EXHIBIT 10.15



 Exhibit 10.15 
 PURCHASE CONTRACT 
 between 
 Homecourt Hospitality – Hilton Head 1, LLC, Homecourt Hospitality – Hilton Head 2, 
 LLC, Homecourt Hospitality – Winston Salem, LLC, Homecourt Hospitality – 
 Birmingham 1,
LLC, Homecourt Hospitality – Birmingham 2, LLC, PHREG – 
 Birmingham, LLC, Homecourt Hospitality – Greenville, LLC,
PHREG – Greenville, LLC, 
 Homecourt Hospitality – Tampa, LLC, PHREG – Tampa, LLC, Homecourt Hospitality – 

 Jacksonville, LLC, PHREG – Jacksonville, LLC, and Rylie Properties, LLC 
 (“SELLERS”) 
 AND 
 APPLE EIGHT HOSPITALITY OWNERSHIP, INC. (“BUYER”) 
 AND 
 James W. Turner and David L. Tart, Howard Gale Tart, Ricky Tart, 
 Claudette Green, George Barrett, William Allen, Burrow Hill, Paul Shaw, 
 Larry Lollis, David Swentor and Adrian Wewers 
 (collectively, “INDEMNITOR”)

 Dated: November 5, 2007 







 TABLE OF CONTENTS 
  


					
	 	 	 	  	Page No.
	 ARTICLE I
	 	DEFINED TERMS	  	1
			
	 1.1
	 	Definitions	  	1
			
	 ARTICLE II
	 	PURCHASE AND SALE; PURCHASE PRICE; PAYMENT; EARNEST MONEY DEPOSIT	  	7
			
	 2.1
	 	Purchase and Sale	  	7
	 2.2
	 	Purchase Price	  	8
	 2.3
	 	Allocation	  	8
	 2.4
	 	Payment	  	8
	 2.5
	 	Earnest Money Deposit	  	8
			
	 ARTICLE III
	 	REVIEW PERIOD	  	9
			
	 3.1
	 	Review Period	  	9
	 3.2
	 	Due Diligence Examination	  	11
	 3.3
	 	Restoration	  	11
	 3.4
	 	Seller Exhibits	  	11
			
	 ARTICLE IV
	 	SURVEY AND TITLE APPROVAL	  	12
			
	 4.1
	 	Survey	  	12
	 4.2
	 	Title	  	12
	 4.3
	 	Survey or Title Objections	  	12
	 4.4
	 	Existing Loans	  	13
			
	 ARTICLE V
	 	TERMINATION OF MANAGEMENT AGREEMENT	  	13
			
	 ARTICLE VI
	 	BROKERS	  	14
			
	 ARTICLE VII
	 	REPRESENTATIONS, WARRANTIES AND COVENANTS	  	14
			
	 7.1
	 	Seller’s and Indemnitor’s Representations, Warranties and Covenants	  	14
	 7.2
	 	Buyer’s Representations, Warranties and Covenants	  	19
	 7.3
	 	Survival	  	19
			
	 ARTICLE VIII
	 	ADDITIONAL COVENANTS	  	20
			
	 8.1
	 	Subsequent Developments	  	20
	 8.2
	 	Operations	  	20
	 8.3
	 	Third Party Consents	  	21

  

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	 8.4
	 	Employees	  	21
	 8.5
	 	Estoppel Certificates	  	22
	 8.6
	 	Access to Financial Information	  	22
	 8.7
	 	Bulk Sales	  	22
	 8.8
	 	Indemnification	  	22
	 8.9
	 	Escrow Funds	  	25
	 8.10
	 	Liquor Licenses	  	25
			
	 ARTICLE IX
	 	CONDITIONS FOR CLOSING	  	25
			
	 9.1
	 	Buyer’s Conditions for Closing	  	25
	 9.2
	 	Seller’s Conditions for Closing	  	26
			
	 ARTICLE X
	 	CLOSING AND CONVEYANCE	  	28
			
	 10.1
	 	Closing	  	28
	 10.2
	 	Deliveries of Seller and Indemnitor	  	28
	 10.3
	 	Buyer’s Deliveries	  	29
			
	 ARTICLE XI
	 	COSTS	  	30
			
	 11.1
	 	Seller’s Costs	  	30
	 11.2
	 	Buyer’s Costs	  	31
			
	 ARTICLE XII
	 	ADJUSTMENTS	  	31
			
	 12.1
	 	Adjustments	  	31
	 12.2
	 	Reconciliation and Final Payment	  	33
	 12.3
	 	Employees	  	33
			
	 ARTICLE XIII
	 	CASUALTY AND CONDEMNATION	  	33
			
	 13.1
	 	Risk of Loss; Notice	  	33
	 13.2
	 	Buyer’s Termination Right	  	34
	 13.3
	 	Procedure for Closing	  	34
			
	 ARTICLE XIV
	 	DEFAULT REMEDIES	  	34
			
	 14.1
	 	Buyer Default	  	34
	 14.2
	 	Seller Default	  	34
	 14.3
	 	Attorney’s Fees	  	35
			
	 ARTICLE XV
	 	NOTICES	  	35
			
	 ARTICLE XVI
	 	MISCELLANEOUS	  	36
			
	 16.1
	 	Performance	  	36
	 16.2
	 	Binding Effect; Assignment	  	36

  

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	 16.3
	  	Entire Agreement	  	36
	 16.4
	  	Governing Law	  	36
	 16.5
	  	Captions	  	36
	 16.6
	  	Confidentiality	  	36
	 16.7
	  	Closing Documents	  	37
	 16.8
	  	Counterparts	  	37
	 16.9
	  	Severability	  	37
	 16.10
	  	Interpretation	  	37
	 16.11
	  	(Intentionally Omitted)	  	37
	 16.12
	  	Further Acts	  	37
	 16.13
	  	Joint and Several Obligations	  	37
			
	 SCHEDULES:
	  		  	
			
	 EXHIBITS:
	  		  	
			
	 Exhibit A
	  	Information re Hotels	  	
	 Exhibits A1-A7
	  	Legal Descriptions	  	
	 Exhibit B
	  	List of FF&E	  	
	 Exhibit C
	  	List of Hotel Contracts	  	
	 Exhibit D
	  	Consents and Approvals	  	
	 Exhibit E
	  	Environmental Reports	  	
	 Exhibit F
	  	Claims or Litigation Pending	  	
	 Exhibit G
	  	Escrow Agreement	  	
	 Exhibit H
	  	New Management Agreement	  	
	 Exhibit I
	  	Existing Loans	  	

  

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 PURCHASE CONTRACT 
 This PURCHASE CONTRACT (this “Contract”) is made and entered into as of November __, 2007, by and between Homecourt Hospitality – Hilton Head 1, LLC, Homecourt Hospitality – Hilton
Head 2, LLC, Homecourt Hospitality – Winston Salem, LLC, Homecourt Hospitality – Birmingham 1, LLC, Homecourt Hospitality – Birmingham 2, LLC, PHREG – Birmingham, LLC, Homecourt Hospitality – Greenville, LLC, PHREG –
Greenville, LLC, Homecourt Hospitality – Tampa, LLC, PHREG – Tampa, LLC, Homecourt Hospitality – Jacksonville, LLC, PHREG – Jacksonville, LLC, and Rylie Properties, LLC (individually, a “Seller”, and
collectively, the “Sellers”), with a principal office at 669 Marina Drive, Suite B4, Charleston, South Carolina 29492, and APPLE EIGHT HOSPITALITY OWNERSHIP, INC., a Virginia corporation, with its principal office at 814 East
Main Street, Richmond, Virginia 23219, or its affiliates or assigns (“Buyer”), and joined in by James W. Turner and David L. Tart, Howard Gale Tart, Ricky Tart, Claudette Green, George Barrett, William Allen, Burrow Hill,
Paul Shaw, Larry Lollis, David Swentor and Adrian Wewers (collectively, “Indemnitor”). 
 RECITALS 

A. Sellers are the fee simple owners of those certain seven hotel properties (each, a “Hotel”, and collectively, the
“Hotels”) identified in on Exhibit A attached hereto and incorporated by reference. 
 B. Buyer is
desirous of purchasing the Hotels from Sellers, and Sellers are desirous of selling the Hotels to Buyer, for the purchase price and upon terms and conditions hereinafter set forth. 
 AGREEMENT: 
 NOW, THEREFORE, in consideration of the foregoing Recitals, the
mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 ARTICLE I 
 DEFINED TERMS 
 1.1 Definitions. The following capitalized terms when used in this Contract shall have the meanings set forth below unless the context otherwise
requires: 
 “Additional Deposit” shall mean $1,400,000. 
 “Affiliate” shall mean, with respect to any Seller or Buyer, any other person or entity directly or indirectly controlling (including
but not limited to all directors and officers), controlled by or under direct or indirect common control with such Seller or Buyer, as applicable. For purposes of the foregoing, a person or entity shall be deemed to control another person or entity
if it possesses, directly or indirectly, the power to direct or cause direction of the management and policies of such other person or entity, whether through the ownership of voting securities, by contract or otherwise. 
  

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 “Appurtenances” shall mean all rights, titles, and interests of a Seller appurtenant to
the Land and Improvements, including, but not limited to, (i) all easements, rights of way, rights of ingress and egress, tenements, hereditaments, privileges, and appurtenances in any way belonging to the Land or Improvements, (ii) any
land lying in the bed of any alley, highway, street, road or avenue, open or proposed, in front of or abutting or adjoining the Land, (iii) any strips or gores of real estate adjacent to the Land, and (iv) the use of all alleys, easements
and rights-of-way, if any, abutting, adjacent, contiguous to or adjoining the Land. 
 “Brand” shall mean the hotel brand or
franchise identified on Exhibit A and under which the applicable Hotel operates. 
 “Business Day” shall mean any day
other than a Saturday, Sunday or legal holiday in the Commonwealth of Virginia. 
 “Closing” shall mean the closing of the
purchase and sale of the Property pursuant to this Contract. 
 “Closing Date” shall have the meaning set forth in
Section 10.1. 
 “Contracts, Plans and Specs” shall mean all construction and other contracts, plans, drawings,
specifications, surveys, soil reports, engineering reports, inspection reports, and other technical descriptions and reports in the possession or control of Sellers at the time of mutual acceptance of this Contract. 
 “Deed” shall have the meaning set forth in Section 10.2(a). 
 “Deposits” shall mean, to the extent assignable, all prepaid rents and deposits, refundable security deposits and rental deposits, and
all other deposits for advance reservations, banquets or future services, made in connection with the use or occupancy of the Improvements; provided, however, that to the extent Seller does not assign to Buyer at Closing all of the prepaid rents
and/or deposits attributable to any Leases related to the Property, Buyer shall be entitled to a credit against the cash portion of the Purchase Price allocable to the Property in an amount equal to the amount of the prepaid rents and/or deposits
attributable to the Leases transferred at the Closing of such Property, and provided further, that “Deposits” shall exclude (i) reserves for real property taxes and insurance, in each case, except to the extent such reserves are
conveyed to Buyer at Closing as payment or satisfaction of a Seller’s obligations for taxes or insurance premiums, deductibles and other self-insurance and all other potential liabilities and claims in respect of any period prior to Closing, as
pro rated or otherwise required in accordance with the terms of this Contract and reflected on the settlement statement, (ii) any other Seller reserve accounts (unless otherwise expressly provided herein), and (iii) utility deposits.
“Deposits” shall not include, and Sellers shall retain, cash and cash equivalents, provided that Seller’s “cash bank” on hand in the cash register of each Hotel shall be included in the Property, and an appropriate
adjustment to the Purchase Price shall be made therefore at Closing; provided, however, Deposits shall include FF&E reserve amounts that are held pursuant to the Existing Loans that are assumed by Buyer to the extent that such reserve amounts
are required by the applicable lender to be maintained by Buyer post-Closing and not released to Seller, in which case such required reserve amounts shall be transferred to Buyer at Closing and Seller shall credited, and Buyer debited, by an amount
equal to fifty percent (50%) of such required reserve amounts. 
  

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 “Due Diligence Examination” shall have the meaning set forth in Section 3.2.

 “Earnest Money Deposit” shall have the meaning set forth in Section 2.5(a). 
 “Environmental Requirements” shall have the meaning set forth in Section 7.1(f) 
 “Escrow Agent” shall have the meaning set forth in Section 2.5(a). 
 “Escrow Agreement” shall have the meaning set forth in Section 2.5(b). 
 “Exception Documents” shall have the meaning set forth in Section 4.2. 
 “Existing Franchise Agreement” shall mean that certain franchise license agreement between the applicable Seller and the Franchisor,
granting such Seller a franchise to operate its Hotel under the Brand. 
 “Existing Loans” shall mean those loans identified
on Exhibit I. 
 “Existing Management Agreement” shall mean that certain management agreement between the applicable
Seller and the manager for the operation and management of its Hotel. 
 “FF&E” shall mean, as to each Hotel, all
tangible personal property and fixtures of any kind (other than personal property (i) owned by guests of the Hotel or (ii) leased by Seller pursuant to an FF&E Lease) attached to, or located upon and used in connection with the
ownership, maintenance, use or operation of the Land or Improvements as of the date hereof (or acquired by Seller and so employed prior to Closing), including, but not limited to, all furniture, fixtures, equipment, signs and related personal
property; all heating, lighting, plumbing, drainage, electrical, air conditioning, and other mechanical fixtures and equipment and systems; all elevators, and related motors and electrical equipment and systems; all hot water heaters, furnaces,
heating controls, motors and equipment, all shelving and partitions, all ventilating equipment, and all disposal equipment; all spa, health club and fitness equipment; all equipment used in connection with the use and/or maintenance of the
guestrooms, restaurants, lounges, business centers, meeting rooms, swimming pools, indoor and/or outdoor sports facilities and other common areas and recreational areas; all carpet, drapes, beds, furniture, televisions and other furnishings; all
stoves, ovens, freezers, refrigerators, dishwashers, disposals, kitchen equipment and utensils, tables, chairs, plates and other dishes, glasses, silverware, serving pieces and other restaurant and bar equipment, apparatus and utensils, provided
that FF&E shall not include the contents of the curio cabinet located in the lobby of the Dunn Hotel. A current approximate list of FF&E shall be provided by Seller within twenty (20) days following the Tax Allocation Date and attached
hereto as Exhibit B.  
 “FF&E Leases” shall mean all leases of any FF&E and other contracts
permitting the use of any FF&E at the Improvements, which, to the extent assignable, shall be assumed by Buyer unless otherwise agreed by the parties. 
  

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 “FF&E Replacement Reserves and Capital Repairs/Improvements” shall mean all deposits
and reserves for replacement of FF&E and for capital repairs and/or improvements made in connection with the use or occupancy of the Improvements; which shall remain with Seller and not be credited to Buyer against the cash portion of the
Purchase Price allocable to the Property. 
 “Financial Statements” shall have the meaning set forth in Section 3.1(b).

