UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM
10-K/A

Amendment
No. 1



[X] ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the
fiscal year ended January 31, 2015.



[  ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the
transition period from                            to
                           .



Commission
File No. 1-7062



INNSUITES
HOSPITALITY TRUST

(Exact
Name of Registrant as Specified in Its Charter)



|Ohio                                                                                                                                   |  | 34-6647590                                
|-------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------
|(State
or Other Jurisdiction of
Incorporation or Organization)                                                                         |  | (I.R.S.
    EmployerIdentification Number)
|                                                                                                                                       |  |                                           
|InnSuites
                                         Hotels Centre, 1625 E. Northern Avenue,
        Suite
        105, Phoenix, Arizona |  | 85020                                     
|(Address
    of Principal Executive Offices)                                                                                           |  | (ZIP
    Code)                            



Registrant’s
Telephone Number, including area code: (602) 944-1500



Securities
registered pursuant to Section 12(b) of the Act:



|Title
    of Each Class                               |  | Name
    of Exchange on Which Registered
|----------------------------------------------------- |  | ----------------------------------------
|Shares
    of Beneficial Interest, 
without par value |  | NYSE
    MKT                            



Securities
registered pursuant to Section 12(g) of the Act: None



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ]
No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [  ]
No [X]



Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]



Indicate
by check mark whether the registrant has submitted electronically and posted on its Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period
that the registrant was required to submit and post such files). Yes [X] No [  ]



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.



|Large
    Accelerated Filer [  ] | Accelerated
    Filer [  ]                        | Non-Accelerated
    Filer [  ] | Smaller
    Reporting Company [X]
|-------------------------------- | ------------------------------------------------- | ------------------------------ | ---------------------------------
|                                 | (Do
    not check if a smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No
[X]



Aggregate
market value of Shares of Beneficial Interest held by non-affiliates of the registrant as of July 31, 2014, based upon the closing
sales price of the registrant’s Shares of Beneficial Interest on that date, as reported on the NYSE MKT: $4,439,665.



Number
of Shares of Beneficial Interest outstanding as of May 25, 2015: 8,269,343.



Documents
incorporated by reference: None.


















EXPLANATORY
NOTE



InnSuites
Hospitality Trust (the “Trust”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend
its Annual Report on Form 10-K for the fiscal year ended January 31, 2015 (or “fiscal year 2015”), filed with the
Securities and Exchange Commission (the “SEC”) on April 30, 2015 (the “Original 10-K”).



This
Amendment is being filed to amend the Original 10-K to include the information required by Items 10 through 14 of Part III of
Form 10-K. This Amendment also amends the cover page of the Original 10-K to (i) delete the reference in the Original 10-K to
the incorporation by reference of the definitive Proxy Statement for our 2015 Annual Meeting of Shareholders (the “2015
Annual Meeting”) and (ii) update the number of our outstanding Shares of Beneficial Interest (referred to as “Shares”
or “Shares of Beneficial Interest”). In addition, Item 15 of Part IV of the Original 10-K is amended to include the
certifications specified in Rule 13a-14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), required
to be filed with this Amendment. Except for the addition of the Part III information and updates to the cover page, no other changes
have been made to the Original 10-K. This Amendment does not modify or update disclosures in the Original 10-K affected by subsequent
events. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and with the Trust’s filings
with the SEC subsequent to the filing of the Original Form 10-K.



2







FORWARD-LOOKING
STATEMENTS



Certain
statements in the Original Form 10-K and this Amendment, including statements containing the phrases “believes,” “intends,”
“expects,” “anticipates,” “predicts,” “projects,” “will be,” “should
be,” “looking ahead,” “may” or similar words, constitute “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. We intend that such forward-looking statements be subject to the safe harbors created by such Acts. These forward-looking
statements include statements regarding our intent, belief or current expectations, those of our Board of Trustees or our officers
in respect of (i) the declaration or payment of dividends; (ii) the leasing, management or operation of the Hotels; (iii) the
adequacy of reserves for renovation and refurbishment; (iv) our financing plans; (v) our position regarding investments, acquisitions,
developments, financings, conflicts of interest and other matters; (vi) our plans and expectations regarding future sales of hotel
properties; and (vii) trends affecting our or any Hotel’s financial condition or results of operations.



These
forward-looking statements reflect our current views in respect of future events and financial performance, but are subject to
many uncertainties and factors relating to the operations and business environment of the Hotels that may cause our actual results
to differ materially from any future results expressed or implied by such forward-looking statements. Examples of such uncertainties
include, but are not limited to:



| | ● | local,
    national or international economic and business conditions, including, without limitation, conditions that may, or may continue
    to, affect public securities markets generally, the hospitality industry or the markets in which we operate or will operate;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                            
| | ● | fluctuations
    in hotel occupancy rates;                                                                                                                                                                                                                                 
| |   |                                                                                                                                                                                                                                                                            
| | ● | changes
    in room rental rates that may be charged by InnSuites Hotels in response to market rental rate changes or otherwise;                                                                                                                                           
| |   |                                                                                                                                                                                                                                                                            
| | ● | seasonality
    of our business;                                                                                                                                                                                                                                           
| |   |                                                                                                                                                                                                                                                                            
| | ● | our
    ability to sell any of our Hotels at market value, listed sale price or at all;                                                                                                                                                                                    
| |   |                                                                                                                                                                                                                                                                            
| | ● | interest
    rate fluctuations;                                                                                                                                                                                                                                            
| |   |                                                                                                                                                                                                                                                                            
| | ● | changes
    in, or reinterpretations of, governmental regulations, including, but not limited to, environmental and other regulations,
    the ADA and federal income tax laws and regulations;                                                                            
| |   |                                                                                                                                                                                                                                                                            
| | ● | competition;                                                                                                                                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                            
| | ● | availability
    of credit or other financing;                                                                                                                                                                                                                             
| |   |                                                                                                                                                                                                                                                                            
| | ● | our
    ability to meet present and future debt service obligations                                                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                            
| | ● | our
    ability to refinance or extend the maturity of indebtedness at, prior to, or after the time it matures;                                                                                                                                                            
| |   |                                                                                                                                                                                                                                                                            
| | ● | any
    changes in our financial condition or operating results due to acquisitions or dispositions of hotel properties;                                                                                                                                                   
| |   |                                                                                                                                                                                                                                                                            
| | ● | insufficient
    resources to pursue our current strategy;                                                                                                                                                                                                                 
| |   |                                                                                                                                                                                                                                                                            
| | ● | concentration
    of our investments in the InnSuites Hotels® brand;                                                                                                                                                                                                       



3







| | ● | loss
    of membership contracts;                                                                                                                              
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                
| | ● | the
    financial condition of franchises, brand membership companies and travel related companies;                                                            
| |   |                                                                                                                                                                
| | ● | our
    ability to develop and maintain positive relations with “Best Western Plus” or “Best Western” and
    potential future franchises or brands;           
| |   |                                                                                                                                                                
| | ● | real
    estate and hospitality market conditions;                                                                                                             
| |   |                                                                                                                                                                
| | ● | hospitality
    industry factors;                                                                                                                              
| |   |                                                                                                                                                                
| | ● | our
    ability to carry out our strategy, including our strategy regarding IBC Hotels;                                                                        
| |   |                                                                                                                                                                
| | ● | the
    Trust’s ability to remain listed on the NYSE MKT;                                                                                                      
| |   |                                                                                                                                                                
| | ● | effectiveness
    of the Trust’s software program;                                                                                                             
| |   |                                                                                                                                                                
| | ● | the
    need to periodically repair and renovate our Hotels at a cost at or in excess of our standard 4% reserve;                                              
| |   |                                                                                                                                                                
| | ● | our
    ability to cost effectively integrate any acquisitions with the Trust in a timely manner;                                                              
| |   |                                                                                                                                                                
| | ● | increases
    in the cost of labor, energy, healthcare, insurance and other operating expenses as a result of changed or increased regulation
    or otherwise;
| |   |                                                                                                                                                                
| | ● | terrorist
    attacks or other acts of war;                                                                                                                    
| |   |                                                                                                                                                                
| | ● | outbreaks
    of communicable diseases attributed to our hotels or impacting the hotel industry in general;                                                    
| |   |                                                                                                                                                                
| | ● | natural
    disasters including adverse climate changes in the areas where we have or serve hotels;                                                            
| |   |                                                                                                                                                                
| | ● | airline
    strikes;                                                                                                                                           
| |   |                                                                                                                                                                
| | ● | transportation
    and fuel price increases;                                                                                                                   
| |   |                                                                                                                                                                
| | ● | adequacy
    of insurance coverage;                                                                                                                            
| |   |                                                                                                                                                                
| | ● | data
    breaches or cyber security attacks; and                                                                                                               
| |   |                                                                                                                                                                
| | ● | loss
    of key personnel.                                                                                                                                     



We
do not undertake any obligation to update publicly or revise any forward-looking statements whether as a result of new information,
future events or otherwise except as may be required by law. Pursuant to Section 21E(b)(2)(E) of the Securities Exchange Act of
1934, as amended, the qualifications set forth hereinabove are inapplicable to any forward-looking statements in the Original
Form 10-K and this Amendment relating to the operations of the Partnership.



4







PART
III



Item
10. TRUSTEES, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



Trustees
and Executive Officers



The
following table sets forth information about our Trustees and executive officers. The information concerning our Trustees and
executive officers set forth below is based in part on information received from the respective Trustees and executive officers
and in part on our records. The information below sets forth the name, age, term of office, outside directorships and principal
business experience for each Trustee and executive officer of the Trust and includes the specific experience, qualifications,
attributes and skills that led to the conclusion that each Trustee should serve on our Board of Trustees, in light of the Trust’s
business and structure.



|Name                                                               |  | Principal
    Occupations During PastFive Years, Age as of May 28, 2015and Directorships Held                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | TrusteeSince                                           
|------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------------------------------------
|                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                                        
|Trustees
    Whose Terms Expire in 2017                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                                        
|                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                                        
|Pamela
                                         J. Barnhill        |  | Vice
                                         Chairperson of the Board of Trustees since March 24, 2014 and President and Chief Operating
                                         Officer of the Trust since February 1, 2012. Ms. Barnhill joined the Trust in 2002 as
                                         General Manager and progressed with the Trust through roles in revenue management, operations,
                                         sales and trademark licensing. Prior to joining the Trust, Ms. Barnhill’s career
                                         included roles with Motorola Semiconductor, Franchise Finance Corporation of America
                                         (FFCA) and Pittiglio, Rabin, Todd & McGrath (PRTM) Management Consulting. She has
                                         served as a Board Member for the Independent Lodging Industry Association since 2011.
                                         She earned a Masters of Business Administration (MBA) from Carnegie Mellon University,
                                         and a Bachelor of Arts in Economics and Mathematics cum laude with honors from the University
                                         of Arizona. Age: 41.
        
        Ms.
        Barnhill has extensive knowledge and expertise in sales, marketing and our operations. As President of the Trust and leading
        the IBC Hotels efforts, Ms. Barnhill brings a unique perspective to our Board of Trustees. |  | March
    24, 2014                                     
|                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                                        
|Cynthia
                                         Ketcherside(1)(2) |  | Ms.
                                         Ketcherside has more than 25 years of executive management experience. Experience evolved
                                         from sales and marketing management positions into the position as President and Chief
                                         Executive Officer of Ms. Ketcherside’s family business, in which role she oversaw
                                         the operations and negotiated the sale of the business to a national company. Since September
                                         2011, Ms. Ketcherside has served as Director of Business Development for Vantage Mobility
                                         International, a manufacturer of wheelchair van conversions. Prior to Vantage Mobility
                                         International, Ms. Ketcherside was the Executive Director and Chief Executive Officer
                                         of notMYkid, a non-profit organization. From January 2005 – February 2010, Ms.
                                         Ketcherside was Managing Director of JC’s Glass, a family business which was sold
                                         to IGD Industries – Safelite. Age: 56.
        
        Ms.
        Ketcherside’s sales and marketing expertise is expected to help us grow IBC Hotels.                                                                                                                                       |  | March
                                         24, 2014
|                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                                        
|Steven
    S. Robson(1)(2)(3)(5)                                   |  | Owner
                                         of Scott Homes, residential real estate developers. Age: 59.
        
