Exhibit 10.44



 Exhibit 10.44 
 PURCHASE CONTRACT 
 between 
 COUNTRY CLUB EXTENDED STAY SUITES, L.L.C. 
 RILEY EXTENDED STAY SUITES, L.L.C.

 WESTFORD INN, L.L.C. 
 WESTFORD HOTELS, LLC 
 RILEY HOTEL SUITES, L.L.C. 
 (“SELLERS”) 
 AND 
 APPLE EIGHT HOSPITALITY OWNERSHIP, INC. (“BUYER”) 
 Dated: December 27, 2007 







 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page
	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
	  	Certain Information	  	7
			
	 2.3
	  	Purchase Price	  	7
			
	 2.4
	  	Allocation	  	7
			
	 2.5
	  	Payment	  	7
			
	 2.6
	  	Earnest Money Deposit	  	8
		
	ARTICLE III REVIEW PERIOD	  	8
			
	 3.1
	  	Review Period	  	8
			
	 3.2
	  	Due Diligence Examination	  	10
			
	 3.3
	  	Restoration	  	10
			
	 3.4
	  	Seller Exhibits	  	10
		
	ARTICLE IV SURVEY AND TITLE APPROVAL	  	10
			
	 4.1
	  	Survey	  	10
			
	 4.2
	  	Title	  	11
			
	 4.3
	  	Survey or Title Objections	  	11
			
	 4.4
	  	Assumed Existing Loans	  	12
		
	ARTICLE V MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT	  	12
		
	ARTICLE VI BROKERS	  	12
		
	ARTICLE VII REPRESENTATIONS, WARRANTIES AND COVENANTS	  	13

  

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	 7.1
	  	Sellers’ Representations, Warranties and Covenants	  	13
			
	 7.2
	  	Buyer’s Representations, Warranties and Covenants	  	17
			
	 7.3
	  	Survival	  	17
		
	 ARTICLE VIII ADDITIONAL COVENANTS
	  	17
			
	 8.1
	  	Subsequent Developments	  	17
			
	 8.2
	  	Operations	  	17
			
	 8.3
	  	Third Party Consents	  	19
			
	 8.4
	  	Employees	  	19
			
	 8.5
	  	Estoppel Certificates	  	19
			
	 8.6
	  	Access to Financial Information	  	19
			
	 8.7
	  	Bulk Sales	  	20
			
	 8.8
	  	Utility Reservations	  	20
			
	 8.9
	  	Indemnification	  	20
			
	 8.10
	  	Escrow Funds of Sellers	  	23
			
	 8.11
	  	Escrow Funds of Buyer	  	23
			
	 8.12
	  	Liquor Licenses	  	24
		
	 ARTICLE IX CONDITIONS FOR CLOSING
	  	24
			
	 9.1
	  	Buyer’s Conditions for Closing	  	24
			
	 9.2
	  	Seller’s Conditions for Closing	  	25
		
	 ARTICLE X CLOSING AND CONVEYANCE
	  	26
			
	 10.1
	  	Closing	  	26
			
	 10.2
	  	Deliveries of Seller	  	26
			
	 10.3
	  	Buyer’s Deliveries	  	28
		
	 ARTICLE XI COSTS
	  	28
			
	 11.1
	  	Seller’s Costs	  	28

  

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	 11.2
	  	Buyer’s Costs	  	29
		
	 ARTICLE XII ADJUSTMENTS
	  	29
			
	 12.1
	  	Adjustments	  	29
			
	 12.2
	  	Reconciliation and Final Payment	  	31
			
	 12.3
	  	Employees	  	31
		
	 ARTICLE XIII CASUALTY AND CONDEMNATION
	  	31
			
	 13.1
	  	Risk of Loss; Notice	  	31
			
	 13.2
	  	Buyer’s Termination Right	  	31
			
	 13.3
	  	Procedure for Closing	  	32
		
	 ARTICLE XIV DEFAULT REMEDIES
	  	32
			
	 14.1
	  	Buyer Default	  	32
			
	 14.2
	  	Seller Default	  	32
			
	 14.3
	  	Attorney’s Fees	  	32
		
	 ARTICLE XV NOTICES
	  	33
		
	 ARTICLE XVI MISCELLANEOUS
	  	33
			
	 16.1
	  	Performance	  	33
			
	 16.2
	  	Binding Effect; Assignment	  	34
			
	 16.3
	  	Entire Agreement	  	34
			
	 16.4
	  	Governing Law	  	34
			
	 16.5
	  	Captions	  	34
			
	 16.6
	  	Confidentiality	  	34
			
	 16.7
	  	Closing Documents	  	34
			
	 16.8
	  	Counterparts	  	34
			
	 16.9
	  	Severability	  	34
			
	 16.10
	  	Interpretation	  	35

  

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	 16.11
	  	(Intentionally Omitted)	  	35
			
	 16.12
	  	Further Acts	  	35
			
	 16.13
	  	Joint and Several Obligations	  	35

 SCHEDULES: 
 EXHIBITS: 
  

			
	Exhibit A	  	Information re Hotels
	Exhibits A1-A5	  	Legal Descriptions
	Exhibit B	  	List of FF&E
	Exhibit C1-C2	  	List of Hotel Contracts
	Exhibit D	  	Consents and Approvals
	Exhibit E	  	Environmental Reports and Disclosures
	Exhibit F	  	Claims or Litigation Pending
	Exhibit G	  	Escrow Agreement
	Exhibit H	  	New Management Agreement
	Exhibit I	  	Assumed Existing Loans

  

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 PURCHASE CONTRACT 
 This PURCHASE CONTRACT (this “Contract”) is made and entered into as of December 27,
2007, by and between COUNTRY CLUB EXTENDED STAY SUITES, L.L.C., a Missouri limited liability company, RILEY EXTENDED STAY SUITES, L.L.C., a Kansas limited liability company, WESTFORD INN, L.L.C., a Delaware limited liability company, WESTFORD
HOTELS, LLC, a Massachusetts limited liability company, and RILEY HOTEL SUITES, L.L.C., a Kansas limited liability company (individually, a “Seller”, and collectively, the “Sellers”), with a principal
office at c/o True North Hotel Group, Inc. (“TNHG”), 500 Commerce Plaza I, 7300 West 110th Street, Suite 990, Overland Park, Kansas 66210,
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”). 
 RECITALS 
 A. Sellers are the fee
simple owners of those certain five (5) hotel properties (each, a “Hotel”, and collectively, the “Hotels”) identified on Exhibit A attached hereto and incorporated herein 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 $1,000,000. 
 “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. 
 “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. 
 “Assumed Existing Loans” shall have meaning set forth in
Section 4.4 
 “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. 
 “Buyer’s Post-Closing Agreement” shall have the meaning set forth in Section 8.11.

 “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, that “Deposits” shall exclude (i) reserves for real property taxes and insurance, in
each case, to the extent pro rated on the settlement statement such that Buyer receives a credit for (a) taxes and premiums in respect of any period prior to Closing and (b) the amount of deductibles and other self-insurance and all other
accrued liabilities and claims in respect of any period prior to Closing, (ii) utility deposits, and (iii) all reserves for replacement of FF&E and for capital repairs or improvements (other than those with respect to the Assumed
Existing Loans). 
 “Due Diligence Examination” shall have the meaning set forth in Section 3.2. 
 “Earnest Money Deposit” shall have the meaning set forth in Section 2.6(a). 
 “Environmental Requirements” shall have the meaning set forth in Section 7.1(f) 
 “Escrow Agent” shall have the meaning set forth in Section 2.6(a). 
 “Escrow Agreement” shall have the meaning set forth in Section 2.6(b). 
 “Exception Documents” shall have the meaning set forth in Section 4.2. 
  

