Exhibit 10.46



 Exhibit 10.46 
 SpringHill Suites 
 Sanford, Florida 
 PURCHASE CONTRACT 
 between 
 SH LODGING, LLC 
 (“SELLER”) 
 AND 
 APPLE EIGHT HOSPITALITY OWNERSHIP, INC. 
 (“BUYER”) 
 AND 
 SCOTT HOTELS, INC.

 (“INDEMNITOR”) 
 Dated: January 16, 2008 







 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page No.
			
	 ARTICLE I
	  	DEFINED TERMS	  	1
			
	 1.1
	  	Definitions	  	1
			
	 ARTICLE II
	  	PURCHASE AND SALE; PURCHASE PRICE; PAYMENT; EARNEST MONEY DEPOSIT	  	6
			
	 2.1
	  	Purchase and Sale	  	6
			
	 2.2
	  	Purchase Price	  	6
			
	 2.3
	  	Allocation	  	6
			
	 2.4
	  	Payment	  	6
			
	 2.5
	  	Earnest Money Deposit	  	6
			
	 ARTICLE III
	  	REVIEW PERIOD	  	7
			
	 3.1
	  	Review Period	  	7
			
	 3.2
	  	Due Diligence Examination	  	8
			
	 3.3
	  	Restoration	  	8
			
	 3.4
	  	Seller Exhibits	  	8
			
	 ARTICLE IV
	  	SURVEY AND TITLE APPROVAL	  	8
			
	 4.1
	  	Survey	  	8
			
	 4.2
	  	Title	  	8
			
	 4.3
	  	Survey or Title Objections	  	9
			
	 ARTICLE V
	  	TERMINATION OF MANAGEMENT AGREEMENT	  	9
			
	 ARTICLE VI
	  	BROKERS	  	10
			
	 ARTICLE VII
	  	REPRESENTATIONS, WARRANTIES AND COVENANTS	  	10
			
	 7.1
	  	Seller’s and Indemnitor’s Representations, Warranties and Covenants	  	10
			
	 7.2
	  	Buyer’s Representations, Warranties and Covenants	  	13
			
	 7.3
	  	Survival	  	13
			
	 ARTICLE VIII
	  	ADDITIONAL COVENANTS	  	14
			
	 8.1
	  	Subsequent Developments	  	14
			
	 8.2
	  	Operations	  	14
			
	 8.3
	  	Third Party Consents	  	15
			
	 8.4
	  	Employees	  	15
			
	 8.5
	  	Estoppel Certificates	  	15
			
	 8.6
	  	Access to Financial Information	  	15
			
	 8.7
	  	Bulk Sales	  	15
			
	 8.8
	  	Indemnification	  	15
			
	 8.9
	  	Escrow Funds	  	17
			
	 8.10
	  	Liquor Licenses	  	17

  

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	 	  	 	  	Page No.
			
	ARTICLE IX	  	CONDITIONS FOR CLOSING	  	18
			
	 9.1
	  	Buyer’s Conditions for Closing	  	18
			
	 9.2
	  	Seller’s Conditions for Closing	  	19
			
	ARTICLE X	  	CLOSING AND CONVEYANCE	  	19
			
	 10.1
	  	Closing	  	19
			
	 10.2
	  	Seller’s Deliveries	  	19
			
	 10.3
	  	Buyer’s Deliveries	  	20
			
	ARTICLE XI	  	COSTS	  	21
			
	 11.1
	  	Seller’s Costs	  	21
			
	 11.2
	  	Buyer’s Costs	  	21
			
	ARTICLE XII	  	ADJUSTMENTS	  	21
			
	 12.1
	  	Adjustments	  	21
			
	 12.2
	  	Reconciliation and Final Payment	  	22
			
	 12.3
	  	Employees	  	23
			
	ARTICLE XIII	  	CASUALTY AND CONDEMNATION	  	23
			
	 13.1
	  	Risk of Loss; Notice	  	23
			
	 13.2
	  	Buyer’s Termination Right	  	23
			
	 13.3
	  	Procedure for Closing	  	23
			
	ARTICLE XIV	  	DEFAULT REMEDIES	  	24
			
	 14.1
	  	Buyer Default	  	24
			
	 14.2
	  	Seller Default	  	24
			
	 14.3
	  	Attorney’s Fees	  	24
			
	ARTICLE XV	  	NOTICES	  	25
			
	ARTICLE XVI	  	MISCELLANEOUS	  	25
			
	 16.1
	  	Performance	  	25
			
	 16.2
	  	Binding Effect; Assignment	  	25
			
	 16.3
	  	Entire Agreement	  	25
			
	 16.4
	  	Governing Law	  	25
			
	 16.5
	  	Captions	  	26
			
	 16.6
	  	Confidentiality	  	26
			
	 16.7
	  	Closing Documents	  	26
			
	 16.8
	  	Counterparts	  	26
			
	 16.9
	  	Severability	  	26
			
	 16.10
	  	Interpretation	  	26

  

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	 	  	 	  	Page No.
			
	 16.11
	  	(Intentionally Omitted)	  	26
			
	 16.12
	  	Further Acts	  	26
			
	 16.13
	  	Joint and Several Obligations	  	26
			
	 16.14
	  	(Intentionally Omitted)	  	26
			
	ARTICLE XVII	  	JOINDER BY INDEMNITOR	  	27
			
	 17.1
	  	Indemnification by Indemnitor	  	27
			
	EXHIBITS:	  		  	
			
	 Exhibit A
	  	Legal Description	  	
			
	 Exhibit B
	  	List of FF&E	  	
			
	 Exhibit C
	  	List of Hotel Contracts	  	
			
	 Exhibit D
	  	Consents and Approvals	  	
			
	 Exhibit E
	  	Environmental Reports	  	
			
	 Exhibit F
	  	Claims or Litigation Pending	  	
			
	 Exhibit G
	  	Escrow Agreement	  	
			
	 Exhibit H
	  	List of Unreimbursed FF&E	  	
			
	 Exhibit I
	  	Excluded Assets	  	

  

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 PURCHASE CONTRACT 
 This PURCHASE CONTRACT (this “Contract”) is made and entered into as of January 16, 2008, by and between SH LODGING, LLC, a Georgia
limited liability company, with its principal office at c/o Scott Hotels, Inc., P.O. Box 679, Thomasville, Georgia, 31799 (“Seller”), and APPLE EIGHT HOSPITALITY OWNERSHIP, INC., a Virginia corporation, with its principal office at 814 E.
Main Street, Richmond, Virginia 23219, or its affiliates or assigns (“Buyer”), and SCOTT HOTELS, INC., a Georgia corporation, with its principal office at P.O. Box 679, Thomasville, Georgia, 31799 (“Indemnitor”). 
 RECITALS 
 A. Seller is the fee simple
owner of the SpringHill Suites by Marriott hotel in Sanford, Florida. 
 B. Buyer is desirous of purchasing such hotel property from Seller,
and Seller is desirous of selling such hotel property 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 Agreement shall have the meanings set forth below unless the context otherwise requires: 
 “Affiliate” shall mean, with respect to Seller or Buyer, any other person or entity directly or indirectly controlling (including but not
limited to all directors and officers), controlled by or under direct or indirect common control with Seller or Buyer, as applicable. For purposes of the foregoing, a person or entity shall be deemed to control another person or entity if it
possesses, directly or indirectly, the power to direct or cause direction of the management and policies of such other person or entity, whether through the ownership of voting securities, by contract or otherwise. 
 “Appurtenances” shall mean all rights, titles, and interests of Seller appurtenant to the Land and Improvements, including, but not
limited to, (i) all easements, rights of way, rights of ingress and egress, tenements, hereditaments, privileges, and appurtenances in any way belonging to the Land or Improvements, (ii) any land lying in the bed of any alley, highway,
street, road or avenue, open or proposed, in front of or abutting or adjoining the Land, (iii) any strips or gores of real estate adjacent to the Land, and (iv) the use of all alleys, easements and rights-of-way, if any, abutting,
adjacent, contiguous to or adjoining the Land. 
 “Brand” shall mean SpringHill Suites by Marriott, the hotel brand or
franchise under which the Hotel operates. 
 “Business Day” shall mean any day other than a Saturday, Sunday or legal
holiday in the Commonwealth of Virginia or the State of Florida. 
 “CD” shall have the meaning set forth in
Section 8.9. 
  