        Mr.
        Robson has strategic leadership and residential real estate development experience as well as experience in negotiating
        complex transactions and maintaining mission, vision and values. In addition, Mr. Robson has served on our Board for more
        than 15 years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | June
    16, 1998                                      



5







|Trustees
    Whose Terms Expire in 2016                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                                          
|--------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------
|                                                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                                          
|Leslie
                                         (Les) T. Kutasi(1)(2)(3)(6) |  | Founder
                                         and President of Trend-Tex International, a multi-line textile sales and marketing company,
                                         since 2000. In 1996, Mr. Kutasi founded Pacesetter Fabrics, LLC, a start-up textile importer
                                         and converter, and served as its Chief Executive Officer until 2000. Prior to that, he
                                         served as President of California Textile Sales from 1990 to 1996 and Director of Sales
                                         of Lorber Industries from 1988 to 1989. Mr. Kutasi has been a member of World Presidents
                                         Organization Inc. (WPO Arizona) since 2006. Age: 64.
        
        Mr.
        Kutasi has more than 35 years of residential real estate and investment experience that is valuable to our Board. |  | January
                                         31, 2013
|                                                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                                          
|James
                                         F. Wirth                     |  | Chairman
                                         and Chief Executive Officer of the Trust since January 30, 1998, also serving as President
                                         of the Trust until February 1, 2012. Manager and primary owner (together with his affiliates)
                                         of Rare Earth Financial, L.L.C. and affiliated entities, owners and operators of hotels,
                                         since 1980. Age: 69.
        
        Mr.
        Wirth has significant real estate and hotel industry experience and extensive experience with the Trust. He also has a
        significant investment in our Shares, which we believe provides him with a strong incentive to advance shareholder interests.
        In addition, Mr. Wirth has served on our Board for over 15 years.                                                                            |  | January
                                         30, 1998
|                                                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                                          
|Trustees
    Whose Terms Expire in 2015                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                                          
|                                                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                                          
|Marc
    E. Berg                                                            |  | Executive
                                         Vice President, Secretary and Treasurer of the Trust since February 10, 1999. Vice President
                                         – Acquisitions of the Trust from December 16, 1998 to February 10, 1999. Consultant
                                         to InnSuites Hotels since 1989. Age: 62.
        
        Mr.
        Berg has in-depth familiarity with the operations of the Trust and extensive experience in property acquisitions. In addition,
        Mr. Berg has served on our Board for over 15 years.                                                                                                                                                                                                                                                                                                                                             |  | January
    30, 1998                                     
|                                                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                                          
|Larry
                                         Pelegrin(1)(2)(3)(4)         |  | Retired
                                         marketing executive with an extensive background in travel industry automation systems
                                         and call center sales. Director of Sales and Marketing of ARINC, a provider of transportation
                                         communications services, from 1994 to 2000. Previous employment included senior marketing
                                         positions with Best Western International and Ramada Inns. Age: 77.
        
        Mr.
        Pelegrin has 40 years of operational, marketing and sales, management and financial experience in the hotel, airline,
        travel and computer industries.                                                                                                                                                                                                          |  | August
    25, 2005                                      








1 Member
of the Audit Committee.

2 Member
of the Compensation Committee.

3 Member
of the Governance and Nominating Committee.

4 Chair
of the Audit Committee.

5 Chair
of the Compensation Committee.

6 Chair
of the Governance and Nominating Committee.



6







|Other
    Executive Officers                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Adam
                                         B. Remis,
        MSIM,
        CPA, CISA | Chief
    Financial Officer of the Trust since March 18, 2013. Mr. Remis has almost 20 years of combined accounting, audit, tax and
    technology consulting experience. His clients have included Palm, Pioneer North America, Meritage Homes, Mesa Airlines, Choice
    Hotels and InnSuites. From September 2008 to March 2013, Mr. Remis served as Senior Manager at Khalsa McBrearty Accountancy,
    LP, where he managed financial audit and tax compliance engagements. From April 2006 to September 2008, he served as Director
    of Technology – Internal Audit at American Express, leading a team of auditors to review information systems and technology
    infrastructure controls, and from 2002 to April 2006, Mr. Remis was Engagement Manager at Jefferson Wells, where he managed
    Sarbanes-Oxley engagements. Prior to that, he was at Deloitte & Touche. Mr. Remis has a Master of Science in Information
    Management from Arizona State University and a Bachelor of Science degree in Quantitative Economic Decision Sciences from
    the University of California, San Diego. In February 1997, Mr. Remis became a CPA and was admitted to practice in the State
    of Arizona. He also holds a Certified Information Systems Auditor (CISA) certification from the Information Systems Audit
    and Controls Association (ISACA). Mr. Remis has previously served as President of the local Arizona chapter of ISACA and continues
    to serve as a member of its Board of Directors. Age: 47.



Ms.
Barnhill, our Vice-Chairman of the Board, President and Chief Operating Officer, is Mr. Wirth’s daughter. There are no other
family relationships that require disclosure pursuant to the SEC’s rules, and none of our Trustees or executive officers
were nominated, elected or appointed to their positions pursuant to any arrangement or understanding between them and any other
person.



We
request that all of our Trustees attend our Annual Meetings of Shareholders. All Trustees were present at the 2014 Annual Meeting
of Shareholders. All incumbent Trustees attended 100% of the meetings held by the Board of Trustees and the Committees on which
the Trustee served during fiscal year 2015. In addition, the independent Trustees meet at least annually in executive session
without the presence of non-independent Trustees and management.



Trustee
Nominations and Qualifications



The
Governance and Nominating Committee expects to identify nominees to serve as our Trustees primarily by accepting and considering
the suggestions and nominee recommendations made by members of the Board of Trustees and our management and shareholders. Nominees
for Trustees are evaluated based on their character, judgment, independence, financial or business acumen, diversity of experience,
ability to represent and act on behalf of all of our shareholders, and the needs of the Board of Trustees. In accordance with
its charter, the Governance and Nominating Committee discusses diversity of experience as one of many factors in identifying nominees
for Trustee, but does not have a policy of assessing diversity with respect to any particular qualities or attributes. Two of
the current Trustees are women but the Governance and Nominating Committee has not identified any specific attributes that the
Committee would desire to diversify on the Board. In general, before evaluating any nominee, the Governance and Nominating Committee
first determines the need for additional Trustees to fill vacancies or expand the size of the Board of Trustees and the likelihood
that a nominee can satisfy the evaluation criteria. The Governance and Nominating Committee would expect to re-nominate incumbent
Trustees who have served well on the Board of Trustees and express an interest in continuing to serve. Our Board of Trustees is
satisfied that the backgrounds and qualifications of our Trustees, considered as a group, provide a mix of experience, knowledge
and abilities that allows our Board to fulfill its responsibilities.



The
Governance and Nominating Committee will consider shareholder recommendations for Trustee nominees. A shareholder who wishes to
suggest a Trustee nominee for consideration by the Governance and Nominating Committee should send a resume of the nominee’s
business experience and background to Les Kutasi, Chairman of the Governance and Nominating Committee, InnSuites Hospitality Trust,
1625 E. Northern Avenue, Suite 105, Phoenix, Arizona 85020. The mailing envelope and letter must contain a clear notation indicating
that the enclosed letter is a “Shareholder-Board of Trustees Nominee.”





Leadership
Structure of the Board of Trustees



Mr.
Wirth, our Chief Executive Officer, currently serves as Chairman of the Board, and Ms. Barnhill, our President and Chief Operating
Officer, serves as Vice Chairperson of the Board. Our Second Amended and Restated Declaration of Trust, as amended, provides that
the Trustees shall annually elect a Chairman who shall be the principal officer of the Trust. Mr. Wirth has served as Chairman
of our Board of Trustees and our Chief Executive Officer since January 30, 1998. Our Board of Trustees has determined that the
Trust has been well-served by this structure of combined Chairman and Chief Executive Officer positions and that this structure
facilitates strong and clear leadership, with a single person setting the tone of the organization and having the ultimate responsibility
for all of the Trust’s operating and strategic functions, thus providing unified leadership and direction for the Board
of Trustees and the Trust’s executive management. Our Chairman also has a significant investment in our Shares, which we
believe provides him with a strong incentive to advance shareholder interests.



7







As
a result of the Board’s ongoing efforts around Board succession planning and effectiveness, in March 2014, the Board appointed
Ms. Barnhill to the newly created position of Vice Chairperson of the Board. In this role, Ms. Barnhill presides over Board meetings
in the event that the Chairman is not present. Ms. Barnhill also participates in the Board and committee agenda review process,
as well as in the Board’s efforts regarding overall Board effectiveness and Board succession planning. As President and
Chief Operating Officer of the Trust and leading the IBC Hotels efforts, Ms. Barnhill brings a unique perspective to the Board.
We recognize that our Board leadership structure is somewhat unique but we believe that it is the right structure for the Trust
at this time.



The
Trust does not have a lead independent Trustee, but receives strong leadership from all of its members. Our Board Committees consist
of only independent members, and our independent Trustees meet at least annually in executive session without the presence of
non-independent Trustees and management. In addition, our Trustees take active and substantial roles in the activities of our
Board of Trustees at the full Board meetings. Our Trustees are able to propose items for Board meeting agendas, and the Board’s
meetings include time for discussion of items not on the formal agenda. Our Board believes that this open structure, as compared
to a system in which there is a designated lead independent trustee, facilitates a greater sense of responsibility among our Trustees
and facilitates active and effective oversight by the independent Trustees of the Trust’s operations and strategic initiatives,
including any risks.



The
Board’s Role in Risk Oversight



Our
management devotes significant attention to risk management, and our Board of Trustees is engaged in the oversight of this activity,
both at the full Board and at the Board Committee level. The Board’s role in risk oversight does not affect the Board’s
leadership structure. However, our Board’s leadership structure supports such risk oversight by combining the Chairman position
with the Chief Executive Officer position (the person with primary corporate responsibility for risk management).



Our
Board’s role in the Trust’s risk oversight process includes receiving reports from members of senior management on
areas of material risk to the Trust, including operational, financial, legal and regulatory and strategic risks. The Board of
Trustees requires management to report to the full Board (or an appropriate Committee) on a variety of matters at regular meetings
of the Board and on an as-needed basis, including the performance and operations of the Trust and other matters relating to risk
management. The Audit Committee also receives regular reports from the Trust’s independent registered public accounting
firm on internal control and financial reporting matters. In addition, pursuant to its charter, the Audit Committee is tasked
with reviewing with the Trust’s counsel major litigation risks as well as compliance with applicable laws and regulations,
discussing with management its procedures for monitoring compliance with the Trust’s code of conduct, and discussing significant
financial risk exposures and the steps management has taken to monitor, control and report such exposures. These reviews are conducted
in conjunction with the Board’s risk oversight function and enable the Board to review and assess any material risks facing
the Trust.



Our
Board also works to oversee risk through its consideration and authorization of significant matters, such as major strategic,
operational and financial initiatives and its oversight of management’s implementation of those initiatives. The Board periodically
reviews with management its strategies, techniques, policies and procedures designed to manage these risks. Under the overall
supervision of our Board, management has implemented a variety of processes, procedures and controls to address these risks.



Communications
with the Board of Trustees



Shareholders
and other interested parties who wish to communicate with the Board of Trustees or any individual member thereof may do so by
writing to the Secretary, InnSuites Hospitality Trust, 1625 E. Northern Avenue, Suite 105, Phoenix, Arizona 85020. The mailing
envelope and letter must contain a clear notation indicating that the enclosed letter is an “Interested Party-Board of Trustees
Communication.” The Secretary will review all such correspondence and regularly forward to the Board of Trustees a log and
summary of all such correspondence and copies of all correspondence that, in the opinion of the Secretary, deals with the functions
of the Board of Trustees or Committees thereof or that he otherwise determines requires their attention. Trustees may at any time
review a log of all correspondence received by us that is addressed to members of the Board of Trustees and request copies of
any such correspondence. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the
attention of our accounting department and handled in accordance with procedures established by the Audit Committee for such matters.



8







Date
of 2015 Annual Meeting of Shareholders and Shareholder Proposals



We
expect that the 2015 Annual Meeting will be held more than 30 days after the anniversary date of our 2014 Annual Meeting of Shareholders.
Therefore, the deadline for submitting shareholder proposals for inclusion in our proxy statement and form of proxy for the 2015
Annual Meeting will be a reasonable time before we begin the printing and mailing of our proxy materials for the 2015 Annual Meeting.
A shareholder who wishes to present a proposal at the 2015 Annual Meeting, but does not wish to have that proposal included in
our proxy statement and form of proxy relating to that meeting, will also need to notify us a reasonable time before we send our
proxy materials for the 2015 Annual Meeting. When the date for the 2015 Annual Meeting is set, we will announce updated shareholder
proposal deadlines. If notice of the proposal is not received by us by that date, then the proposal will be deemed untimely and
we will have the right to exercise discretionary voting authority and vote proxies returned to us with respect to that proposal.