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 “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. A current list of FF&E is attached hereto as Exhibit B. 
 “FF&E Leases” shall mean all leases of any FF&E and other contracts permitting the use of any FF&E at the Improvements that are assumed by Buyer. 
 “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 are held by a Lender in connection with any of the Assumed Existing Loans. 
 “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 8.9(c)(i). 
 “Indemnifying Party” shall have the meaning set forth in Section 8.9(c)(i). 
  

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 “Initial Deposit” shall have the meaning set forth in Section 2.6(a). 

“Land” shall mean, collectively, a fee simple interest in the real property more fully described in Exhibits A-1 through A-5,
which are attached hereto and incorporated herein by reference, together with all rights (including without limitation all air rights and development rights) and Appurtenances 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. 
 “Lender” shall mean, for each Assumed Existing Loan, the lender and/or servicer for such Assumed Existing Loan. 
 “Legal Action” shall have the meaning set forth in Section 8.9(c)(ii). 
 “Licenses” shall mean, with respect to each Hotel, 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 8.12. 
 “Manager” shall mean
True North Hotel Group, Inc. or its Affiliate. 
 “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 Manager for the
operation and management of such Hotel on and after the Closing Date. 
 “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 Franchisor, if any. 
  

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 “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, but excluding any items specifically excluded in this Contract.

 “Purchase Price” shall have the meaning set forth in Section 2.3. 
 “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 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. 
 “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). 
  

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 “Service Contracts” shall mean contracts or agreements, such as maintenance, supply,
service or utility contracts. 
 “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 (all of which shall be
2-par level for all suites or rooms in the Hotel), guest cleaning, paper and other supplies, upholstery material, carpets, rugs, furniture, engineers’ supplies, paint and painters’ supplies, employee uniforms, and all cleaning and
maintenance supplies, including those used in connection with the swimming pools, indoor and/or outdoor sports facilities, health clubs, spas, fitness centers, restaurants, business centers, meeting rooms and other common areas and recreational
areas. 
 “Surveys” shall have the meaning set forth in Section 4.1. 
 “Third Party Consents” shall have the meaning set forth in Section 8.3. 
 “Title Commitment” shall have the meaning set forth in Section 4.2. 
 “Title Company” shall have the meaning set forth in Section 4.2. 
 “Title Policy” shall have the meaning set forth in Section 4.2. 
 “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, 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). 
 “Utility
Reservations” shall mean each Seller’s interest in the right of each such Seller 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 such Seller’s 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. 
 “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. 
  

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 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
(other than with respect to the Assumed Existing Loans), licenses, franchises (other than any hotel franchises assumed by Buyer), concession agreements, security interests, prior assignments or conveyances, conditions, restrictions, rights-of-way,
easements, encroachments, claims and other matters affecting title or possession, except for the Permitted Exceptions and those FF&E Leases which Buyer elects in its sole discretion to assume. 
 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 Contract, 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 Seventy-Two Million One Hundred Fifty Thousand and No/100 Dollars ($72,150,000.00) (the
“Purchase Price”). 
 2.4 Allocation. Buyer and Sellers shall use good faith efforts to agree, prior to the
expiration of the Review Period, on an allocation of the Allocated Purchase Price among Real Property, tangible Personal Property and intangible property related to the Property. In the event Buyer and Sellers do not agree, each party shall be free
to allocate the Allocated Purchase Price to such items as they deem appropriate, subject to and in accordance with applicable laws. 
 2.5
Payment. The portion of the Purchase Price which is applicable to each Hotel, less: (a) the Earnest Money Deposit and interest earned thereon, if any, which Buyer elects to have applied against the Purchase Price (as provided below),
(b) Seller’s Escrow Funds applicable to each Hotel and (c) the then-current outstanding principal balance of any of the Assumed Existing Loans, shall be paid to the appropriate Seller in cash, certified funds or wire transfer (as
directed by each Seller), at the Closing of the Property. At the Closing, the Earnest Money Deposit applicable to a Hotel, together with interest earned thereon, if any, shall, at Buyer’s election, be returned to Buyer or shall be paid over to
the appropriate Seller by Escrow Agent to be applied to the portion of the Purchase Price applicable to such Hotel on behalf of Buyer, and Seller’s Escrow Funds shall be deposited into an escrow account pursuant to the Seller’s
Post-Closing Agreement as contemplated by Section 8.10. If, pursuant to the terms of 

  

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this Contract, any one of the Hotels is not acquired at Closing, the Purchase Price shall be reduced by the Allocated Purchase Price (as set forth on
Exhibit A hereof) for such Hotel not acquired at Closing. 
 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
and No/100 Dollars ($1,000,000.00) 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” and shall be allocated to the Sellers as provided on Exhibit A hereof. 
 (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 with respect to each Hotel by the appropriate Seller, Buyer and Escrow Agent (the “Escrow
Agreement”) substantially in the Form attached hereto as Exhibit G. The Earnest Money Deposit shall be held in an interest-bearing account in a federally insured bank or savings institution reasonably acceptable to Sellers 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 date of this Contract, unless a longer period of time is otherwise provided
for in this Contract and except as otherwise agreed to by Buyer and Seller (the “Review Period”), to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit
status, franchise status, financial and other documents and information related to the Property. If the Review Period is not scheduled to expire on a Business Day, it will be extended until the next succeeding Business Day following such scheduled
expiration. Within five (5) Business Days following the date of this Contract, 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, 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; 
  

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 (b) Income and expense statements and budgets for the Hotel, for the current year to date
and each of the three (3) prior fiscal years (the “Financial Statements”), and Seller shall provide to Buyer copies of all income and expense statements generated by Sellers or any third party that relate to the
operations of the Hotel and that contain information not included in the financial statements, if any, provided to Buyer by the Manager, provided that 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 [to the extent 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 shall thereupon be and become the property of Buyer
without payment of any additional consideration therefor to the extent that same are transferable without the consent of a third party; 
 (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; 
 (f) All notices received from governmental authorities in
connection with the Hotel and all other notices received from governmental authorities received at any time that relate to any noncompliance or violation of law that has not been corrected; and 
 (g) All documents related to the Assumed Existing Loans and contact information for the servicers of the Assumed 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 (or Manager’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 

  