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 “Closing” shall mean the closing of the purchase and sale of the Property pursuant to
this Contract. 
 “Closing Date” shall have the meaning set forth in Section 10.1. 
 “Contracts, Plans and Specs” shall mean all construction and other contracts, plans, drawings, specifications, surveys, soil reports,
engineering reports, inspection reports, and other technical descriptions and reports. 
 “Deed” shall have the meaning set
forth in Section 10.2(a). 
 “Deposits” shall mean, to the extent assignable, all prepaid rents and deposits (excluding
any reserves for replacement of FF&E and for capital repairs and/or improvements), including, but not limited to, refundable security deposits and rental deposits, and all other deposits for advance reservations, banquets or future services,
made in connection with the use or occupancy of the Improvements; provided, however, “Deposits” shall exclude (i) reserves for real property taxes and insurance, in each case, to the extent pro rated on the settlement statement such
that Buyer receives a credit for (a) taxes and premiums in respect of any period prior to Closing and (b) the amount of deductibles and other self-insurance and all other potential liabilities and claims in respect of any period prior to
Closing, and (ii) utility deposits. 
 “Due Diligence Examination” shall have the meaning set forth in
Section 3.2. 
 “Earnest Money Deposit” shall have the meaning set forth in Section 2.5(a). 
 “Environmental Requirements” shall have the meaning set forth in Section 7.1(f). 
 “Escrow Agent” shall have the meaning set forth in Section 2.5(a). 
 “Escrow Agreement” shall have the meaning set forth in Section 2.5(b). 
 “Escrow Funds” shall have the meaning set forth in Section 8.9. 
 “Exception Documents” shall have the meaning set forth in Section 4.2. 
 “Excluded Assets” shall mean the property described in Exhibit I. 
 “Existing Franchise Agreement” shall mean that certain franchise license agreement between Seller and the Franchisor, granting Seller a
franchise to operate the Hotel under the Brand. 
 “Existing Management Agreement” shall mean that certain management
agreement between Seller and the Existing Manager for the operation and management of the Hotel. 
 “Existing Manager” shall
mean Scott Hotels, Inc., a Georgia corporation, the existing manager of the Hotel. 
 “FF&E” shall mean all tangible
personal property and fixtures of any kind (other than personal property (i) owned by guests of the Hotel, (ii) leased by Seller pursuant to an FF&E Lease or (iii) constituting Excluded Assets 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 

  

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maintenance of the guestrooms, restaurants, lounges, business centers, meeting rooms, swimming pools, indoor and/or outdoor sports facilities and other
common areas and recreational areas; all carpet, drapes, beds, furniture, televisions and other furnishings; all stoves, ovens, freezers, refrigerators, dishwashers, disposals, kitchen equipment and utensils, tables, chairs, plates and other dishes,
glasses, silverware, serving pieces and other restaurant and bar equipment, apparatus and utensils. A current list of FF&E is attached hereto as Exhibit B. 
 “FF&E Leases” shall mean all leases of any FF&E and other contracts permitting the use of any FF&E at the Improvements that are assumed by Buyer. 
 “Financial Statements” shall have the meaning set forth in Section 3.1(b). 
 “Franchisor” shall mean Marriott International, Inc. 
 “Hotel” shall mean the hotel located on the Land, including all Improvements known generally as the Courtyard by Marriott in Lake Mary, Florida. 
 “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. 
 “Indemnification Agreement” shall have the meaning set forth in Article XVII. 
 “Indemnified Party” shall have the meaning set forth in Section 8.8(c)(i). 
 “Indemnifying Party” shall have the meaning set forth in Section 8.8(c)(i). 
 “Land” shall mean, collectively, a fee simple absolute interest in the real property more fully described in Exhibit A, which is
attached hereto and incorporated herein by reference, together with all rights (including without limitation all air rights and development rights), alleys, streets, strips, gores, waters, privileges, appurtenances, advantages and easements
belonging thereto or in any way appertaining thereto. 
 “Leases” shall mean all leases, franchises, licenses, occupancy
agreements, “trade-out” agreements, advance bookings, convention reservations, or other agreements demising space in, providing for the use or occupancy of, or otherwise similarly affecting or relating to the use or occupancy of, the
Improvements or Land, together with all amendments, modifications, renewals and extensions thereof, and all guaranties by third parties of the obligations of the tenants, licensees, franchisees, concessionaires or other entities thereunder.

 “Legal Action” shall have the meaning set forth in Section 8.8(c)(ii). 
 “Licenses” shall mean all permits, licenses, franchises, utility reservations, certificates of occupancy, and other documents issued by
any federal, state, or municipal authority or by any private party related to the development, construction, use, occupancy, operation or maintenance of the Hotel, including, without limitation, all licenses, approvals and rights (including any and
all existing waivers of any brand standard) necessary or appropriate for the operation of the Hotel under the Brand. 
 “Liquor
Licenses” shall have the meaning set forth in Section 8.10. 
 “Manager” shall mean such management company as
Buyer may select to manage the Hotel. 
 “New Franchise Agreement” shall mean the franchise license agreement to be entered
into between Buyer and the Franchisor, granting to Buyer a franchise to operate the Hotel under the Brand on and after the Closing Date. 
  

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 “New Management Agreement” means the management agreement to be entered into between
Buyer and the Manager for the operation and management of the Hotel on and after the Closing Date. 
 “Other Property” shall
have the meaning set forth in Section 16.14. 
 “Pending Claims” shall have the meaning set forth in
Section 7.1(e). 
 “Permitted Exceptions” shall have the meaning set forth in Section 4.3. 
 “Personal Property” shall mean, collectively, all of the Property other than the Real Property. 
 “PIP” shall mean a product improvement plan for the Hotel, as required by the Manager or the Franchisor, if any. 
 “PIP Report” shall have the meaning set forth in Article V. 
 “Post-Closing Agreement” shall have the meaning set forth in Section 8.9. 
 “Property” shall mean, collectively, 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 and Utility Reservations. 
 “Purchase Price” shall have the meaning set forth in Section 2.2. 
 “Real
Property” shall mean, collectively, all Land, Improvements and Appurtenances with respect to the Hotel. 
 “Records” shall mean all books, records, promotional material, tenant data, guest history information (other than any such information owned exclusively by the Existing 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 Seller’s current annual plan and other materials,
information, data, legal or other documents or records (including, without limitation, all documentation relating to any litigation or other proceedings, all zoning and/or land use notices, relating to or affecting the Property, all business plans
and projections and all studies, plans, budgets and contracts related to the development, construction and/or operation of the Hotel) owned by Seller and/or in Seller’s possession or control, or to which Seller has access or may obtain from the
Existing Manager, that are used in or relating to the Property and/or the operation of the Hotel, including the Land, the Improvements or the FF&E, and proforma budgets and projections (provided the Hotel has been open and operating for a period
of three (3) months prior to Closing) and construction budgets and contracts related to the development and construction of the Hotel, and Seller shall furnish to Buyer (and the term “Records” shall include) a list of the general
contractors, architects and engineers providing goods and/or services in connection with the construction of the Hotel, all construction warranties and guaranties in effect at Closing and copies of the final plans and specifications for the Hotel.

 “Release” shall have the meaning set forth in Section 7.1(f). 
 “Review Period” shall have the meaning set forth in Section 3.1. 
 “SEC” shall have the meaning set forth in Section 8.6. 
 “Seller Liens” shall have the meaning set forth in Section 4.3. 
 “Seller Parties” shall have the meaning set forth in Section 7.1(e). 
  

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 “Service Contracts” shall mean contracts or agreements, such as maintenance, supply,
service or utility contracts. 
 “Supplies” shall mean all merchandise, supplies, inventory and other items used for the
operation and maintenance of guest rooms, restaurants, lounges, swimming pools, health clubs, spas, business centers, meeting rooms and other common areas and recreational areas located within or relating to the Improvements, including, without
limitation, all food and beverage (alcoholic and non-alcoholic) inventory, office supplies and stationery, advertising and promotional materials, china, glasses, silver/flatware, towels, linen and bedding (all of which shall be 2-par level for all
suites or rooms in the Hotel), guest cleaning, paper and other supplies, upholstery material, carpets, rugs, furniture, engineers’ supplies, paint and painters’ supplies, employee uniforms, and all cleaning and maintenance supplies,
including those used in connection with the swimming pools, indoor and/or outdoor sports facilities, health clubs, spas, fitness centers, restaurants, business centers, meeting rooms and other common areas and recreational areas. 
 “Survey” shall have the meaning set forth in Section 4.1. 
 “Third Party Consents” shall have the meaning set forth in Section 8.3. 
 “Title Commitment” shall have the meaning set forth in Section 4.2. 
 “Title Company” shall have the meaning set forth in Section 4.2. 
 “Title Policy” shall have the meaning set forth in Section 4.2. 
 “Title Review Period” shall have the meaning set forth in Section 4.3. 
 “Tradenames” shall mean all telephone exchanges and numbers, trade names, trade styles, trade marks, and other identifying material, and
all variations thereof, together with all related goodwill (it being understood and agreed that the name of the hotel chain to which the Hotel is affiliated by franchise, license or management agreement is a protected name or registered service mark
of such hotel chain and cannot be transferred to Buyer by this Contract, provided that all such franchise, license, management and other agreements granting a right to use the name of such hotel chain or any other trademark or trade name and all
waivers of any brand standard shall be assigned to Buyer. 
 “Utility Reservations” shall mean Seller’s interest in the
right to receive immediately on and after Closing and continuously consume thereafter water service, sanitary and storm sewer service, electrical service, gas service and telephone service on and for the Land and Improvements in capacities that are
adequate continuously to use and operate the Improvements for the purposes for which they were intended, including, but not limited to (i) any right to the present and future use of wastewater, drainage, water and other utility facilities to
the extent such use benefits the Real Property, (ii) any reservations of or commitments covering any such use in the future, and (iii) any wastewater capacity reservations relating to the Real Property. Buyer shall be responsible for any
requests or documents to transfer the Utility Reservations, at Buyer’s sole cost and expense. 
 “Warranties” shall
mean all warranties, guaranties, indemnities and claims for the benefit of Seller with respect to the Hotel, the Property or any portion thereof, including, without limitation, all warranties and guaranties of the development, construction,
completion, installation, equipping and furnishing of the Hotel, and all indemnities, bonds and claims of Seller related thereto. 
  