Shareholders
should submit their proposals to InnSuites Hospitality Trust, 1625 E. Northern Avenue, Suite 105, Phoenix, Arizona 85020, Attention:
Mr. Marc Berg, Secretary.



Audit
Committee Information and Audit Committee Financial Expert



The
Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of our independent
auditors, including reviewing the scope and results of audit and non-audit services. The Audit Committee also reviews internal
accounting controls and assesses the independence of our auditors. In addition, the Audit Committee has established procedures
for the receipt, retention and treatment of any complaints received by us regarding accounting, internal controls or auditing
matters and the confidential, anonymous submission by our employees of any concerns regarding accounting or auditing matters.
The Audit Committee has the authority to engage independent counsel and other advisors as it deems necessary to carry out its
duties. The Audit Committee met five times during fiscal year 2015.





All
members of the Audit Committee are “independent,” as such term is defined by the SEC’s rules and the NYSE MKT’s
listing standards. The Board of Trustees has determined that Mr. Pelegrin, a member of our Audit Committee, qualifies as an “audit
committee financial expert” under applicable SEC rules. We have posted our Amended and Restated Audit Committee Charter
on our Internet website at www.innsuitestrust.com. Information on our website is not part of this Amendment.



Audit
Committee Report



The
Audit Committee of the Board of Trustees has reviewed and discussed the audited financial statements included in the Trust’s
Annual Report on Form 10-K for the fiscal year ended January 31, 2015 with the management of the Trust. In addition, the Audit
Committee has discussed with Semple, Marchal & Cooper, LLP (“Semple, Marchal & Cooper”), the independent registered
public accounting firm of the Trust, the matters required to be discussed by the Auditing Standard No. 16, Communications with
Audit Committees. The Audit Committee has also received and reviewed the written disclosures and the letter from Semple, Marchal
& Cooper required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent
auditor’s communications with the Audit Committee concerning independence, and has discussed with Semple, Marchal &
Cooper its independence from the Trust, including the compatibility of any non-audit services with Semple, Marchal & Cooper’s
independence. The Audit Committee has also pre-approved the fees to be charged to the Trust by its independent auditors for audit
services.



Based
on the foregoing, the Audit Committee recommended that such audited financial statements be included in the Trust’s Annual
Report for the fiscal year ended January 31, 2015.



By
the Audit Committee of the Board of Trustees:



Larry
Pelegrin, Chairman

Steven
S. Robson

Les
T. Kutasi

Cynthia
Ketcherside



Code
of Ethics for Senior Financial Officers



We
have adopted a Code of Ethics that applies to our Chief Executive Officer and Chief Financial Officer and persons performing similar
functions. We have posted our Code of Ethics on our website at www.innsuitestrust.com. We intend to satisfy all SEC and NYSE MKT
disclosure requirements regarding any amendment to, or waiver of, the Code of Ethics relating to our Chief Executive Officer and
Chief Financial Officer and persons performing similar functions, by posting such information on our website unless the NYSE MKT
requires a Form 8-K. In addition, we have adopted a Code of Conduct and Ethics that applies to all of our employees, officers
and Trustees. It is also available on our website at www.innsuitestrust.com.



9







Section
16(a) Beneficial Ownership Reporting Compliance



Section
16(a) of the Exchange Act requires our Trustees, executive officers and beneficial holders of more than 10% of our Shares to file
with the SEC initial reports of ownership and reports of subsequent changes in ownership. The SEC has established specific due
dates for these reports, and we are required to disclose in this Proxy Statement any late filings or failures to file.



Messrs.
Kutasi’s, Pelegrin’s and Robson’s and Ms. Ketcherside’s Forms 4 filed on April 10, 2014 and reporting
grants of restricted Shares as Trustee compensation, and Ms. Barnhill’s previously reported Form 4 filed on April 10, 2014
and reporting 12 purchases on behalf of Ms. Barnhill’s minor children, were inadvertently filed untimely. Based solely on
our review of the copies of such forms (and amendments thereto) furnished to us and written representations from reporting persons
that no additional reports were required, We believe that all our Trustees, executive officers and holders of more than 10% of
the Shares complied with all Section 16(a) filing requirements during the fiscal year ended January 31, 2015, except as set forth
above.



10







Item
11. EXECUTIVE COMPENSATION



Executive
Compensation Overview



The
following overview relates to the compensation of our executive officers listed in the Summary Compensation Table set forth below
during fiscal year 2015.



Overview
of the Compensation Committee



The
Compensation Committee of the Board of Trustees currently consists of four independent Trustees. The Committee sets the principles
and strategies that serve to guide the design of the compensation programs for our executive officers. The Committee annually
evaluates the performance of our Chief Executive Officer, Chief Financial Officer, Executive Vice President and our President
and Chief Operating Officer (our executive officers). Taking into consideration the factors set forth below, the Committee then
approves their compensation levels, including any bonuses. The Committee does not use an independent compensation consultant to
assist it with its responsibilities. The Committee does consider input from the Chief Executive Officer when determining compensation
for the other executive officers.



Compensation
Philosophy and Objectives



Under
the supervision of the Compensation Committee, we have developed and implemented compensation policies, plans and programs that
seek to enhance our ability to recruit and retain qualified management and other personnel. In developing and implementing compensation
policies and procedures, the Compensation Committee seeks to provide rewards for the long-term value of an individual’s
contribution to the Trust. The Compensation Committee seeks to develop policies and procedures that offer both recurring and non-recurring,
and both financial and non-financial, incentives.



Compensation
for our executive officers has two main monetary components, salary and bonus, as well as a benefits component. Any bonus generally
consists of cash. This decision was a result of discussions with our executive officers regarding the sufficiency of our executive
officers’ current Share ownership and the restrictions upon transfer of Shares held by our executive officers due to their
affiliate status.



Our
compensation program does not rely to any significant extent on broad-based benefits or perquisites. The benefits offered to our
executive officers are those that are offered to all of our full-time employees. We do not offer our executive officers any perquisites.



Our
management and the Compensation Committee work in a cooperative fashion. Management advises the Compensation Committee on compensation
developments, compensation packages and our overall compensation program. The Compensation Committee then reviews, modifies, if
necessary, and approves the compensation packages for our executive officers.



Elements
of Compensation



In
setting the compensation for each executive officer, the Compensation Committee considers (i) the responsibility and authority
of each position relative to other positions within the Trust, (ii) the individual performance of each executive officer, (iii)
the experience and skills of the executive officer, and (iv) the importance of the executive officer to the Trust.



Base
Salary and Discretionary Cash Bonuses



We
pay base salaries to our executive officers in order to provide a level of assured compensation reflecting an estimate of the
value in the employment market of the executive officer’s skills, the demands of his or her position and the relative size
of the Trust. In establishing base salaries for our executive officers, the Compensation Committee considers our overall performance
and the performance of each individual executive officer, as well as market forces and other general factors believed to be relevant,
including time between salary increases, promotion, expansion of responsibilities, advancement potential, and the execution of
special or difficult projects. Additionally, the Compensation Committee takes into account the relative salaries of the executive
officers and determines what it believes are appropriate compensation level distinctions between and among the executive officers,
including between the Chief Executive Officer and the Chief Financial Officer and among the other executive officers. Although
the Compensation Committee considers our financial performance, there is no specific relationship between achieving or failing
to achieve budgeted estimates, the performance of our Shares or our financial performance and the annual salaries determined by
the Compensation Committee for any of our executive officers. No specific weight is attributed to any of the factors considered
by the Compensation Committee; the Compensation Committee considers all factors and makes a subjective determination based upon
the experience of its members and the recommendations of our management.



11







Based
upon a review of Mr. Wirth’s performance and upon the recommendation of the Compensation Committee, for fiscal years 2015
and 2014, Mr. Wirth’s annual base salary remained set at $153,000. The Compensation Committee does not rely on any particular
set of financial or non-financial factors, measures or criteria when determining the compensation offered to Mr. Wirth. The Compensation
Committee does consider Mr. Wirth’s substantial Share ownership when setting his base salary. During fiscal years in 2015
and 2014, Mr. Wirth voluntarily reduced his salary to $64,908 and $90,818, respectively, in both cases by reducing the number
of hours worked per year due to the economic environment.



For
fiscal year 2014 through February 22, 2013, the Compensation Committee set the base salary for Ms. Barnhill, our Vice Chairperson,
President and Chief Operating Officer, at $100,000. On February 23, 2013, the Compensation Committee set the base salary for Ms.
Barnhill, at $120,000 plus a minimum first year only discretionary bonus of $5,000 in recognition of her additional responsibilities.
Ms. Barnhill’s expanded responsibilities include continuation of work to increase hotel operations, including continued
emphasis on revenue management, cost control and all areas of marketing, including Internet marketing. Ms. Barnhill’s salary
was set at $120,000 for fiscal year 2015. During fiscal year 2015, Ms. Barnhill received a $5,275 bonus which was comprised of
$1,875 for the 10% of the General Manager Aggregate Bonus and a $3,400 discretionary bonus was paid during the fiscal year ending
January 31, 2015 but was earned during the prior fiscal year.



Appointed
as our Chief Financial Officer on March 18, 2013, Mr. Remis receives an annual base salary of $139,000 and was entitled to a discretionary
first fiscal year bonus of at least $5,000 pursuant to an employment offer letter. During fiscal year 2014, Mr. Remis was paid
$121,625 as salary and bonus as his salary was prorated based on his start date. During fiscal year 2015, Mr. Remis was paid $139,000
salary plus a $8,275 bonus which was comprised of $1,875 for the 10% of the General Manager Aggregate Bonus, $3,400 for the first
fiscal year bonus and $3,000 discretionary bonus approved by the Compensation Committee for additional professional services rendered
over and beyond his normal scope of duties.



During
fiscal years 2015 and 2014, the Compensation Committee kept Mr. Berg’s base salary at $98,000, which was reduced to $81,533
and $58,226, respectively,by reducing the number of hours worked per year due to the economic environment. During fiscal
year 2015, Mr. Berg was paid $2,375 bonus which was comprised of $1,875 for the 10% of the General Manager Aggregate Bonus and
$500 as a discretionary bonus for successfully negotiating refinances of our properties. In addition during fiscal year 2015,
Mr. Berg’s related party Berg Investment Advisors was compensated $10,000 for successfully negotiating refinances of our
properties of which $7,000 was paid to Berg Investment Advisors during fiscal year 2015 with the remainder paid during the first
fiscal quarter of fiscal year 2016.



During
fiscal year 2014, Mr. Berg was paid $10,000 discretionary bonus for successfully negotiating refinances of our properties.



Performance-Based
Cash Bonuses



Our
executive officers are eligible to receive cash bonuses under the General Manager Bonus Plan equal to 10% of the aggregate cash
bonuses received by the general managers of all of our hotels, regardless of region. The general managers receive a bonus based
on the achievement of budgeted gross operating profit (total revenues less operating expenses) (“GOP”) at their hotel
on a quarterly and annual basis. Under the plan, if the hotel’s actual quarterly and annual GOP exceeds the budgeted GOP,
each general manager is eligible for a potential maximum annual bonus of $20,000, consisting of a potential maximum quarterly
bonus of $2,000 per quarter and a potential maximum year-end bonus of $12,000.



Quarterly
General Manager GOP Bonus Potential:



|Percentage of Budgeted Quarterly GOP Achieved |               |  | Cash Bonus |  
|--------------------------------------------- | ------------- |  | ---------- | -
|                                              |               |  |            |  
|                                              | Less
than 95% |  |            | $
|                                              | 95%           |  |            | $
|                                              | 98%           |  |            | $
|                                              | 102%          |  |            | $
|                                              | 106% or more  |  |            | $



12







Year-End
General Manager GOP Bonus Potential:



|Percentage of Budgeted Annual GOP Achieved |               |  | Cash Bonus |  
|------------------------------------------ | ------------- |  | ---------- | -
|                                           | Less than 95% |  |            | $
|                                           | 95%           |  |            | $
|                                           | 98%           |  |            | $
|                                           | 102%          |  |            | $
|                                           | 106%          |  |            | $
|                                           | 108% or more  |  |            | $



In
fiscal year 2015, each of our executive officers received an annual cash bonus equal to 10% of the aggregate cash bonuses received
by the general managers of all of our hotels, regardless of region. The general manager aggregate cash bonuses for fiscal year
2015 were as follows:



|Period         |  | GM Aggregate Cash Bonus |       
|-------------- |  | ----------------------- | ------
|               |  |                         |       
|First Quarter  |  | $                       | 4,500 
|Second Quarter |  | $                       | 5,500 
|Third Quarter  |  | $                       | 4,000 
|Fourth Quarter |  | $                       | 4,750 
|Year End       |  | $                       | 20,000



Accordingly,
each of our executive officers received a cash bonus of $3,875 for fiscal year 2015 but $1,875 was paid during fiscal year 2015.
The structure of the bonus plan did not change from fiscal year 2014.