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specifications for development of such Hotel. At any time during the Review Period, Buyer may, in its sole and absolute discretion, elect not to proceed with
the purchase of the Property for any reason whatsoever by giving written notice thereof to Seller, in which event: (i) the Earnest Money Deposit shall be promptly returned by Escrow Agent to Buyer together with all accrued interest, if any,
(ii) this Contract shall be terminated automatically, (iii) all materials supplied by Seller to Buyer shall be returned promptly to Seller, and (iv) both parties will be relieved of all other rights, obligations and liabilities
hereunder, except for the parties’ obligations pursuant to Sections 3.3 and 16.6 below. 
 3.2 Due Diligence Examination. At any
time during the Review Period, and thereafter through Closing of the 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, at Buyer’s expense, such surveys, appraisals, engineering tests, soil tests (including, without limitation, Phase I and Phase II environmental site
assessments), inspections of construction and other inspections and other studies as Buyer deems reasonable and necessary or appropriate to evaluate the Property, subject to providing reasonable advance notice to 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. 
 3.3 Restoration. 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, contractors or employees, to substantially the
condition such portion(s) of the affected Property were in immediately prior to such examinations or studies. 
 3.4 Seller Exhibits.
Buyer shall have until the end of the Review Period to review and approve in writing 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 in writing prior to the end
of the Review Period, Buyer shall be entitled to terminate this Contract by notice to Sellers given within three (3) Business Days after the expiration of the Review Period and, if such termination notice is given as aforesaid, 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. 
 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 (if any)
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 

  

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desired by Buyer, then Buyer shall be responsible for all costs related thereto, and any such updated Surveys will be obtained by Buyer prior to the
expiration of the Review Period. 
 4.2 Title. Each Seller has delivered to Buyer such Seller’s existing title insurance policy,
including (to the extent the same are in Seller’s possession or control) 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 (at
Buyer’s expense and during the Review Period) 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 (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 (at Buyer’s expense) 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 prior to the expiration of the Review Period. If Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment, it shall be conclusively assumed that
Buyer has approved same. If Buyer disapproves any condition of title or survey by written objection to the Seller of the applicable Hotel on or before the expiration of the Review Period, the Seller of such Hotel shall elect either to attempt to
cure or not cure any such item by written notice sent to Buyer within five (5) days after its receipt of notice from Buyer, and if such 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 such 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 which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the expiration of the 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 

  

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(other than the Assumed 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 either be paid in full by Seller and released at Closing or bonded against by appropriate statutory bond acceptable to Buyer, to the extent permitted by applicable
law. 
 4.4 Assumed Existing Loans. Each Seller represents and warrants that the Assumed Existing Loans with respect to its Property
are the only loans secured by such Property which will remain in effect on and after the Closing Date and that the information contained on Exhibit I is true, correct and complete. At Closing, Buyer shall assume the Assumed Existing Loans
encumbering the Residence Inn Overland Park, the Residence Inn Country Club Plaza Kansas City and the Residence Inn Westford (the “Assumed Existing Loans”). In all other cases, Seller shall pay-off or defease any remaining
loans at the Closing. Seller shall cooperate with Buyer (without incurring any expense other than with respect to any legal fees which may be incurred by Seller for Seller’s attorneys) in Buyer’s efforts related to the assumption of the
Assumed Existing Loans. 
 ARTICLE V 
 MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT 
 At or prior to the Closing, Sellers shall terminate
the Existing Management Agreements 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 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. Buyer shall be responsible for paying all of
Franchisor’s costs related to the termination of the Existing Franchise Agreements. Sellers shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreements, and Sellers and
Buyer shall diligently pursue obtaining each of the same. As a condition to Buyer’s and Seller’s obligation to close under this Contract, Buyer and Manager shall agree, on or before the expiration of the Review Period, on the form and
substance of the New Management Agreements. The New Management Agreement will be substantially in Buyer’s standard form, a copy of which is attached hereto as Exhibit “H”. 
 ARTICLE VI 
 BROKERS 
 Seller and Buyer each represents and warrants to the other that it has not engaged any broker, finder or other party in connection with the transaction
contemplated by this Contract. However, Sellers hereby acknowledge and disclose to Buyer that TNHG may be entitled to a brokerage fee from the Seller of each Hotel located in Missouri and Kansas, and a consulting fee from the Seller of each Hotel
located in Massachusetts upon the completion of the Closing of each such sale pursuant to separate agreements between Sellers and TNHG. 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. 
  

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 ARTICLE VII 
 REPRESENTATIONS, WARRANTIES AND COVENANTS 
 7.1 Sellers’ Representations, Warranties and
Covenants. Each Seller (as to itself and its Property) 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 its organization. Seller and has obtained all necessary consents to enter into and perform this
Contract and is fully authorized to enter into and perform this Contract and to complete the transactions contemplated by this Contract. No consent or approval of any person, entity or governmental authority is required for the execution, delivery
or performance by Seller of this Contract, except as set forth in Exhibit D, and this Contract is hereby binding and enforceable against Seller. Neither the execution nor the performance of, or compliance with, this Contract by Seller has
resulted, or will result, in any violation of, or default under, or acceleration of, any obligation under any existing corporate charter, certificate of incorporation, bylaw, articles of organization, limited liability company agreement or
regulations, partnership agreement or other organizational documents and under any, mortgage indenture, lien agreement, promissory note, contract, or permit, or any judgment, decree, order, restrictive covenant, statute, rule or regulation,
applicable to Seller or to the applicable Hotel owned by Seller. 
 (b) FIRPTA. Seller is not a foreign corporation,
foreign partnership, foreign trust or foreign estate (as those items are defined in the Internal Revenue Code and Income Tax Regulations). 
 (c) Bankruptcy. Neither Seller nor, to Seller’s knowledge, any of its 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 other FF&E Leases, Service Contracts and Leases used in or otherwise relating to the operation and business of the Hotel is attached hereto as Exhibit C-2. The assets constituting the
Property to be conveyed to Buyer hereunder constitute all of the property and assets of Seller used in connection with the operation and business of the Hotel, except those specifically excluded in this Contract. There are no leases, license
agreements, leasing agent’s agreements, equipment leases, building service agreements, maintenance contracts, suppliers contracts, warranty contracts, operating agreements, or other agreements (i) to which Seller is a party or an assignee,
or (ii) to Seller’s knowledge, binding upon the Hotel, relating to the ownership, occupancy, operation, 

  

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management or maintenance of the Real Property, FF&E, Supplies or Tradenames, except for those Service Contracts, Leases, Warranties and FF&E Leases
disclosed on Exhibit C or to be delivered to Buyer pursuant to Section 3.1. The Service Contracts, Leases, Warranties and FF&E Leases disclosed on Exhibit C or to be delivered to Buyer pursuant to Section 3.1 are in full
force and effect, and, to Seller’s knowledge, no default has occurred and is continuing thereunder and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default. No party has any right
or option to acquire the Hotel or any portion thereof, other than Buyer. 
 (e) Pending Claims. There are no:
(i) claims, demands, litigation, proceedings or governmental investigations pending or, to Seller’s knowledge, threatened against Seller, the Manager or any Affiliate of Seller (collectively, “Seller Parties”) or
related to the business or assets of the Hotel, except as set forth on Exhibit F attached hereto and incorporated herein by reference, (ii) special assessments or extraordinary taxes except as set forth in the Title Commitment or
(iii) pending or, 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 Seller’s knowledge, threatened litigation claims, charges, complaints, petitions or unsatisfied orders by or before any
administrative agency or court which affect the Hotel or might become a lien on the Hotel (collectively, the “Pending Claims”). 
 (f) Environmental. To the actual knowledge of Manager, with respect to environmental matters, (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to or from the Real
Property, except as disclosed in the reports, documents and disclosures set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or
other handling of Hazardous Materials or machinery containing Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable
Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion
thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending (v) 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 Manager or their respective Affiliates, consultants, contractors or agents. In addition, Manager has no
actual knowledge (no independent testing or investigation having been performed by or at the request of Manager or Sellers) of any 