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 ARTICLE II 
 PURCHASE AND SALE; PURCHASE PRICE; PAYMENT; 
 EARNEST MONEY DEPOSIT 
 2.1 Purchase and Sale. Seller agrees to sell and convey to Buyer or its Affiliates and/or assigns, and Buyer or its assigns agrees to purchase
from Seller, the Property, in consideration of the Purchase Price and upon the terms and conditions hereof. All of the Property shall be conveyed, assigned, and transferred to Buyer at Closing, free and clear of all mortgages, liens, encumbrances,
licenses, franchises (other than any hotel franchises assumed by Buyer), concession agreements, security interests, prior assignments or conveyances, conditions, restrictions, rights-of-way, easements, encroachments, claims and other matters
affecting title or possession, except for the Permitted Exceptions. 
 2.2 Purchase Price. Buyer agrees to pay, and Seller agrees to
accept, as consideration for the conveyance of the Property, subject to the adjustments provided for in this Contract, the amount of Eleven Million One Hundred Fifty and No/100 Dollars ($11,150,000.00) (the “Purchase Price”). 

2.3 Allocation. Buyer and Seller shall attempt to agree, prior to the expiration of the Review Period, on an allocation of the Purchase Price
among Real Property, tangible Personal Property and intangible property related to the Property. In the event Buyer and Seller do not agree, each party shall be free to allocate the Purchase Price to such items as they deem appropriate, subject to
and in accordance with applicable laws. 
 2.4 Payment. The portion of the Purchase Price, less the Earnest Money Deposit and interest
earned thereon, if any, which Buyer elects to have applied against the Purchase Price (as provided below) shall be paid to Seller in cash, certified funds or wire transfer, at the Closing of the Property. At the Closing, the Earnest Money Deposit,
together with interest earned thereon, if any, shall, at Buyer’s election, be returned to Buyer or shall be paid over to Seller by Escrow Agent to be applied to the portion of the Purchase Price on behalf of Buyer. 
 2.5 Earnest Money Deposit. 
 (a) Upon the full execution and delivery of this Contract, Buyer shall deposit the sum of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) 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 two (2) Business Days after the expiration of the Review Period deposit the sum of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) in cash, certified bank check
or by wire transfer of immediately available funds (the “Additional Deposit”) with the Escrow Agent. The Initial Deposit and the Additional Deposit, and all interest accrued thereon, shall hereinafter be referred to as the “Earnest
Money Deposit.” 
 (b) The Earnest Money Deposit shall be held by Escrow Agent subject to the terms and conditions of the
Escrow Agreement in the form attached hereto as Exhibit G, to entered into by Seller, Buyer and Escrow Agent contemporaneously with the execution of this Contract (the “Escrow Agreement”). The Earnest Money Deposit shall be held in an
interest-bearing account in a federally insured bank or savings institution reasonably acceptable to Seller and Buyer, with all interest to accrue to the benefit of the party entitled to receive it and to be reportable by such party for income tax
purposes. 
  

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 ARTICLE III 
 REVIEW PERIOD 
 3.1 Review Period. Buyer shall have a period through 6:00 p.m. Eastern Time on
the date that is forty-five (45) days from January 16, 2008, except as otherwise agreed to by Buyer and Seller (the “Review Period”), to evaluate the legal, title, survey, construction, physical condition, engineering,
structural, mechanical, environmental, zoning, marketing, economic, permit status, franchise status, management, financial and other documents, information and property statements related to the Property. On or prior to January 23, 2008,
Seller, at Seller’s sole cost and expense, will deliver to Buyer true, correct and complete copies of each of those certain documents, agreements and other items set forth on Schedule 3.1 attached hereto and incorporated herein by this
reference, together with all amendments, modifications, renewals or extensions thereof. To the extent not previously delivered to Buyer and to the extent they are in the possession, custody, or control of the Seller or Indemnitor, or any of their
respective Affiliates, true, correct and complete copies of the following items set forth in paragraphs 3.1(a) through 3.1(f) below, together with all amendments, modifications, renewals or extensions thereof, shall be made available by Seller
and/or Indemnitor, at its sole cost and expense, at the office of Indemnitor in Thomasville, Georgia, for Buyer’s review: 
 (a) All Warranties and Licenses relating to the Hotel or any part thereof; 
 (b) Income and expense statements for
the Hotel, and budgets for the Hotel for the current year to date (collectively, the “Financial Statements”), and Seller shall provide to Buyer copies of all income and expense statements generated by Seller or any third party that relate
to the operations of the Hotel and that contain information not included in the financial statements, if any, provided to Buyer by the Existing Manager, provided that Seller also agrees to provide to Buyer’s auditors and representatives all
financial and other information necessary or appropriate for preparation of audited financial statements for Buyer and/or its Affiliates as provided in Section 8.6, below; 
 (c) All real estate and personal property tax statements with respect to the Hotel and notices of appraised value for the Real Property
for the current year (if available) and each of the three (3) calendar years prior to the current year; 
 (d)
Engineering, mechanical, architectural and construction plans, drawings, specifications and contracts, payment and performance bonds, title policies, reports and commitments, zoning information and marketing and economic data relating to the Hotel
and the construction, development, installation and equipping thereof, as well as copies of all environmental reports and information, topographical, boundary or “as built” surveys, engineering reports, subsurface studies and other
Contracts, Plans and Specs relating to or affecting the Hotel. If the Hotel is purchased by Buyer, all such documents and information relating to the Hotel shall thereupon be and become the property of Buyer without payment of any additional
consideration therefor; 
 (e) All FF&E Leases, Services Contracts, Leases and, if applicable, a schedule of such Leases
of space in the Hotel, and all agreements for real estate commissions, brokerage fees, finder’s fees or other compensation payable by Seller in connection therewith; and 
 (f) All notices received from governmental authorities in connection with the Hotel and all other notices received from governmental
authorities received at any time that relate to any noncompliance or violation of law that has not been corrected. 
 Seller shall, upon
request of Buyer, make available to Buyer and Buyer’s representatives and agents, for inspection and copying (at Buyer’s sole cost and expense) during normal business hours, Records located at Seller’s corporate offices, and Seller
agrees make available, in accordance with the provisions of this Section 3.1 to Buyer copies of all other reasonably requested information that is relevant to the management, operation, use, occupancy or leasing of or title to the Hotel and the
plans specifications for development of the Hotel to the extent they are in the possession, custody, or control of the Seller or Indemnitor, or any of their respective Affiliates. At any time during the Review Period, Buyer may, in its sole and
absolute discretion, elect not to 

  

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proceed with the purchase of the Property for any reason whatsoever by giving written notice thereof to Seller, in which event: (i) the Earnest Money
Deposit shall be promptly returned by Escrow Agent to Buyer together with all accrued interest, if any, (ii) this Contract shall be terminated automatically, (iii) all materials supplied by Seller to Buyer shall be returned promptly to
Seller, and (iv) both parties will be relieved of all other rights, obligations and liabilities hereunder, except for the parties’ obligations pursuant to Sections 3.3 and 16.6 below. 
 3.2 Due Diligence Examination. At any time during the Review Period, and thereafter through Closing of the Property, Buyer and/or its
representatives and agents shall have the right to enter upon the Real Property or the office of Indemnitor in Thomasville, Georgia at all reasonable times for the purposes of reviewing all Records and other data, documents and/or information
relating to the Property and conducting such surveys, appraisals, engineering tests, soil tests (including, without limitation, Phase I and Phase II environmental site assessments), inspections of construction and other inspections and other studies
as Buyer deems reasonable and necessary or appropriate to evaluate the Property, subject to providing advance (not less than 24 hours) notice to Seller unless otherwise agreed to by Buyer and Seller (the “Due Diligence Examination”).
Seller shall have the right to have its representative present during Buyer’s physical inspections of the Property, provided that failure of Seller to do so shall not prevent Buyer from exercising its due diligence, review and inspection rights
hereunder. Buyer agrees to exercise reasonable care when visiting the Real Property, in a manner which shall not materially adversely affect the operation of the Hotel or the Existing Management Agreement or the Existing Franchise Agreement.