 “Franchisor” shall mean the franchisor of the Hotel as indicated on Exhibit A. 
 “Hotel Contracts” shall have the meaning set forth in Section 10.2(d). 
 “Improvements” shall mean all buildings, structures, fixtures, parking areas and other improvements to the Land, and all related
facilities. 
 “Indemnified Party” shall have the meaning set forth in Section 8.8(c)(i). 
 “Indemnifying Party” shall have the meaning set forth in Section 8.8(c)(i). 
 “Initial Deposit” shall have the meaning set forth in Section 2.5(a). 
 “Land” shall mean, collectively, a fee simple absolute interest in the real property more fully described in Exhibits A-1 through
A-7, which are attached hereto and incorporated herein by reference, together with all rights (including without limitation all air rights and development rights), alleys, streets, strips, gores, waters, privileges, appurtenances, advantages and
easements belonging thereto or in any way appertaining thereto. 
 “Leases” shall mean all leases, franchises, licenses,
occupancy agreements, “trade-out” agreements, advance bookings, convention reservations, or other agreements demising space in, providing for the use or occupancy of, or otherwise similarly affecting or relating to the use or occupancy of,
the Improvements or Land, together with all amendments, modifications, renewals and extensions thereof, and all guaranties by third parties of the obligations of the tenants, licensees, franchisees, concessionaires or other entities thereunder,
which, to the extent assignable, shall be assumed by Buyer unless otherwise agreed by the parties. 
 “Legal Action” shall
have the meaning set forth in Section 8.8(c)(ii). 
 “Licenses” shall mean all permits, licenses, franchises, utility
reservations, certificates of occupancy, and other documents issued by any federal, state, or municipal authority or by any private party related to the development, construction, use, occupancy, operation or maintenance of the Hotel, including,
without limitation, all licenses, approvals and rights (including any and all existing waivers of any brand standard) necessary or appropriate for the operation of the Hotel under the Brand. 
 “Liquor Licenses” shall have the meaning set forth in Section 8.10. 
  

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 “Manager” shall mean McKibbon Hotel Management, Inc. or its Affiliate in connection with
all Hotels other than the Hilton Head Hotel and Dunn Hotel for which the reference to Manager shall mean Premier Hospitality Group, Inc. 
 “New Franchise Agreement” shall mean, for each Hotel, the franchise license agreement to be entered into between Buyer and the Franchisor, granting to Buyer a franchise to operate such Hotel under the applicable Brand on
and after the Closing Date. 
 “New Management Agreement” means, as to each Hotel, the management agreement to be entered
into between Buyer and the Manager for the operation and management of such Hotel on and after the Closing Date. 
 “Other
Property” shall have the meaning set forth in Section 16.14. 
 “Pending Claims” shall have the meaning set
forth in Section 7.1(e). 
 “Permitted Exceptions” shall have the meaning set forth in Section 4.3. 
 “Personal Property” shall mean, collectively, all of the Property other than the Real Property. 
 “PIP” shall mean a product improvement plan for any Hotel, as required by the Manager or the Franchisor, if any. 
 “Post-Closing Agreement” shall have the meaning set forth in Section 8.9. 
 “Property” shall mean, collectively, as to each Hotel, (i) all of the following with respect to the Hotel: the Land, Improvements,
Appurtenances, FF&E, Supplies, Leases, Deposits, Records, Service Contracts, Warranties, Licenses, FF&E Leases, Contracts, Plans and Specs, Tradenames, Utility Reservations, as well as all other real, personal or intangible property of
Seller related to any of the foregoing and (ii) any and all of the following that relate to or affect in any way the design, construction, ownership, use, occupancy, leasing, maintenance, service or operation of the Real Property, FF&E,
Supplies, Leases, Deposits or Records: Service Contracts, Warranties, Licenses, Tradenames, Contracts, Plans and Specs and FF&E Lease. 
 “Purchase Price” shall have the meaning set forth in Section 2.2. 
 “Real Property” shall
mean, collectively, all Land, Improvements and Appurtenances with respect to the Hotels. 
 “Records” shall mean all books,
records, promotional material, tenant data, guest history information (other than any such information owned exclusively by the Manager), marketing and leasing material and forms (including but not limited to any such records, data, information,
material and forms in the form of computerized files located at the Hotel), market studies prepared in connection with each Seller’s current annual plan and other materials, information, data, legal or other documents or records (including,
without limitation, all documentation relating to any litigation or other proceedings, all zoning and/or land use notices, relating to or affecting the Property, all business plans and projections and all studies, plans, budgets and 

  

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contracts related to the development, construction and/or operation of the Hotel) owned by each Seller and/or in a Seller’s possession or control, or to
which a Seller has access or may obtain from the Manager, that are used in or relating to the Property and/or the operation of such Seller’s Hotel, including the Land, the Improvements or the FF&E, and proforma budgets and projections and
construction budgets and contracts related to the development and construction of such Seller’s Hotel and a list of the general contractors, architects and engineers providing goods and/or services in connection with the construction of such
Seller’s Hotel, all construction warranties and guaranties in effect at Closing and copies of the final plans and specifications for such Seller’s Hotel. “Records” shall not include, and Sellers shall retain, Seller’s
corporate records, and such other books and records pertaining to the organization or existence of Seller. 
 “Release”
shall have the meaning set forth in Section 7.1(f). 
 “Review Period” shall have the meaning set forth in
Section 3.1. 
 “SEC” shall have the meaning set forth in Section 8.6. 
 “Seller Liens” shall have the meaning set forth in Section 4.3. 
 “Seller Parties” shall have the meaning set forth in Section 7.1(e). 
 “Service Contracts” shall mean contracts or agreements, such as maintenance, supply, service or utility contracts, which, to the extent
assignable, shall be assumed by Buyer unless otherwise agreed by the parties. 
 “Supplies” shall mean, as to any Hotel, all
merchandise, supplies, inventory and other items used for the operation and maintenance of guest rooms, restaurants, lounges, swimming pools, health clubs, spas, business centers, meeting rooms and other common areas and recreational areas located
within or relating to the Improvements, including, without limitation, all food and beverage (alcoholic and non-alcoholic) inventory, office supplies and stationery, advertising and promotional materials, china, glasses, silver/flatware, towels,
linen and bedding (towels and linens shall be 2-par level for all suites or rooms in the Hotel), guest cleaning, paper and other supplies, upholstery material, carpets, rugs, furniture, engineers’ supplies, paint and painters’ supplies,
employee uniforms, and all cleaning and maintenance supplies, including those used in connection with the swimming pools, indoor and/or outdoor sports facilities, health clubs, spas, fitness centers, restaurants, business centers, meeting rooms and
other common areas and recreational areas. 
 “Survey” shall have the meaning set forth in Section 4.1. 
 “Tax Allocation Date” shall have the meaning set forth in Section 2.4. 
 “Third Party Consents” shall have the meaning set forth in Section 8.3. 
 “Title Commitment” shall have the meaning set forth in Section 4.2. 
 “Title Company” shall have the meaning set forth in Section 4.2. 
  

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 “Title Policy” shall have the meaning set forth in Section 4.2. 
 “Title Review Period” shall have the meaning set forth in Section 4.3. 
 “Tradenames” shall mean, as to each Hotel, all telephone exchanges and numbers, trade names, trade styles, trade marks, and other
identifying material, and all variations thereof used in connection with the operation of the Hotel (excluding the names of any Seller or affiliate of any Seller), together with all related goodwill (it being understood and agreed that the name of
the hotel chain to which the Hotel is affiliated by franchise, license or management agreement is a protected name or registered service mark of such hotel chain and cannot be transferred to Buyer by this Contract), provided that all such franchise,
license, management and other agreements granting a right to use the name of such hotel chain or any other trademark or trade name and all waivers of any brand standard shall be assigned to Buyer to the extent assignable. 
 “Utility Reservations” shall mean Seller’s interest in the right to receive immediately on and after Closing and continuously
consume thereafter water service, sanitary and storm sewer service, electrical service, gas service and telephone service on and for the Land and Improvements in capacities that are adequate continuously to use and operate the Improvements for the
purposes for which they were intended, including, but not limited to (i) any right to the present and future use of wastewater, drainage, water and other utility facilities to the extent such use benefits the Real Property, (ii) any
reservations of or commitments covering any such use in the future, and (iii) any wastewater capacity reservations relating to the Real Property. Buyer shall be responsible for any requests or documents to transfer the Utility Reservations, at
Buyer’s sole cost and expense. 
 “Warranties” shall mean, as to each Hotel, all warranties, guaranties, indemnities
and claims for the benefit of Seller with respect to the Hotel, the Property or any portion thereof, including, without limitation, all warranties and guaranties of the development, construction, completion, installation, equipping and furnishing of
the Hotel, and all indemnities, bonds and claims of Seller related thereto. 
 ARTICLE II 
 PURCHASE AND SALE; PURCHASE PRICE; PAYMENT; 
 EARNEST MONEY DEPOSIT 
 2.1 Purchase and Sale. Sellers agree to sell and convey to Buyer or its Affiliates and/or
assigns, and Buyer or its assigns agrees to purchase from Sellers, the Property, in consideration of the Purchase Price and upon the terms and conditions hereof. All of the Property shall be conveyed, assigned, and transferred to Buyer at Closing,
free and clear of all mortgages, liens, encumbrances, licenses, franchises, concession agreements, security interests, prior assignments or conveyances, conditions, restrictions, rights-of-way, easements, encroachments, claims and other matters
affecting title or possession (other than any Existing Loans or hotel franchises assumed by Buyer), except for the Permitted Exceptions and the FF&E Leases (unless Buyer and the applicable Seller agree any such FF&E Lease shall not be
assumed by Buyer. 
  

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 2.2 Certain Information. Exhibit “A” sets forth, for each hotel being
transferred hereunder: (i) the name and location of the Hotel, (ii) the name and state of organization of the applicable Seller of each Hotel, (iii) the portion of the Purchase Price (as unadjusted for the prorations and credits set
forth herein) allocated (the “Allocated Purchase Price”) to each hotel, (iv) the amount (the “Applicable Share”) of the “escrow deposit” (as hereinafter defined) allocated to each Hotel
and (v) the Brand and Franchisor for each hotel. The Allocated Purchase Price for each Hotel shall be adjusted at closing in accordance with the credits and prorations provided herein. As used in this agreement, the “Applicable
Seller” of a Hotel shall mean the Seller set forth under the name of the Hotel on Exhibit “A”. 
 2.3
Purchase Price. Buyer agrees to pay, and Sellers agree to accept, as consideration for the conveyance of the Property, subject to the adjustments provided for in this Contract, the amount of Ninety-nine Million Two Hundred Thousand and No/100
Dollars ($99,200,000.00) (the “Purchase Price”). 
 2.4 Allocation. Within seven (7) days of the date
hereof, Buyer shall deliver to Seller its proposed allocation of the Allocated Purchase Price among Real Property, tangible Personal Property and intangible property related to the Property (“Allocation”). Buyer and Sellers
shall attempt to agree, within ten (10) days of the date hereof, on an Allocation or a mutually acceptable range of values among Real Property, tangible Personal Property and intangible property for each Hotel that each party shall use for its
Allocation. Each party shall provide to the other party such relevant information supporting its proposed allocation so that each party can agree on the final allocation of the Allocated Purchase Price, subject to and in accordance with applicable
laws. In the event Buyer and Sellers do not agree within such ten (10) day period, either party shall have the right at its option to declare this Contract terminated and null and void, in which case the remaining Earnest Money Deposit and any
interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein. The date that the parties agree on an Allocation or range of values
to be used by each party for its Allocation shall be the “Tax Allocation Date”. 
 2.5 Payment. The applicable
portion of the Purchase Price, less: (a) the applicable portion of the Earnest Money Deposit and interest earned thereon, if any, which Buyer elects to have applied against the Purchase Price (as provided below), (b) the applicable portion
of the Escrow Funds and (c) the then-current outstanding principal balance of the applicable Existing Loans, subject to prorations and adjustments as set forth herein, shall be paid to Seller in cash, certified funds or wire transfer, at the
Closing of the applicable Hotel. At each Closing, the applicable portion of the Earnest Money Deposit, together with interest earned thereon, if any, shall, at Buyer’s election, be returned to Buyer or shall be paid over to Seller by Escrow
Agent to be applied to the portion of the Purchase Price on behalf of Buyer, and the applicable portion of the Escrow Funds shall be deposited into an escrow account pursuant to the Post-Closing Agreement as contemplated by Section 8.9. If,
pursuant to the terms of this Contract, any one or more of the Hotels is not acquired at Closing, the Purchase Price shall be reduced by the Allocated Purchase Price for such Hotel not acquired at Closing. Following the closing of a particular
Hotel, the failure of any other Hotels to close shall not be the basis for any claims with respect to the Hotel(s) that have previously closed or result in any unwinding of such closings. In the event that one or more Seller parties fail to perform
or satisfy their required conditions for 

  

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Closing hereunder with respect to a particular Hotel, Buyer shall be entitled to close on all other Hotels in accordance with the terms of this Contract,
provided that Buyer shall otherwise not be entitled to elect not to close on any one or more individual Hotels unless so agreed by the applicable Seller parties. 
 2.6 Earnest Money Deposit. 
 (a) Within three (3) Business Days after the full execution and
delivery of this Contract, Buyer shall deposit the sum of One Million Four Hundred Thousand and No/100 Dollars ($1,400,000.00) in cash, certified bank check or by wire transfer of immediately available funds (the “Initial
Deposit”) with the Title Company, as escrow agent (“Escrow Agent”), which sum shall be held by Escrow Agent as earnest money. If, pursuant to the provisions of Section 3.1 of this Contract, Buyer elects to
terminate this Contract at any time prior to the expiration of the Review Period, then the Escrow Agent shall return the Earnest Money Deposit to Buyer promptly upon written notice to that effect from Buyer. If Buyer does not elect to terminate this
Contract on or before the expiration of the Review Period, Buyer shall, within three (3) Business Days after the expiration of the Review Period deposit the Additional Deposit with the Escrow Agent. The Initial Deposit and the Additional
Deposit, and all interest accrued thereon, shall hereinafter be referred to as the “Earnest Money Deposit.” 
 (b)
The Earnest Money Deposit shall be held by Escrow Agent subject to the terms and conditions of an Escrow Agreement dated as of the date of this Contract entered into by Seller, Buyer and Escrow Agent (the “Escrow Agreement”).
The Earnest Money Deposit shall be held in an interest-bearing account in a federally insured bank or savings institution reasonably acceptable to Seller and Buyer, with all interest to accrue to the benefit of the party entitled to receive it and
to be reportable by such party for income tax purposes. 
 ARTICLE III 
 REVIEW PERIOD 
 3.1 Review Period. Buyer shall have a period through 6:00
p.m. Eastern Time on the date that is forty-five (45) days after the Tax Allocation Date, unless a longer period of time is otherwise provided for in this Contract and except as otherwise agreed to by Buyer and Seller (the “Review
Period”), to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit status, franchise status, financial and other documents and information related to the Property.
Within five (5) Business Days following the Tax Allocation Date, each Seller as to its Hotel, at such Seller’s sole cost and expense, will deliver to Buyer (or make available at the Hotel) for Buyer’s review, to the extent not
previously delivered to Buyer and to the extent in Seller’s possession or control, true, correct and complete copies of the following, together with all amendments, modifications, renewals or extensions thereof: 
 (a) All Warranties currently in effect and Licenses relating to the Hotel or any part thereof; 
 (b) Income and expense statements and budgets for the Hotel, for the current year to date and each of the three (3) prior fiscal years (the
“Financial Statements”), and Seller 

  