  

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mold, fungal or other microbial growth in or on the Real Property other than as disclosed on Exhibit E hereof. 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. Manager is signing this Contract for the purpose of being bound by the representations and warranties in this Subparagraph (f) and in Subparagraph (l), below. 
 (g) Title. Seller has fee simple title to the Real Property and Seller is the owner of the Personal Property. 
 (h) Utilities. With respect to each Hotel, all appropriate utilities, including sanitary and storm sewers, water, gas, telephone,
cable and electricity, are, to Seller’s knowledge, currently sufficient and available to service the Hotel and all installation, connection or “tap-on”, usage and similar fees have been paid. 
 (i) Licenses, Permits and Approvals. Seller has not received any written notice, and Seller has no knowledge that the Property
fails to comply with all applicable licenses, permits and approvals and federal, state or local statutes, laws, ordinances, rules, regulations, requirements and codes including, without limitation, those regarding zoning, land use, building, fire,
health, safety, environmental, subdivision, water quality, sanitation controls and the Americans with Disabilities Act, and similar rules and regulations relating and/or applicable to the ownership, use and operation of the Property as it is now
operated. To the best of its knowledge, Seller (or Manager on Seller’s behalf) 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 in full force and effect as of the Closing. 
 (j) Financial
Statements. Seller has delivered copies for the three (3) years prior and the current year to date, of all (i) Financial Statements for the Hotel, (ii) operating statements prepared by the Manager for the Hotel, and
(iii) monthly financial 

  

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statements prepared by the Manager for the Hotel. Each of such statements is, to Seller’s knowledge, complete and accurate in all material respects and,
except in the case of budgets prepared in advance of the applicable operating period to which such budgets relate, fairly presents the results of operations of the Hotel for the respective periods represented thereby. Seller has relied upon the
Financial Statements in connection with its ownership and operation of the Hotel, and there are no other independent audits or financial statements prepared by third parties relating to the operation of the Hotel other than the Financial Statements
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 organizing attempts, strikes, organized work stoppages or slow downs, or any other labor
disputes pending or threatened with respect to any of the employees at the Hotel, or (iii) collective bargaining or other labor agreements to which Seller or the Hotel is bound with respect to any employees employed at the Hotel. 
 (l) Operations. To the best of Manager’s knowledge, Manager has operated each Hotel substantially in accordance with
applicable laws, rules, regulations, ordinances and codes. 
 (m) Existing Management and Franchise Agreements. Seller
has 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. The Improvements comply in all material respects 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. No default has occurred and is continuing under the
Existing Management Agreement or the Existing Franchise Agreement, and, to Seller’s knowledge, no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default. 
 (n) Construction of Hotel. 
 (i) The Hotel has been constructed in a good and workmanlike manner and in all material respects substantially in accordance 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. 
  

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 (ii) The Personal Property is in good condition and operating order, normal wear and tear
expected. 
 7.2 Buyer’s Representations, Warranties and Covenants. Buyer represents, warrants and covenants: 
 (a) Authority. Buyer is a corporation duly formed, validly existing and in good standing in the Commonwealth of Virginia. Buyer has
received or will have received by the applicable Closing Date all necessary authorization of the Board of Directors of Buyer to complete the transactions contemplated by this Contract. No other consent or approval of any person, entity or
governmental authority is required for the execution, delivery or performance by Buyer of this Contract, and this Contract is hereby binding and enforceable against Buyer. 
 (b) Bankruptcy. Buyer is not insolvent nor the subject of any bankruptcy proceeding, receivership proceeding or other insolvency,
dissolution, reorganization or similar proceeding. 
 7.3 Survival. All of the representations and warranties are true, correct and
complete in all material respects as of the date hereof and the statements set forth therein (without qualification or limitation as to a party’s knowledge thereof except as expressly provided for in this Article VII) shall be true, correct and
complete in all material respects as of the Closing Date. All of the representations and warranties made herein shall survive Closing for a period of one (1) year and shall not be deemed to merge into or be waived by any Seller’s Deed or
any other closing documents. 
 ARTICLE VIII 
 ADDITIONAL COVENANTS 
 8.1 Subsequent Developments. After the date of this Contract and until
the Closing Date, Sellers and Buyer shall each use best efforts to keep the other fully informed of all subsequent developments of which Sellers or Buyer, as applicable, have knowledge (“Subsequent Developments”) which would
cause any of the 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 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 

  

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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 and damage by casualty excepted; and not commit waste of any portion of the Hotel; 
 (d) Maintain the levels and quality of the Personal Property generally at the levels and quality existing on the date hereof and keep
merchandise, supplies and inventory adequately stocked, consistent with good business practice, as if the sale of the Hotel hereunder were not to occur, including, without limitation, maintaining linens and bath towels at least at a 2-par level for
all suites or rooms of the Hotel; 
 (e) Advise Buyer promptly of any litigation, arbitration, or administrative hearing
before any court or governmental agency concerning or affecting the Hotel which is instituted or threatened after the date of this Contract or if any representation or warranty contained in this Contract shall become false; 
 (f) Not take, or purposefully omit to take, any action that would have the effect of violating any of the representations, warranties,
covenants or agreements of Seller contained in this Contract; 
 (g) Pay or cause to be paid all taxes, assessments and other
impositions levied or assessed on the Hotel or any part thereof prior to the delinquency date, and comply in all material respects 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 
  

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 (i) Not allow any permit, receipt, license, franchise or right currently in existence
with respect to the operation, use, occupancy or maintenance of the Hotel to expire, be canceled or otherwise terminated, except in the ordinary course of business. 
 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, conditioned or delayed, enter into any new FF&E
Leases, Service Contracts, Leases or other contracts or agreements related to the Hotel, or extend any such existing 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, Sellers shall, at their
expense, (i) obtain any and all third party consents and approvals (x) required in order 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 and (ii) use best efforts to obtain all other third party consents and approvals (all of such consents and approvals in (i) and (ii) above being referred to
collectively as, the “Third Party Consents”). 
 8.4 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 Hotel staff and the Manager’s staff, including without limitation 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 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 and will not engage in communications in a manner that materially adversely affects
the operation of any Property or the Existing Management Agreements. 
 8.5 Estoppel Certificates. Sellers shall use reasonable
efforts to 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 (as to factual matters only) 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 

  