 3.3 Restoration. Buyer covenants and agrees not to damage or destroy any portion of the Property in conducting its examinations and
studies of the Property during the Due Diligence Examination and, if closing does not occur, shall repair any portion of the Property damaged by the conduct of Buyer, its agents or employees, to substantially the condition such portion(s) of the
Property were in immediately prior to such examinations or studies. 
 3.4 Seller Exhibits. Buyer shall have until the end of the
Review Period to review and approve the information on Exhibits B, C, D, E and F. In the event Buyer does not approve any such Exhibit or the information contained therein, Buyer shall be entitled to terminate this Contract by notice to Seller and
the Earnest Money Deposit shall be returned to Buyer with all interest thereon and both parties shall be relieved of all rights, obligations and liabilities hereunder except for the parties’ obligations pursuant to Sections 3.3 and 16.6.

 ARTICLE IV 
 SURVEY
AND TITLE APPROVAL 
 4.1 Survey. Seller has delivered to Buyer true, correct and complete copies of the most recent survey of the
Real Property. In the event that an update of the survey or a new survey (such updated or new survey being referred to as the “Survey”) are desired by Buyer, then Buyer shall be responsible for all costs related thereto. 
 4.2 Title. Seller has delivered to Buyer Seller’s existing title insurance policy, including copies of all documents referred to therein, for
the Real Property. Buyer’s obligations under this Contract are conditioned upon Buyer being able to obtain (i) a Commitment for Title Insurance (the “Title Commitment”) issued by LandAmerica American Title Company, 8201 Preston
Road, Suite 280, Dallas, Texas 75225 (the “Title Company”), for the most recent standard form of owner’s policy of title insurance in the state in which the Real Property is located, covering the Real Property, setting forth the
current status of the title to the Real Property, showing all liens, claims, encumbrances, easements, rights of way, encroachments, reservations, restrictions and any other matters affecting the Real Property and pursuant to which the Title Company
agrees to issue to Buyer at Closing an Owner’s Policy of Title Insurance on the most recent form of ALTA (where available) owner’s policy available in the state in which the Land is located, with extended coverage and, to the extent
applicable and available in such state, comprehensive, access, single tax parcel, contiguity, Fairway and such other 

  

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endorsements as may be required by Buyer (collectively, the “Title Policy”); and (ii) true, complete, legible and, where applicable, recorded
copies of all documents and instruments (the “Exception Documents”) referred to or identified in the Title Commitment, including, but not limited to, all deeds, lien instruments, leases, plats, surveys, reservations, restrictions, and
easements affecting the Real Property. If requested by Seller, Buyer shall promptly provide Seller with a copy of the Title Commitment issued by the Title Company. 
 4.3 Survey or Title Objections. If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same within forty-five
(45) days after the date of this Contract (the “Title Review Period”). If Buyer fails to so object in writing to any such matter set forth in the Survey or Title Commitment, it shall be conclusively assumed that Buyer has approved
same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item by written
notice sent to Buyer within five (5) days after Seller’s receipt of notice from Buyer, and if Seller commits in writing to attempt to cure any such item, Seller shall be given until the Closing Date to cure any such defect. In the event
Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect,
in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Earnest Money Deposit, and any interest thereon. The items shown on the Title
Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the title review period and other than those standard exceptions which are ordinarily and customarily omitted in the state in
which the Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted
Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness or any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or
any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing. 
 ARTICLE V 

 MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT 
 At the Closing , (i) at Buyer’s option, either (A) Seller shall terminate the Existing Management Agreement and Buyer shall enter into the New Management Agreement or (B) Seller shall assign the
Existing Management Agreement to Buyer and Buyer shall assume the Existing Management Agreement, and (ii) at Buyer’s option and subject to the approval of the Franchisor, either (A) Seller shall terminate the Existing Franchise
Agreement and Buyer shall enter into the New Franchise Agreement or (B) Seller shall assign the Existing Franchise Agreement to Buyer and Buyer shall assume the Existing Franchise Agreement. Seller shall be solely responsible for all claims and
liabilities arising under the Existing Management Agreement and/or the Existing Franchise Agreement prior the Closing Date and, if the Existing Management Agreement or the Existing Franchise Agreement is terminated, on and after the Closing Date as
to such terminated agreement or agreements. If the Existing Management Agreement or the Existing Franchise Agreement are assigned to and assumed by Buyer, it shall be a condition to Closing that the terms and conditions of such assigned agreement
shall be acceptable to Buyer or shall be amended so as to be 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). If Buyer
enters into the New Management Agreement or the New Franchise Agreement, it shall be a condition to Closing that the terms and conditions of such new agreement or agreements shall be acceptable to Buyer (including, without limitation, such terms and
conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement. Buyer shall pay any
fees for the transfer of the Existing Franchise Agreement. Upon the full execution of this Contract, Seller shall request the Franchisor to conduct a PIP inspection and prepare a written report of its findings (the “PIP Report”). The cost
of the PIP inspection and the preparation of the PIP Report shall be borne solely by the Seller, and a copy of the PIP Report shall be provided to Buyer. 
  

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 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. Buyer and Seller each agree to save and hold the other harmless from any and all losses, damages, liabilities, costs and expenses (including, without
limitation, attorneys’ fees) involving claims made by any other agent, broker, or other person by or through the acts of Buyer or Seller, respectively, in connection with this transaction. 
 ARTICLE VII 
 REPRESENTATIONS,
WARRANTIES AND COVENANTS 
 7.1 Seller’s and Indemnitor’s Representations, Warranties and Covenants. Seller and
Indemnitor hereby represent, warrant and covenant 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 Georgia. Indemnitor is a corporation duly formed, validly existing and in good standing in the State of Georgia. Each of Seller and Indemnitor 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 either Seller or Indemnitor of this Contract, except as set forth in Exhibit D, and this Contract is hereby binding and enforceable against Seller and
Indemnitor. Neither the execution nor the performance of, or compliance with, this Contract by Seller or Indemnitor has resulted, or will result, in any violation of, or default under, or acceleration of, any obligation under any existing corporate
charter, certificate of incorporation, bylaw, articles of organization, limited liability company agreement or regulations, partnership agreement or other organizational documents and under any, mortgage indenture, lien agreement, promissory note,
contract, or permit, or any judgment, decree, order, restrictive covenant, statute, rule or regulation, applicable to Seller, Indemnitor or to the Hotel. 
 (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, Indemnitor, nor, to Seller’s or Indemnitor’s knowledge, any of its or their partners or
members, is insolvent or the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding. 
 (d) Property Agreements. A complete list of all FF&E Leases, Service Contracts and Leases (other than any that are no longer in
effect) used in or otherwise relating to the operation and business of the Hotel is attached hereto as Exhibit C-1, and, to Seller’s knowledge, a complete list of all other FF&E Leases, Service Contracts and Leases used in or
otherwise relating to the operation and business of the Hotel is attached hereto as Exhibit C-2. The assets constituting the Property to be conveyed to Buyer hereunder constitute all of the property and assets of Seller used in connection
with the operation and business of the Hotel. There are no leases, license agreements, leasing agent’s agreements, equipment leases, building service agreements, maintenance contracts, suppliers contracts, warranty contracts, operating
agreements, or other agreements (i) to which Seller is a party or an assignee, or (ii) to Seller’s or Indemnitor’s knowledge, binding upon the Hotel, relating to the ownership, occupancy, operation, management or maintenance of
the Real Property, FF&E, Supplies or Tradenames, except for those Service Contracts, Leases, Warranties and FF&E Leases disclosed on Exhibit C or to be delivered to Buyer pursuant to Section 3.1. The Service Contracts, Leases,
Warranties and FF&E Leases disclosed on Exhibit C or to be delivered to Buyer pursuant to Section 3.1 are in full force and effect, and no default has occurred and is continuing thereunder and no circumstances exist which, with the
giving of notice, the lapse of time or both, would constitute such a default. No party has any right or option to acquire the Hotel or any portion thereof, other than Buyer. 
  