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shall provide to Buyer copies of all income and expense statements generated by Sellers or any third party that relate to the operations of the Hotel and
that contain material information not included in the financial statements, if any, provided to Buyer by the Manager, provided that Sellers also agree to provide to Buyer’s auditors and representatives all financial and other information
necessary or appropriate for preparation of audited financial statements for Buyer and/or its Affiliates as provided in Section 8.6, below; 
 (c) All real estate and personal property tax statements with respect to the Hotel and notices of appraised value for the Real Property for the current year (if available) and each of the three (3) calendar years prior to the current
year; 
 (d) Engineering, mechanical, architectural and construction plans, drawings, specifications and contracts, payment and performance
bonds, title policies, reports and commitments, zoning information and marketing and economic data relating to the Hotel and the construction, development, installation and equipping thereof, as well as copies of all environmental reports and
information, topographical, boundary or “as built” surveys, engineering reports, subsurface studies and other Contracts, Plans and Specs relating to or affecting the Hotel in the possession or control of Seller. If the Hotel is purchased
by Buyer, all such documents and information relating to the Hotel, to the extent owned by and assignable by Seller, shall thereupon be and become the property of Buyer without payment of any additional consideration therefor; 
 (e) All FF&E Leases, Services Contracts, Leases and, if applicable, a schedule of such Leases of space in the Hotel, and all agreements, if any, for
real estate commissions, brokerage fees, finder’s fees or other compensation payable by Seller in connection therewith; and 
 (f) All
notices received from governmental authorities in connection with the Hotel other than in the ordinary course of business and all other notices received from governmental authorities received at any time that relate to any noncompliance or violation
of law that has not been corrected. 
 (g) All documents related to the Existing Loans and contact information for the servicers of the
Existing Loans. 
 Each Seller shall, upon request of Buyer, make available to Buyer and Buyer’s representatives and agents, for
inspection and copying during normal business hours, Records located at such Seller’s corporate offices, and each Seller agrees to provide Buyer copies of all other reasonably requested information that is relevant to the management, operation,
use, occupancy or leasing of or title to the applicable Hotel and the plans and specifications for development of such Hotel that are in Seller’s possession or control. At any time during the Review Period, Buyer may, in its sole and absolute
discretion, elect not to proceed with the purchase of the Property for any reason whatsoever by giving written notice thereof to Seller, in which event: (i) the Earnest Money Deposit shall be promptly returned by Escrow Agent to Buyer together
with all accrued interest, if any, (ii) this Contract shall be terminated automatically, (iii) all materials supplied by Seller to Buyer shall be returned promptly to Seller, and (iv) both parties will be relieved of all other rights,
obligations and liabilities hereunder, except for the parties’ obligations pursuant to Sections 3.3 and 16.6 below. 
  

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 3.2 Due Diligence Examination. At any time during the Review Period, and thereafter through
Closing of the Properties, Buyer and/or its representatives and agents shall have the right to enter upon the Properties at all reasonable times for the purposes of reviewing all Records and other data, documents and/or information relating to the
Properties and conducting such surveys, appraisals, engineering tests, soil tests (including, without limitation, Phase I environmental site assessments), inspections of construction and other inspections and other studies as Buyer deems reasonable
and necessary or appropriate to evaluate the Property, subject to providing reasonable advance notice to Sellers unless otherwise agreed to by Buyer and Sellers (the “Due Diligence Examination”). Each Seller shall have the
right to have its representative present during Buyer’s physical inspections of its Property, provided that failure of such Seller to do so shall not prevent Buyer from exercising its due diligence, review and inspection rights hereunder. Buyer
agrees to exercise reasonable care when visiting the Properties, in a manner which shall not materially adversely affect the operation of the Properties, and pay the costs of all such inspections. Notwithstanding anything contained in this Contract
to the contrary, Buyer shall have no right to conduct any Phase II environmental audit or other intrusive testing on the Property, without Seller’s prior written consent, which consent may be withheld in Seller’s discretion. All
information furnished by Seller to Buyer in accordance with the provisions of this Contract or obtained by Buyer in the course of its investigations shall be treated as confidential information by Buyer, except that Buyer may disclose such
information to prospective lenders, as well as attorneys and other parties assisting or representing Buyer in connection with the subject transaction. The foregoing obligation to treat such information as confidential shall survive any termination
of this Contract but shall not survive Closing. 
 3.3 Restoration and Indemnification. Buyer covenants and agrees not to damage or
destroy any portion of the Properties in conducting its examinations and studies of the Properties during the Due Diligence Examination and, if closing does not occur, shall repair any portion of the Properties damaged by the conduct of Buyer, its
agents or employees, to substantially the condition such portion(s) of the affected Property were in immediately prior to such examinations or studies. Buyer will not allow any mechanics’ liens or other encumbrances to be attached to the Real
Property as a result of its activities, nor will it allow any damage to the Real Property by virtue of its inspection rights and activities. Buyer shall pay all costs incurred by Buyer in making any inspections and investigations hereunder and shall
indemnify, defend and hold the Sellers and their affiliates and their respective owners, members, officers, directors, managers, employees, and agents harmless from any liens, claims, losses and liabilities arising out of the Buyer’s exercise
of its inspections and investigations. Upon Seller’s request, Buyer shall provide evidence of liability insurance appropriate to Buyer’s obligations hereunder. 
 3.4 Seller Exhibits. Buyer shall have until the end of the Review Period to review and approve the information on Exhibits B, C, D, E and F. In the event Buyer does not approve any such Exhibit or the
information contained therein, Buyer shall be entitled to terminate this Contract by notice to Sellers and the Earnest Money Deposit shall be returned to Buyer with all interest thereon and both parties shall be relieved of all rights, obligations
and liabilities hereunder except for the parties’ obligations pursuant to Sections 3.3 and 16.6. 
  

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 ARTICLE IV 
 SURVEY AND TITLE APPROVAL 
 4.1 Survey. Each Seller has delivered to Buyer true, correct and
complete copies of the most recent surveys of the Real Property. In the event that an update of a survey or a new survey (such updated or new surveys being referred to as the “Surveys”) are desired by Buyer, then Buyer shall
be responsible for all costs related thereto. 
 4.2 Title. Each Seller shall deliver to Buyer such Seller’s existing title
insurance policy, including copies of all documents referred to therein, for its Real Property. Buyer’s obligations under this Contract are conditioned upon Buyer being able to obtain for each Property (i) a Commitment for Title Insurance
(each, a “Title Commitment”) issued by LandAmerica American Title Company, 7505 N. Plano Road, Suite 3100, Richardson, Texas, 75082 or such other title insurance company as Buyer may in its sole discretion choose (the
“Title Company”), for the most recent standard form of owner’s policy of title insurance in the state in which the Real Property is located, covering the Real Property, setting forth the current status of the title to
the Real Property, showing all liens, claims, encumbrances, easements, rights of way, encroachments, reservations, restrictions and any other matters affecting the Real Property and pursuant to which the Title Company agrees to issue to Buyer at
Closing an Owner’s Policy of Title Insurance on the most recent form of ALTA (where available) owner’s policy available in the state in which the Land is located, with extended coverage and, to the extent applicable and available in such
state, comprehensive, access, single tax parcel, contiguity, Fairway and such other endorsements as may be required by Buyer (collectively, the “Title Policy”); and (ii) true, complete, legible and, where applicable,
recorded copies of all documents and instruments (the “Exception Documents”) referred to or identified in the Title Commitment, including, but not limited to, all deeds, lien instruments, leases, plats, surveys, reservations,
restrictions, and easements affecting the Real Property. If requested by any Seller, Buyer shall promptly provide such Seller with a copy of the Title Commitment issued by the Title Company. 
 4.3 Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Sellers with
written notice of its objection to same within twenty (20) days after receipt of each Title Commitment (including all Exception Documents) and the applicable Survey, but in any event no later than expiration of the Review Period (the
“Title Review Period”). If Buyer fails to obtain a Title Commitment or so object in writing to any such matter set forth in the Survey or Title Commitment prior to expiration of the Title Review Period, it shall be
conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Sellers on or before the expiration of the Title Review Period, Sellers shall elect either to attempt to
cure or not cure any such item by written notice sent to Buyer within five (5) days after their receipt of notice from Buyer, and if any Seller commits in writing to attempt to cure any such item, then that Seller shall be given until the
Closing Date to cure any such defect. In the event any Seller shall fail to cure a defect which such Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey,
as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Earnest Money
Deposit, and any interest thereon. The items shown on the Title Commitment 

  

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which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the title review period and other than those
standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Sellers provide the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by
the Title Company for such omission) and all Leases showing on the Title Commitment are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing
liens, securing any indebtedness (other than the Existing Loans) or any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”),
each of which shall be paid in full by Seller and released at Closing. 
 4.4 Existing Loans. Seller represents and warrants that the
Existing Loans are the only loans secured by the Property and that the information contained on Exhibit I is true, correct and complete. At Closing, Buyer shall assume (in the case of the Greenville, Winston-Salem, Jacksonville, Birmingham and Tampa
Hotels) and in all other cases, pay-off or defease the Existing Loans. Seller shall cooperate with Buyer in Buyer’s efforts related to the Existing Loans. Buyer shall be responsible at Closing for any assumption fees or defeasance payments
relating to the Existing Loans; provided, however, Seller shall be solely responsible for its attorneys’ fees related to the assumptions and/or defeasances of the Existing Loans. 
 ARTICLE V 
 MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT 
 At or prior to the Closing, Sellers shall terminate the Existing Management Agreements (other than those to be assumed by Buyer) and the Existing
Franchise Agreements, and Sellers shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date. As a condition to Closing, Buyer shall enter into the New Management Agreements (or
alternatively, with respect to the Winston-Salem, Greenville, Birmingham, Tampa, and Jacksonville Hotels, assume the Existing Management Agreements) and the New Franchise Agreements, effective as of the Closing Date, containing terms and conditions
acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). Sellers shall be responsible for paying all costs related to the
termination of the Existing Management Agreements with respect to the Hilton Head and Dunn Hotels, and Buyer shall be responsible for paying any costs related to the termination of the Existing Management Agreements with respect to the
Winston-Salem, Greenville, Birmingham, Tampa, and Jacksonville Hotels if such agreements are not assumed or replaced such that any termination costs are waived. Sellers shall use commercially reasonable efforts to promptly provide all information
required by the Franchisor in connection with the New Franchise Agreements, and Buyer, at its expense and with Seller’s cooperation, shall diligently pursue obtaining each the same. Buyer shall be responsible for paying all application fees for
the New Franchise Agreements and, in the event Purchaser does not retain the existing Franchisor, any termination fees under the Existing Franchise Agreements, and Buyer shall submit applications for New Franchise Agreements within 10 days following
the date hereof. In the event that Buyer has not obtained all required approvals for its New Franchise Agreements within 60 days of the date hereof, Buyer shall either terminate this Contract or waive the condition to its obligation to Close. As a
condition to both Buyer’s and Seller’s obligation to close under this Contract, Buyer and Manager shall agree, on 

  

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or before the expiration of the Review Period, on the form and substance of the New Management Agreements, and if such agreement has not been reached, Buyer
shall either terminate this Contract prior to expiration of the Review Period or waive this condition. If this condition is waived by both Buyer and Seller, Buyer may elect to either assume the Existing Management Agreements with respect to the
Winston-Salem, Greenville, Birmingham, Tampa, and Jacksonville Hotels (subject to the terms thereof), or enter into alternative management arrangements, in which event Buyer and Seller shall remain responsible for costs related to the termination of
the Existing Management Agreements as provided above. 
 ARTICLE VI 
 BROKERS 
 Sellers have engaged Hotel Brokers, Inc. as its agent in connection
with the sale of the Hotels hereunder pursuant to a separate agreement between Sellers and Hotel Brokers, Inc. (d/b/a Paramount Lodging), and Sellers shall be solely responsible for any commission or fee payable thereunder. Seller and Buyer each
represents and warrants to the other that, other than Sellers’ agreement with Hotel Brokers, Inc., it has not engaged any broker, finder or other party in connection with the transaction contemplated by this Contract. Buyer and Sellers each
agree to save and hold the other harmless from any and all losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees) involving claims made by any other agent, broker, or other person by or through the
acts of Buyer or Sellers, respectively, in connection with this transaction. 
 ARTICLE VII 
 REPRESENTATIONS, WARRANTIES AND COVENANTS 
 7.1 Sellers’ and Indemnitor’s Representations, Warranties and Covenants. Each Seller (as to itself and its Property and the applicable Indemnitor(s)) hereby represents, warrants and covenants to Buyer as follows:

 (a) Authority; No Conflicts. Seller is a limited liability company duly formed, validly existing and in good standing in the state
of organization set forth on Exhibit A. Seller has obtained all necessary consents to enter into and perform this Contract and is fully authorized to enter into and perform this Contract and to complete the transactions contemplated by this
Contract. No consent or approval of any person, entity or governmental authority is required for the execution, delivery or performance by Seller or Indemnitor of this Contract, except as set forth in Exhibit D, and this Contract is hereby
binding and enforceable against Seller and Indemnitor. Neither the execution nor the performance of, or compliance with, this Contract by Seller or Indemnitor has resulted, or will result, in any violation of, or default under, or acceleration of,
any obligation under any existing corporate charter, certificate of incorporation, bylaw, articles of organization, limited liability company agreement or regulations, partnership agreement or other organizational documents and under any, mortgage
indenture, lien agreement, promissory note, contract, or permit, or any judgment, decree, order, restrictive covenant, statute, rule or regulation, applicable to Seller, Indemnitor or to the Hotel. 
  

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 (b) FIRPTA. Seller is not a foreign corporation, foreign partnership, foreign trust or foreign
estate (as those items are defined in the Internal Revenue Code and Income Tax Regulations). 
 (c) Bankruptcy. None of Seller,
Indemnitor, or, to Seller’s knowledge, any of its or their partners or members, is insolvent or the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding.