Benefits
and Other Compensation



We
maintain broad-based benefits that are provided to all employees, including health and dental insurance, life insurance and a
401(k) plan. We also have a mandatory matching contribution for our 401(k) plan. We do not have a pension plan. Our executive
officers are eligible to participate in all of our employee benefit plans, in each case on the same basis as our other employees.



Compensation
Changes for Fiscal Year 2016



Effective
February 5, 2015, our Board of Trustees adopted, subject to shareholder approval, the InnSuites Hospitality Trust 2015 Equity
Incentive Plan (the “2015 Plan”), under which up to 1,600,000 Shares of Beneficial Interest of the Trust are authorized
to be issued pursuant to grants of stock options, stock appreciation rights, restricted shares, restricted share units and other
awards. The purpose of the 2015 Plan and the awards described below is to promote the interests of the Trust and its shareholders
by providing certain employees and members of the Board of Trustees, who are largely responsible for the management and growth
of the subsidiary of the Trust, IBC Hotels, LLC, with incentives and rewards to encourage them to continue in the service of the
Trust.



On
February 5, 2015, pursuant to the 2015 Plan, our Board of Trustees granted to Ms. Barnhill, Vice Chairperson of the Board of Trustees,
President and Chief Operating Officer of the Trust and IBC Hotels Founder and President, a four-year option to purchase 1,000,000
Shares of Beneficial Interest of the Trust at an exercise price of $3.50 per share, exercisable to the extent the option vests
and GAAP pre-tax profits of IBC Hotels, LLC (“IBC Hotels”) are greater than or equal to the performance objectives
described in the stock option agreement. The Compensation Committee believes choose to provide Ms Barnhill 1,000,000 options
as she is leading our IBC Hotels efforts and if our stock price significantly exceeds the exercise price, we believe that it will
be based on the IBC Hotels success. The option vests one-third each on May 17, 2016, February 5, 2017 and February 5, 2018, subject
to the achievement of performance objectives of the GAAP pre-tax profits of IBC Hotels being equal to or in excess of $60,000
for the fiscal year ending January 31, 2016, $200,000 for the fiscal year ending January 31, 2017, and $400,000 for the fiscal
year ending January 31, 2018. The options are subject to shareholder approval of the 2015 Plan.



On
April 24, 2015, pursuant to the 2015 Plan, our Board of Trustees granted to each of Mr. Wirth, Chairman of the Board of Trustees
and Chief Executive Officer of the Trust, Mr. Berg, Executive Vice President and Trustee, and Mr. Remis, Chief Financial Officer
of the Trust, a four-year option to purchase of 60,000 Shares of Beneficial Interest of the Trust at an exercise price of $3.50
per share, exercisable to the extent the option vests and GAAP pre-tax profits of IBC Hotels are greater than or equal to the
performance objectives described in the stock option agreement. The number of options provided to each of these Officers was based
on the combination of their length of InnSuites employment and their direct involvement in IBC Hotels. The options have the same
terms as Ms. Barnhill’s option described above and are subject to shareholder approval of the 2015 Plan.



13







Fiscal
Year 2015 Summary Compensation Table



The
table below shows individual compensation information paid to our executive officers for our fiscal years ended January 31, 2015
and 2014:



|Name and Principal Position(1)                          |  | Fiscal Year |      |  | Salary ($) |   |         | Bonus ($) |  |   | Non-Equity Incentive Plan Compensation ($) |  |  | All Other Compensation ($)(1)(2) |       |  | Total ($) |  
|------------------------------------------------------- |  | ----------- | ---- |  | ---------- | - | ------- | --------- |  | - | ------------------------------------------ |  |  | -------------------------------- | ----- |  | --------- | -
|                                                        |  |             |      |  |            |   |         |           |  |   |                                            |  |  |                                  |       |  |           |  
|James F. Wirth,                                         |  |             | 2015 |  |            | $ | 64,908  |           |  | $ | 0                                          |  |  | $                                | 1,875 |  |           | $
|Chief Executive Officer                                 |  |             | 2014 |  |            | $ | 90,818  |           |  | $ | 0                                          |  |  | $                                | 400   |  |           | $
|                                                        |  |             |      |  |            |   |         |           |  |   |                                            |  |  |                                  |       |  |           |  
|Adam B. Remis,                                          |  |             | 2015 |  |            | $ | 139,000 |           |  | $ | 6,400                                      |  |  | $                                | 1,875 |  |           | $
|Chief Financial Officer                                 |  |             | 2014 |  |            | $ | 117,788 |           |  | $ | 4,600                                      |  |  | $                                | 400   |  |           | $
|                                                        |  |             |      |  |            |   |         |           |  |   |                                            |  |  |                                  |       |  |           |  
|Marc E. Berg,                                           |  |             | 2015 |  |            | $ | 81,533  |           |  | $ | 500                                        |  |  | $                                | 1,875 |  |           | $
|Executive Vice President                                |  |             | 2014 |  |            | $ | 58,226  |           |  | $ | 10,000                                     |  |  | $                                | 400   |  |           | $
|                                                        |  |             |      |  |            |   |         |           |  |   |                                            |  |  |                                  |       |  |           |  
|Pamela J. Barnhill(2),                                  |  |             | 2015 |  |            | $ | 121,000 |           |  | $ | 3,400                                      |  |  | $                                | 1,875 |  |           | $
|Vice Chairperson, President and Chief Operating Officer |  |             | 2014 |  |            | $ | 119,208 |           |  | $ | 4,600                                      |  |  | $                                | 400   |  |           | $








(1)
Matching contributions made under our 401(k) plan to our executive officers with a maximum of $500 per calendar year are included
in all other compensation.



(2)
Ms. Barnhill was the account name holder for the Trust’s corporate purchase cards as described in the “Certain Transactions
– Guarantees” section below. The corporate purchase cards provide American Express Membership Rewards to Ms. Barnhill.
For the fiscal years ended January 31, 2015 and 2014, Ms. Barnhill received 1,120,758 and 269,782 American Express Membership
Rewards, respectively, with an estimated value of $11,207 and $ 2,698, respectively, which amounts are included in all other compensation.



(3)
Mr. Berg through his Berg Investment Advisors company was compensated $10,000 for additional consultative services rendered by
Mr. Mark Berg, the Trust’s Executive Vice President of which $7,000 was paid during fiscal year 2015.



During
fiscal years 2015 and 2014, we did not issue any Shares to our executive officers and did not grant any stock options or any other
equity-based awards. None of our executive officers owned any stock options, or had any outstanding unvested Shares, as of January
31, 2015.



Indemnification
Agreements



We
have entered into indemnification agreements with all of our executive officers and Trustees. The agreements provide for indemnification
against all liabilities and expenses reasonably incurred by an officer or Trustee in connection with the defense or disposition
of any suit or other proceeding, in which he or she may be involved or with which he or she may be threatened, while in office
or thereafter, because of his or her position at the Trust. There is no indemnification for any matter as to which an officer
or Trustee is adjudicated to have acted in bad faith, with willful misconduct or reckless disregard of his or her duties, with
gross negligence, or not in good faith in the reasonable belief that his or her action was in our best interests. We may advance
payments in connection with indemnification under the agreements. The level of indemnification is to the full extent of the net
equity based on appraised and/or market value of the Trust.



14







Potential
Payments Upon Change in Control



We
do not have employment agreements with our executive officers. Upon a change in control, our 1997 Stock Incentive and Option Plan
provides for the acceleration of vesting of restricted Shares. However, if a change in control had occurred on January 31, 2015,
none of our executive officers would have received any payment under the Plan upon a change in control because none had any awards
outstanding as of that date.



Fiscal
Year 2015 Trustee Compensation



The
table below shows individual compensation information for our non-employee Trustees for our fiscal year ended January 31, 2015.
Compensation information for Messrs. Wirth and Berg and Ms. Barnhill, who do not receive additional compensation for their service
as Trustees, is included in the Summary Compensation Table above:



|Name                |  | Fees Earned or Paidin Cash($) |   |  | Stock Awards ($)(1) |   |       | Total ($) | 
|------------------- |  | ----------------------------- | - |  | ------------------- | - | ----- | --------- | 
|Cynthia Ketcherside |  | $                             | 0 |  |                     | $ | 9,486 |           | 
|Leslie T. Kutasi    |  | $                             | 0 |  |                     | $ | 9,060 |           | 
|Larry Pelegrin      |  | $                             | 0 |  |                     | $ | 9,060 |           | 
|Steven S. Robson    |  | $                             | 0 |  |                     | $ | 9,060 |           | 








(1)
The dollar amounts shown in the Stock Awards column reflect the aggregate grant date fair value of restricted Shares computed
in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718. For a discussion of assumptions
we made in valuing restricted Shares, see Note 2, “Summary of Significant Accounting Policies – Stock-Based Compensation,”
in the notes to our consolidated financial statements contained in our Annual Reports on Form 10-K for the fiscal years ended
January 31, 2015 and 2014.



We
compensate our non-employee Trustees for their services through grants of restricted Shares. On February 1, 2014, we issued 6,000
restricted Shares (with the aggregate grant date fair value of $9,060 per grant) to each non-employee Trustee as compensation
for services rendered during fiscal year 2015, except as set forth below. As compensation for Ms. Ketcherside’s services
during our fiscal year 2015, we issued 5,145 restricted Shares on March 24, 2014, the day that Ms. Ketcherside joined our Board
of Trustees, with the aggregate grant date fair value of $9,486. The aggregate grant date fair value of these Shares is shown
in the table above. These restricted Shares vested in equal monthly amounts during our fiscal year 2015. As of January 31, 2015,
Messrs. Kutasi, Pelegrin and Robson and Ms. Ketcherside did not hold any unvested Shares. As compensation for our fiscal year
2016, on February 5, 2015, we issued 6,000 additional restricted Shares (with the aggregate grant date fair value of $16,080 per
grant) to each of Messrs. Kutasi and Robson and Ms. Ketcherside, and 3,000 additional restricted Shares (with the aggregate grant
fair value of $8,040 per grant) to Mr. Pelegrin, which Shares will vest in equal monthly amounts during our fiscal year ending
on January 31, 2016.



We
do not pay our Trustees an annual cash retainer, per meeting fees or additional compensation for serving on a Committee or as
a Committee Chair.



Item
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS



Ownership
of Shares



The
following table shows the persons who were known to us to be beneficial owners of more than five percent of our outstanding Shares
of Beneficial Interest, together with the number of Shares of Beneficial Interest owned beneficially by each Trustee and executive
officer, and the Trustees and executive officers as a group. The percentages in the table are based on 8,269,343Shares
of Beneficial Interest issued and outstanding as of May 26, 2015. Unless otherwise specified, each person has sole voting and
investment power of the Shares of Beneficial Interest that he or she beneficially owns.