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 (e) Pending Claims. There are no: (i) claims, demands, litigation,
proceedings or governmental investigations pending or, to Seller’s or Indemnitor’s knowledge, threatened against Seller, Indemnitor, the Existing Manager or any Affiliate of any of them (collectively, “Seller Parties”) or related
to the business or assets of the Hotel, except as set forth on Exhibit F attached hereto and incorporated herein by reference, (ii) special assessments or extraordinary taxes except as set forth in the Title Commitment or
(iii) pending or threatened condemnation or eminent domain proceedings which would affect the Property or any part thereof. There are no: pending arbitration proceedings or unsatisfied arbitration awards, or judicial proceedings or orders
respecting awards, which might become a lien on the Property or any portion thereof, pending unfair labor practice charges or complaints, unsatisfied unfair labor practice orders or judicial proceedings or orders with respect thereto, pending
charges or complaints with or by city, state or federal civil or human rights agencies, unremedied orders by such agencies or 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 or Indemnitor’s knowledge, threatened litigation claims, charges, complaints, petitions or unsatisfied orders by or before any
administrative agency or court which affect the Hotel or might become a lien on the Hotel (collectively, the “Pending Claims”). 
 (f) Environmental. With respect to environmental matters, to Seller’s and Indemnitor’s knowledge: (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from
or in the area of the Real Property, except as disclosed in the reports and documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Real 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 Real Property in strict
accordance with applicable Environmental Requirements and do not exceed limits permitted under applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real
Property or any portion thereof, (iv) no environmental investigation, administrative order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or, to the
knowledge of Seller or Indemnitor, threatened, (v) other than as set forth in Schedule 7.1(f) attached hereto and incorporated herein by this reference, there is not currently and never has been any mold, fungal or other microbial growth in or
on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or material costs or expenses to remediate the
mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or other documentation regarding the environmental
condition of the Real Property in the possession of Seller or Seller’s Affiliates, consultants, contractors or agents. As used in this Contract: “Hazardous Materials” means (1) “hazardous wastes” as defined by the
Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), (2) “hazardous substances” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. 9601
et seq.), as amended by the Superfund Amendment and Reauthorization Act of 1986 and as otherwise amended from time to time (“CERCLA”); (3) “toxic substances” as defined by the Toxic Substances Control Act, as
amended from time to time (“TSCA”), (4) “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended from time to time (“HMTA”), (5) asbestos, oil or other petroleum products,
radioactive materials, urea formaldehyde foam insulation, radon gas and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls and (6) any substance whose presence is detrimental or hazardous to
health or the environment, including, without limitation, microbial or fungal matter or mold, or is otherwise regulated by federal, state and local environmental laws (including, without limitation, RCRA, CERCLA, TSCA, HMTA), rules, regulations and
orders, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or environmental, health or safety compliance (collectively, “Environmental Requirements”). As used in this Contract:
“Release” means spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing. 
  

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 (g) Title and Liens. Except for Seller Liens to be released at Closing, Seller has
good and marketable fee simple absolute title to the Real Property, subject only to the Permitted Exceptions. Except for the FF&E subject to the FF&E Leases and any applicable Permitted Exceptions, Seller has good and marketable title to the
Personal Property, free and clear of all liens, claims, encumbrances or other rights whatsoever (other than the Seller Liens to be released at Closing), and there are no other liens, claims, encumbrances or other rights pending or, to Seller’s
or Indemnitor’s knowledge, threatened or of which any Seller Party has received notice or which are otherwise known to any Seller Party related to any other Personal Property. 
 (h) Utilities. All appropriate utilities, including sanitary and storm sewers, water, gas, telephone, cable and electricity, are
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. To the knowledge and belief of Seller and Indemnitor, the Property complies 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 knowledge of Seller and Indemnitor, Seller has received all licenses, permits and
approvals required or needed for the lawful conduct, occupancy and operation of the business of the Hotel, and each license and permit is in full force and effect, and will be received and in full force and effect as of the Closing. To the knowledge
of Seller and Indemnitor, no licenses, permits or approvals necessary for the lawful conduct, occupancy or operation of the business of the Hotel require any approval of a governmental authority for transfer of the Property except as set forth in
Exhibit D. 
 (j) Financial Statements. With respect to the period beginning January 1, 2005, and
continuing to the date of this Contract, Seller has delivered copies of all (i) Financial Statements for the Hotel (provided however that budgets for the Hotel shall only be delivered to the extent applicable to the current year),
(ii) operating statements prepared by the Existing Manager for the Hotel, (iii) monthly financial statements prepared by the Existing Manager for the Hotel, and (iv) all other financial statements (including income, expenses and
property statements) generated by Seller or any third party with respect to the operation of the Hotel. Each of such statements is 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. There are no 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 Existing Manager. 
 (k) Employees. All employees employed at the Hotel are the employees of either the Existing Manager or the Seller. There are, to Seller’s knowledge, no (i) unions organized at the Hotel, (ii) union organizing attempts,
strikes, organized work stoppages or slow downs, or any other labor disputes pending or threatened with respect to any of the employees at the Hotel, or (iii) collective bargaining or other labor agreements to which Seller or the Existing
Manager or the Hotel is bound with respect to any employees employed at the Hotel. 
 (l) Operations. The Hotel has at
all times been operated by Existing Manager in accordance with all applicable laws, rules, regulations, ordinances and codes. 
 (m) Existing Management and Franchise Agreements. Seller has furnished to Buyer true and complete copies of the Existing Management Agreement and the Existing Franchise Agreement, which constitute the entire agreement of the parties
with respect to the subject matter thereof and which have not been amended or supplemented in any respect. There are no other management agreements, franchise agreements, license agreements or similar agreements for the operation or management of
the Hotel or relating to the Brand, to which Seller is a party or which are binding upon the Property, except for the Existing Management Agreement and the Existing Franchise Agreement. To the best of Seller’s and Indemnitor’s knowledge,
the Improvements comply with, and the Hotel is being operated in accordance with, all requirements of such 

  

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Existing Management Agreement and the Existing Franchise Agreement and all other requirements of the Existing Manager and the Franchisor, including all
“brand standard” requirements of the Existing Manager and 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, if applicable, as provided in Article V hereof. To the best of Seller’s knowledge, no default by Seller has occurred that has not been cured and, to the best
of Seller’s knowledge none is continuing under the Existing Management Agreement or the Existing Franchise Agreement, and Seller has received no notice of default from Existing Manager or Franchisor thereunder, and no circumstances exist which,
with the giving of notice, the lapse of time or both, would constitute such a default, and, to Seller’s knowledge, no default by the Existing Manager or the Franchisor has occurred and is continuing under the Existing Management Agreement or
the Existing Franchise Agreement, and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default. 
 (n) Construction of Hotel. 
 (i) To the best of Seller’s knowledge, the Hotel has
been constructed in a good and workmanlike manner without encroachments and in accordance in all material respects with the Contracts, Plans and Specs, and all building permits and certificates of occupancy therefor and all applicable zoning,
platting, subdivision, health, safety and similar laws, rules, regulations, ordinances and codes. 
 (ii) To the best of
Seller’s knowledge, the Personal Property is in good condition and operating order. 
 (iii) Necessary easements for
ingress and egress, drainage, signage and utilities serving the Hotel have either been dedicated to the public, conveyed to the appropriate utility provider or will be conveyed to Buyer along with the Property. 
 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 two (2) years and shall not be deemed to merge into or be waived by any Seller’s Deed or
any other closing documents. 
  

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 ARTICLE VIII 
 ADDITIONAL COVENANTS 
 8.1 Subsequent Developments. After the date of this Contract and until
the Closing Date, Seller shall use best efforts to keep Buyer fully informed of all subsequent developments of which Seller has knowledge (“Subsequent Developments”) which would cause any of Seller’s representations or warranties
contained in this Contract to be no longer accurate in any material respect. 
 8.2 Operations. From and after the date hereof through
the Closing on the Property Seller shall comply with the Existing 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 to preserve its relations with guests, suppliers and other parties doing business with Seller with respect to the Hotel, (ii) accepting booking contracts for the use of the Hotel’s facilities retaining such
bookings in accordance with the terms of the Existing Management Agreement and the Existing Franchise Agreement, (iii) maintaining the current level of advertising and other promotional activities for the Hotel’s facilities,
(iv) maintaining the present level of insurance with respect to the Hotel in full force and effect until the Closing Date for the Hotel and (v) remaining in compliance in all material respects with all current Licenses; 
 (b) Keep, observe, and perform in all material respects all its obligations under and pursuant to the Leases, the Service Contracts, the
FF&E Leases, the Existing Management Agreement, the Existing Franchise Agreement, the Contracts, Plans and Specs, the Warranties and all other applicable contractual arrangements relating to the Hotel; 
 (c) Not cause or permit the removal of FF&E from the Hotel except for the purpose of discarding worn and valueless items that have
been replaced with FF&E of equal or better quality; timely make all repairs, maintenance, and replacements to keep all FF&E and all other Personal Property and all Real Property in good operating condition; keep and maintain the Hotel in a
good state of repair and condition, reasonable and ordinary wear and tear excepted; and not commit waste of any portion of the Hotel; 
 (d) Maintain the levels and quality of the Personal Property generally at the levels and quality existing on the date hereof and keep merchandise, supplies and inventory adequately stocked, consistent with good
business practice, as if the sale of the Hotel hereunder were not to occur, including, without limitation, maintaining linens and bath towels at least at a 2-par level for all suites or rooms of the Hotel; 
 (e) Advise Buyer promptly of any litigation, arbitration, or administrative hearing before any court or governmental agency concerning or
affecting the Hotel which is instituted or threatened after the date of this Contract or if any representation or warranty contained in this Contract shall become false; 
 (f) Not take, or purposefully omit to take, any action that would have the effect of violating any of the representations, warranties,
covenants or agreements of Seller contained in this Contract; 
 (g) Pay or cause to be paid all taxes, assessments and other
impositions levied or assessed on the Hotel or any part thereof prior to the delinquency date, and comply with all federal, state, and municipal laws, ordinances, regulations and orders relating to the Hotel; 
 (h) Not sell or assign, or enter into any agreement to sell or assign, or create or permit to exist any lien or encumbrance (other than a
Permitted Exception) on, the Property or any portion thereof; and 
 (i) Not allow any permit, receipt, license, franchise or
right currently in existence with respect to the operation, use, occupancy or maintenance of the Hotel to expire, be canceled or otherwise terminated. 
  