 (d) Property Agreements. As to Seller’s Hotel: A complete list of all FF&E Leases, Service Contracts and Leases (other
than those entered into by the Manager on its own behalf) used in or otherwise relating to the operation and business of the Hotel is attached hereto as Exhibit C-1, and, to Seller’s knowledge, a complete list of all FF&E Leases,
Service Contracts and Leases entered into by the Manager on its own behalf and used in or otherwise relating to the operation and business of the specific Hotel is attached hereto as Exhibit C-2. The assets constituting the Property to be
conveyed to Buyer hereunder constitute all of the property and assets of Seller used in connection with the operation and business of the Hotel. There are no leases, license agreements, leasing agent’s agreements, equipment leases, building
service agreements, maintenance contracts, suppliers contracts, warranty contracts, operating agreements, or other agreements, to Seller’s knowledge, binding upon the Hotel, relating to the ownership, occupancy, operation, management or
maintenance of the Real Property, FF&E, Supplies or Tradenames, except for those Service Contracts, Leases, Warranties and FF&E Leases disclosed on Exhibit C or to be delivered to Buyer pursuant to Section 3.1. To Seller’s
knowledge, except as otherwise may be disclosed on Exhibit C, the Service Contracts, Leases, Warranties and FF&E Leases disclosed on Exhibit C or to be delivered to Buyer pursuant to Section 3.1 are in full force and effect,
and no default has occurred and is continuing thereunder and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default. Other than pursuant to the Declaration of Easements, Covenants and
Restrictions for Hotel Property, dated June 23, 2004, and recorded in Book 11915, Page 2043 in the Duval County real estate records with respect to the Jacksonville Hotel, no party has any right or option to acquire the Hotel or any portion
thereof, other than Buyer. 
 (e) Pending Claims. There are no: (i) claims, demands, litigation, proceedings or governmental
investigations pending, or, to Seller’s knowledge, threatened against, Seller, Indemnitor, the Manager (related specifically to the Hotel) or any Affiliate of any of them (collectively, “Seller Parties”) or related to
the business or assets of the Hotel, except as set forth on Exhibit F attached hereto and incorporated herein by reference, (ii) to Seller’s knowledge, special assessments or extraordinary taxes except as set forth in the tax
records for the Hotel or (iii) pending, or to Seller’s knowledge threatened, condemnation or eminent domain proceedings which would affect the Property or any part thereof. There are no: pending arbitration proceedings or unsatisfied
arbitration awards, or judicial proceedings or orders respecting awards, which might become a lien on the Property or any portion thereof, pending unfair labor practice charges or complaints, unsatisfied unfair labor practice orders or judicial
proceedings or orders with respect thereto, pending charges or complaints with or by city, state or federal civil or human rights agencies, unremedied orders by such agencies or judicial proceedings or orders with respect to obligations under city,
state or federal civil or human rights or antidiscrimination laws or executive orders affecting the Hotel, or other pending, actual or, to 

  

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

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 (g) Title and Liens. Except for Seller Liens to be released or the Existing Loans to be assumed by
Buyer at Closing, to Seller’s knowledge, Seller has good and marketable fee simple absolute title to the Real Property, subject only to the Permitted Exceptions. Except for the FF&E subject to the FF&E Leases and any applicable
Permitted Exceptions, Seller has good and marketable title to the Personal Property, free and clear of all liens, claims, encumbrances or other rights whatsoever (other than the Seller Liens to be released or the Existing Loans to be assumed at
Closing), and there are no other liens, claims, encumbrances or other rights pending or of which any Seller Party has received notice or which are otherwise known to any Seller Party related to any other Personal Property. 
 (h) Utilities. All appropriate utilities, including sanitary and storm sewers, water, gas, telephone, cable and electricity, are, to Seller’s
knowledge, currently sufficient and available to service the Hotel as currently operated, and all installation, connection or “tap-on”, usage and similar fees have been paid. 
 (i) Licenses, Permits and Approvals. Neither Seller nor Indemnitor has received any written notice, and neither Seller nor Indemnitor has
knowledge that, the Property fails to comply with all applicable licenses, permits and approvals and federal, state or local statutes, laws, ordinances, rules, regulations, requirements and codes including, without limitation, those regarding
zoning, land use, building, fire, health, safety, environmental, subdivision, water quality, sanitation controls and the Americans with Disabilities Act, and similar rules and regulations relating and/or applicable to the ownership, use and
operation of the Property as it is now operated. To Seller’s knowledge, Seller has received all licenses, permits and approvals required or needed for the lawful conduct, occupancy and operation of the business of the Hotel, and each license
and permit is in full force and effect, and will be received and in full force and effect as of the Closing. To Seller’s knowledge, no licenses, permits or approvals necessary for the lawful conduct, occupancy or operation of the business of
the Hotel, to Seller’s or Indemnitor’s knowledge requires any approval of a governmental authority for transfer of the Property except as set forth in Exhibit D. 
 (j) Financial Statements. Seller shall have delivered copies for the three (3) years prior and the current year to date (or such shorter
period as the applicable Hotel has been in operation), of all (i) Financial Statements for the Hotel, (ii) operating statements prepared by the Manager for the Hotel, (iii) monthly financial statements prepared by the Manager for the
Hotel and (iv) if any, independently audited financial statements for the Hotel (“Audits”). Each of such statements is, to Seller’s knowledge, complete and accurate in all material respects and, except in the case of budgets
prepared in advance of the applicable operating period to which such budgets relate, fairly presents the results of operations of the Hotel for the respective periods represented thereby. Seller has relied upon the Financial Statements and Audits in
connection with its ownership and operation of the Hotel, and there are no other independent audits or financial statements prepared by third parties relating to the operation of the Hotel other than the Financial Statements and Audits prepared by
or on behalf of the Manager, all of which have been provided to Buyer. 
 (k) Employees. All employees employed at the Hotel are the
employees of the Manager. There are, to Seller’s knowledge, no (i) unions organized at the Hotel, (ii) union 

  

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organizing attempts, strikes, organized work stoppages or slow downs, or any other labor disputes pending or threatened with respect to any of the employees
at the Hotel, or (iii) collective bargaining or other labor agreements to which Seller or the Manager or the Hotel is bound with respect to any employees employed at the Hotel. 
 (l) Operations. To Seller’s knowledge, the Hotel has at all times been operated by Manager in accordance with all applicable laws, rules,
regulations, ordinances and codes. 
 (m) Existing Management and Franchise Agreements. Seller shall have furnished to Buyer true and
complete copies of the Existing Management Agreement and the Existing Franchise Agreement, which constitutes the entire agreement of the parties with respect to the subject matter thereof and which have not been amended or supplemented in any
respect. There are no other management agreements, franchise agreements, license agreements or similar agreements for the operation or management of the Hotel or relating to the Brand, to which Seller is a party or which are binding upon the
Property, except for the Existing Management Agreement and the Existing Franchise Agreement. To Seller’s knowledge, the Improvements comply with, and the Hotel is being operated in accordance with, all requirements of the Existing Franchise
Agreement and all other requirements of the Franchisor, including all “brand standard” requirements of the Franchisor. The Existing Management Agreement and the Existing Franchise Agreement are in full force and effect, and shall remain in
full force and effect until the termination of the Existing Management Agreement and the Existing Franchise Agreement at Closing, as provided in Article V hereof. To Seller’s knowledge, no default has occurred and is continuing under the
Existing Management Agreement or the Existing Franchise Agreement, and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default. 
 (n) Construction of Hotel. To Seller’s knowledge, 
 (i) The Hotel has been constructed in a good and workmanlike manner without encroachments and in accordance in all material respects with
the Contracts, Plans and Specs, and all building permits and certificates of occupancy therefor and all applicable zoning, platting, subdivision, health, safety and similar laws, rules, regulations, ordinances and codes. 
 (ii) The Personal Property is in materially good condition and operating order. 
 (iii) Necessary easements for ingress and egress, drainage, signage and utilities serving the Hotel have either been dedicated to the
public, conveyed to the appropriate utility or will be conveyed to Buyer along with the Property. 
 “AS IS” SALE; DISCLAIMER OF
WARRANTIES. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY IN “AS IS” CONDITION “WITH ALL FAULTS” AND SPECIFICALLY AND EXPRESSLY WITHOUT ANY 

  

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WARRANTIES, REPRESENTATIVES OR GUARANTIES OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, CONCERNING THE PROPERTY OR THIS CONTRACT FROM OR ON BEHALF OF
SELLER, EXCEPT AS EXPRESSLY PROVIDED IN THIS CONTRACT, AND NO OTHERS SHALL BE INFERRED OR IMPLIED. SELLER HAS NOT AND DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES, OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, CONCERNING THE
PROPERTY INCLUDING, WITHOUT LIMITATION THE VALUE, CONDITION, MERCHANTABILITY, HABITABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, OF THE PROPERTY, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. BUYER
REPRESENTS THAT IT IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED BUYER OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF BUYER’S CONSULTANTS IN PURCHASING THE PREMISES, THE BUYER WILL CONDUCT SUCH INSPECTIONS AND
INVESTIGATIONS OF THE PROPERTY AS PURCHASER DEEMS NECESSARY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY UPON SAME. 
 As used herein, references to Seller’s “knowledge” shall mean the actual knowledge of the individual owners of the Seller entities. 
 7.2 Buyer’s Representations, Warranties and Covenants. Buyer represents, warrants and covenants: 
 (a) Authority. Buyer is a corporation duly formed, validly existing and in good standing in the Commonwealth of Virginia. Buyer has received or
will have received by the applicable Closing Date all necessary authorization of the Board of Directors of Buyer to complete the transactions contemplated by this Contract. No other consent or approval of any person, entity or governmental authority
is required for the execution, delivery or performance by Buyer of this Contract, and this Contract is hereby binding and enforceable against Buyer. 
 (b) Bankruptcy. Buyer is not insolvent nor the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding. 
 7.3 Survival. All of the representations and warranties are true, correct and complete in all material respects as of the date hereof and the
statements set forth therein (without qualification or limitation as to a party’s knowledge thereof except as expressly provided for in this Article VII) shall be true, correct and complete in all material respects as of the Closing Date. All
of the representations and warranties made herein shall survive Closing for a period of nine (9) months and shall not be deemed to merge into or be waived by any Seller’s Deed or any other closing documents except to the extent that Buyer
elects to proceed with Closing notwithstanding having actual knowledge of any breach of such representations and warranties. 
  

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 ARTICLE VIII 
 ADDITIONAL COVENANTS 
 8.1 Subsequent Developments. After the date of this Contract and until
the Closing Date, Sellers shall use best efforts to keep Buyer fully informed of all subsequent developments of which Sellers have knowledge (“Subsequent Developments”) which would cause any of Sellers’ representations
or warranties contained in this Contract to be no longer accurate in any material respect. 
 8.2 Operations. From and after the date
hereof through the Closing on the Properties each Seller (as to its Property) shall comply with the Existing Management Agreement and the Existing Franchise Agreement and keep the same in full force and effect and shall perform and comply in all
material respects with all of the following subject to and in accordance with the terms of such agreements: 
 (a) Continue to maintain the
Property generally in accordance with past practices of Seller and pursuant to and in compliance with the Existing Management Agreement and the Existing Franchise Agreement, including, without limitation, (i) using reasonable efforts to keep
available the services of all present employees at the Hotel and to preserve its relations with guests, suppliers and other parties doing business with Seller with respect to the Hotel, (ii) accepting booking contracts for the use of the
Hotel’s facilities retaining such bookings in accordance with the terms of the Existing Management Agreement and the Existing Franchise Agreement, (iii) maintaining the current level of advertising and other promotional activities for the
Hotel’s facilities, (iv) maintaining the present level of insurance with respect to the Hotel in full force and effect until the Closing Date for the Hotel and (v) remaining in compliance in all material respects with all current
Licenses; 
 (b) Keep, observe, and perform in all material respects all its obligations under and pursuant to the Leases, the Service
Contracts, the FF&E Leases, the Existing Management Agreement, the Existing Franchise Agreement, the Contracts, Plans and Specs, the Warranties and all other applicable contractual arrangements relating to the Hotel; 
 (c) Not cause or permit the removal of FF&E from the Hotel except for the purpose of discarding worn and valueless items that have been replaced with
FF&E of equal or better quality; timely make all repairs, maintenance, and replacements to keep all FF&E and all other Personal Property and all Real Property in good operating condition; keep and maintain the Hotel in a good state of repair
and condition, reasonable and ordinary wear and tear excepted; and not commit waste of any portion of the Hotel; 
 (d) Maintain the levels
and quality of the Personal Property generally at the levels and quality existing on the date hereof and keep merchandise, supplies and inventory adequately stocked, consistent with good business practice, as if the sale of the Hotel hereunder were
not to occur, including, without limitation, maintaining linens and bath towels at least at a 2-par level for all suites or rooms of the Hotel; 
 (e) Advise Buyer promptly of any litigation, arbitration, or administrative hearing before any court or governmental agency concerning or affecting the Hotel which is instituted or threatened after the date of this Contract or if any
representation or warranty contained in this Contract shall become false; 
  

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 (f) Not take, or purposefully omit to take, any action that would have the effect of violating any of the
representations, warranties, covenants or agreements of Seller contained in this Contract; 
 (g) Pay or cause to be paid all taxes,
assessments and other impositions levied or assessed on the Hotel or any part thereof prior to the delinquency date, and comply with all federal, state, and municipal laws, ordinances, regulations and orders relating to the Hotel; 
 (h) Not sell or assign, or enter into any agreement to sell or assign, or create or permit to exist any lien or encumbrance (other than a Permitted
Exception) on, the Property or any portion thereof; and 
 (i) Not allow any material permit, receipt, license, franchise or right currently
in existence with respect to the operation, use, occupancy or maintenance of the Hotel to expire, be canceled or otherwise terminated. 
 Sellers shall promptly furnish to Buyer copies of all new, amended or extended FF&E Leases, Service Contracts, Leases and other contracts or agreements (other than routine hotel room bookings entered into in the ordinary course of
business) relating to the Hotel and entered into by the Manager prior to Closing; provided, however, that in the case of any of the foregoing entered into by the Manager on its own behalf, only to the extent Seller has knowledge thereof or a copy of
which is obtainable from the Manager. Buyer shall have the right to extend the Review Period for a period of five (5) Business Days in order to review any of the foregoing that are not received by Buyer at least five (5) Business Days
prior to the expiration of the Review Period. Seller shall not, without first obtaining the written approval of Buyer, which approval shall not be unreasonably withheld, enter into any new FF&E Leases, Service Contracts, Leases or other
contracts or agreements related to the Hotel, or extend any existing such agreements, unless such agreements (x) can be terminated, without penalty, upon thirty (30) days’ prior notice or (y) will expire prior to the Closing
Date. 
 8.3 Third Party Consents. Prior to the Closing Date, except as otherwise provided herein, Sellers shall, at their expense,
and with Buyer’s cooperation, (i) use commercially reasonable efforts to obtain any and all third party consents and approvals (x) required in order for Seller to transfer the Hotels to Buyer, or (y) which, if not obtained, would
materially adversely affect the operation of the Hotels, including, without limitation, all consents and approvals referred to on Exhibit D (all of such consents and approvals in (i) being referred to collectively as, the
“Third Party Consents”) and (ii) use commercially reasonable efforts to obtain all other third party consents and approvals. 
 8.4 Employees. Upon reasonable prior notice to Sellers by Buyer, Buyer and its employees, representatives and agents shall have the right to communicate with Seller’s staff, and, subject to the approval of
the Manager, the general manager, the director of sales, the engineering staff and other key management employees of the Hotel, at any time before Closing. Seller shall have the right to attend any meetings and be copied on or privy to any such


  

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communications with Seller’s staff, the Hotel staff and the Manager’s staff. Buyer shall not interfere with the operations of the Hotels while
engaging in such communication in a manner that materially adversely affects the operation of any Property or the Existing Management Agreements. 
 8.5 Estoppel Certificates. Sellers shall obtain from (i) each tenant under any Lease affecting the Hotels (but not from current or prospective occupants of hotel rooms and suites within the Hotels) and (ii) each lessor
under any FF&E Lease for the Hotels identified by Buyer as a material FF&E Lease, the estoppel certificates substantially in the forms provided by Buyer to Sellers during the Review Period, and deliver to Buyer not less than five
(5) days before the Closing. 
 8.6 Access to Financial Information. Buyer’s representatives shall have access to, and
Sellers and their Affiliates shall cooperate with Buyer and furnish upon request, all financial and other information relating to each Hotel’s operations to the extent necessary to enable Buyer’s representatives to prepare audited
financial statements in conformity with Regulation S-X of the Securities and Exchange Commission (the “SEC”) and other applicable rules and regulations of the SEC and to enable them to prepare a registration statement, report
or disclosure statement for filing with the SEC on behalf of Buyer or its Affiliates, whether before or after Closing and regardless of whether such information is included in the Records to be transferred to Buyer hereunder. Sellers shall also
provide to Buyer’s representative a signed representation letter in form and substance reasonably acceptable to Sellers sufficient to enable an independent public accountant to render an opinion on the financial statements related to each
Hotel. Buyer will reimburse Sellers for costs reasonably incurred by Sellers to comply with the requirements of the preceding sentence. The provisions of this Section shall survive Closing or termination of this Contract. 
 8.7 Bulk Sales. At each Seller’s risk and expense, each Seller shall take all steps necessary to comply with the requirements of a transferor
under all bulk transfer laws, if any, that are applicable to the transactions contemplated by this Contract, including, without limitation payment of any and all bulk sales taxes. 
 8.8 Indemnification. If the transactions contemplated by this Contract are consummated as provided herein: 
 (a) Indemnification of Buyer. Without in any way limiting or diminishing any other rights or remedies expressly set forth herein available to Buyer
for a breach hereof, each Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable
attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, relating to Seller’s applicable Hotel and arising out of or relating to:

 (i) any claim made or asserted against Buyer or any of the Property by a creditor of any Seller (other than with respect to
any liability or obligation of Seller that is expressly assumed by Buyer hereunder), including any claims based on or alleging a violation of any bulk sales act or other similar laws; 
  

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 (ii) the breach of any representation, warranty, covenant or agreement of any Seller
contained in this Contract; 
 (iii) any liability or obligation of any Seller not expressly assumed by Buyer pursuant to this
Contract; 
 (iv) any claim made or asserted by an employee of any Seller arising out of such Seller’s decision to sell
its Property; and 
 (v) the conduct and operation by or on behalf of any Seller of its Hotel or the ownership, use or
operation of its Property by or on behalf of any Seller prior to Closing. 
 (b) Indemnification of Seller. Without in any way
limiting or diminishing any other rights or remedies expressly set forth herein available to Sellers for a breach hereof, Buyer hereby agrees, with respect to this Contract, to indemnify, defend and hold harmless each Seller, Indemnitor, and
Seller’s Affiliates, and their respective owners, members, managers, officers, directors, employees, and agents, from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of
every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or contingent, joint or several, arising out of or relating to: 
 (i) the breach of any representation, warranty, covenant or agreement of Buyer contained in this Contract 
 (ii) the conduct and operation by or on behalf of Buyer of its business at the Hotels after the Closing, or the ownership, use or
operation of the Property after the Closing; and 
 (iii) any liability or obligation of Buyer expressly assumed by Buyer at
Closing. 
 (c) Indemnification Procedure for Claims of Third Parties. Indemnification, with respect to claims resulting from the
assertion of liability by those not parties to this Contract (including governmental claims for penalties, fines and assessments), shall be subject to the following terms and conditions: 
 (i) The party seeking indemnification (the “Indemnified Party”) shall give prompt written notice to the party or
parties from which it is seeking indemnification (the “Indemnifying Party”) of any assertion of liability by a third party which might give rise to a claim for indemnification based on the foregoing provisions of this Section 8.8,
which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known; provided, however, that no delay on the part of the Indemnified Party in giving notice shall relieve the Indemnifying Party of any obligation
to indemnify unless (and then solely to the extent that) the Indemnifying Party is prejudiced by such delay. 
  

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 (ii) If in any action, suit or proceeding (a “Legal Action”) the
relief sought is solely the payment of money damages, and if the Indemnifying Party specifically agrees in writing to indemnify such Indemnified Party with respect thereto and demonstrates to the reasonable satisfaction of such Indemnified Party its
financial ability to do so, the Indemnifying Party shall have the right, commencing thirty (30) days after such notice, at its option, to elect to settle, compromise or defend, pursuant to this paragraph, by its own counsel and at its own
expense, any such Legal Action involving such Indemnified Party’s asserted liability. If the Indemnifying Party does not undertake to settle, compromise or defend any such Legal Action, such settlement, compromise or defense shall be conducted
in the sole discretion of such Indemnified Party, but such Indemnified Party shall provide the Indemnifying Party with such information concerning such settlement, compromise or defense as the Indemnifying Party may reasonably request from time to
time. If the Indemnifying Party undertakes to settle, compromise or defend any such asserted liability, it shall notify such Indemnified Party in writing of its intention to do so within thirty (30) days of notice from such Indemnified Party
provided above. 
 (iii) Notwithstanding the provisions of the previous subsection of this Contract, until the Indemnifying
Party shall have assumed the defense of the Legal Action, the defense shall be handled by the Indemnified Party. Furthermore, (x) if the Indemnified Party shall have reasonably concluded that there are likely to be defenses available to it that
are different from or in addition to those available to the Indemnifying Party; (y) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (z) if a judgment against Buyer, as the
Indemnified Party, in the Legal Action will, in the good faith opinion of Buyer, establish a custom or precedent which will be adverse to the best interest of the continuing business of the Hotel, the Indemnifying Party, shall not be entitled to
assume the defense of the Legal Action and the defense shall be handled by the Indemnified Party, provided that, in the case of clause (z), the Indemnifying Party shall have the right to approve legal counsel selected by the Indemnified Party, such
approval not to be unreasonably withheld, delayed or conditioned. If the defense of the Legal Action is handled by the Indemnified Party under the provisions of this subsection, the Indemnifying Party shall pay all legal and other expenses
reasonably incurred by the Indemnified Party in conducting such defense. 
 (iv) In any Legal Action initiated by a third
party and defended by the Indemnified Party (w) the Indemnified Party shall have the right to be represented by advisory counsel and accountants, at its own expense, (x) the Indemnifying Party shall keep the Indemnified Party fully
informed as to the status of such Legal Action at all stages thereof, whether or not the Indemnified Party is represented by its own counsel, (y) the Indemnifying Party shall make available to the Indemnified Party and its attorneys, accounts
and other representatives, all books and records of Seller relating to such Legal Action and (z) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of such
Legal Action. 
 (v) In any Legal Action initiated by a third party and defended by the Indemnifying Party, the Indemnifying
Party shall not make settlement of any claim 

  

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without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it
shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against Buyer or its respective assets, employees, Affiliates or business, or relief which Buyer reasonably believes could establish
a custom or precedent which will be adverse to the best interests of its continuing business. 
 8.9 Escrow Funds. To provide for the
timely payment of any post-closing claims by Buyer against the applicable Seller hereunder, at each Closing, a prorated portion (as provided below) of an aggregate amount equal to Five Hundred Thousand and No/100 Dollars ($500,000.00) (for all of
the Hotels, the “Escrow Funds”) shall be withheld from the Purchase Price payable to a Seller and shall be deposited for a period of 175 days in an escrow account with the Title Company pursuant to an escrow agreement
reasonably satisfactory in form and substance to Buyer and Sellers (the “Post-Closing Agreement”), which escrow and Post-Closing Agreement shall be established and entered into at Closing and shall be a condition to
Buyer’s obligations under this Contract. If no claims have been asserted by Buyer against the applicable Seller, or all such claims have been satisfied, within such 175 day period, the Escrow Funds deposited by the Sellers shall be released to
the Sellers. The Escrow Funds withheld from each Seller shall be equal to the sum of $500,000 multiplied by a fraction, the numerator of which is the Purchase Price for such Seller’s Hotel and the denominator of which is the aggregate Purchase
Price for all of the Hotels. Any Seller may provide a letter of credit in form and substance satisfactory to Buyer in lieu of cash for its portion of the Escrow Funds. 
 8.10 Liquor Licenses. The Manager or an Affiliate thereof approved by Buyer, or Buyer or an Affiliate of Buyer, shall have or shall have obtained all liquor licenses and alcoholic beverage licenses or banquet
licenses, as appropriate and necessary or desirable to operate any restaurants, bars and lounges presently located within the Hotel (collectively, the “Liquor Licenses”) and, in the case of an Affiliate of the Manager, the
Hotel has the right to use such Liquor License, (ii) if permitted under the laws of the jurisdiction in which the Hotel is located, to the extent practicable the Manager shall execute and file any and all necessary forms, applications and other
documents (and Seller and Buyer shall cooperate with the Manager in filing such forms, applications and other documents) with the appropriate liquor and alcoholic beverage authorities prior to Closing so that the Liquor Licenses remain in full force
and effect upon completion of Closing. Notwithstanding anything to the contrary herein, Buyer shall be responsible, at its risk and expense, for obtaining or causing to obtained any Liquor Licenses required for the continued operation of the Hotels,
provided that Sellers shall fully cooperate as reasonably requested by Buyer so long as Sellers are not required to incur any material cost or liability in connection therewith. 
 ARTICLE IX 
 CONDITIONS FOR CLOSING 
 9.1 Buyer’s Conditions for Closing. Unless otherwise waived in writing, and without prejudice to Buyer’s right to cancel this Contract
during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions
and contingencies set forth in this Section 9.1, each of which shall be deemed material 

  

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to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s
obligations provided for in this Contract for any reason other than due to Buyer’s failure to perform hereunder, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to declare this Contract terminated, in
which case the Earnest Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this
Contract. 
 (a) All of Sellers’ representations and warranties contained in or made pursuant to this Contract shall be true and correct
in all material respects as if made again on the Closing Date. 
 (b) Buyer shall have received all of the instruments and conveyances listed
in Section 10.2. 
 (c) Each Seller shall have performed, observed and complied in all material respects with all of the covenants,
agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by such Seller, as and when required hereunder. 
 (d) Intentionally Omitted. 
 (e) Third Party Consents in form and substance satisfactory to Buyer shall have
been obtained and furnished to Buyer. 
 (f) The Escrow Funds shall have been deposited in the escrow account pursuant to the Post-Closing
Agreement and the parties thereto shall have entered into the Post-Closing Agreement. 
 (g) The Existing Management Agreements and the
Existing Franchise Agreements shall have been terminated (except to the extent assumed by Buyer as provided herein). 
 (h) Subject to
Article V, Buyer and the Manager shall have executed and delivered the New Management Agreements (except to the extent the Existing Management Agreements are assumed by Buyer as provided herein), and Buyer and the Franchisors shall have executed and
delivered the New Franchise Agreements, in each case upon terms and conditions acceptable to Buyer in its sole and absolute discretion. 
 (i) The Existing Loans have been paid-off, defeased or assumed as applicable. 
 9.2 Seller’s Conditions for Closing.
Unless otherwise waived in writing, and without prejudice to any Seller’s right to cancel this Contract during the Review Period, the duties and obligations of each Seller to proceed to Closing under the terms and provisions of this Contract
are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.2, each of which shall be deemed material to this Contract. In the event of the
failure of any of the conditions set forth in this 

  

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Section 9.2, which condition is not waived in writing by a Seller, such Seller shall have the right at its option to declare this Contract terminated
and null and void, in which case the remaining Earnest Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly
provided herein. 
 (a) All of Buyer’s representations and warranties contained in or made pursuant to this Contract shall be true and
correct in all material respects as if made again on the Closing Date. 
 (b) Sellers shall have received all of the money, instruments and
conveyances listed in Section 10.3. 
 (c) Buyer shall have performed, observed and complied in all material respects with all of the
covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when required hereunder. 
 (d) Sellers and any guarantors shall have been released from any obligations or liability first arising from and after Closing under the Existing Loans, Existing Management Agreements, and Existing Franchise
Agreements. 
 9.3 Satisfaction of Conditions. Sellers and Buyer will not take any action that is inconsistent with its obligations
under this Contract in any material respect or that could reasonably be expected to hinder or delay the consummation of the transactions contemplated by this Contract. Sellers and Buyer shall use commercially reasonable efforts to satisfy the
closing conditions set forth herein. Each party shall at any time and from time to time after the Closing execute, acknowledge where required, and deliver such further instruments and documents, and take such other action as may be reasonably
requested by the other party in order to carry out the purposes of this Contract. In the event any of the conditions to closing set forth in this Contract are not satisfied or waived by the applicable party by April 30, 2008 (other than as a
result of a failure of the party that is seeking to terminate to have used commercially reasonable efforts to satisfy its obligations under this Contract), then either party shall have the right at its option to declare this Contract terminated and
null and void, in which case the remaining Earnest Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided
herein. In the event that the Closing of one or more Hotels is delayed more than forty-five (45) days beyond the dates for Closing set forth in Section 10.1 below as a result of one or more conditions to closing not having been satisfied,
then at the reasonable request of the applicable Sellers, the Closing of all of the Hotels (other than the Dunn Hotel) shall be delayed until such time as they all can be closed within the same fifteen (15) day period in order to accommodate
Sellers’ tax free exchange of properties. 
  

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 ARTICLE X 
 CLOSING AND CONVEYANCE 
 10.1 Closing. Unless otherwise agreed by Buyer and applicable
Sellers, the Closing on the Dunn Hotel shall occur on a date selected by Buyer that is not later than the later of (a) December 21, 2007 or (b) five (5) business days after expiration of the Review Period, provided that all
conditions to Closing by Buyer hereunder with respect to such Hotel have been satisfied. Unless otherwise agreed by Buyer and applicable Sellers, the Closing on all other Hotels shall occur on a date selected by Buyer that is not earlier than
January 21, 2008 and not later than February 1, 2008, provided that all of Buyer’s conditions to Closing hereunder with respect to such Hotels have been satisfied. Buyer will provide Sellers at least two (2) days prior written
notice of the Closing Date selected by Buyer. The date on which the Closing with respect to a Hotel is to occur as provided in this Section 10.1, or such other date as may be agreed upon by Buyer and Seller, is referred to in this Contract as
the “Closing Date” for the Property. The Closing shall be held at 10:00 a.m. at the offices of the Title Company, or as otherwise determined by Buyer and Sellers. 
 10.2 Deliveries of Seller. At Closing, the applicable Indemnitor(s) and each Seller (as to itself and its Property) shall deliver to Buyer the
following, and, as appropriate, all instruments shall be properly executed and conveyance instruments to be acknowledged in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually
agreed upon by Buyer and Seller prior to such Closing): 
 (a) Deed. A limited or special warranty deed conveying to Buyer fee simple
title to the Real Property, subject only to the Permitted Exceptions (the “Deed”). 
 (b) Bills of Sale. Bills
of sale to Buyer and/or its designated Lessee, conveying title to the tangible Personal Property (other than the alcoholic beverage inventories, which, at Buyer’s election and if agreed by Manager, shall be transferred by Seller to the Manager
as holder of the Liquor Licenses required for operation of the Hotel). 
 (c) Existing Management and Franchise Agreements. The
termination of the Existing Management Agreement and the Existing Franchise Agreement. 
 (d) General Assignments. Assignments of all
of Seller’s right, title and interest in and to all FF&E Leases, Service Contracts and Leases identified on Exhibit C hereto (the “Hotel Contracts”). The assignment shall also be a general assignment and shall
provide for the assignment of all of Seller’s right, title and interest in all Records, Warranties, Licenses, Tradenames, Contracts, Plans and Specs and all other intangible Personal Property applicable to the Hotel and shall contain mutual
indemnities whereby Seller shall indemnify Buyer for matters arising under the Hotel Contracts prior to Closing and Buyer shall indemnify Seller for matters arising under the Hotel Contracts from and after Closing. 
 (e) FIRPTA; 1099. A FIRPTA Affidavit or Transferor’s Certificate of Non-Foreign Status as required by Section 1445 of the Internal
Revenue Code and an IRS Form 1099. 
 (f) Title Company Documents. All affidavits, gap indemnity agreements and other documents
reasonably required by the Title Company. At Buyer’s sole expense, Buyer 