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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. Each Seller shall also provide to Buyer’s representative a signed representation letter in form reasonably acceptable
to such Seller and 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
this Section. The provisions of this Section shall survive Closing or termination of this Contract. 
 8.7 Bulk Sales. At each
Seller’s risk and expense, Seller shall take all steps necessary to comply with the requirements of a transferor under all bulk transfer laws, if any, that are applicable to the transactions contemplated by this Contract, including, without
limitation, the payment of any and all bulk sales taxes to the taxing authority entitled thereto. 
 8.8 Utility Reservations. Each
Seller will cause Manager to assist Buyer in connection with the preparation of any requests or documentation necessary to transfer the Utility Reservations with respect to its Hotel to Buyer, at Buyer’s sole cost and expense, in connection
with the Closing for each Hotel. 
 8.9 Indemnification. If the transactions contemplated by this Contract are consummated as provided
herein: 
 (a) Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or
agreements herein contained or the rights or remedies available to Buyer for a breach hereof, each Seller (with respect solely to the Hotel owned by it) hereby agrees to indemnify, defend and hold harmless Buyer and its respective successors and
assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute
or contingent, joint or several, arising out of or relating to: 
 (i) any claim made or asserted against Buyer or any of the
Property by a creditor of Seller, including any claims based on or alleging a violation of any bulk sales act or other similar laws; 
 (ii) the material breach of any representation, warranty, covenant or agreement of Seller contained in this Contract; 
 (iii) any liability or obligation of Seller not expressly assumed by Buyer pursuant to this Contract; 
 (iv) any
claim made or asserted by an employee of Seller arising out of such Seller’s decision to sell its Property; and 
  

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 (v) the conduct and operation by or on behalf of Seller of its Hotel or the ownership,
use or operation of its Property prior to Closing. 
 (b) Indemnification of Seller. Without in any way limiting or
diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Sellers for a breach hereof, Buyer hereby agrees, with respect to this Contract, to indemnify, defend and hold harmless each Seller
(and its respective members) 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 material breach of any
representation, warranty, covenant or agreement of Buyer contained in this Contract; 
 (ii) the conduct by Buyer, its
employees, agents or contractors of any inspection or other activities at the Hotels prior to the Closing; 
 (iii) the
conduct and operation by Buyer of its business at the Hotels after the Closing; and 
 (iv) 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 8.9, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known; provided, however, that no delay on the part of the Indemnified Party in giving notice shall relieve the Indemnifying Party
of any obligation to indemnify unless (and then solely to the extent that) the Indemnifying Party is prejudiced by such delay. 
 (ii) If in any action, suit or proceeding (a “Legal Action”) the relief sought is solely the payment of money damages, and if the Indemnifying Party specifically agrees in writing to indemnify such Indemnified Party
with respect thereto and demonstrates to the reasonable satisfaction of such Indemnified Party its financial ability to do so, the Indemnifying Party shall have the right, commencing thirty (30) days after such notice, at its option, to elect
to settle, compromise or defend, pursuant to this paragraph, by its own counsel and at its own expense, any such Legal Action involving such Indemnified Party’s 

  

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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 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 only if the final, non-appealable decision rendered in any such Legal Action is in favor of the Indemnified Party and not the third party who commences the Legal Action. 
 (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, accountants and other representatives, all books and records of the Indemnifying Party relating to
such Legal Action and (z) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of such Legal Action. 
 (v) In any Legal Action initiated by a third party and defended by the Indemnifying Party, the Indemnifying Party shall not make
settlement of any claim without the written consent of the Indemnified Party, which consent 

  

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shall not be unreasonably withheld, conditioned or delayed. 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 Seller or Buyer or its respective assets, employees, Affiliates or business, or relief which Seller or Buyer reasonably believes could establish a custom or precedent
which will be adverse to the best interests of its continuing business. 
 8.10 Escrow Funds of Sellers. To provide for the timely
payment of any post-closing claims by Buyer against the applicable Seller hereunder, at Closing, the Sellers shall collectively deposit an amount equal to One Million and No/100 Dollars ($1,000,000.00) (for all of the Hotels,
“Seller’s Escrow Funds”) to be allocated among the Sellers as hereinafter provided and withheld from the Purchase Price payable to a Seller and shall be deposited for a period of one (1) year in an escrow account
with the Title Company pursuant to escrow agreements reasonably satisfactory in form and substance to Buyer and Sellers (each a “Seller’s Post-Closing Agreement”), which escrow and Seller’s 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 Seller of a particular Hotel, or all such claims have been satisfied, within such
one-year period, Seller’s Escrow Funds deposited by the Seller of such Hotel shall be released to such Seller. Seller’s Escrow Funds withheld from each Seller shall be equal to the sum of $1,000,000.00 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. In the event that Buyer makes a claim subsequent to the Closing against a Seller as a result of
any breach by such Seller in connection with this Contract, any recovery in connection with the Buyer’s claims against such Seller, including legal fees and expenses, shall be limited to Two Million and No/100 Dollars ($2,000,000.00). Buyer
shall have no further recourse against such Seller in connection with any breach under this Contract. In addition, there shall be no recourse against such Seller under this Contract unless such Seller is notified of the matter claimed by the Buyer
to have been breached by such Seller within one (1) year from the date of the Closing under this Contract. 
 8.11 Escrow Funds of
Buyer. To provide for the timely payment of any post-closing claims by Sellers against Buyer at Closing, Buyer shall deposit an amount equal to One Hundred Thousand and No/100 Dollars ($100,000.00) with respect to all of the Hotels (the
“Buyer’s Escrow Funds”) which amount shall be deposited for a period of one (1) year in an escrow account with the Title Company pursuant to an escrow agreement reasonably satisfactory in form and substance to Buyer
and each Seller (the “Buyer’s Post-Closing Agreement”), which escrow and Buyer’s Post-Closing Agreement shall be established and entered into at Closing and shall be a condition to Sellers’ obligations under
this Contract. If no claims have been asserted by Sellers against Buyer, or all such claims have been satisfied, within such one-year period, Buyer’s Escrow Funds deposited by Buyer shall be released to Buyer. 
 In the event that one or more Sellers makes a claim subsequent to the Closing against the Buyer as a result of any breach by the Buyer in connection with
this Contract, any aggregate recovery in connection with such Sellers’ claims against the Buyer, including legal fees and expenses, shall be limited to the sum of Two Hundred Thousand Dollars ($200,000.00) which shall include Buyer’s
Escrow Funds. Sellers shall have no further recourse against the Buyer in connection with any breach under this Contract. There shall be no recourse against the Buyer 

  

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under this Contract unless the Buyer is notified of the matter claimed by such Seller to have been breached by the Buyer within one (1) year from the
date of the Closing under this Contract. 
 8.12 Liquor Licenses. The Manager or an Affiliate thereof approved by 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. If permitted under the laws of the jurisdiction in which the Hotel is located, to the extent practicable,
Sellers shall cause Manager to, at Buyer’s expense, 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. 
 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 with respect to any of the Hotels, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract with respect to any of the Hotels, are and shall be expressly subject to strict
compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in
this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract with respect to any of the Hotels, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to declare this
Contract terminated with respect to any such Hotel, in which case the Earnest Money Deposit with respect to such Hotel, 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 the representations
and warranties of the Seller of such Hotel 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 such 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. 
  

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 (e) Third Party Consents in form and substance satisfactory to Buyer shall have been
obtained and furnished to Buyer. 
 (f) Buyer’s Escrow Funds shall have been deposited in the escrow account pursuant to
the Buyer’s Post-Closing Agreement and the parties thereto shall have entered into the Buyer’s Post-Closing Agreement. 
 (g) The Existing Management Agreements and the Existing Franchise Agreements shall have been terminated. 
 (h) Buyer
and the Manager shall have executed and delivered the New Management Agreements 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 loans (other than an Assumed Existing Loan) for any such Hotel 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 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; and 
 (d) Buyer shall have deposited all of Buyer’s Escrow Funds in the escrow accounts pursuant to the Buyer’s Post-Closing Agreement and the parties shall have entered into the Buyer’s Post-Closing Agreement. 
  