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 Seller shall promptly furnish to Buyer copies of all new, amended or extended FF&E Leases, Service
Contracts, Leases and other contracts or agreements (other than routine hotel room bookings entered into in the ordinary course of business) relating to the Hotel and entered into by the Existing Manager prior to Closing. Buyer shall have the right
to extend the Review Period for a period of five (5) Business Days in order to review any of the foregoing that are not received by Buyer at least five (5) Business Days prior to the expiration of the Review Period. Seller shall not,
without first obtaining the written approval of Buyer, which approval shall not be unreasonably withheld, enter into any new FF&E Leases, Service Contracts, Leases or other contracts or agreements related to the Hotel, or extend any existing
such agreements, unless such agreements (x) can be terminated, without penalty, upon thirty (30) days’ prior notice or (y) will expire prior to the Closing Date. 
 8.3 Third Party Consents. Prior to the Closing Date, Seller shall, at Seller’s expense, (i) obtain any and all third party consents and
approvals (x) required in order to transfer the Hotel to Buyer, or (y) which, if not obtained, would materially adversely affect the operation of the Hotel, including, without limitation, all consents and approvals referred to on
Exhibit D and (ii) use best efforts to obtain all other third party consents and approvals (all of such consents and approvals in (i) and (ii) above being referred to collectively as, the “Third Party Consents”).

 8.4 Employees. Upon reasonable prior notice to Seller by Buyer after January 3, 2005, Buyer and its employees, representatives
and agents shall have the right to communicate with Seller’s staff, the Hotel staff and the Existing 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. Buyer shall not interfere with the operations of the Hotel while engaging in such communication in a manner that materially adversely affects the operation of the Property or the Existing
Management Agreement. 
 8.5 Estoppel Certificates. Seller shall obtain from (i) each tenant under any Lease affecting the Hotel
(but not from current or prospective occupants of hotel rooms and suites within the Hotel) and (ii) each lessor under each FF&E Lease for the Hotel identified by Buyer as a material FF&E Lease, the estoppel certificates substantially in
the forms provided by Buyer to Seller during the Review Period, and deliver to Buyer not less than five (5) days before the Closing. 
 8.6 Access to Financial Information. Buyer’s representatives shall have access to, and Seller and its Affiliates shall cooperate with Buyer and furnish upon request, all financial and other information relating to the
Hotel’s operations to the extent necessary to enable Buyer’s representatives to prepare audited financial statements in conformity with Regulation S-X of the Securities and Exchange Commission (the “SEC”) and other applicable
rules and regulations of the SEC and to enable them to prepare a registration statement, report or disclosure statement for filing with the SEC on behalf of Buyer or its Affiliates, whether before or after Closing and regardless of whether such
information is included in the Records to be transferred to Buyer hereunder. Seller shall also provide to Buyer’s representative a signed representation letter in form and substance reasonably acceptable to Seller sufficient to enable an
independent public accountant to render an opinion on the financial statements related to the Hotel. Buyer will reimburse Seller for costs reasonably incurred by Seller to comply with the requirements of the preceding sentence to the extent that
Seller is required to incur costs not in the ordinary course of business for third parties to provide such representation letter. The provisions of this Section shall survive Closing or termination of this Contract. 
 8.7 Bulk Sales. At Seller’s risk and expense, Seller shall take all steps necessary to comply with the requirements of a transferor under all
bulk transfer laws, if any, that are applicable to the transactions contemplated by this Contract. 
 8.8 Indemnification. If the
transactions contemplated by this Contract are consummated as provided herein: 
 (a) Indemnification of Buyer. Without
in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach 

  

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hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses,
judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several,
arising out of or relating to: 
 (i) any claim made or asserted against Buyer or any of the Property by a creditor of Seller,
including any claims based on or alleging a violation of any bulk sales act or other similar laws; 
 (ii) the breach of any
representation, warranty, covenant or agreement of Seller contained in this Contract; 
 (iii) any liability or obligation of
Seller not expressly assumed by Buyer pursuant to this Contract; 
 (iv) any claim made or asserted by an employee of Seller
arising out of Seller’s decision to sell the Property; and 
 (v) the conduct and operation by or on behalf of Seller of
the Hotel or the ownership, use or operation of the Property prior to Closing. 
 (b) Indemnification of Seller.
Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Seller for a breach hereof, Buyer hereby agrees, with respect to this Contract, to indemnify, defend and
hold harmless Seller from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or
unknown, absolute or contingent, joint or several, arising out of or relating to: 
 (i) the breach of any representation,
warranty, covenant or agreement of Buyer contained in this Contract; 
 (ii) the conduct and operation by Buyer of its
business at the Hotel after the Closing; and 
 (iii) any liability or obligation of Buyer expressly assumed by Buyer at
Closing. 
 (c) Indemnification Procedure for Claims of Third Parties. Indemnification, with respect to claims
resulting from the assertion of liability by those not parties to this Contract (including governmental claims for penalties, fines and assessments), shall be subject to the following terms and conditions: 
 (i) The party seeking indemnification (the “Indemnified Party”) shall give prompt written notice to the party or parties from
which it is seeking indemnification (the “Indemnifying Party”) of any assertion of liability by a third party which might give rise to a claim for indemnification based on the foregoing provisions of this Section 8.8, which notice
shall state the nature and basis of the assertion and the amount thereof, to the extent known; provided, however, that no delay on the part of the Indemnified Party in giving notice shall relieve the Indemnifying Party of any obligation to indemnify
unless (and then solely to the extent that) the Indemnifying Party is prejudiced by such delay. 
 (ii) If in any action, suit
or proceeding (a “Legal Action”) the relief sought is solely the payment of money damages, and if the Indemnifying Party specifically agrees in writing to indemnify such Indemnified Party with respect thereto and demonstrates to the
reasonable satisfaction of such Indemnified Party its financial ability to do so, the Indemnifying Party shall have the right, commencing thirty (30) days after such notice, at its option, to elect to settle, compromise or defend, pursuant to
this paragraph, by its own counsel and at its own expense, any such Legal Action involving such Indemnified Party’s asserted liability. If the Indemnifying Party does not undertake to settle, compromise or defend any such Legal Action, such
settlement, compromise or defense shall be conducted in the sole discretion of such Indemnified Party, but such Indemnified Party shall provide the Indemnifying Party with such information concerning such settlement, compromise or defense as the
Indemnifying Party may reasonably request from time to time. If the Indemnifying Party undertakes to settle, compromise or defend any such asserted liability, it shall notify such Indemnified Party in writing of its intention to do so within thirty
(30) days of notice from such Indemnified Party provided above. 
  

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 (iii) Notwithstanding the provisions of the previous subsection of this Contract, until
the Indemnifying Party shall have assumed the defense of the Legal Action, the defense shall be handled by the Indemnified Party. Furthermore, (x) if the Indemnified Party shall have reasonably concluded that there are likely to be defenses
available to it that are different from or in addition to those available to the Indemnifying Party; (y) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (z) if a judgment against
Buyer, as the Indemnified Party, in the Legal Action will, in the good faith opinion of Buyer, establish a custom or precedent which will be adverse to the best interest of the continuing business of the Hotel, the Indemnifying Party, shall not be
entitled to assume the defense of the Legal Action and the defense shall be handled by the Indemnified Party, provided that, in the case of clause (z), the Indemnifying Party shall have the right to approve legal counsel selected by the Indemnified
Party, such approval not to be unreasonably withheld, delayed or conditioned. If the defense of the Legal Action is handled by the Indemnified Party under the provisions of this subsection, the Indemnifying Party shall pay all legal and other
expenses reasonably incurred by the Indemnified Party in conducting such defense. 
 (iv) In any Legal Action initiated by a
third party and defended by the Indemnified Party (w) the Indemnified Party shall have the right to be represented by advisory counsel and accountants, at its own expense, (x) the Indemnifying Party shall keep the Indemnified Party fully
informed as to the status of such Legal Action at all stages thereof, whether or not the Indemnified Party is represented by its own counsel, (y) the Indemnifying Party shall make available to the Indemnified Party and its attorneys, accounts
and other representatives, all books and records of Seller relating to such Legal Action and (z) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of such
Legal Action. 
 (v) In any Legal Action initiated by a third party and defended by the Indemnifying Party, the Indemnifying
Party shall not make settlement of any claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold
consent to a settlement involving injunctive or other equitable relief against Buyer or its respective assets, employees, Affiliates or business, or relief which Buyer reasonably believes could establish a custom or precedent which will be adverse
to the best interests of its continuing business. 
 8.9 Seller’s Acquisition of CD. To secure the timely payment of any expenses
related to the operation of the Hotel prior to Closing, the Seller shall purchase from the Thomasville National Bank in Thomasville, Georgia, at or prior to the Closing and Seller’s receipt of the Purchase Price less any adjustments authorized
by this Contract, a $200,000 certificate of deposit with a term of one hundred eighty (180) days, issued to Seller and which shall otherwise be satisfactory in form and substance to Seller and Buyer (the “CD”). The purchase of the CD
shall be established at Closing and shall be a condition to Buyer’s obligations under this Contract. If no claims have been asserted by Buyer against Seller, or all such claims have been satisfied, within such 180-day period, Seller shall be
entitled to “cash in” the CD. 
 8.10 Liquor Licenses. As a condition to Buyer’s obligations under this Contract,
(i) Manager or an Affiliate thereof approved by Buyer shall have or shall have obtained all liquor licenses and alcoholic beverage licenses 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 a right to use such Liquor Licenses, (ii) if permitted under the laws of the jurisdiction in which the Hotel is located, the Manager
shall execute and file any and all necessary forms, applications and other documents (and Seller and Existing Manager 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 shall be in full force and effect upon completion of Closing. 
 8.11
Access to Financial Information. Buyer’s representatives shall have access to, and Seller and its Affiliates shall cooperate with Buyer and furnish upon request, all financial and other information relating to the 