15







Greater-than-Five-Percent
Beneficial Owners andBeneficial Ownership of Trustees, and Executive Officers



|Trustees andExecutive Officers                             |  | SharesBeneficially Owned(1) |           |  | Percentage ofOutstanding Shares | 
|---------------------------------------------------------- |  | --------------------------- | --------- |  | ------------------------------- | 
|James F. Wirth(2)                                          |  |                             | 5,089,632 |  |                                 | 
|Pamela J. Barnhill(3)                                      |  |                             | 263,534   |  |                                 | 
|Marc E. Berg                                               |  |                             | 60,255    |  |                                 | 
|Cynthia Ketcherside                                        |  |                             | 11,145    |  |                                 | 
|Leslie T. Kutasi                                           |  |                             | 18,000    |  |                                 | 
|Larry Pelegrin(4)                                          |  |                             | 100,870   |  |                                 | 
|Adam B. Remis                                              |  |                             | -         |  |                                 | 
|Steven S. Robson                                           |  |                             | 296,723   |  |                                 | 
|Trustees and Executive Officers as a group (eight persons) |  |                             | 5,840,159 |  |                                 | 








|*   | Less
    than one percent (1.0%).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Pursuant
    to the SEC’s rules, “beneficial ownership” includes Shares that may be acquired within 60 days following
    May 28, 2015. However, none of the individuals listed in the table had the right to acquire any Shares within the 60-day period.                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(2) | All
    Shares are owned jointly by Mr. Wirth and his spouse, except for 1,838,476 Shares that are voted separately by Mr. Wirth and
    1,239,078 Shares that are voted separately by Mrs. Wirth. Mr. Wirth has pledged 1,466,153, and Mrs. Wirth has pledged 300,000,
    of these Shares as security. Mr. Wirth, his spouse and children own directly and indirectly all 3,407,938 issued and outstanding
    Class B limited partnership units in the Partnership, the conversion of which is restricted and permitted only at the discretion
    of our Board of Trustees. Mr. Wirth’s business address is 1625 E. Northern Avenue, Suite 105, Phoenix, Arizona 85020.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(3) | Includes
    24,098 Shares held by minor children.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(4) | Mr.
    Pelegrin has shared voting power and shared investment power with respect to all of his Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    



The
following table provides information about our equity compensation plans (other than qualified employee benefits plans and plans
available to shareholders on a pro rata basis) as of January 31, 2015:



Equity
Compensation Plan Information



|Plan Category                                              |  | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(a) |      |  | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(b) |   |      | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(c) | 
|---------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------- | ---- |  | ------------------------------------------------------------------------------ | - | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------- | 
|                                                           |  |                                                                                                |      |  |                                                                                |   |      |                                                                                                                                                | 
|Equity compensation plans approved by security holders     |  |                                                                                                | 0    |  |                                                                                | $ | N/A  |                                                                                                                                                | 
|                                                           |  |                                                                                                |      |  |                                                                                |   |      |                                                                                                                                                | 
|Equity compensation plans not approved by security holders |  |                                                                                                | None |  |                                                                                |   | None |                                                                                                                                                | 








(1)
We have 1,000,000 options available for future grants under our 1997 Stock Incentive and Option Plan.



16







Item
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND TRUSTEE INDEPENDENCE



Independence
of Trustees



The
Board of Trustees has determined that a majority of the Trustees, Messrs. Kutasi, Pelegrin and Robson and Ms. Ketcherside are
“independent,” as defined by the NYSE MKT’s listing standards, for purposes of serving on the Board of Trustees
and each committee of which they are members. Messrs. Berg and Wirth and Ms. Barnhill are executive officers of the Trust and,
therefore, are not “independent.” All members of the Audit Committee, the Compensation Committee and the Governance
and Nominating Committee are “independent,” as such term is defined by the SEC rules and NYSE MKT’s listing
standards. Our independent Trustees meet at least annually in executive session without the presence of non-independent Trustees
and management. Except as described under “Certain Transactions” below, there were no transactions, relationships
or arrangements in fiscal year 2015 that required review by the Board for purposes of determining Trustee independence.



Certain
Transactions



Management
and Licensing Agreements



The
Trust directly manages the Hotels through the Trust’s wholly-owned subsidiary, InnSuites Hotels. Under the management agreements,
InnSuites Hotels manages the daily operations of the Hotels and the three hotels owned by affiliates of Mr. Wirth. All Trust managed
Hotel expenses, revenues and reimbursements among the Trust, InnSuites Hotels and the Partnership have been eliminated in consolidation.
The management fees for the Hotels and the three hotels owned by Mr. Wirth are 2.5% of room revenue and a monthly accounting fee
of $2,000 per hotel. These agreements have no expiration date and may be cancelled by either party with 90-days written notice
in the event the property changes ownership. In fiscal years 2015 and 2014, InnSuites Hotels received aggregate fees of $278,210
and $194,605, respectively, for management of the three hotels owned by affiliates of Mr. Wirth. The Trust charges management
fees to related parties.



The
Trust also provides the use of the “InnSuites” trademark to the Hotels and the three hotels owned by affiliates of
Mr. Wirth through the Trust’s wholly-owned subsidiary, InnSuites Hotels, at no additional charge.



Restructuring
Agreements



Albuquerque
Suite Hospitality Restructuring Agreement



On
July 22, 2010, the Board of Trustees unanimously approved, with Mr. Wirth abstaining, for the Partnership to enter into an agreement
with Rare Earth Financial, LLC (“Rare Earth”), an affiliate of Mr. Wirth, to sell units in Albuquerque Suite Hospitality,
LLC (the “Albuquerque entity”), which owns and operates the Albuquerque, New Mexico hotel property. Under the agreement,
Rare Earth agreed to either purchase or bring in other investors to purchase at least 49% of the membership interests in the Albuquerque
entity and the parties agreed to restructure the operating agreement of the Albuquerque entity. A total of 400 units were available
for sale for $10,000 per unit, with a two-unit minimum subscription. On September 24, 2010, the parties revised the Amended and
Restated Operating Agreement to name Rare Earth as the administrative member of the Albuquerque entity in charge of the day-to-day
management.



On
December 9, 2013, the Trust entered into an updated restructuring agreement with Rare Earth to allow for the sale of additional
interest units in the Albuquerque entity for $10,000 per unit. Under the updated restructuring agreement, Rare Earth agreed to
either purchase or bring in other investors to purchase up to 150 (and potentially up to 190 if the overallotment is exercised)
units. Under the terms of the updated restructuring agreement, the Trust agreed to hold at least 50.1% of the outstanding units
in the Albuquerque entity, on a post-transaction basis and intends to maintain this minimum ownership percentage through the purchase
of units under this offering. The Board of Trustees approved this restructuring on December 9, 2013. The units in the Albuquerque
entity are allocated to three classes with differing cumulative discretionary priority distribution rights through December 31,
2015. Class A units are owned by unrelated third parties and have first priority for distributions. Class B units are owned by
the Trust and have second priority for distributions. Class C units are owned by Rare Earth or other affiliates of Mr. Wirth and
have the lowest priority for distributions from the Albuquerque entity. Priority distributions of $700 per unit per year are cumulative
until December 31, 2015; however, after December 31, 2015 Class A unit holders continue to hold a preference on distributions
over Class B and Class C unit holders.



If
certain triggering events related to the Albuquerque entity occur prior to the payment of all accumulated distributions to its
members, such accumulated distributions will be paid out of any proceeds of the event before general distribution of the proceeds
to the members. In the event that funds generated from a triggering event are insufficient to pay the total amount of all such
accumulated distributions owed to the members, all Class A members will participate pro rata in the funds available for distribution
to them until paid in full, then Class B, and then Class C. After all investors have received their initial capital plus a 7%
per annum simple return, any additional profits will be allocated 50% to Rare Earth, with the remaining 50% allocated proportionately
to all unit classes. Rare Earth received a restructuring fee of $128,000, conditioned upon and arising from the sale of the first
100 units in the Albuquerque entity following the December 31, 2013 restructuring. The Albuquerque entity plans to use its best
efforts to pay the discretionary priority distributions. The Trust does not guarantee and is not otherwise obligated to pay the
cumulative discretionary priority distributions. InnSuites Hotels will continue to provide management, licensing and reservation
services to the Albuquerque, New Mexico property.



17







During
the twelve months ended January 31, 2015, there were 45.5 Class A units of the Albuquerque entity sold, 55.5 Class B units sold
and 8.5 Class C units sold at $10,000 per unit. As of January 31, 2015, the Trust held a 50.82% ownership interest, or 279 Class
B units, in the Albuquerque entity, Mr. Wirth and his affiliates held a 1.64% interest, or nine Class C units, and other parties
held a 47.54% interest, or 261 Class A units. As of January 31, 2015, the Albuquerque entity has discretionary Priority Return
payments to unrelated unit holders of approximately $183,000, to the Trust of approximately $195,000, and to Mr. Wirth and his
affiliates of approximately $6,000 per year payable quarterly for calendar year 2015.As
of January 31, 2015, Mr. Wirth purchased a total of eight Class C units in the Albuquerque
entity at $10,000 per unit. Mr. Wirth was paid $1,298 in discretionary priority returns for the fiscal year ended January 31,
2015 related to these units.



Tucson
Hospitality Properties Restructuring Agreement



On
February 17, 2011, the Partnership entered into a restructuring agreement with Rare Earth to allow for the sale of non-controlling
interest units in Tucson Hospitality Properties, LP (the “Tucson entity”), which operates the Tucson Oracle hotel
property, then wholly-owned by the Partnership. Under the agreement, Rare Earth agreed to either purchase or bring in other investors
to purchase up to 250 units, which represents approximately 41% of the outstanding limited partnership units in the Tucson entity,
on a post-transaction basis, and the parties agreed to restructure the limited partnership agreement of the Tucson entity. The
Board of Trustees approved this restructuring on January 31, 2011.



On
October 1, 2013, the Partnership entered into an updated restructured limited partnership agreement with Rare Earth to allow for
the sale of additional interest units in the Tucson entity for $10,000 per unit. Under the agreement, Rare Earth agreed to either
purchase or bring in other investors to purchase up to 160 (and potentially up to 200 if the overallotment is exercised) units.
Under the terms of the updated restructuring agreement, the Partnership agreed to hold at least 50.1% of the outstanding limited
partnership units in the Tucson entity, on a post-transaction basis and intends to maintain this minimum ownership percentage
through the purchase of units under this offering. The Board of Trustees approved this restructuring on September 14, 2013. The
limited partnership interests in the Tucson entity are allocated to three classes with differing cumulative discretionary priority
distribution rights through June 30, 2016. Class A units are owned by unrelated third parties and have first priority for distributions.
Class B units are owned by the Partnership and have second priority for distributions. Class C units are owned by Rare Earth or
other affiliates of Mr. Wirth and have the lowest priority for distributions from the Tucson entity. Priority distributions of
$700 per unit per year are cumulative until June 30, 2016; however, after June 30, 2016 Class A unit holders continue to hold
a preference on distributions over Class B and Class C unit holders.



If
certain triggering events related to the Tucson entity occur prior to the payment of all accumulated distributions to its members,
such accumulated distributions will be paid out of any proceeds of the event before general distribution of the proceeds to the
members. In the event that funds generated from a triggering event are insufficient to pay the total amount of all such accumulated
distributions owed to the members, all Class A members will participate pro rata in the funds available for distribution to them
until paid in full, then Class B, and then Class C. After all investors have received their initial capital plus a 7% per annum
simple return, any additional profits will be allocated 50% to Rare Earth, with the remaining 50% allocated proportionately to
all unit classes. Rare Earth also received a restructuring fee of $128,000, conditioned upon and arising from the sale of the
first 100 units in the Tucson entity following the October 1, 2013 restructuring. The Tucson entity plans to use its best efforts
to pay the discretionary priority distributions. The Trust does not guarantee and is not otherwise obligated to pay the cumulative
discretionary priority distributions. InnSuites Hotels will continue to provide management, licensing and reservation services
to the Tucson, Arizona property.



During
the twelve months ended January 31, 2015, there were 9.5 Class A units of the Tucson entity sold, of which 1 Class A unit was
purchased from REF, and 9 Class B units sold at $10,000 per unit. As of January 31, 2015, the Partnership held a 51.01% ownership
interest, or 404 Class B units, in the Tucson entity, Mr. Wirth and his affiliates held a 1.39% interest, or 11 Class C units,
and other parties held a 47.60% interest, or 377 Class A units. As of January 31, 2014, the Partnership held a 51.00% ownership
interest, or 395 Class B units, in the Tucson entity, Mr. Wirth and his affiliates held a 1.55% interest, or 12 Class C units,
and other parties held a 47.45% interest, or 367.5 Class A units. As of January 31, 2015, the Tucson entity has discretionary
Priority Return payments to unrelated unit holders of approximately $264,000 to the Partnership of approximately $283,000 and
to Rare Earth of approximately $8,000 per year payable quarterly for calendar years 2015 and 2016.



18







Ontario
Hospitality Properties Restructuring Agreement



On
February 29, 2012, the Trust and Partnership entered into a restructuring agreement with Rare Earth to allow for the sale of non-controlling
interest units in Ontario Hospitality Properties, LP (the “Ontario entity”) for $10,000 per unit, which operates the
Ontario hotel property, then wholly-owned by the Partnership. Under the agreement, Rare Earth agreed to either purchase or bring
in other investors to purchase up to 250 units, which represents approximately 49% of the outstanding partnership units in the
Ontario entity, on a post-transaction basis, and the parties agreed to restructure the limited partnership agreement of the Ontario
entity. The Board of Trustees approved this restructuring on February 1, 2012. Under the restructured limited partnership agreement,
Rare Earth became a general partner of the Ontario entity along with the Trust and Partnership.