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 ARTICLE X 
 CLOSING AND CONVEYANCE 
 10.1 Closing. Unless otherwise agreed by Buyer and Sellers, the
Closing on the Property shall occur on a date selected by Buyer that is not later than fifteen (15) business days after expiration of the Review Period, provided that all conditions to Closing by Buyer hereunder have been satisfied.
Specifically, but not as a limitation, the Closing on a particular Property may be extended beyond the 15-business day period (but not beyond an additional one hundred eighty (180) days without the written consent of Buyer and the applicable
Seller) until such time as any loan encumbering such Property is permitted by the applicable lender or servicer to be pre-paid, assumed or defeased, as applicable. Buyer will provide the appropriate Seller at least two (2) days prior written
notice of the Closing Date selected by Buyer. The date on which the Closing is to occur as provided in this Section 10.1, or such other date as may be agreed upon by Buyer and Seller, is referred to in this Contract as the “Closing
Date” for a particular Property. The Closing for such Property shall be held at 10:00 a.m. at the offices of the Title Company, or as otherwise determined by Buyer and such Seller. 
 10.2 Deliveries of Seller. At Closing, 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. A
Limited Warranty Bill of Sale to Buyer and/or its designated Lessee, conveying title to the tangible Personal Property (other than the alcoholic beverage inventories, which, at Buyer’s election, shall be transferred by Seller to the Manager as
holder of the Liquor Licenses required for operation of the Hotel). 
 (c) Existing Management and Franchise
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. 
 (e) FIRPTA; 1099. A FIRPTA Affidavit or Transferor’s Certificate of Non-Foreign Status as required
by Section 1445 of the Internal Revenue Code and an IRS Form 1099. 
 (f) Title Company Documents. All affidavits,
gap indemnity agreements and other documents reasonably required by the Title Company. At Buyer’s sole expense, Buyer shall have obtained an irrevocable commitment directly from the 

  

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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 the appropriate Seller to Buyer of any motor vehicles used in connection with the Hotel’s operations. 
 (i) Authority Documents. Certified copy of resolutions of the Board of Directors or other managing body 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) Seller’s
Post-Closing Agreements. The Seller’s Post-Closing Agreements and all Seller’s Escrow Funds deposited by each Seller pursuant to the terms thereof. 
  

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 10.3 Buyer’s Deliveries. At Closing of each Hotel, Buyer shall deliver the following as to
each such Hotel: 
 (a) Purchase Price. The balance of the Purchase Price, adjusted for the adjustments provided for in
Section 12.1, below, and less any sums to be deducted therefrom as provided in Section 2.4. 
 (b) Authority
Documents. Certified copy of resolutions of the Board of Directors of Buyer authorizing the purchase of the Hotel contemplated by this Contract, and/or other evidence satisfactory to Seller and the Title Company that the person or persons
executing the closing documents on behalf of Buyer have full right, power and authority to do so. 
 (c) Miscellaneous.
Such other instruments as are contemplated by this Contract to be executed or delivered by Buyer, reasonably required by Seller or the Title Company, or customarily executed in the jurisdiction in which the Hotel is located, to effectuate the
conveyance of property similar to the Hotel, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotel and Seller will no longer have any rights, titles, or
interests in and to the Hotel. 
 (d) Closing Statements. Buyer’s Closing Statement, and a certificate confirming
the truth of Buyer’s representations and warranties hereunder as of the Closing Date. 
 (e) Buyer’s Post-Closing
Agreement. The Buyer’s Post-Closing Agreement and all Buyer’s Escrow Funds deposited by Buyer pursuant to the terms thereof. 
 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. Each Seller shall be responsible for all costs related to the termination of the Existing Management Agreements with respect to its Hotel as provided in Article V.
Each Seller shall also be responsible for all costs and expenses of such Seller’s attorneys, accountants and other consultants and professionals utilized by such Seller in connection with the consummation of the sale of the Property pursuant to
this Contract. Each Seller shall also be responsible for payment of all prepayment penalties and other amounts payable in connection with the pay-off or defeasance of any existing loan to such Seller. 
  

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 11.2 Buyer’s Costs. In connection with the purchase of the Property contemplated under this
Contract, Buyer shall be responsible for the costs and expenses of its attorneys, accountants and other professionals, consultants and representatives. Buyer shall also be responsible for the costs and expenses in connection with the preparation of
any environmental report, any update to the survey and the costs and expenses of preparation of the title insurance commitment and the issuance of the title insurance policy contemplated by Article IV and the per page recording charges for the Deed
(if applicable). Buyer shall also be responsible for payment of all Lender costs (including, without limitation, any loan assumption fees, legal fees and the like) in connection with the Assumed Existing Loans; provided, however, Seller shall be
responsible for its own attorneys’ fees in connection with the Assumed Existing Loans. Buyer shall also be responsible for any fees for the request for and the preparation of the PIP review and report by the Franchisor with respect to each
Hotel, the costs, after Closing, for performance of the PIP imposed by the Franchisor, as well as any other costs or expenses relating to the issuance of a New Franchise Agreement as to each Hotel (including, but not limited to costs relating to the
life safety inspection). The foregoing requirements relating to the PIP and the issuance of a New Franchise Agreement will survive the Closing. 
 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 installments of special
assessments (special or otherwise) of any nature upon the Property levied, assessed or pending for the calendar year in which the Closing occurs (including the period prior to Closing, regardless of when due and payable) shall be prorated as of the
Cutoff Time and, if no tax bills or assessment statements for such calendar year are available, such amounts shall be estimated on the basis of the best available information for such taxes and assessments that will be due and payable on the Hotel
for the calendar year in which Closing occurs. 
 (b) Utilities. All suppliers of utilities shall be instructed to read
meters or otherwise determine the charges owing as of the Closing Date for services prior thereto, which charges shall be allocated to Seller. Charges accruing after Closing shall be allocated to Buyer. If elected by Seller, Seller shall be given
credit, and Buyer shall be charged, for any utility deposits transferred to and received by Buyer at Closing. 
  

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 (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. The FF&E Replacement Reserve amount held by the Lenders under the Assumed Existing Loans shall be assigned by
Seller to Buyer at Closing. All other working capital accounts, reserve accounts and escrow accounts shall remain the property of Seller, and are excluded from the sale. 
 (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, shall be applied as expressly provided in such remittance, or if not specified then
to the Seller’s outstanding invoices to such account debtors in chronological order beginning with the oldest invoices, and thereafter, to Buyer’s account. 
 (i) Accounts Payable. To the extent not apportioned at Closing, any indebtedness, accounts payable, liabilities or obligations of
any kind or nature related to Seller or the Property for the periods prior to 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 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. 
  