  

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Hotel to the extent necessary to enable Buyer’s representatives to prepare audited financial statements in conformity with Regulation S-X of the
Securities and Exchange Commission (the “SEC”) and other applicable rules and regulations of the SEC and to enable them to prepare a registration statement, report or disclosure statement for filing with the SEC on behalf of Buyer or its
Affiliates, whether before or after Closing and regardless of whether such information is included in the Records to be transferred to Buyer hereunder. Seller shall also provide to Buyer’s representative a signed representation letter in form
and substance reasonably acceptable to Seller sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Hotel. Buyer will reimburse Seller for costs reasonably incurred by Seller to comply
with the requirements of the preceding sentence to the extent that Seller is required to incur costs not in the ordinary course of business for third parties to provide such representation letter. The provisions of this Section shall survive Closing
or termination of this Contract. 
 ARTICLE IX 
 CONDITIONS FOR CLOSING 
 9.1 Buyer’s Conditions for Closing. Unless otherwise waived in
writing, and without prejudice to Buyer’s right to cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to
strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set
forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract (other than any such failure resulting from Seller’s default for which Buyer shall have the remedies set forth in
Section 14.2 and 14.3), which condition is not waived in writing by Buyer, Buyer shall have the right at its option to declare this Contract terminated, in which case the Earnest Money Deposit and any interest thereon shall be immediately
returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract. 
 (a) All of Seller’s representations and warranties contained in or made pursuant to this Contract shall be true and correct in all
material respects as if made again on the Closing Date. 
 (b) Buyer shall have received all of the instruments and
conveyances listed in Section 10.2. 
 (c) Seller shall have performed, observed and complied in all material respects
with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Seller, as and when required hereunder. 
 (d) All Liquor Licenses shall be in full force and effect and shall remain in full force and effect following Closing and shall have been
or shall be transferred to, or new Liquor Licenses issued to, the Manager or an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. 
 (e) Third Party Consents in form and substance satisfactory to Buyer shall have been obtained and furnished to Buyer. 
 (f) The CD shall have been purchased in accordance with Section 8.9 of this Contract. 
 (g) At Buyer’s option, the Existing Management Agreement shall have been terminated and Buyer and the Manager shall have entered into
the New Management Agreement or the Existing Management Agreement shall have been assigned to Buyer upon terms and conditions acceptable to Buyer in its sole and absolute discretion. 
 (h) At Buyer’s option, the Existing Franchise Agreement shall have been terminated and Buyer and the Franchisor shall have entered
into the New Franchise Agreement or the Existing Franchise Agreement shall have been assigned to Buyer upon terms and conditions acceptable to Buyer in its sole and absolute discretion. 
  

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 9.2 Seller’s Conditions for Closing. Unless otherwise waived in writing, and without
prejudice to Seller’s right to cancel this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance
with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this
Section 9.2 (other than any such failure resulting from Buyer’s default for which Seller shall have the remedies set forth in Section 14.1 and 14.3), which condition is not waived in writing by Seller, Seller shall have the right at
its option to declare this Contract terminated and null and void, in which case the remaining Earnest Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to
the other, except as otherwise expressly provided herein. 
 (a) All of Buyer’s representations and warranties contained
in or made pursuant to this Contract shall be true and correct in all material respects as if made again on the Closing Date. 
 (b) Seller shall have received all of the money, instruments and conveyances listed in Section 10.3. 
 (c)
Buyer shall have performed, observed and complied in all material respects with all of the covenants, agreements, closing requirements and conditions required by this Contract to be performed, observed and complied with by Buyer, as and when
required hereunder. 
 ARTICLE X 
 CLOSING AND CONVEYANCE 
 10.1 Closing. Unless otherwise agreed by Buyer and Seller, the Closing on the Property shall
occur on the day that is fifteen (15) days after the expiration of the Review Period, subject to Sections 9.1 and 9.2 (provided however that no party to this Contract may delay Closing due to the failure of a condition set forth in this
Agreement, unless mutually agreed otherwise). The date on which the Closing is to occur as provided in this Section 10.1, or such other date as may be agreed upon by Buyer and Seller, is referred to in this Contract as the “Closing
Date” for the Property. The Closing shall be held at 10:00 a.m. at the offices of the Title Company, or as otherwise determined by Buyer and Seller. The Closing may be accomplished by timely wire transfer of monies and delivery by overnight
courier of required closing documents to the Title Company. Unless otherwise agreed by Buyer and Seller, the Closing on the Property shall occur together and in conjunction with the closing of the purchase and sale of the Hilton Garden Inn hotel in
Tallahassee, Florida, pursuant to that certain purchase contract between Buyer and Seller and dated of even date herewith. 
 10.2
Deliveries of Seller and Indemnitor. At Closing, Seller or Indemnitor, as applicable, 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 Statutory Warranty Deed conveying to Buyer fee simple title to the Real Property, subject only to the Permitted
Exceptions (the “Deed”). 
 (b) Bills of Sale. Bills of sale to Buyer and/or its designated Lessee, conveying
title to the tangible Personal Property (other than the alcoholic beverage inventories, which, at Buyer’s election, 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. At Buyer’s option, the termination of the Existing Management Agreement
and/or Existing Franchise Agreement or the assignment of the Existing Management Agreement and/or 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, 

  

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title and interest in all Property not conveyed by the Seller’s Deed or Bills of Sale, including all Records (provided however that Seller shall not be
required to deliver the originals of any such Records required by Seller, in its reasonable discretion, to be kept and maintained for its future tax, accounting and other purposes, but Seller shall deliver copies of all such Records to Buyer if so
requested at Closing or at any time thereafter), Warranties, Licenses, Tradenames, Contracts, Plans and Specs and all other intangible Personal Property applicable to the Hotel. 
 (e) FIRPTA; 1099. A FIRPTA Affidavit or Transferor’s Certificate of Non-Foreign Status as required by Section 1445 of the
Internal Revenue Code and an IRS Form 1099. 
 (f) Title Company Documents. All affidavits, gap indemnity agreements
and other documents reasonably required by the Title Company. At Buyer’s sole expense, Buyer shall have obtained an irrevocable commitment directly from the Title Company (or in the event the Title Company is not willing to issue said
irrevocable commitment, then from such other national title company as may be selected by either Buyer or Seller) for issuance of an Owner’s Policy of Title Insurance to Buyer insuring good and marketable fee simple absolute title to the Real
Property constituting part of the Property, subject only to the Permitted Exceptions in the amount of the Purchase Price. 
 (g) Possession; Estoppel Certificates. Possession of the Property, subject only to rights of guests in possession and tenants pursuant to written leases included in the Leases, and estoppel certificates from tenants under Leases and
the lessors under FF&E Leases in form and substance acceptable to Buyer. 
 (h) Vehicle Titles. The necessary
certificates of titles, if any, duly endorsed for transfer together with any required affidavits and other documentation necessary for the transfer of title or assignment of leases from Seller to Buyer of any motor vehicles used in connection with
the Hotel’s operations. 
 (i) Authority Documents. Certified copy of resolutions of the Board of Directors of
Seller authorizing the sale of the Property contemplated by this Contract, and/or other evidence reasonably satisfactory to Buyer and the Title Company that the person or persons executing the closing documents on behalf of Seller have full right,
power and authority to do so, along with a certificate of good standing of Seller from the State in which the Property is located. 
 (j) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or delivered by Seller, reasonably required by Buyer or the Title Company, or customarily executed in the jurisdiction in which the Hotel
is located, to effectuate the conveyance of property similar to the Hotel, with the effect that, after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotel and Seller will no longer have
any rights, titles, or interests in and to the Hotel. 
 (k) Plans, Keys, Records, Etc. To the extent not previously
delivered to and in the possession of Buyer, all Contracts, Plans and Specs, all keys for the Hotel (which keys shall be properly tagged for identification), all Records, including, without limitation, all Warranties, Licenses, Leases, FF&E
Leases and Service Contracts for the Hotel. 
 (l) Closing Statements. Seller’s Closing Statement, and a
certificate confirming the truth of Seller’s representations and warranties hereunder as of the Closing Date. 
 (m)
Indemnification Agreement. At Closing, Indemnitor shall deliver to Buyer the Indemnification Agreement. 
 10.3 Buyer’s
Deliveries. At Closing of the Hotel, Buyer shall deliver the following: 
 (a) Purchase Price. The balance of the
Purchase Price, adjusted for the adjustments provided for in Section 12.1, below. 
 (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. 
  