On
March 1, 2014, the Trust and Partnership entered into an updated restructuring agreement with Rare Earth to allow for the sale
of additional interest units in the Ontario entity for $10,000 per unit. Under the updated restructuring agreement, Rare Earth
agreed to either purchase or bring in other investors to purchase up to 235 (and potentially up to 275 if the overallotment is
exercised) units. Under the terms of the updated restructuring agreement, the Partnership agreed to hold at least 50.1% of the
outstanding limited partnership units in the Ontario entity, on a post-transaction basis and intends to maintain this minimum
ownership percentage through the purchase of units under this offering. The Board of Trustees approved this restructuring on March
24, 2014. The limited partnership interests in the Ontario entity are allocated to three classes with differing cumulative discretionary
priority distribution rights through March 31, 2017. Class A units are owned by unrelated third parties and have first priority
for distributions. Class B units are owned by the Trust and have second priority for distributions. Class C units are owned by
Rare Earth or other affiliates of Mr. Wirth and have the lowest priority for distributions from the Ontario entity. Priority distributions
of $700 per unit per year are cumulative until December 31, 2015; however, after March 31, 2017 Class A unit holders continue
to hold a preference on distributions over Class B and Class C unit holders.



If
certain triggering events related to the Ontario entity occur prior to the payment of all accumulated distributions to its members,
such accumulated distributions will be paid out of any proceeds of the event before general distribution of the proceeds to the
members. In the event that funds generated from a triggering event are insufficient to pay the total amount of all such accumulated
distributions owed to the members, all Class A members will participate pro rata in the funds available for distribution to them
until paid in full, then Class B, and then Class C. After all investors have received their initial capital plus a 7% per annum
simple return, any additional profits will be allocated 50% to Rare Earth, with the remaining 50% allocated proportionately to
all unit classes. Rare Earth also received a restructuring fee of $128,000, conditioned upon and arising from the sale of the
first 100 units in the Ontario entity following the March 1, 2014 restructuring. The Ontario entity is required to use its best
efforts to pay the priority distributions. The Trust does not guarantee and is not otherwise obligated to pay the cumulative priority
distributions. InnSuites Hotels will continue to provide management, licensing and reservation services to the Ontario, California
property.



During
the twelve months ended January 31, 2015, there were 109 Class A units of the Ontario entity sold, 84 Class B units sold and 20
Class C units sold at $10,000 per unit. As of January 31, 2015, and after the recognition of upward adjustments to certain of
the unit holders, the Partnership held a 51.71% ownership interest, or 498 Class B units, in the Ontario entity, Mr. Wirth and
his affiliates held a 3.64% interest through Rare Earth, or 35 Class C units, and other parties held a 44.65% interest, or 430
Class A units. As of January 31, 2014, the Partnership held a 61.55% ownership interest, or 392.7 Class B units, in the Ontario
entity, Mr. Wirth and his affiliates held a 1.57% interest through Rare Earth, or 10 Class C units, and other parties held a 36.83%
interest, or 235 Class A units. As of January 31, 2015 the Ontario entity has discretionary Priority Return payments to unrelated
unit holders of approximately $349,000, to the Partnership of approximately $301,000 and to Rare Earth of approximately $25,000
per year payable quarterly for calendar years 2015, 2016 and 2017.



Yuma
Hospitality Properties Restructuring Agreement



On
October 24, 2014, the Trust and Partnership entered into a restructuring agreement with Rare Earth to allow for the sale of non-controlling
interest units in Yuma Hospitality Properties, Limited Partnership (the “Yuma entity”) for $10,000 per unit, which
operates the Yuma hotel property, then wholly-owned by the Trust. Prior to the agreement there were 750 units outstanding and
as a result of the agreement, an additional 50 units were created for sale. Under the agreement, Rare Earth agreed to either purchase
or bring in other investors to purchase up to 398 units, which represents approximately 49% of the outstanding partnership units
in the Yuma entity, on a post-transaction basis, and the parties agreed to restructure the limited partnership agreement of the
Yuma entity. The Board of Trustees approved this restructuring on October 24, 2014. Under the restructured limited partnership
agreement, Rare Earth became a general partner of the Yuma entity along with the Trust and Partnership.



The
limited partnership interests in the Yuma entity are allocated to three classes with differing cumulative discretionary priority
distribution rights through January 31, 2020. Class A units are owned by unrelated third parties and have first priority for distributions.
Class B units are owned by the Trust and have second priority for distributions. Class C units are owned by Rare Earth or other
affiliates of Mr. Wirth and have the lowest priority for distributions from the Yuma entity. Priority distributions of $700 per
unit per year are cumulative until January 31, 2020. After January 31, 2020, all Partnership Interests will share equally in all
distributions.



19







If
certain triggering events related to the Yuma entity occur prior to the payment of all accumulated distributions to its members,
such accumulated distributions will be paid out of any proceeds of the event before general distribution of the proceeds to the
members. In the event that funds generated from a triggering event are insufficient to pay the total amount of all such accumulated
distributions owed to the members, all Class A members will participate pro rata in the funds available for distribution to them
until paid in full, then Class B, and then Class C. After all investors have received their initial capital plus a 7% per annum
simple return, any additional profits will be allocated 50% to Rare Earth, with the remaining 50% allocated proportionately to
all unit classes. Rare Earth will receive a restructuring fee of $350,000, conditioned upon and arising from the sale of the first
150 units in the Yuma entity following the October 24, 2014 restructuring. The Trust has paid out $85,000 of the $350,000 restructuring
fee and accrued the remaining $265,000 at January 31, 2015. The $265,000 was paid in March 2016. The Yuma entity is required to
use its best efforts to pay the priority distributions. The Trust does not guarantee and is not otherwise obligated to pay the
cumulative priority distributions. InnSuites Hotels will continue to provide management, licensing and reservation services to
the Yuma, Arizona property.



During
the twelve months ended January 31, 2015, there were 210.10 Class A units of the Yuma entity sold at $10,000 per unit, of which
160.10 were sold from the Trust and the remaining 50 units were newly issued units. As of January 31, 2015, the Trust held a 73.61%
ownership interest, or 588.90 Class B units, in the Yuma entity, Mr. Wirth and his affiliates held a 0.13% interest, or 1 Class
C unit, and other parties held a 26.26% interest, or 210.10 Class A units. As of January 31, 2015, the Yuma entity has discretionary
Priority Return payments to unrelated unit holders of approximately $147,000, to the Trust of approximately $412,000, and to Rare
Earth of approximately $1,000 per year payable quarterly for calendar years 2015, 2016, 2017, 2018, 2019 and 2020.



Tucson
Saint Mary’s Suite Hospitality Restructuring Agreement



On
April 24, 2015, the Trust and Partnership entered into a restructuring agreement with Partnership to allow for the sale of non-controlling
interest units in Tucson Saint Mary’s Suite Hospitality LLC for $10,000 per unit, which operates one of the Tucson, Arizona
hotel properties, then wholly-owned by the Partnership. Under the agreement, the Partnership agreed to either purchase or bring
in other investors to purchase up to 350 units, which represents approximately 50.07% of the outstanding partnership units in
the Tucson, Arizona entity, on a post-transaction basis, and the parties agreed to restructure the limited liability agreement
of the Tucson, Arizona entity. The Board of Trustees approved this restructuring on April 24, 2015. Under the restructured limited
liability agreement, the Partnership was confirmed as the Administrative Member of the Tucson, Arizona entity but Rare Earth Financial,
LLC could be elected in the future as Administrative Member without the Partnership voting on the board resolution. All Membership
Interests will be entitled to receive priority distributions annually of $700 per $10,000 Interest from May 15, 2015 through April
20, 2020, Priority distributions will be paid first to Class A Interests, second to Class B Interests and will be cumulative.
After April 30, 2020, all Membership Interests will be entitled to annual distributions of $700 per $10,000 Interest, which will
be cumulative. The holders of Class A units may convert all of part of their investment at any time up to January 31, 2018 into
2,857 IHT Shares of Beneficial Interest for each $10,000 interest subject to IHT Shareholder approval and other required approvals.
Thereafter each $10,000 interest is convertible into 2,500 IHT Shares of Beneficial Interest.



Financing
Arrangements and Guarantees



As
of January 31, 2015, the Trust has a revolving bank line of credit agreement, with a credit limit of $600,000. The line of credit
bears interest at the prime rate plus 1.00% per annum with a 6.0% rate floor (6.0% as of January 31, 2015), has no financial covenants
and matures on June 23, 2015. The line is secured by a junior security interest in the Yuma, Arizona property and the Trust’s
trade receivables. Mr. Wirth is a guarantor on the line of credit. The Trust had drawn funds of $125,000 and $583,000 on this
line of credit as of January 31, 2015 and January 31, 2014, respectively. The largest outstanding balance on the line of credit
was $600,000 during fiscal year 2015 and fiscal year 2014.



Mr.
Wirth has also guaranteed 100% of our Tucson St. Mary’s mortgage note payable of $4,861,936 as of January 31, 2015 (and
$5,039,946 as of January 31, 2014). The note is due in variable monthly installments ($29,776 as of January 31, 2015 and January
31, 2014), including interest at prime rate (3.25% per year as of January 31, 2015 and January 31, 2014), through April 28, 2015,
plus a balloon payment of $4,812,244 in April 2015. We are actively working with the bank to extend the terms on this mortgage
note payable or obtain a short-term extension of terms. Management expects to extend the terms of this mortgage note payable and
has been making ongoing monthly payments which have been accepted by the financial institution. The note is secured by our Tucson
St. Mary’s property with a carrying value of $7.3 million as of January 31, 2015 (and $7.5 million as of January 31, 2014).
The mortgage note payable secured by the Tucson St. Mary’s hotel property contains recourse provisions to the Partnership
and Trust as full guarantors.



20







On
January 1, 2012, Tucson Hospitality Properties LLP, a subsidiary of the Trust, entered into a $1,000,000 Demand/Revolving Line
of Credit/Promissory Note or Note Receivable with Rare Earth, depending on whether amounts are due to or due from Rare Earth.
The Demand/Revolving Line of Credit/Promissory Note or Note Receivable bears interest at 7.0% per annum, is interest only quarterly
and was set to mature on January 31, 2015. The Demand/Revolving Line of Credit/Promissory Note or Note Receivable was amended
on July 1, 2014 to extend the maturity date to March 31, 2015 and increase the maximum borrowing capacity from $1,000,000 to $1,400,000
which has now expired pursuant based on its terms. The Demand/Revolving Line of Credit/Promissory Note or Note Receivable was
further amended on October 27, 2014 to increase the maximum borrowing capacity from $1,400,000 to $2,000,000. As of March 31,
2015, the Demand/Revolving Line of Credit/Promissory Note or Note Receivable has been paid in full. No prepayment penalty existed
on the Demand/Revolving Line of Credit/Promissory Note or Note Receivable. The balance fluctuates significantly through the periods..
Related party interest expense for the Demand/Revolving Line of Credit/Promissory Note for the twelve months ended January 31,
2015 and 2014 was $42,912 and $10,360, respectively. Related party interest income for the Note Receivable for the fiscal year
ended January 31, 2015 and 2014 was $2,661 and $2,014, respectively.



On
December 1, 2014, the Trust entered into a $1,000,000 net maximum Demand/Revolving Line of Credit/Promissory Note with Rare Earth.
The Demand/Revolving Line of Credit/Promissory Note bears interest at 7.0% per annum, is interest only quarterly and matures on
December 31, 2017. No prepayment penalty exists on the Demand/Revolving Line of Credit/Promissory Note. The balance fluctuates
significantly through the periods. The Demand/Revolving Line of Credit/Promissory Note has a net maximum borrowing capacity of
$1,000,000. Related party interest expense for the Demand/Revolving Line of Credit/Promissory Note for the fiscal year ended January
31, 2015 and 2014 was $659 and $0, respectively.



The
above Demand/Revolving Line of Credit/Promissory Notes are presented together as one line item on the Trust’s balance sheet
and totaled a payable of $541,710 and $331,390 at January 31, 2015 and 2014, respectively, all of which is considered a current
liability.



