New Franchise Agreement. 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. Notwithstanding the foregoing or anything to the contrary contained herein, if Closing has not occurred prior to November 30, 2008, either party may terminate this Agreement by providing
written notice thereof to the other party provided that the terminating party is not at that time in default under the terms of this Agreement. If the failure of the condition to be satisfied which would result in the Closing of the transaction is
caused by the actual breach of the non-terminating party as to its obligations hereunder, the terminating party, notwithstanding the termination of this Agreement, may subject to Article 14 pursue its default remedies. 
 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 Special Warranty Deed conveying to Buyer fee simple title to the Real Property, subject only to the Permitted Exceptions (the
“Deed”). 
 (b) Bills of Sale. Bills of sale to Buyer and/or its designated Lessee, conveying title to the
tangible Personal Property. 
  

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 (c) Existing Franchise Agreements. The termination of 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 or assignment of leases from Seller to Buyer of any motor vehicles used in connection with the Hotel’s operations. 
 (i) Authority Documents. Certified copy of resolutions of the Members 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. 
  

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 (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 2.5. 
 (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. 
 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, mansion, sales, use or bulk transfer taxes or like taxes on or in connection with the transfer of the Real Property (including the Deed), 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
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. 
 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 

  

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report, conduct of any inspection review of records or testing, 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 and clerk’s fee for the Deed (if applicable). Buyer shall also be responsible for any fees for the performance of the
property improvement plan (PIP) review and report by the Franchisor and to obtain the New Franchise Agreement and New Management Agreement. 
 ARTICLE XII 
 ADJUSTMENTS 
 12.1 Adjustments. Unless otherwise provided herein, at Closing, adjustments between the parties shall be made as of 12:01 a.m. on the Closing Date (the “Cutoff Time”), with the income
and expenses accrued prior to the Closing Date being allocated to Seller and the income and expenses accruing on and after the Closing Date being allocated to Buyer, 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 this 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. Buyer and Seller shall mutually determine the apportionments, allocations, prorations and adjustments as of the Cutoff Time. 
 (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 Closing, regardless of when due and payable) shall be prorated as of the Cutoff 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 Closing Date for
services prior thereto, which charges shall be allocated to Seller. Charges accruing after Closing 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 (other than room 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 Cutoff Time. 
 (d) Intentionally Deleted. 
 (e)
Guest Ledger. Subject to (f) below, all accounts receivable of registered guests at the Hotel who have not checked out and were occupying rooms as of the Cutoff Time, shall be prorated as provided herein. 
 (f) Room Rentals. All receipts from guest room rentals and other suite revenues for the night in which the Cutoff Time occurs shall belong to
Seller, but Seller shall provide Buyer credit at Closing equal to the reasonable expenses to be incurred by Buyer to clean such guests’ rooms. 
  

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 (g) Advance Deposits. All prepaid rentals, room rental deposits, and all other deposits for
advance registration, banquets or future services to be provided on and after the Closing Date shall be credited to Buyer. 
 (h) Accounts
Receivable. To the extent not apportioned at Closing and subject to (e) and (f) above, all accounts receivable and credit card claims as of the Cutoff Time shall remain the property of Seller, and Seller and Buyer agree that the monies
received from debtors owing such accounts receivable balances after Closing shall be applied as expressly provided in such remittance, or if not specified then to the Seller’s outstanding invoices to such account debtors in chronological order
beginning with the oldest invoices, and thereafter, to Buyer’s account. 
 (i) Accounts Payable. To the extent not apportioned at
Closing, any indebtedness, accounts payable, liabilities or obligations of any kind or nature related to Seller or the Property for the periods prior to the Cutoff Time shall be retained by Seller and promptly allocated to Seller and evidence
thereof shall be provided to Buyer, and Buyer shall not be or become liable therefor, except as expressly assumed by Buyer pursuant to this Contract, and invoices received in the ordinary course of business prior to Closing shall be allocated to
Seller at Closing. 
 (j) Restaurants, Bars, Machines, Other Income. All monies received in connection with banquet and similar and
other services at the Hotel (other than amounts due from any guest and included in room rentals) prior to the close of business for each such operation for the night in which the Cutoff Time occurs shall belong to Seller, and all other receipts and
revenues (not previously described in this Section 12.1) from the operation of any department of the Hotel shall be prorated between Seller and Buyer at Closing. 
 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
twenty (120) 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. 
 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, such employees, if they so choose to
be employed, shall become employees of the 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 

  

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through the Cutoff 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 for the purposes of the adjustments to be made as of the Cutoff Time. All liability for wages, salaries and benefits of the employees accruing in respect of and attributable to the period from and after the Cutoff Time 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 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 a 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 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 insurable, 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. 
  