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 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 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 as
to such Hotel, 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 

  

 31 








 
Deposit, and any interest thereon, shall be delivered to Buyer and thereafter, except as expressly set forth herein, neither party shall have any further
obligation or liability to the other under this Contract as to such Hotel. 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. 
 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 and
without any reduction in the Purchase Price. 
 ARTICLE XIV 
 DEFAULT REMEDIES 
 14.1 Buyer Default. If Buyer defaults under this
Contract with respect to any Hotel after the Review Period, and such default continues for thirty (30) days following written notice from the applicable Seller (provided no notice shall extend the time for Closing), then at such Sellers’
election by written notice to Buyer, this Contract shall be terminated and of no effect as to such Hotel, in which event the Earnest Money Deposit as to such Hotel, including any interest thereon, shall be paid to and retained by such Seller as such
Seller’s sole and exclusive remedy hereunder, and as liquidated damages for Buyer’s default or failure to close, and both Buyer and such Seller shall thereupon be released from all obligations hereunder. 
 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 as to such Seller by written notice to such Seller delivered to that Seller at any time prior to the completion of such cure, in which
event the applicable Earnest Money Deposit, including any interest thereon, shall be returned to the Buyer, and thereafter both the Buyer and such Seller shall thereupon be released from all obligations with respect to this Contract, except as
otherwise expressly provided herein; or (ii) to treat this Contract as being in full force and effect by written notice to such Seller delivered to such Seller at any time prior to the completion of such cure, in which event the Buyer shall
have the right to an action against the defaulting Seller for specific performance. 
 14.3 Attorney’s Fees. Anything to the
contrary herein notwithstanding, if it shall be necessary for either the Buyer or any Seller to employ an attorney to enforce its rights pursuant to this Contract because of the default of the other party, and the non-defaulting party is successful
in enforcing such rights, then the defaulting party shall reimburse the non-defaulting party for the non-defaulting party’s reasonable attorneys’ fees, costs and expenses. 
  

 32 








 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:	  	 [Name of Seller]
 c/o True North Hotel Group, Inc.

 500 Commerce Plaza I
 7300 West 110th Street, Suite 990
 Overland Park, Kansas
66210

		
	With a Copy to:	  	 Bryan Cave LLP
 Attention: Tom Kreamer
 One Kansas City Place
 1200 Main Street, Suite 3500
 Kansas City, Missouri 64105


 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. 
  

 33 








 16.2 Binding Effect; Assignment. This Contract shall be binding upon and shall inure to the
benefit of each of the parties hereto, their respective successors and assigns. 
 16.3 Entire Agreement. This Contract and the
Exhibits constitute the sole and entire agreement between Buyer and Seller with respect to the subject matter hereof. No modification of this Contract shall be binding unless signed by both Buyer and Seller. 
 16.4 Governing Law. The validity, construction, interpretation and performance of this Contract shall in all ways be governed and determined in
accordance with the laws of the state 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 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 identity 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. 
  

 34 








 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. 
 [Signatures Begin on Following Page] 
  

 35 








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

			
	SELLER:
	
	COUNTRY CLUB EXTENDED STAY SUITES, L.L.C., a Missouri limited liability company
		
	By:	 	/s/ Lewis Wiens
	Name:	 	Lewis Wiens
	Title:	 	 
	
	SELLER:
	
	RILEY EXTENDED STAY SUITES, L.L.C.,
a Kansas limited liability company
		
	By:	 	/s/ Lewis Wiens
	Name:	 	Lewis Wiens
	Title:	 	 
	
	SELLER:
	
	WESTFORD INN, L.L.C.,
a Delaware limited liability company
		
	By:	 	/s/ Robert Walker
	Name:	 	Robert Walker
	Title:	 	 
	
	SELLER:
	
	WESTFORD HOTELS, LLC,
a Massachusetts limited liability company
		
	By:	 	/s/ Lewis Wiens
	Name:	 	Lewis Wiens
	Title:	 	 
	
	SELLER:
	
	RILEY HOTEL SUITES, L.L.C.,
a Kansas limited liability company
		
	By:	 	/s/ Lewis Wiens
	Name:	 	Lewis Wiens
	Title:	 	 


  

 36 









			
	MANAGER:
	
	TRUE NORTH HOTEL GROUP, INC.,
a Kansas corporation
		
	By:	 	/s/ Lewis H. Wiens
	Name:	 	Lewis H. Wiens
	Title:	 	President


  

 37 









			
	BUYER:
	
	APPLE EIGHT HOSPITALITY OWNERSHIP, INC., a Virginia corporation
		
	By:	 	/s/ David Buckley
	Name:	 	David Buckley
	Title:	 	 


  

 38 








 EXHIBIT “A” 
 Information Re: Hotels 
  

															
	 Hotel and Brand
	  	 Selling
 Entity
	  	State of
Organization	  	Rooms	  	 Preliminary
 Allocated
 Purchase
Price
	  	 Applicable
Share of
 Deposit
	 	 	Franchisor
	 Residence Inn – Country Club Plaza

 4601 Broadway

 Kansas City, MO 64112
	  	Country Club
Extended Stay Suites, L.L.C.	  	MO	  	106	  	$	17,350,000	  	24	%	 	Marriott
	 Residence Inn – Overland Park

 12010 Blue Valley Pkwy.
 Overland Park, KS 66213
	  	Riley Extended
Stay Suites, L.L.C.	  	KS	  	120	  	$	15,850,000	  	22	%	 	Marriott
	 Residence Inn – Westford
 7 Lan Drive
 Westford, MA 01886
	  	Westford Inn, L.L.C.	  	DE	  	108	  	$	14,850,000	  	20.6	%	 	Marriott
	 Hampton Inn & Suites – Westford
 9 Nixon Road
 Westford, MA 01886
	  	Westford Hotels, LLC	  	MA	  	110	  	$	15,250,000	  	21.1	%	 	Hilton
	 SpringHill Suites – Overland Park
 12000 Blue Valley Pkwy.
 Overland, KS 66213
	  	Riley Hotel Suites, L.L.C.	  	KS	  	102	  	$	8,850,000	  	12.3	%	 	Marriott








 EXHIBIT “A-1” 
 LEGAL DESCRIPTION OF LAND – Country Club Plaza Kansas City, MO 
 TRACT 1: 
 Lot 31, WORNALL PARK, a subdivision in Kansas City, Jackson County, Missouri, according to the recorded plat thereof. 
 TRACT 2: 
 Lot 56, except the South 5 feet thereof conveyed to the City of
Kansas City for right-of-way purposes in the deed recorded August 18, 1987 as Document Number K-790144 in Book K-1714 at Page 1945, WORNALL PARK, a subdivision in Kansas City, Jackson County, Missouri, according to the recorded plat thereof.

 TRACT 3: 
 All of Lots 47 through 55, both inclusive, WORNALL
PARK, a subdivision in Kansas City, Jackson County, Missouri, according to the recorded plat thereof, described as follows: 
 Beginning at the Southeast
corner of said Lot 47; thence West along the South line of said Lot and along the South lines of Lots 48, 49, 50, 51, 52, 53, 54 and 55, a distance 321.07 feet to the Southwest corner of said Lot 55; thence North along the West line of said Lot 55,
a distance of 120.00 feet to the Northwest corner thereof; thence East along the North line of said Lot 55, and along the North lines of said Lots 54, 53, 52, 51, 50, 49, 48 and 47, a distance of 297.03 feet to the Northeast corner of said Lot 47;
thence Southerly along the East line of said Lot 47, a distance of 68.37 feet; thence continuing Southerly along the East line of said Lot 47 along a curve to the right, tangent to the last described course, having a radius of 166.50 feet, an arc
distance of 57.34 feet, to the point of beginning, except the South 5 feet of each of said Lots conveyed to the City of Kansas City for right-of-way purposes in the deed recorded August 18, 1987 as Document Number K-790144 in Book K-1714 at
Page 1945. 