On
July 23, 2013, the Trust entered into a Corporate Card Agreement (“Corporate Purchase Cards”) with American Express
Travel Related Services Company, Inc. The Corporate Card Agreement distributed a total of nine purchase cards - one to each of
the five respective Hotels, one to the Trust, and one to each of the three respective hotels owned by affiliates of James F. Wirth.
The Corporate Purchase Cards, with a total limit of $300,000, includes insignificant annual fees and $0 of interest per annum.
Payments are due monthly. The Corporate Card Agreement may be cancelled by either party with 30-days written notice. Ms. Barnhill,
the Trust’s President and ViceChairpersonand daughter of Mr. Wirth, initiated the nine purchase cards. As of January 31, 2015 and 2014, the Trust’s portion of the
Corporate Purchase Cards balance was approximately $157,000 and $139,000, respectively.



On
November 24, 2014, the Tucson Oracle entity, entered into a $3,500,000 mortgage loan with Kansas State Bank of Manhattan to acquire
the land associated with this property, re-finance the existing Tucson hotel loan first deed of trust and pay off other existing
debt. This new loan lowered the interest rate for this property’s mortgage from 8.0% to 4.19%. The $3,500,000 commercial
real estate loan has a 15 year term with 4.19% fixed interest rate for five years, and adjusts annually based upon the Weekly
Average Yield of the US Treasury Securities, with a 4.19% floor. The loan closed simultaneous to the land purchase. Rare Earth,
the Partnership, the Trust, the Wirth Family Trust dated July 14, 2006, James and Gail Wirth are joint guarantors. As of January
31, 2015, the mortgage loan balance was approximately $3,462,000, net of a discount of approximately $8,000. Prior to the purchase
of the land associated with the Tucson Oracle property, the Tucson Oracle entity was a party to a ground lease that was set to
expire in 2050, and incurred approximately $154,000 and $188,000 of land lease expense for the fiscal years ended January 31,
2015 and 2014, respectively.



On
August 22, 2014, the Ontario entity, a subsidiary of the Trust, entered into a $5,700,000 mortgage loan with Arizona Bank &
Trust (the “AZB&T Agreement”) to refinance the then existing term debt. The AZB&T Agreement calls for a 10
year maturity date and an interest rate of 4.75% fixed for the first five years and then variable at Wall Street Journal Prime
+ 1.50% with a 4.75% floor for the remaining 5 years of the term. James and Gail Wirth are joint guarantors. Prepayment fees exist
for refinancing this debt with another lender in the first three years. As of January 31, 2015, the mortgage loan balance was
approximately $5,580,000, net of a discount of approximately $48,000.



On
September 25, 2013, the Trust entered into a revenue sharing agreement with independent Lodging Industry Association (“ILIA”).
In 2014, Ms. Barnhill, President and Vice Chairperson of the Trust, became President of ILIA. The revenue sharing agreement states
that of the 10% IBC fees collected from ILIA hotels, 3% will be remitted back to ILIA from February, 2015 through June, 2015,
2% will be remitted back to ILIA from July, 2015 through December, 2015, and 1% will be remitted back to ILIA from January, 2016
through June, 2016. As of January 31, 2015 and January 31, 2014, no fees have been remitted or accrued related to the ILIA revenue
sharing agreement.



21







Other
Related Party Transactions



As
of January 31, 2015, the Trust paid Berg Investment Advisors $12,900 for additional consultative services rendered by Mr. Mark
Berg, the Trust’s Executive Vice President.



Compensation
Information



For
information regarding compensation of our executive officers, see Item 11 of this Amendment.



Review,
Approval or Ratification of Transactions with Related Parties



On
December 10, 2013, the Board of Trustees adopted a Related Party Transactions Policy, which established procedures for reviewing
transactions between us and our Trustees and executive officers, their immediate family members, entities with which they have
a position or relationship, and persons known to us to be the beneficial owner of more than 5% of our Shares of Beneficial Interest.
These procedures help us evaluate whether any related person transaction could impair the independence of a Trustee or presents
a conflict of interest on the part of a Trustee or executive officer. First, the related party transaction is presented to our
executive management, including our Chief Financial Officer. Our Chief Financial Officer then discusses the transaction with our
outside counsel, as needed. Lastly, the Audit Committee and the members of the Board of Trustees who do not have an interest in
the transaction review the transaction and, if they approve, pass a resolution authorizing the transaction. In determining whether
to approve a Related Party Transaction, the Audit Committee and the members of the Board of Trustees consider whether the terms
of the related party transaction are fair to the Trust on the same basis as would apply if the transaction did not involve a related
party; whether there are business reasons for the Trust to enter into the related party transaction; whether the related party
transaction would impair the independence of the outside Trustee and whether the related party transaction would present an improper
conflict of interest for any Trustee or executive officer of the Trust, taking into account the size of the transaction, the overall
financial position of the trustee, executive officer or related party, the direct or indirect nature of the Trustee’s, executive
officer’s or other related party interest in the transaction and the ongoing nature of any proposed relationship, and any
other factors the Audit Committee and members of the Board of Trustees deem relevant. Our Related Party Transactions Policy is
available in the Corporate Governance portion of our website at www.innsuitestrust.com.



Item
14. PRINCIPAL ACCOUNTING FEES AND SERVICES



Our
consolidated financial statements as of and for the fiscal years ended January 31, 2015 and 2014 were audited by Semple, Marchal
& Cooper, LLP.



Audit
Fees



For
the fiscal year ended January 31, 2015, we expect to pay Semple, Marchal & Cooper, LLP up to $80,000 for professional services
rendered for the audit of our annual financial statements and up to $12,500 for the review of our interim financial statements
in our Forms 10-Q for fiscal year ended January 31, 2015.



The
aggregate fees billed and paid for services rendered by Semple, Marchal & Cooper, LLP for the audit of our fiscal year ended
January 31, 2014, the review of our interim financial statements in our Forms 10-Q and services provided in connection with regulatory
filings was $148,000.



Audit-Related
Fees



No
audit-related services were rendered by Semple, Marchal & Cooper, LLP for our fiscal year ended January 31, 2015. We paid
$42,733 to Semple, Marchal & Cooper, LLP for professional services rendered for the audit of the financial statements of Fort
Worth / Dallas Suite Hospitality Partnership, dba Hotel Trinity (“Hotel Trinity”), for the period ended January 31,
2014, as the Trust planned to purchase 51% partnership interest in Hotel Trinity.



Tax
Fees



Semple,
Marchal & Cooper, LLP did not provide any tax compliance, tax advice or tax planning services to us during the fiscal years
ended January 31, 2015 and 2014.



All
Other Fees



Semple,
Marchal & Cooper, LLP did not render any other services to us, and billed no other fees, during the fiscal years ended January
31, 2015 and 2014.



22







Our
Audit Committee has considered and determined that the provision of these services is compatible with Semple, Marchal & Cooper,
LLP maintaining their independence from us.



Policy
on Pre-Approval of Audit and Permitted Non-Audit Services



The
Audit Committee pre-approves all fees for services performed by our independent auditors, currently Semple, Marchal & Cooper,
LLP. Unless a type of service our independent auditors provided received general pre-approval, it will require specific pre-approval
by the Audit Committee. Any proposed services exceeding pre-approved cost levels will require specific pre-approval by the Audit
Committee. The term of any pre-approval is 12 months from the date of pre-approval, unless the Audit Committee specifically provides
for a different period. Since May 6, 2003, the effective date of the SEC’s rules requiring Audit Committee pre-approval
of audit and non-audit services performed by our independent auditors, all of the services provided by our independent auditors
were approved in accordance with these policies and procedures.



PART
IV



Item
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES



| | (a)(3) | Exhibit
    List
| | ------ | ----------------



See
the Exhibit Index, which is incorporated herein by reference.



23







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of Securities Exchange Act of 1934, as amended, the Trust has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.



|                        | INNSUITES
    HOSPITALITY TRUST
|----------------------- | -------------------------------
|                        |                                
|                        |                                
|Dated:
    May 28, 2015 | By:                            
|                        |                                
|                        |                                
|Dated: May 28,
    2015 | By:                            
|                        |                                



24









EXHIBIT
INDEX



|Exhibit
    No. |  | Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.1             |  | Second
    Amended and Restated Declaration of Trust of InnSuites Hospitality Trust, dated June 16, 1998, as further amended on July
    12, 1999 (incorporated by reference to Exhibit 3.1 of the Registrant’s Annual Report on Form 10-K for the fiscal year
    ended January 31, 2005, filed with the Securities and Exchange Commission on May 16, 2005).                                                                                                                                                       
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.1            |  | Second
    Amended and Restated Agreement of Limited Partnership of RRF Limited Partnership, dated March 24, 2014 (incorporated by reference
    to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on
    March 26, 2014).                                                                                                                                                                                                                           
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.2*           |  | Form
    of Indemnification Agreement between InnSuites Hospitality Trust and each Trustee and executive officer (incorporated by reference
    to Exhibit 10.3 of the Registrant’s Annual Report on Form 10-K/A for the fiscal year ended January 31, 2006, filed with
    the Securities and Exchange Commission on May 12, 2006).                                                                                                                                                                                 
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.3*           |  | InnSuites
    Hospitality Trust 1997 Stock Incentive and Option Plan (incorporated by reference to Exhibit 4(a) of the Registrant’s
    Registration Statement on Form S-8, filed with the Securities and Exchange Commission on September 18, 2000).                                                                                                                                                                                                                                                                
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.4            |  | Line
    of Credit Agreement, dated August 1, 2010, by and between RRF Limited Partnership and Rare Earth Financial, LLC (incorporated
    by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31,
    2010, filed with the Securities and Exchange Commission on September 3, 2010).                                                                                                                                                                   
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.5            |  | Revolving
    Bank Line of Credit Promissory Note, dated November 23, 2010, executed by InnSuites Hospitality Trust, Yuma Hospitality Properties
    Limited Partnership and RRF Limited Partnership, as Borrowers, in favor of RepublicBankAZ, N.A., as Lender (incorporated by
    reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 31,
    2010, filed with the Securities and Exchange Commission on December 9, 2010).                          
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.6            |  | Revolving
    Bank Line of Credit Business Loan Agreement, dated November 23, 2010, by and among InnSuites Hospitality Trust, Yuma Hospitality
    Properties Limited Partnership and RRF Limited Partnership, as Borrowers, and RepublicBankAZ, N.A., as Lender (incorporated
    by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended October
    31, 2010, filed with the Securities and Exchange Commission on December 9, 2010).                         
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.7            |  | Change
    in Terms Agreement for Bank Line of Credit, dated May 12, 2011, executed by InnSuites Hospitality Trust, Yuma Hospitality
    Properties Limited Partnership and RRF Limited Partnership, as Borrowers, and James F. Wirth, as Guarantor, in favor of RepublicBankAZ
    N.A., as Lender (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the
    fiscal quarter ended April 30, 2011, filed with the Securities and Exchange Commission on June 3, 2011).
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.8            |  | Change
    in Terms Agreement for Bank Line of Credit, dated May 25, 2012, executed by InnSuites Hospitality Trust, Yuma Hospitality
    Properties Limited Partnership and RRF Limited Partnership, as Borrowers, and James F. Wirth, as Guarantor, in favor of RepublicBankAZ,
    N.A., as Lender (incorporated by reference to Exhibit 10.11 of the Registrant’s Annual Report on Form 10-K/A for the
    fiscal year ended January 31, 2012, filed with the Securities and Exchange Commission on May 30, 2012).
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.9            |  | Change
    in Terms Agreement for Bank Line of Credit, dated June 22, 2012, executed by InnSuites Hospitality Trust, Yuma Hospitality
    Properties Limited Partnership and RRF Limited Partnership, as Borrowers, and James F. Wirth, as Guarantor, in favor of RepublicBankAZ,
    N.A., as Lender (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K, filed with the Securities and
    Exchange Commission on June 25, 2012).                                                              
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.10           |  | Addendum,
    dated August 27, 2012, to Business Loan Agreement, dated November 23, 2010, by and amongInnSuites
    Hospitality Trust, Yuma Hospitality Properties Limited Partnership and RRF Limited Partnership, as Borrowers, and RepublicBankAZ,
    N.A., as Lender (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the
    fiscal quarter ended July 31, 2012, filed with the Securities and Exchange Commission on September 14, 2012).                     