  

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shall have obtained an irrevocable commitment directly from the Title Company (or in the event the Title Company is not willing to issue said irrevocable
commitment, then from such other national title company as may be selected by either Buyer or Seller) for issuance of an Owner’s Policy of Title Insurance to Buyer insuring good and marketable fee simple absolute title to the Real Property
constituting part of the Property, subject only to the Permitted Exceptions in the amount of the Purchase Price. 
 (g) Possession;
Estoppel Certificates. Possession of the Property, subject only to rights of guests in possession and tenants pursuant to written leases included in the Leases, and estoppel certificates from tenants under Leases and the lessors under FF&E
Leases in form and substance acceptable to Buyer. 
 (h) Vehicle Titles. The necessary certificates of titles duly endorsed for
transfer together with any required affidavits and other documentation necessary for the transfer of title or assignment of leases from Seller to Buyer of any motor vehicles used in connection with the Hotel’s operations. 
 (i) Authority Documents. Certified copy of resolutions of the Manager or Board of Directors, as applicable, of Seller authorizing the sale of the
Property contemplated by this Contract, and/or other evidence reasonably satisfactory to Buyer and the Title Company that the person or persons executing the closing documents on behalf of Seller have full right, power and authority to do so, along
with a certificate of good standing of Seller from the State in which the Property is located. 
 (j) Miscellaneous. Such other
instruments as are contemplated by this Contract to be executed or delivered by Seller, reasonably required by Buyer or the Title Company, or customarily executed in the jurisdiction in which the Hotel is located, to effectuate the conveyance of
property similar to the Hotel, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotel and Seller will no longer have any rights, titles, or interests in and to
the Hotel. 
 (k) Plans, Keys, Records, Etc. To the extent not previously delivered to and in the possession of Buyer, all Contracts,
Plans and Specs, all keys for the Hotel (which keys shall be properly tagged for identification), all Records including, without limitation, all Warranties, Licenses, Leases, FF&E Leases and Service Contracts for the Hotel. 
 (l) Closing Statements. Seller’s Closing Statement, and a certificate confirming the truth of Seller’s representations and warranties
hereunder as of the Closing Date. 
 (m) Indemnification Agreement. At Closing, the applicable Indemnitor(s) shall deliver to Buyer
the Indemnification Agreement. 
 10.3 Buyer’s Deliveries. At Closing of the Hotel, Buyer shall deliver the following:

 (a) Purchase Price. The balance of the Purchase Price, adjusted for the adjustments provided for in Section 12.1, below, and
less any sums to be deducted therefrom as provided in Section 2.4. 
  

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 (b) Authority Documents. Certified copy of resolutions of the Board of Directors of Buyer
authorizing the purchase of the Hotel contemplated by this Contract, and/or other evidence satisfactory to Seller and the Title Company that the person or persons executing the closing documents on behalf of Buyer have full right, power and
authority to do so. 
 (c) General Assignments and Assumption. Assignments of all of Seller’s right, title and interest in and to
all FF&E Leases, Service Contracts and Leases identified on Exhibit C hereto (the “Hotel Contracts”). The assignment shall also be a general assignment and shall provide for the assignment of all of Seller’s
right, title and interest in all Records, Warranties, Licenses, Tradenames, Contracts, Plans and Specs and all other intangible Personal Property applicable to the Hotel and shall contain mutual indemnities whereby Seller shall indemnify Buyer for
matters arising under the Hotel Contracts prior to Closing and Buyer shall indemnify Seller for matters arising under the Hotel Contracts from and after Closing. 
 (d) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Buyer, reasonably required by Seller or the Title Company, or customarily executed in the
jurisdiction in which the Hotel is located, to effectuate the conveyance of property similar to the Hotel, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotel
and Seller will no longer have any rights, titles, or interests in and to the Hotel. 
 (e) Closing Statements. Buyer’s Closing
Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date. 
 ARTICLE XI 
 COSTS 
 All Closing costs shall be paid as set forth below: 
 11.1 Seller’s Costs. In connection with the
sale of the Property contemplated under this Contract, Sellers shall be responsible for all transfer and recordation taxes, including, without limitation, all transfer taxes, mansion or like taxes on or in connection with the transfer of the Real
Property and all sales and/or use taxes on the personal property constituting part of the Property pursuant to each Bill of Sale, in each case except as otherwise provided in Section 12, and all accrued taxes of Sellers prior to Closing and
other such taxes of Sellers attributable to the sale of the Property to Buyer. Seller shall be responsible for all costs related to the termination of the Existing Management Agreements for the Hilton Head and Dunn Hotels as provided in Article V.
Buyer agrees to reasonably cooperate and assist Seller, at no out of pocket expense to Buyer or delay in Closing, to avoid or limit the application or payment of Florida documentary stamp taxes with respect to the transfer of the Hotels subject to
the provisions of this Paragraph. Buyer acknowledges that Seller has advised Buyer that in order to obtain preferred tax treatment with regards to the payment of Florida Documentary Stamp Taxes on the subject transaction, Seller, may in lieu of
transferring the Jacksonville Hotel and the Tampa Hotel to Buyer by means of a deeded conveyance, elect to transfer title to such Hotels to a Seller owned and newly created single member limited liability company and subsequently thereafter transfer
the membership ownership of said limited liability company to Buyer 

  

 30 








 
provided Buyer shall not be required to execute any documents or be party to any structure proposed by Seller that would, in Buyer’s determination,
violate any laws or regulations or expose Buyer or this transaction to any additional risk of governmental review or investigation. In addition, Seller shall indemnify and hold Buyer harmless from any and all costs, expenses, liabilities or damages
resulting from Seller’s use of the foregoing structure and this indemnity shall survive the Closing. 
 11.2 Buyer’s Costs.
In connection with the purchase of the Property contemplated under this Contract, Buyer shall be responsible for the costs and expenses of its attorneys, accountants and other professionals, consultants and representatives. Buyer shall also be
responsible for the costs and expenses in connection with the preparation of any environmental report, any update to the survey and the premiums, costs and expenses of preparation of the title insurance commitment and the issuance of the title
insurance policy contemplated by Article IV and the per page recording charges for the Deed (if applicable), including without limitation any premiums, costs and expenses related to title endorsements required for the assumption of any mortgages.
Buyer shall also be responsible for payment of all prepayment penalties, assumption fees, and other amounts payable in connection with the pay-off, assumption or defeasance of the Existing Loans, including without limitation its and the
lenders’ (but in no event Sellers’) attorneys’ fees in connection with such pay-offs, assumptions, or defeasances. Buyer shall be responsible for all costs related to the termination of the Existing Management Agreements for the
Winston-Salem, Greenville, Birmingham, Tampa, and Jacksonville Hotels as provided in Article V, as well as all franchise application fees or Franchisor legal fees related to the New Franchise Agreements, and all applicable state taxes or fees
associated with the assumption of any mortgages on the Property. Buyer shall also be responsible for any fees for the performance of the PIP review and report by the Franchisor, all costs of completing the PIP, as well as costs and expenses of its
attorneys, accountants, appraisers and other professionals, consultants and representatives. 
 ARTICLE XII 
 ADJUSTMENTS 
 12.1 Adjustments.
As to each Hotel: Unless otherwise provided herein, at Closing, adjustments between the parties shall be made as of 11:59 p.m. on the day prior to the Closing Date (the “Cutoff Time”), with the income and expenses accrued
prior to the Closing Date being allocated to Seller and the income and expenses accruing on and after the Closing Date being allocated to Buyer, all as set forth below. All of such adjustments and allocations shall be made in cash at Closing and
shall be collected through and/or adjusted in accordance with the terms of the Existing Management Agreement. Except as otherwise expressly provided herein, all apportionments and adjustments shall be made on an accrual basis in accordance with
generally accepted accounting principles. Buyer and each Seller shall request that the Manager determine the apportionments, allocations, prorations and adjustments as of the Cutoff Time. 
 (a) Taxes. All real estate taxes, personal property taxes, or any other taxes and special assessments (special or otherwise) of any nature upon
the Property levied, assessed or pending for the calendar year in which the Closing occurs (including the period prior to Closing, regardless of when due and payable) shall be prorated as of the Cutoff Time and, if no 

  

 31 








 
tax bills or assessment statements for such calendar year are available, such amounts shall be estimated on the basis of the best available information for
such taxes and assessments that will be due and payable on the Hotel for the calendar year in which Closing occurs. 
 (b) Utilities.
All suppliers of utilities shall be instructed to read meters or otherwise determine the charges owing as of the Closing Date for services prior thereto, which charges shall be allocated to Seller. Charges accruing after Closing shall be allocated
to Buyer. If elected by Seller, Seller shall be given credit, and Buyer shall be charged, for any utility deposits transferred to and received by Buyer at Closing. 
 (c) Income/Charges. All rents, income and charges receivable or payable under any Leases and Hotel Contracts applicable to the Property, and any deposits, prepayments and receipts thereunder, shall be prorated
between Buyer and Seller as of the Cutoff Time. 
 (d) Accounts. All working capital accounts, reserve accounts and escrow accounts
(including all FF&E accounts, all PIP accounts, and other reserve accounts, but excluding amounts held in tax and insurance escrow accounts to the extent included in the definition of Deposits) shall remain the property of Seller, provided that
Seller shall receive payment or credit from Purchaser for all advance payments, escrows, deposits and other amounts that remain held by the applicable lender following Closing under any of the Existing Loans that are assumed by Buyer, except as
otherwise provided in the definition of Deposits with respect to any FF&E reserve amounts. 
 (e) Guest Ledger. Subject to
(f) below, all accounts receivable of registered guests at the Hotel who have not checked out and were occupying rooms as of the Cutoff Time, shall be prorated as provided herein. 
 (f) Room Rentals. All receipts from guest room rentals and other suite revenues for the night in which the Cutoff Time occurs shall belong to
Seller, but Seller shall provide Buyer credit at Closing equal to the reasonable expenses to be incurred by Buyer to clean such guests’ rooms. 
 (g) Advance Deposits. All prepaid rentals, room rental deposits, and all other deposits for advance registration, banquets or future services to be provided on and after the Closing Date shall be credited to Buyer. 
 (h) Accounts Receivable. To the extent not apportioned at Closing and subject to (e) and (f) above, all accounts receivable and credit
card claims as of the Cutoff Time shall remain the property of Seller, and Seller and Buyer agree that the monies received from debtors owing such accounts receivable balances after Closing, unless otherwise provided in the New Management Agreement
and agreed to by Seller, shall be applied as expressly provided in such remittance, or if not specified then to the Seller’s outstanding invoices to such account debtors in chronological order beginning with the oldest invoices, and thereafter,
to Buyer’s account. Except as otherwise provided above, following the Closing, Seller shall be solely responsible for the collection of any receivables arising prior to the Closing. 
 (i) Accounts Payable. To the extent not apportioned at Closing, any indebtedness, accounts payable, liabilities or obligations of any kind or
nature related to Seller or 

  

 32 








 
the Property for the periods prior to and including the Closing Date shall be retained by Seller and promptly allocated to Seller and evidence thereof shall
be provided to Buyer, and Buyer shall not be or become liable therefor, except as expressly assumed by Buyer pursuant to this Contract, and invoices received in the ordinary course of business relating to periods prior to Closing shall be allocated
to Seller at Closing. 
 (j) Restaurants, Bars, Machines, Other Income. All monies received in connection with bar, restaurant,
banquet and similar and other services at the Hotel (other than amounts due from any guest and included in room rentals) prior to the close of business for each such operation for the night in which the Cutoff Time occurs shall belong to Seller, and
all other receipts and revenues (not previously described in this Section 12.1) from the operation of any department of the Hotel shall be prorated between Seller and Buyer at Closing. 
 12.2 Reconciliation and Final Payment. Seller and Buyer shall reasonably cooperate after Closing to make a final determination of the allocations
and prorations required under this Contract within one hundred eighty (180) days after the Closing Date. Upon the final reconciliation of the allocations and prorations under this Section, the party which owes the other party any sums hereunder
shall pay such party such sums within ten (10) days after the reconciliation of such sums. The obligations to calculate such prorations, make such reconciliations and pay any such sums shall survive the Closing. 
 12.3 Employees. Unless Buyer or the Manager expressly agrees otherwise, none of the employees of the Hotel shall become employees of Buyer, as of
the Closing Date; instead, such employees shall continue as employees of the Manager or an affiliate of Manager. Seller shall not give notice under any applicable federal or state plant closing or similar act, including, if applicable, the Worker
Adjustment and Retraining Notification Provisions of 29 U.S.C., Section 2102, the parties having agreed that a mass layoff, as that term is defined in 29 U.S.C., 2101(a)(3), will not have occurred. Any liability for payment of all wages,
salaries and benefits, including, without limitation, accrued vacation pay, sick leave, bonuses, pension benefits, COBRA rights, and other benefits accrued or earned by and due to employees at the Hotel through the Cutoff Time, together with
F.I.C.A., unemployment and other taxes and benefits due with respect to such employees for such period, shall be charged to Seller, in accordance with the Existing Management Agreement, for the purposes of the adjustments to be made as of the Cutoff
Time. All liability for wages, salaries and benefits of the employees accruing in respect of and attributable to the period from and after Closing shall be charged to Buyer, in accordance with the New Management Agreement. To the extent applicable,
all such allocations and charges shall be adjusted in accordance with the provisions of the Existing Management Agreement. 
 ARTICLE XIII

 CASUALTY AND CONDEMNATION 
 13.1 Risk of Loss; Notice. Prior to Closing and the delivery of possession of the Properties to Buyer in accordance with this Contract, all risk of loss to the Properties (whether by casualty, condemnation or otherwise) shall be
borne by each applicable Seller. In the event that (a) any loss or damage to any Hotel shall occur prior to the Closing Date as a result of fire or other casualty, or (b) any Seller receives notice that a governmental authority has
initiated or 

  

 33 








 
threatened to initiate a condemnation proceeding affecting its Hotel, such Seller shall give Buyer immediate written notice of such loss, damage or
condemnation proceeding (which notice shall include a certification of (i) the amounts of insurance coverages in effect with respect to the loss or damage and (ii) if known, the amount of the award to be received in such condemnation).