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 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. Seller and Buyer agree that it would be extremely difficult or impractical to fix the actual damages to Seller in such event and that the payment
of liquidated damages and the release of Seller from its obligations to sell the Property to Buyer is a reasonable remedy. Such remedy is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Seller.
Notwithstanding the receipt of liquidated damages, Seller shall also have the right to enforce Buyer’s obligations to indemnify, defend and hold Seller harmless under this Agreement as well as Buyer’s waivers and releases set forth in This
Agreement. 
 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 that 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 the defaulting Seller for damages, specific performance and all other rights and remedies available at law or in equity. Provided, however, that any such suit for specific performance must be filed within 120 days after default.

 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 

  

 29 








 
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: Nelson
Knight
 Fax No.: (804) 344-8129

		
	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:	  	 Brothers Hospitality Development, LLC
 1521 S. 152
nd Ave. Circle
 Omaha, NE 68144
 Attention: Michael Strohman
 Fax No.:
(        )         -        

		
	with a copy to:	  	 Kelley, Scritsmier & Byrne, P.C.
 221 West 2nd
Street, Suite 100
 North Platte, NE 69103
 Attention: James
McClymont
 Fax No.: (308) 534-0248


 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. 
  

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 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 Colorado (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 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 Existing 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. Furthermore, Buyer shall be as discrete as reasonably possible in the performance of Buyer’s due diligence during the Review Period with regard disclosing to staff
members at the hotel of the possibility of the sale of the hotel. Seller shall identify the names and contact information of staff members at the hotel who will be assisting Buyer. Buyer shall keep all material provided or made available to Buyer by
Seller and all materials generated by Buyer in the course of conducting its inspections, review of books and records and other due diligence activities relating to the Property (including, without limitation, matters relating to the environmental
condition of the Property), whether obtained through documents, oral or written communications or otherwise in the strictest confidence and will not, prior to Closing, disclose any such information to any person other than (i) those employees
and agents of Buyer who are actively and directly participating in the evaluation of the Property and the negotiation and execution of this Agreement; and (ii) governmental, administrative, regulatory or judicial authorities in the
investigation of the compliance of the Property with applicable legal requirements (provided, however, Buyer expressly covenants and agrees that it will not prior to the Closing disclose any Code compliance, environmental or other regulatory matters
to governmental or other authorities, or any tenants or other persons without the express prior written approval by Seller). The provisions of this Section 16.6 shall survive the Closing of this Agreement. 
 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. 
  

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 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 Time. Where performance, the giving of notice, or other act is required to occur within “X” days from and after or following a
date certain, and the “Xth” day occurs on a day other than a business day, then the date for performance, notice or other act shall automatically be extended until the next business day. 
 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. 
 16.14 Survival. The provisions of Section 8.8 shall survive the Closing of this Agreement and shall not be deemed to merge into or be waived
by the deed or any other Closing documents. 
 16.15 Assignment. Buyer may assign Buyer’s rights under this Agreement to purchase
the Property prior to Closing to an entity controlled by or affiliated with Buyer provided, however, that any such assignment shall not relieve Buyer of Buyer’s obligations hereunder. 
 [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. 
  

			
	SELLER:
	
	 BROTHERS HOSPITALITY DEVELOPMENT,
 LLC, a
Nebraska limited liability company

		
	By:	 	 /s/    J. Daniel Keenan

	Name:	 	J. Daniel Keenan
	Title:	 	Member


  

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

		
	By:	 	 /s/    Justin G. Knight

	Name:	 	Justin G. Knight
	Title:	 	President


  

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