25









|10.11 |  | Change
    in Terms Agreement for Bank Line of Credit, dated September 14, 2012, executed by InnSuites Hospitality Trust, Yuma Hospitality
    Properties Limited Partnership and RRF Limited Partnership, as Borrowers, and James F. Wirth, as Guarantor, in favor of RepublicBankAZ,
    N.A., as Lender (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the
    fiscal quarter ended October 31, 2012, filed with the Securities and Exchange Commission on December 17, 2012).
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.12 |  | Change
    in Terms Agreement for Bank Line of Credit, dated June 11, 2013, executed by InnSuites Hospitality Trust, Yuma Hospitality
    Properties Limited Partnership and RRF Limited Partnership, as Borrowers, and Republic Bank AZ, N.A., as Lender (incorporated
    by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31,
    2013, filed with the Securities and Exchange Commission on September 11, 2013).                                               
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.13 |  | Business
    Loan Agreement, dated as of August 24, 2012, by and among Yuma Hospitality Properties Limited Partnership, as Borrower, and
    1st Bank Yuma, as Lender, guaranteed by InnSuites Hospitality Trust (incorporated by reference to Exhibit 10.2 of the Registrant’s
    Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2012, filed with the Securities and Exchange Commission
    on December 17, 2012).                                                                                      
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.14 |  | Business
    Loan and Security Agreement, dated November 25, 2013, by and between Yuma Hospitality Properties Limited Partnership, as Borrower,
    and American Express Bank FSB, as Lender (incorporated by reference to Exhibit 10.3 of the Registrant’s quarterly Report
    on Form 10-Q for the fiscal quarter ended October 31, 2013, filed with the Securities and Exchange Commission on December
    6, 2013).                                                                                                           
|10.15 |  | Promissory
    Note, dated as of August 24, 2012, issued by Yuma Hospitality Properties Limited Partnership, as Borrower, in favor of 1st
    Bank Yuma, as Lender, executed by Yuma Hospitality Properties Limited Partnership and InnSuites Hospitality Trust (incorporated
    by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended October
    31, 2012, filed with the Securities and Exchange Commission on December 17, 2012).                                       
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.16 |  | Business
    Loan and Security Agreement dated September 24, 2013, by and between Ontario Hospitality Properties, LP, as Borrower and American
    Express Bank, FSB, as Lender (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form
    10-Q for the fiscal quarter ended October 31, 2013, filed with the Securities and Exchange Commission on December 6, 2013).                                                                                                                            
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.17 |  | Albuquerque
    Suite Hospitality, LLC Restructuring Agreement, dated August 30, 2010, by and among RRF Limited Partnership, Rare Earth Financial,
    LLC, InnSuites Hospitality Trust, James F. Wirth, and Albuquerque Suite Hospitality, LLC (incorporated by reference to Exhibit
    10.2 of the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2010, filed with the Securities
    and Exchange Commission on September 3, 2010).                                                          
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.18 |  | Tucson
    Hospitality Properties LP Restructuring Agreement, dated February 17, 2011, by and among Rare Earth Financial, LLC, RRF Limited
    Partnership, InnSuites Hospitality Trust, Tucson Hospitality Properties LP, and James F. Wirth (incorporated by reference
    to Exhibit 10.8 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2011, filed with
    the Securities and Exchange Commission on April 29, 2011).                                                                  
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.19 |  | Albuquerque
    Suite Hospitality, LLC Restructuring Agreement, dated December 9, 2013, by and among RRF Limited Partnership, Rare Earth Financial,
    LLC, InnSuites Hospitality Trust, James F. Wirth, and Albuquerque Suite Hospitality, LLC (incorporated by reference to Exhibit
    10.19 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2014, filed with the Securities
    and Exchange Commission on April 28, 2014).                                                              
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.20 |  | Tucson
    Hospitality Properties LP updated Restructuring Agreement, dated as of October 1, 2013, by and among Rare Earth Financial,
    LLC, RRF Limited Partnership, InnSuites Hospitality Trust, and Tucson Hospitality Properties LP (incorporated by reference
    to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2013, filed
    with Securities and Exchange Commission on December 6, 2013).                                                                  
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.21 |  | Amended
    and Restated Limited Partnership Agreement of Ontario Hospitality Properties, dated January 31, 2011, by and among Rare Earth
    Financial, LLC, RRF Limited Partnership, InnSuites Hospitality Trust, Ontario Hospitality Properties LP, and James F. Wirth
    (incorporated by reference to Exhibit 10.10 of the Registrant’s Annual report on Form 10-K for the fiscal year ended
    January 31, 2012, filed with the Securities and Exchange Commission on April 30, 2012).                                     



26







|10.22  |  | Partnership
    Interest Purchase Agreement, dated March 24, 2014, by and between InnSuites Hospitality Trust and Suite Hotels, LLC (incorporated
    by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange
    Commission on March 26, 2014).                                                                                                                                     
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.23* |  | Employment
    Offer Letter from InnSuites Hospitality Trust to Adam B. Remis, dated March 3, 2013 (incorporated by reference to Exhibit
    10.1 of the Registrant’s Form 8-K, filed with the Securities and Exchange Commission on March 18, 2013).                                                                                                                                                                                            
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.24  |  | Business
    Loan and Security Agreement, dated May 21, 2014, executed by Tucson Hospitality Properties, LLLP, as Borrower, in favor of
    American Express Bank, FSB, as Lender (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report
    on Form 8-K, filed with the Securities and Exchange Commission on May 30, 2014).                                                                                             
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.25  |  | Change
    in Terms Agreement, dated June 23, 2014, executed by InnSuites Hospitality Trust, Yuma Hospitality Properties Limited Partnership
    and RRF Limited Partnership, as Borrower, in favor of Republic Bank AZ, N.A. (incorporated by reference to Exhibit 10.1 of
    the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 26, 2014).                                                
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.26  |  | Addendum,
    dated July 1, 2014, to the Demand/Revolving Line of Credit/Promissory Note Agreement, by and between Tucson Hospitality Properties,
    LLLP and Rare Earth Financial, LLC. (incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report
    on Form 10-Q for the fiscal quarter ended July 31, 2014, filed with the Securities and Exchange Commission on September 9,
    2014).                              
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.27  |  | Business
    Loan and Security Agreement, dated July 24, 2014, executed by Tucson Saint Mary’s Suite Hospitality LLC, as Borrower,
    in favor of American Express Bank, FSB, as Lender (incorporated by reference to Exhibit 10.1 of the Registrant’s Current
    Report on Form 8-K, filed with the Securities and Exchange Commission on July 30, 2014).                                                                                     
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.28  |  | Business
    Loan and Security Agreement, dated August 19, 2014, executed by Ontario Hospitality Properties LLLP, as Borrower, in favor
    of American Express Bank, FSB, as Lender (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report
    on Form 8-K, filed with the Securities and Exchange Commission on August 25, 2014).                                                                                       
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.29  |  | Business
    Loan Agreement, dated August 22, 2014, by and among Ontario Hospitality Properties LLLP, as Borrower, and Arizona Bank &
    Trust, as Lender, guaranteed by a first position lien against the Ontario property and all general business assets of Ontario
    (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K, filed with the Securities
    and Exchange Commission on August 25, 2014).
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.30  |  | Business
    Loan and Security Agreement dated September 16, 2014, executed by Yuma Hospitality Properties Limited Partnership, as Borrower,
    in favor of American Express Bank, FSB, as Lender (incorporated by reference to Exhibit 10.1 of the Registrant’s Current
    Report on Form 8-K, filed with the Securities and Exchange Commission on September 22, 2014).                                                                      
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.31  |  | Purchase
    and Sale Agreement, dated October 15, 2014, between Tucson Hospitality Properties, LLLP and Joseph R. Cesare and Hugh M. Caldwell,
    Jr. (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the Securities
    and Exchange Commission on October 21, 2014).                                                                                                                   
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.32  |  | Business
    Loan and Security Agreement, dated October 24, 2014, executed by Albuquerque Suite Hospitality, L.L.C., as Borrower, in favor
    of American Express Bank, FSB, as Lender (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report
    on Form 8-K, filed with the Securities and Exchange Commission on October 30, 2014).                                                                                   
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.33  |  | Addendum,
    dated October 27, 2014, to the Demand/Revolving Line of Credit/Promissory Note Agreement, by and between Tucson Hospitality
    Properties, LLLP and Rare Earth Financial, LLC (incorporated by reference to Exhibit 10.2 of the Registrant’s Current
    Report on Form 8-K, filed with the Securities and Exchange Commission on October 30, 2014).                                                                              
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.34  |  | Deed
    of Trust, dated November 18, 2014, among Tucson Hospitality Properties, LLLP, as Trustor, and Kansas State Bank of Manhattan,
    as Lender (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K, filed with the
    Securities and Exchange Commission on November 26, 2014).                                                                                                                     



27







|10.35   |  | Promissory
    Note, dated November 18, 2014, executed by Tucson Hospitality Properties LLLP, as Borrower, and Kansas State Bank of Manhattan,
    as Lender (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K, filed with the
    Securities and Exchange Commission on November 26, 2014).                                                                                                    
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.36   |  | Yuma
    Hospitality Properties LLLP Restructuring Agreement, dated October 24, 2014, among, Rare Earth Financial, LLC, InnSuites Hospitality
    Trust and Yuma Hospitality Properties Limited Partnership (incorporated by reference to Exhibit 10.9 of the Registrant’s
    Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2014, filed with the Securities and Exchange Commission
    on December 10, 2014).
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.37   |  | Promissory
    Demand Note, dated December 29, 2014, executed by InnSuites Hospitality Trust and RRF Limited Partnership, as Buyer, and Guy
    C. Hayden III, as Lender (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K,
    filed with the Securities and Exchange Commission on January 5, 2015).                                                                                          
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.38*  |  | InnSuites
    Hospitality Trust 2015 Equity Incentive Plan, adopted by the Board of Trustees on February 5, 2015, subject to shareholder
    approval (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K, filed with the Securities
    and Exchange Commission on February 11, 2015).                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.39*  |  | Nonqualified
    Stock Option Agreement, dated as of February 5, 2015, between InnSuites Hospitality Trust and Pamela Barnhill. +                                                                                                                                                                                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.40   |  | Change
    in Terms Agreement and Acknowledgement by Guarantor, dated February 26, 2015, executed by the Tucson Saint Mary’s Suite
    Hospitality, LLC and Hanmi Bank (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form
    8-K, filed with the Securities and Exchange Commission on March 3, 2015).                                                                                              
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.41   |  | Demand/Revolving
    Line of Credit/Promissory Note Agreement, by and between InnSuites Hospitality Trust and Rare Earth Financial, LLC, dated
    December 31, 2014. +                                                                                                                                                                                                                                                                 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.42*  |  | Nonqualified
    Stock Option Form Agreement, between InnSuites Hospitality Trust and Stock Option recipient. +                                                                                                                                                                                                                                                                                                                         
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.43   |  | Tucson
    Saint Mary’s Suite Hospitality LLC Restructuring Agreement, dated April 24, 2015, by and among RRF Limited Partnership,
    InnSuites Hospitality Trust, Tucson Saint Mary’s Suite Hospitality LLC and Rare Earth Financial, LLC. +                                                                                                                                                                                          
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.44   |  | Suite
    Hotels, LLC and InnSuites Hospitality Trust Termination Agreement, dated April 24, 2015, by and between InnSuites Hospitality
    Trust and Suite Hotels. +                                                                                                                                                                                                                                                                   
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|21      |  | Subsidiaries
    of the Registrant. +                                                                                                                                                                                                                                                                                                                                                                                                   
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|31.1    |  | Certification
    of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|31.2    |  | Certification
    of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|32.1    |  | Certification
    of Chief Executive Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|32.2    |  | Certification
    of Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|101     |  | XBRL
    Exhibits +                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|101.INS |  | XBRL
    Instance Document +                                                                                                                                                                                                                                                                                                                                                                                                            
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|101.SCH |  | XBRL
    Schema Document +                                                                                                                                                                                                                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|101.CAL |  | XBRL
    Calculation Linkbase Document +                                                                                                                                                                                                                                                                                                                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|101.LAB |  | XBRL
    Labels Linkbase Document +                                                                                                                                                                                                                                                                                                                                                                                                     
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|101.PRE |  | XBRL
    Presentation Linkbase Document +                                                                                                                                                                                                                                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|101.DEF |  | XBRL
    Definition Linkbase Document +                                                                                                                                                                                                                                                                                                                                                                                                 








|* | Management
    contract or compensatory plan or arrangement.
|- | ------------------------------------------------------------
|+ | Filed
    with the Original Form 10-K.                      



28