 13.2 Buyer’s Termination Right. If, prior to Closing and the delivery of possession of the Property to Buyer in accordance
with this Contract, (a) any condemnation proceeding shall be pending against a substantial portion of any Hotel or (b) there is any substantial casualty loss or damage to any Hotel, Buyer shall have the option to terminate this Contract,
provided Buyer delivers written notice to the applicable Seller of its election within twenty (20) days after the date such Seller has delivered Buyer written notice of any such loss, damage or condemnation as provided above, and in such event,
the Earnest Money Deposit, and any interest thereon, shall be delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the other under this Contract. In the context of
condemnation, “substantial” shall mean condemnation of such portion of a Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and,
in the context of casualty loss or damage, “substantial” shall mean a loss or damage in excess of Two Hundred Thousand and No/100 Dollars ($200,000.00) in value with respect to any single Hotel. 
 13.3 Procedure for Closing. If Buyer shall not timely elect to terminate this Contract under Section 13.2 above, or if the loss, damage or
condemnation is not substantial, each applicable Seller agrees to pay to Buyer at the Closing all insurance proceeds or condemnation awards which such Seller has received as a result of the same, plus an amount equal to the insurance deductible, and
assign to Buyer all insurance proceeds and condemnation awards payable as a result of the same, in which event the Closing shall occur without Seller replacing or repairing such damage. In the case of damage or casualty, at Buyer’s election,
Seller shall repair and restore the Property to its condition immediately prior to such damage or casualty and shall assign to Buyer all excess insurance proceeds. 
 ARTICLE XIV 
 DEFAULT REMEDIES 
 14.1 Buyer Default. If Buyer defaults under this Contract after the Review Period, and such default continues for thirty (30) days following
written notice from Seller (provided no notice shall extend the time for Closing), then at Sellers’ election by written notice to Buyer, this Contract shall be terminated and of no effect, in which event the Earnest Money Deposit, including any
interest thereon, shall be paid to and retained by the Sellers as Sellers’ sole and exclusive remedy hereunder, and as liquidated damages for Buyer’s default or failure to close, and both Buyer and Sellers shall thereupon be released from
all obligations hereunder except those that survive termination as provided herein. 
 14.2 Seller Default. If any Seller defaults
under this Contract, and such default continues for thirty (30) days following written notice from Buyer, Buyer may elect, as Buyer’s sole and exclusive remedy, either (i) to terminate this Contract by written notice to such Seller
delivered to that Seller at any time prior to the completion of such cure, in which event the Earnest Money Deposit, including any interest thereon, shall be returned to the Buyer, and 

  

 34 








 
thereafter both the Buyer and Sellers shall thereupon be released from all obligations with respect to this Contract, except as otherwise expressly provided
herein; or (ii) to treat this Contract as being in full force and effect by written notice to Sellers delivered to Sellers at any time prior to the completion of such cure, in which event the Buyer shall have the right to an action against the
defaulting Seller for specific performance. 
 14.3 Attorney’s Fees. Anything to the contrary herein notwithstanding, if it shall
be necessary for either the Buyer or Sellers to employ an attorney to enforce its rights pursuant to this Contract because of the default of the other party, and the non-defaulting party is successful in enforcing such rights, then the defaulting
party shall reimburse the non-defaulting party for the non-defaulting party’s reasonable attorneys’ fees, costs and expenses. 
 ARTICLE XV 
 NOTICES 
 All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by telecopy, when the telecopy is transmitted to the party’s telecopy number specified below and
confirmation of complete receipt is received by the transmitting party during normal business hours or on the next Business Day if not confirmed during normal business hours, (ii) if hand delivered to a party against receipted copy, when the
copy of the notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) Business Days after it is posted with the U.S. Postal Service at the address of the party specified below or
(iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or similarly acknowledged: 
  

			
	If to Buyer:	 	Apple Eight Hospitality Ownership, Inc.
		 	 814 E. Main Street
 Richmond, Virginia
23219

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

		 	Attention: Legal Dept.
		 	Fax No.: (804) 727-6349
		
	If to Seller:	 	Homecourt Hospitality, LLC
		 	c/o James W. Turner
		 	 5160 Saint Andrews Island Drive
 Vero Beach, FL 32967


		 	Facsimile: (772) 589-4697
		
	with a copy to:	 	David Tart
		 	 1493 Palmcrest Drive
 Johns Island SC
29455

		 	Fax No.: (843) 557-1968

  

 35 









			
		
	with a copy to:	 	James M. Wilson
		 	Buist Moore Smythe McGee P.A.
		 	 5 Exchange Street
 Charleston, South Carolina
29401

		 	Fax No.: 843-723-7398

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

 ARTICLE XVI 
 MISCELLANEOUS 
 16.1 Performance. Time is of the essence in the performance and satisfaction of each and every
obligation and condition of this Contract. 
 16.2 Binding Effect; Assignment. This Contract shall be binding upon and shall inure to
the benefit of each of the parties hereto, their respective successors and assigns. This Contract cannot be assigned by Buyer without the written consent of the Seller, provided that Buyer may, without the prior written consent of Seller, assign
this Contract at or before the Closing to any affiliate that is controlled by, or under common control with, Buyer. 
 16.3 Entire
Agreement. This Contract and the Exhibits constitute the sole and entire agreement between Buyer and Seller with respect to the subject matter hereof. No modification of this Contract shall be binding unless signed by both Buyer and Seller.

 16.4 Governing Law. The validity, construction, interpretation and performance of this Contract shall in all ways be governed and
determined in accordance with the laws of the state in which the Property is located (without regard to conflicts of law principles). 
 16.5
Captions. The captions used in this Contract have been inserted only for purposes of convenience and the same shall not be construed or interpreted so as to limit or define the intent or the scope of any part of this Contract. 
 16.6 Confidentiality. Except as either party may reasonably determine is required by law (including without limitation laws and regulations
applicable to Buyer or its Affiliates who may be public companies): (i) prior to Closing, Buyer and Seller shall not disclose the existence of this Contract or their respective intentions to purchase and sell the Property or generate or
participate in any publicity or press release regarding this transaction, except to Buyer’s and Seller’s legal counsel and lender, Buyer’s consultants and agents, the Manager, the Franchisor and the Title Company and except as
necessitated by Buyer’s Due Diligence Examination and/or shadow management, unless both Buyer and Seller agree in writing and as necessary to effectuate the transactions contemplated hereby and (ii) following Closing, the parties shall
coordinate any public disclosure or release of information related to the transactions contemplated by this Contract, and no such disclosure or release shall be made without the prior written consent of Buyer, and no press release shall be made
without the prior written approval 

  

 36 








 
of Buyer and Seller. Notwithstanding the foregoing, Seller may disclose the general nature of the purchase and sale transaction to its Hotel employees
without divulging the identify of Buyer or its Affiliates or any of the economic or other specific terms of this Contract. 
 16.7 Closing
Documents. To the extent any Closing documents are not attached hereto at the time of execution of this Contract, Buyer and Seller shall negotiate in good faith with respect to the form and content of such Closing documents prior to Closing.

 16.8 Counterparts. This Contract may be executed in counterparts by the parties hereto, and by facsimile signature, and each shall
be considered an original and all of which shall constitute one and the same agreement. 
 16.9 Severability. If any provision of this
Contract shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Contract but shall be confined in its operation to the
provision or provisions hereof directly involved in the controversy in which such judgment shall have been rendered, and this Contract shall be construed as if such provision had never existed, unless such construction would operate as an undue
hardship on Seller or Buyer or would constitute a substantial deviation from the general intent of the parties as reflected in this Contract. 
 16.10 Interpretation. For purposes of construing the provisions of this Contract, the singular shall be deemed to include the plural and vice versa and the use of any gender shall include the use of any other gender, as the
context may require. 
 16.11 (Intentionally Omitted) 
 16.12 Further Acts. In addition to the acts, deeds, instruments and agreements recited herein and contemplated to be performed, executed and delivered by Buyer and Seller, Buyer and Seller shall perform,
execute and deliver or cause to be performed, executed and delivered at the Closing or after the Closing, any and all further acts, deeds, instruments and agreements and provide such further assurances as the other party or the Title Company may
reasonably require to consummate the transaction contemplated hereunder. 
 16.13 Joint and Several Obligations. If any Seller
consists of more than one person or entity, each such person or entity shall be jointly and severally liable with respect to the obligations of Sellers under this Contract with respect to the applicable Hotel. 
 16.14 Notice of Proposed Listing. In the event that the sale of the Property contemplated by this Contract is consummated, if at any time during
the five (5) year period commencing on the date of execution of this Contract by Buyer and Sellers, Sellers or any of their Affiliates propose to list for sale any hotel property or properties owned, acquired, constructed or developed by
Sellers or their Affiliates and located within a ten (10)-mile radius of any Hotel (any such other hotel property being referred to as an “Other Property”), Sellers shall promptly deliver to Buyer written notice thereof.

 16.15 1031 Exchange. Seller and Buyer each agrees to cooperate with the other party, if so requested, to effect a like kind
exchange under Section 1031 of the Internal Revenue Code, 

  

 37 








 
provided, however, that the cooperating party shall incur no expense or liability by reason thereof and provided further that completion of a
Section 1031 Exchange shall not be a condition to Closing. 
 ARTICLE XVII 
 JOINDER BY INDEMNITOR 
 17.1
Indemnification by Indemnitor. David L. Tart, Howard Gale Tart, Ricky Tart, Claudette Green, George Barrett, William Allen, Burrow Hill, Paul Shaw, Larry Lollis, David Swentor and Adrieane Wewers, as “Indemnitors” with respect to
the Dunn Hotel (the “Dunn Indemnitors”), and James W. Turner, as “Indemnitor” with respect to the Hilton Head, Winston-Salem, Greenville, Birmingham, Tampa, and Jacksonville Hotels, hereby covenant and agree that:

 (a) Each Indemnitor is and shall be jointly and severally liable with the applicable Sellers for the performance of all of such
Seller’s obligations and liabilities under Section 8.8 of this Contract and all documents and instruments executed in connection therewith, including, without limitation, all of the applicable Seller’s obligations and liabilities that
survive Closing; 
 (b) The obligations of each Indemnitor hereunder shall not be limited, diminished or impaired in any way by virtue of any
right or remedy Buyer may have against Seller under this Contract or by virtue of any other provision of this Contract; 
 (c) Buyer shall
not be obligated to proceed first against Seller before resorting to Indemnitor under this Article XVII for payment and performance; 
 (d)
The Indemnitors’ obligations under this Article XVII shall expire 180 days following Closing of the applicable Hotel except with respect to claims asserted in writing and delivered to Sellers prior to the expiration of such 180 day period; and

 (e) Notwithstanding anything to the contrary set forth herein, the Indemnitors’ maximum aggregate liability under this Article XVII
shall be limited to the following: 
  

				
	 James W. Turner
	  	$	17,480,000.00
		
	 Dunn Indemnitors (aggregate)
	  	$	2,520,000.00

 Indemnification claims and procedures with respect to the indemnification obligations of Indemnitor under this
Article XVII shall be consistent with those provided for in Section 8.8(c) of this Contract. Seller shall cause Indemnitor to provide, and Indemnitor shall provide, at Closing an indemnification agreement in form and substance equivalent to the
foregoing (the “Indemnification Agreement”), which shall be a condition to Buyer’s obligation to close under this Contract. Except as provided in this Contract, the covenants, agreements, representations and warranties
of Indemnitor set forth in this Article XVII shall be continuing, and shall not be deemed to merge into or be waived by the Deeds or other closing documents and shall survive Closing on the Property. 
  

 38 








 [Signatures Begin on Following Page] 
  

 39 








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

			
	SELLER:
	
	Homecourt Hospitality – Hilton Head 1, LLC
		
	By:	 	Homecourt Hospitality, LLC, its Manager
		
	By:	 	 /s/ James W. Turner

		 	James W. Turner
	Its:	 	Sole Member
	
	SELLER:
	
	Homecourt Hospitality – Hilton Head 2, LLC
		
	By:	 	Homecourt Hospitality, LLC, its Manager
		
	By:	 	 /s/ James W. Turner

		 	James W. Turner
	Its:	 	Sole Member
	
	SELLER:
	
	Homecourt Hospitality – Winston Salem, LLC
		
	By:	 	Homecourt Hospitality, LLC, its Manager
		
	By:	 	 /s/ James W. Turner

		 	James W. Turner
	Its:	 	Sole Member
	
	SELLER:
	
	Homecourt Hospitality – Birmingham 1, LLC
		
	By:	 	Homecourt Hospitality, LLC, its Manager
		
	By:	 	 /s/ James W. Turner

		 	James W. Turner
	Its:	 	Sole Member


  

 40 









			
	SELLER:
	
	Homecourt Hospitality – Birmingham 2, LLC
		
	By:	 	Homecourt Hospitality, LLC, its Manager
		
	By:	 	 /s/ James W. Turner

		 	James W. Turner
	Its:	 	Sole Member
	
	SELLER:
	
	PHREG – Birmingham, LLC
		
	By:	 	Homecourt Hospitality, LLC, its Manager
		
	By:	 	 /s/ James W. Turner

		 	James W. Turner
	Its:	 	Sole Member
	
	SELLER:
	
	Homecourt Hospitality – Greenville, LLC
		
	By:	 	Homecourt Hospitality, LLC, its Manager
		
	By:	 	 /s/ James W. Turner

		 	James W. Turner
	Its:	 	Sole Member
	
	SELLER:
	
	PHREG – Greenville, LLC
		
	By:	 	Homecourt Hospitality, LLC, its Manager
		
	By:	 	 /s/ James W. Turner

		 	James W. Turner
	Its:	 	Sole Member


  

 1 









			
	SELLER:
	
	Homecourt Hospitality – Tampa, LLC
		
	By:	 	Homecourt Hospitality, LLC, its Manager
		
	By:	 	 /s/ James W. Turner

		 	James W. Turner
	Its:	 	Sole Member
	
	SELLER:
	
	PHREG – Tampa, LLC
		
	By:	 	Homecourt Hospitality, LLC, its Manager
		
	By:	 	 /s/ James W. Turner

		 	James W. Turner
	Its:	 	Sole Member
	
	SELLER:
	
	Homecourt Hospitality – Jacksonville, LLC
		
	By:	 	Homecourt Hospitality, LLC, its Manager
		
	By:	 	 /s/ James W. Turner

		 	James W. Turner
	Its:	 	Sole Member
	
	SELLER:
	
	PHREG – Jacksonville, LLC
		
	By:	 	Homecourt Hospitality, LLC, its Manager
		
	By:	 	 /s/ James W. Turner

		 	James W. Turner
	Its:	 	Sole Member
	
	INDEMNITOR:
	
	 /s/ James W. Turner

	Name: James W. Turner


  

 1 









			
	SELLER:
	
	Rylie Properties, LLC
		
	By:	 	 /s/ David L. Tart

	Name:	 	David L. Tart
	Title:	 	Manager
	
	INDEMNITORS:
	
	 /s/ David L. Tart

	Name: David L. Tart
	
	 /s/ Howard Gale Tart

	Name: Howard Gale Tart
	
	 /s/ Ricky Tart

	Name: Ricky Tart
	
	 /s/ Claudette Green

	Name: Claudette Green
	
	 /s/ George Barrett

	Name: George Barrett
	
	 /s/ William Allen

	Name: William Allen
	
	 /s/ Burrow Hill

	Name: Burrow Hill
	
	 /s/ Paul Shaw

	Name: Paul Shaw
	
	 /s/ Larry Lollis

	Name: Larry Lollis
	
	 /s/ David Swentor

	Name: David Swentor
	
	 /s/ Adriane Wewers

	Name: Adriane Wewers


  

 1 









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

		
	By:	 	 /s/ Justin Knight

	Name:	 	Justin Knight
	Title:	 	President


  

 1 








 EXHIBIT “A” 
 Information Re: Hotels 
  

															
	 Hotel and Brand
	  	 Selling
 Entity
	  	 State of
Organization
	  	Rooms	  	 Preliminary
 Allocated
 Purchase
Price
	  	 Applicable
Share of
 Deposit
	 	 	Franchisor
	 Hilton Garden Inn Hilton Head
 1575 Fording Island Rd.
 Hilton Head Island, SC 29926
	  	Homecourt
Hospitality –
Hilton Head 1,
LLC, Homecourt
Hospitality –
Hilton Head 2,
LLC	  	Delaware	  	104	  	$	12,000,000	  	12.1	%	 	Hilton Hotels
Corp.
							