 EXHIBIT “A-2” 
 LEGAL DESCRIPTION OF LAND – Overland Park, KS (RI) 
 Parcel 1: 
 LOT 1, RESIDENCE SUITES, a subdivision in the City of Overland Park, Johnson County, Kansas, according to the recorded plat thereof. 
 Parcel 2: 
 Perpetual non-exclusive easements for ingress and egress,
appurtenant to and for the benefit of above described Parcel 1, as created in Instrument No. 2196890 recorded in Book 3794, at Page 631, Instrument No. 1847434 recorded in Book 2932 at Page 171, Instrument No. 2683534, recorded in
Book 5127 at Page 805, Instrument No. 2683535, recorded in Book 5127 at Page 813, Instrument No. 3058100, recorded in Book 6379 at Page 692, Instrument No. 2157035, recorded in Book 3684 at Page 46, and Instrument No. 2666093,
recorded in Book 5077 at Page 949. 
 Parcel 3: 
 Perpetual non-exclusive easement for ingress, egress and parking, appurtenant to and for the benefit of above described Parcel 1, as created in Instrument No. 2905152 recorded in Book 5903, at Page 280. 
 Parcel 4: 
 Perpetual easement for construction and maintenance of a
storm drainage pipe, appurtenant to and for the benefit of above described Parcel 1, as created in Instrument No. 2902151 recorded in Book 5903, at Page 273. 







 EXHIBIT “A-3” 
 LEGAL DESCRIPTION OF LAND – Overland Park, KS (SHS) 
 THE SOUTH HALF OF THE NORTHEAST
QUARTER OF THE NORTHEAST QUARTER OF SECTION 19, TOWNSHIP 13, RANGE 25, OVERLAND PARK, JOHNSON COUNTY, KANSAS, LYING WEST OF THAT PART THEREOF TAKEN FOR U.S. HIGHWAY 69, FORMERLY KNOWN AS ALTERNATE 69 HIGHWAY (SAID HIGHWAY TAKING BEING DESCRIBED AS
FOLLOWS): 
 BEGINNING AT THE SOUTHWEST CORNER OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER; THENCE NORTH 85.3 FEET; THENCE NORTHEASTERLY 645.5 FEET TO
THE NORTH LINE OF THE SOUTH HALF OF SAID QUARTER SECTION; THENCE EAST 331.9 FEET; THENCE SOUTHWESTERLY 733.2 FEET TO THE SOUTH LINE; THENCE WEST 294.9 FEET TO BEGINNING, EXCEPT THAT PART DEDICATED FOR STREET PURPOSES. 
 Also described as: 
 Lot 1, FAIRFIELD SUITES, a subdivision in the City of
Overland Park, Johnson County, Kansas, according to the recorded plat thereof. 







 EXHIBIT “A-4” 
 LEGAL DESCRIPTION OF LAND – Westford, MA (RI) 
 That certain condominium unit in Primrose
Park Condominium, in the Town of Westford, County of Middlesex and Commonwealth of Massachusetts, a condominium established pursuant to MGL Chapter 183A, created by Master Deed of the Primrose Park Condominium, dated August 17, 2001 (the
“Master Deed”), and recorded in the Middlesex North District Registry of Deeds herewith, more particularly described as follows: 
 Unit
No. 7, having a post office address of 7 Lan Drive, as defined and described in the Master Deed referenced above and subject to the terms and provisions of the Primrose Park Condominium Trust (which together with the Bylaws and other appendices
thereto, is sometimes hereinafter called the “Trust”) dated August 17, 2001, and recorded in the Middlesex North District Registry of Deeds herewith, and on the site plans of Primrose Park Condominium (all together sometimes
hereinafter called the “Plans”) referenced in and recorded with the Master Deed. 







 EXHIBIT “A-5” 
 LEGAL DESCRIPTION OF LAND – Westford, MA (HI&S) 
 That certain parcel of land shown as
Lot 11 on a plan entitled “Subdivision Plan of Land, Westford Technology Park, Westford, Mass.” Prepared by Harry R. Feldman, Inc., dated July 17, 2001 and recorded herewith in Plan Book 207, Plan 14. 







 EXHIBIT B 
 LIST OF FF&E 







 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 
 The only consents and approvals that are required in connection with
the sale of the Hotels by Sellers are from the individual members of each Seller, as required by such Seller’s operating agreement, and the applicable Franchisor with respect to each Hotel. 







 EXHIBIT E 
 ENVIRONMENTAL REPORTS AND DISCLOSURES 







 EXHIBIT F 
 CLAIMS OR LITIGATION PENDING 
 There is no claim or litigation currently pending against any of
the Hotels. 







 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 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 three (3) 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 three (3) 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. 
 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: 
  

	 	(i)	If addressed to Seller, to: 

   _____________________ 
   c/o 
   Attention: 
   Fax No.: (        ) ___-____ 







   With a copy to: 
   Bryan Cave LLP 
   Attention: Tom Kreamer 
   One Kansas City Place 
   1200 Main Street, Suite 3500 
   Kansas City, Missouri 64105 
  

	 	(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. 







 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:	 	 









 EXHIBIT H 
 New Management Agreement Form 







 Exhibit I – Assumed Existing Loans 
  

							
	 	  	 Residence Inn
Overland Park Kansas
	  	 Residence Inn Country
 Club Plaza Missouri
	  	 Residence Inn Westford
Massachusetts

	Lender - Name	  	PNC Bank, National
Association	  	PNC Bank, National
Association	  	GMAC Commercial
Mortgage Bank
				
	Address	  	10851 Mastin Suite 300
Overland Park, KS 66210	  	10851 Mastin Suite 300
Overland Park, KS 66210	  	6955 Union Park Center Suite 330
Midvale, Utah 84047
				
	Email	  	patrick.oneal@pnc.com	  	patrick.oneal@pnc.com	  	
	Telephone	  	(913) 253-9623	  	(913) 253-9623	  	
	Contact Person	  	Patrick O’Neal	  	Patrick O’Neal	  	Attention President
				
	Servicer - Name	  	Midland Loan Services	  	Midland Loan Services	  	Capmark
				
	Address	  	10851 Mastin Suite 300
Overland Park, KS 66210	  	10851 Mastin Suite 300
Overland Park, KS 66210	  	116 Welsh Road, Horsham,
PA 19044
				
	Email	  	jgolden@midlandls.com	  	jgolden@midlandls.com	  	Christina.Campbell@capmark.com
	Telephone	  	(913) 253-9594	  	(913) 253-9594	  	888-334-4622
	Contact Person	  	Jim Golden	  	Jim Golden	  	Christina Campbell
				
	Date of Note	  	3/7/2005	  	10/17/2005	  	10/23/2003
				
	Note Reference
Number	  	94-0951399	  	94-0952085	  	11041999
				
	Maturity	  	3/1/2015	  	10/1/2015	  	11/1/2010
				
	Interest Rate	  	5.74%	  	5.74%	  	6.50%
				
	Original Principal	  	$7,500,000	  	$11,850,000	  	$7,800,000
				
	First Mortgage Current Balance	  	$7,150,000	  	$11,720,000	  	$7,275,000