	 Residence Inn Greenville-
 Spartanburg Airport
 120 Milestone Way
 Greenville, SC 29615
	  	Homecourt
Hospitality –
Greenville, LLC,
PHREG –
Greenville, LLC	  	South Carolina	  	78	  	$	9,200,000	  	9.3	%	 	Marriott
International,
Inc.
							
	 Courtyard Winston-Salem Hanes Mall
 1600 Westbrook Plaza Dr.
 Winston-Salem, NC 27103
	  	Homecourt
Hospitality –
Winston Salem,
LLC	  	Delaware	  	122	  	$	13,000,000	  	13.1	%	 	Marriott
International,
Inc.
							
	 Homewood Suites – Jacksonville
 South/St. Johns Ctr.
 10434 Midtown Pkwy
 Jacksonville, FL 32246
	  	Homecourt
Hospitality –
Jacksonville, LLC,
PHREG –
Jacksonville, LLC	  	South Carolina	  	119	  	$	24,000,000	  	24.2	%	 	Hilton Hotels
Corp.
							
	 Hampton Inn Dunn
 100 Jesse Tart Circle
 Dunn, NC 28334
	  	Rylie Properties,
LLC	  		  	120	  	$	12,500,000	  	12.6	%	 	Hampton
Inns, Inc.
							
	 Homewood Suites Birmingham-
 South/Inverness
 215 Inverness Center Dr.
 Birmingham, AL 35242
	  	Homecourt
Hospitality –
Birmingham 1,
LLC, Homecourt
Hospitality –
Birmingham 2,
LLC, PHREG –
Birmingham, LLC	  	South Carolina	  	95	  	$	16,500,000	  	16.6	%	 	Hilton Hotels
Corp.
							
	 TownePlace Suites Tampa North
 6800 Woodstork Rd.
 Tampa, FL 33637
	  	Homecourt
Hospitality –
Tampa, LLC,
PHREG – Tampa,
LLC	  	South Carolina	  	95	  	$	12,000,000	  	12.1	%	 	Marriott
International,
Inc.








 EXHIBIT “A-1” 
 LEGAL DESCRIPTION OF LAND – Hilton Head 
  

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 EXHIBIT “A-2” 
 LEGAL DESCRIPTION OF LAND – Greenville 
  

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 EXHIBIT “A-3” 
 LEGAL DESCRIPTION OF LAND – Winston-Salem 
  

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 EXHIBIT “A-4” 
 LEGAL DESCRIPTION OF LAND – Jacksonville 
  

 5 








 EXHIBIT “A-5” 
 LEGAL DESCRIPTION OF LAND – Dunn 
  

 6 








 EXHIBIT “A-6” 
 LEGAL DESCRIPTION OF LAND – Birmingham 
  

 7 








 EXHIBIT “A-7” 
 LEGAL DESCRIPTION OF LAND – Tampa 
  

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 EXHIBIT B 
 LIST OF FF&E 
 To be provided by Seller and approved by Buyer during the Review Period








 EXHIBIT C 
 LIST OF HOTEL CONTRACTS 
 EXHIBIT C-1 - Seller’s Hotel Contracts 
 To be provided by Seller and approved by Buyer during the Review Period 
 EXHIBIT C-2 - Other Hotel Contracts 
 To be provided by Seller and approved by Buyer during the Review
Period 







 EXHIBIT D 
 CONSENTS AND APPROVALS 
 A. Consents Under Hotel Contracts 
 To be provided by Seller and approved by Buyer during the Review Period 
 B. Consents Under Other Contracts 
 To be provided by Seller and approved by Buyer during the Review Period

 C. Governmental Approvals and Consents 
 To be provided by Seller and approved by Buyer during the Review Period 







 EXHIBIT E 
 ENVIRONMENTAL REPORTS 
 To be provided by Seller and approved by Buyer during the Review Period








 EXHIBIT F 
 CLAIMS OR LITIGATION PENDING 
 To be provided by Seller and approved by Buyer during the Review
Period 







 EXHIBIT G 
 ESCROW AGREEMENT 
 THIS ESCROW AGREEMENT (this “Agreement”) made the
     day of                     , 2007 by and among
                            , a
                     limited liability company (“Seller”), APPLE EIGHT HOSPITALITY OWNERSHIP, INC. a Virginia
corporation, or its assigns (“Buyer”) and LANDAMERICA AMERICAN TITLE COMPANY (“Escrow Agent”). 
 R E C I
T A L S 
 WHEREAS, pursuant to the provisions of Section 2.6 of that certain Purchase Contract dated
                    , 2007 (the “Contract”) between Seller and Buyer (the “Parties”), the Parties have
requested Escrow Agent to hold in escrow in accordance with the provisions, upon the terms, and subject to the conditions, of this Agreement, the Earnest Money Deposit as defined in the Contract (the “Deposit”); and

 WHEREAS, the Deposit shall be delivered to Escrow Agent in accordance with the terms of the Contract and this Agreement. 
 NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties hereto agree as follows: 
 1. Seller and Buyer hereby appoint Escrow Agent to serve as escrow agent hereunder, and the Escrow Agent agrees to act as escrow agent hereunder in
accordance with the provisions, upon the terms and subject to the conditions of this Agreement. The Escrow Agent hereby acknowledges receipt of the Deposit. Escrow Agent shall invest the Deposit as directed by Buyer. 
 2. Subject to the rights and obligations to transfer, deliver or otherwise dispose of the Deposit, Escrow Agent shall keep the Deposit in Escrow
Agent’s possession pursuant to this Agreement. 
 3. A. Buyer shall be entitled to an immediate return of the Deposit at any time prior
to the expiration of the Review Period (as defined in Section 3.1 of the Contract) by providing written notice to Escrow Agent stating that Buyer has elected to terminate the Contract pursuant to Section 3.1. 
 B. If at any time after the expiration of the Review Period, Buyer claims entitlement to all or any portion of the Deposit, Buyer shall give written
notice to Escrow Agent stating that Seller has defaulted in the performance of its obligations under the Contract beyond the applicable grace period, if any, or that Buyer is otherwise entitled to the return of the 

  

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Deposit or applicable portion thereof and shall direct Escrow Agent to return the Deposit or applicable portion thereof to Buyer (the
“Buyer’s Notice”). Escrow Agent shall promptly deliver a copy of Buyer’s Notice to Seller. Seller shall have ten (10) business days after receipt of the copy of Buyer’s Notice to deliver written notice to
Escrow Agent and Buyer objecting to the release of the Deposit or applicable portion thereof to Buyer (“Seller’s Objection Notice”). If Escrow Agent does not receive a timely Seller’s Objection Notice, Escrow Agent
shall release the Deposit or applicable portion thereof to Buyer. If Escrow Agent does receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof only upon receipt of, and in accordance
with, written instructions signed by Seller and Buyer, or the final order of a court of competent jurisdiction. 
 C. If, at any time after
the expiration of the Review Period, Seller claims entitlement to the Deposit or applicable portion thereof, Seller shall give written notice to Escrow Agent stating that Buyer has defaulted in the performance of its obligations under the Contract,
and shall direct Escrow Agent to release the Deposit or applicable portion thereof to Seller (the “Seller’s Notice”). Escrow Agent shall promptly deliver a copy of Seller’s Notice to Buyer. Buyer shall have ten
(10) business days after receipt of the copy of Seller’s Notice to deliver written notice to Escrow Agent and Seller objecting to the release of the Deposit or applicable portion thereof to Seller (“Buyer’s Objection
Notice”). If Escrow Agent does not receive a timely Buyer’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof to Seller. If Escrow Agent does receive a timely Seller’s Objection Notice,
Escrow Agent shall release the Deposit or applicable portion thereof only upon receipt of, and in accordance with, written instructions signed by Buyer and Seller, or the final order of a court of competent jurisdiction. 
 4. In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature purporting to be genuine
and purporting to be signed by and of the Parties or their successors unless Escrow Agent has actual knowledge to the contrary. Escrow Agent may assume that any person purporting to give any notice or instructions in accordance with the provisions
hereof has been duly authorized to do so. 
 5. A. Escrow Agent shall not be liable for any error of judgment, or any action taken or omitted
to be taken hereunder, except in the case of Escrow Agent’s willful, bad faith misconduct or negligence, nor shall Escrow Agent be liable for the conduct or misconduct of any employee, agent or attorney thereof. Escrow Agent shall be entitled
to consult with counsel of its choosing and shall not be liable for any action suffered or omitted in accordance with the advice of such counsel. 
 B. In addition to the indemnities provided below, Escrow Agent shall not be liable for, and each of the Parties jointly and severally hereby indemnify and agree to save harmless and reimburse Escrow Agent from and against all loss, cost,
liability, damage and expense, including outside counsel fees in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, including the costs and expenses of defending against any claim arising
hereunder unless the same are caused by the willful, bad faith misconduct or negligence of Escrow Agent. 
  

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 C. Escrow Agent shall not be bound or in any way affected by any notice of any modification or
cancellation of this Agreement, or of any fact or circumstance affecting or alleged to affect rights or liabilities hereunder other than as is herein set forth, or affecting or alleged to affect the rights and liabilities of any other person, unless
notice of the same is delivered to Escrow Agent in writing, signed by the proper parties to Escrow Agent’s satisfaction and, in the case of modification, unless such modification shall be approved by Escrow Agent in writing. 
 6. A. Escrow Agent and any successor escrow agent, as the case may be, may resign his or its duties and be discharged from all obligations hereunder at
any time upon giving five (5) days’ prior written notice to each of the Parties hereto. The Parties hereto will thereupon jointly designate a successor escrow agent hereunder within said five (5) day period to whom the Deposit shall
be delivered. In default of such a joint designation of a successor escrow agent, Escrow Agent shall retain the Deposit as custodian thereof until otherwise directed by the Parties hereto, jointly, or until the Deposit is released in accordance with
clause (B) below, in each case, without liability or responsibility. 
 B. Anything in this Agreement to the contrary notwithstanding,
(i) Escrow Agent, on notice to the Parties hereto, may take such other steps as the Escrow Agent may elect in order to terminate its duties as Escrow Agent hereunder, including, but not limited to, the deposit of the Deposit with a court of
competent jurisdiction in the Commonwealth of Virginia and the commencement of an action of interpleaders, and (ii) in the event of litigation between any of the Parties with respect to the Deposit, Escrow Agent may deposit the Deposit with the
court in which said litigation is pending and, in any such event, Escrow Agent shall be relieved and discharged from any liability or responsibility to the Parties hereto. Escrow Agent shall not be under any obligation to take any legal action in
connection with this Agreement or its enforcement or to appear in, prosecute or defend any action or legal proceeding which, in the opinion of Escrow Agent, would or might involve Escrow Agent in any cost, expense, loss, damage or liability, unless
and as often as requested, Escrow Agent shall be furnished with security and indemnity satisfactory to Escrow Agent against all such costs, expenses (including attorney’s fees), losses, damages and liabilities. 
 7. All notices required herein shall be deemed to have been validly given, as applicable: (i) if given by telecopy, when the telecopy is transmitted
to the party’s telecopy number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next business day if not confirmed during normal business hours, (ii) if hand
delivered to a party against receipted copy, when the copy of the notice is receipted or rejected, (iii) if given by certified mail, return receipt requested, postage prepaid, two (2) business days after it is posted with the U.S. Postal
Service at the address of the party specified below or (iv) on the next delivery day after such notices are sent by recognized and reputable commercial overnight delivery service marked for next day delivery, return receipt requested or
similarly acknowledged: 
  

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	 	(i)	If addressed to Seller, to: 

 
                                        

 c/o 
 Attention: 
 Fax No.: (        )
        -         
  

	 	(ii)	If addressed to Buyer, to: 

 Apple Eight
Hospitality Ownership, Inc. 
 814 E. Main Street 
 Richmond, Virginia 23219 
 Attn: Justin Knight 
 Fax No.: (804) 344-8129 
 with a copy to: 
 Apple Eight Hospitality Ownership, Inc. 
 814 E. Main Street 
 Richmond, Virginia 23219 
 Attn: Legal Dept. 
 Fax No.: (804) 727-6349 
  

	 	(iii)	If addressed to Escrow Agent, to: 

 LandAmerica American Title Company - 1951 
 2505 N. Plano Road, Ste. 3100 
 Richardson, Texas 75082 
 Attn: Debby S. Moore 
 Fax No.: (214) 570-0210 
 or such other address or addresses as may be expressly designated by any party by notice given in accordance with the foregoing provisions and actually received by the
party to whom addressed. 
 8. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all
of which, together, shall constitute one and the same Agreement. 
 9. The covenants, conditions and agreements contained in this Agreement
shall bind and inure to the benefit of each of the Parties hereto and their respective successors and assigns. 
  

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 IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first above written.

  

			
	SELLER:
	
	  

		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	BUYER:
	
	APPLE EIGHT HOSPITALITY OWNERSHIP, INC.
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	ESCROW AGENT:
	
	LANDAMERICA AMERICAN TITLE COMPANY
		
	By:	 	  

	Name:	 	  

	Title:	 	  



  

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 EXHIBIT H 
 New Management Agreement 
 [To be agreed upon and attached on or prior to the expiration of the Review Period]

  

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 EXHIBIT I 
 Existing Loans 
  

								
	Dollar Amount	  	 Lender
	  	 Borrower(s)
	  	 Date of Loan or
 Assumption

	$	6,600,000.00	  	Column Financial, Inc.	  	 Homecourt Hospitality –
 Hilton Head 1, LLC
and
 Homecourt Hospitality –
 Hilton Head 2,
LLC
	  	original loan 3/14/06; assumed 12/5/06
				
	$	8,000,000.00	  	 Countrywide Commercial
 Real Estate Finance,
Inc.
	  	 Homecourt Hospitality –
 Winston Salem,
LLC
	  	11/10/06
				
	$	6,531,000.00	  	 Countrywide Commercial
 Real Estate Finance,
Inc.
	  	 Homecourt Hospitality –
 Greenville, LLC
and
 PHREG-Greenville, LLC
	  	1/18/07
				
	$	8,300,000.00	  	 Countrywide Commercial
 Real Estate Finance,
Inc.
	  	 Homecourt Hospitality –
 Tampa, LLC and PHREG –

 Tampa, LLC
	  	1/17/07
				
	$	17,225,000.00	  	 Countrywide Commercial
 Real Estate Finance,
Inc.
	  	 Homecourt Hospitality –
 Jacksonville, LLC
and
 PHREG-Jacksonville, LLC
	  	1/19/07
				
	$	11,850,000.00	  	 Countrywide Commercial
 Real Estate Finance,
Inc.
	  	 Homecourt Hospitality –
 Birmingham 1,
LLC;
 Homecourt Hospitality –
 Birmingham 2, LLC;

PHREG-Birmingham, LLC
	  	1/19/07
				
	$	7,050,000.00	  	 Specialty Finance Group,
 LLC, a Subsidiary of
The
 Bankers Bank
  
	  	Rylie Properties, LLC	  	9/28/07
	$	907,000.00	  	New Century Bank	  	Rylie Properties, LLC	  	11/2004

  

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