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 (c) Miscellaneous. Such other instruments as are contemplated by this Contract to
be executed or delivered by Buyer, reasonably required by Seller or the Title Company, or customarily executed in the jurisdiction in which the Hotel is located, to effectuate the conveyance of property similar to the Hotel, with the effect that,
after the Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotel and Seller will no longer have any rights, titles, or interests in and to the Hotel. 
 (d) Closing Statements. Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and
warranties hereunder as of the Closing Date. 
 ARTICLE XI 
 COSTS 
 All Closing costs shall be paid as set forth below: 
 11.1 Seller’s Costs. In connection with the sale of the Property contemplated under this Contract, Seller shall be responsible for one-half
(1/2) of the documentary stamps (i.e., transfer taxes) required to be placed on the Deed, and all sales, use or bulk transfer taxes or like taxes, if any, on or in connection with the transfer of the Personal Property constituting part of the
Property pursuant to the Bill of Sale, in each case except as otherwise provided in Section 12, and all accrued taxes of Seller prior to Closing and income, sales and use taxes and other such taxes of Seller attributable to the sale of the
Property to Buyer. Seller shall be responsible for the fees and costs payable to the Existing Manager with respect to the termination of the Existing Management Agreement or the assignment of the Existing Management Agreement. Seller shall also be
responsible for the costs and expenses of its attorneys, accountants, appraisers and other professionals, consultants and representatives. Seller shall also be responsible for payment of all prepayment penalties and other amounts payable in
connection with the pay-off of any liens and/or indebtedness encumbering the Property. Seller shall be responsible for all costs incurred in connection with the PIP inspection and the preparation of the PIP Report. 
 11.2 Buyer’s Costs. In connection with the purchase of the Property contemplated under this Contract, Buyer shall be responsible for for
one-half (1/2) of the documentary stamps (i.e., transfer taxes) required to be placed on the Deed,, all costs in connection with either the transfer or termination of the Existing Franchise Agreement or the application for a New Franchise
Agreement (whichever option is selected by Buyer), 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 be responsible for all costs required to implement the requirements, if any, of the PIP Report. 
 ARTICLE XII 
 ADJUSTMENTS 
 12.1 Adjustments. Unless otherwise provided herein, at Closing, adjustments between the parties shall be made as of 12:01 a.m. on the Closing Date (the “Cutoff Time”), with the income and expenses
accrued prior to the Closing Date being allocated to Seller and the income and expenses accruing on and after the Closing Date being allocated to Buyer, all as set forth below. All of such adjustments and allocations shall be made in cash at Closing
and shall be collected through and/or adjusted in accordance with the terms of 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 Seller shall request that the Existing Manager determine the apportionments, allocations, prorations and adjustments as of the Cutoff Time. 
  

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 (a) Taxes. All real estate taxes, personal property taxes, or any other taxes and
special assessments (special or otherwise) of any nature upon the Property levied, assessed or pending for the calendar year in which the Closing occurs (including the period prior to Closing, regardless of when due and payable) shall be prorated as
of the Cutoff Time and, if no tax bills or assessment statements for such calendar year are available, such amounts shall be estimated on the basis of the best available information for such taxes and assessments that will be due and payable on the
Hotel for the calendar year in which Closing occurs, with an adjustment between Buyer and Seller promptly after the actual tax bills and/or assessment statements become available. 
 (b) Utilities. All suppliers of utilities shall be instructed to read meters or otherwise determine the charges owing as of the
Closing Date for services prior thereto, which charges shall be allocated to Seller. Charges accruing after Closing shall be allocated to Buyer. If elected by Seller, Seller shall be given credit, and Buyer shall be charged, for any utility deposits
transferred to and received by Buyer at Closing. 
 (c) Income/Charges. All rents, income and charges receivable or
payable under any Leases and Hotel Contracts applicable to the Property, and any deposits, prepayments and receipts thereunder, shall be prorated between Buyer and Seller as of the Cutoff Time. 
 (d) Accounts. Seller shall be entitled to a credit (i.e., be paid by Buyer, in addition to the Purchase Price, at Closing) for all
working capital accounts, reserve accounts, Deposits and escrow accounts (including all FF&E accounts and PIP accounts) transferred at Closing to Buyer. 
 (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. 
 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 sixty
(60) days after the Closing Date. Upon the final reconciliation of the allocations and prorations under this Section, the party which 

  

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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 Existing Manager or the Seller. 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 Property to Buyer in accordance
with this Contract, all risk of loss to the Property (whether by casualty, condemnation or otherwise) shall be borne by Seller. In the event that (a) any loss or damage to the Hotel shall occur prior to the Closing Date as a result of fire or
other casualty, or (b) Seller receives notice that a governmental authority has initiated or threatened to initiate a condemnation proceeding affecting the Hotel, Seller shall give Buyer immediate written notice of such loss, damage or
condemnation proceeding (which notice shall include a certification of (i) the amounts of insurance coverages in effect with respect to the loss or damage and (ii) if known, the amount of the award to be received in such condemnation).

 13.2 Buyer’s Termination Right. If, prior to Closing and the delivery of possession of the Property to Buyer in accordance
with this Contract, (a) any condemnation proceeding shall be pending against a substantial portion of the Hotel or (b) there is any substantial casualty loss or damage to the Hotel, Buyer shall have the option to terminate this Contract,
provided Buyer delivers written notice to Seller of its election within twenty (20) days after the date Seller has delivered Buyer written notice of any such loss, damage or condemnation as provided above, and in such event, the Earnest Money
Deposit, and any interest thereon, shall be delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the other under this Contract. In the context of condemnation,
“substantial” shall mean condemnation of such portion of the Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and, in the
context of casualty loss or damage, “substantial” shall mean a loss or damage in excess of One Hundred Thousand and No/100 Dollars ($100,000.00) in value. 
 13.3 Procedure for Closing. If Buyer shall not timely elect to terminate this Contract under Section 13.2 above, or if the loss, damage or condemnation is not substantial, Seller agrees to pay to Buyer at
the Closing all insurance proceeds or condemnation awards which Seller has received as a result of the same, plus an amount equal to the insurance deductible, and assign to Buyer all insurance proceeds and condemnation awards payable as a result of
the same, in which event the Closing shall occur without Seller replacing or repairing such damage. In the case of damage or casualty, at Buyer’s election, Seller shall repair and restore the Property to its condition immediately prior to such
damage or casualty and shall assign to Buyer all excess insurance proceeds. 
  

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

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 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 East Main
Street
 Richmond, Virginia 23219
 Attention: Justin Knight,
President
 Fax No.: (804) 727-6350

		
	 with a copy to:
	  	 McGuireWoods LLP
 One James Center
 Richmond, Virginia 23219
 Attention: Charles L. Menges, Esq.
 Fax No.: (804) 698-2119

		
	 If to Seller or to Indemnitor:
	  	 SH Lodging, LLC
 c/o Scott Hotels
 P.O. Box 679
 Thomasville, Georgia 31799
 Attn: Cochran Scott
 Fax No.: (229) 225-1048

		
	 With a copy to:
	  	 Charles R. Gardner
 1300 Thomaswood Drive
 Tallahassee, Florida 32308
 Fax No.: (850) 422-3173


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

 ARTICLE XVI 
 MISCELLANEOUS 
 16.1 Performance. Time is of the essence in the performance and satisfaction of each and every
obligation and condition of this Contract. 
 16.2 Binding Effect; Assignment. This Contract shall be binding upon and shall inure to
the benefit of each of the parties hereto, their respective successors and assigns. 
 16.3 Entire Agreement. This Contract and the
Exhibits constitute the sole and entire agreement between Buyer and Seller with respect to the subject matter hereof. No modification of this Contract shall be binding unless signed by both Buyer and Seller. 
 16.4 Governing Law. The validity, construction, interpretation and performance of this Contract shall in all ways be governed and determined in
accordance with the laws of the Commonwealth of Virginia (without regard to conflicts of law principles). 
  

 25 








 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 Existing Manager, the Manager, Franchisor and the Title Company and except as necessitated by Buyer’s Due Diligence Examination and/or shadow
management, unless both Buyer and Seller agree in writing and as necessary to effectuate the transactions contemplated hereby and (ii) following Closing, the parties shall coordinate any public disclosure or release of information related to
the transactions contemplated by this Contract, and no such disclosure or release shall be made without the prior written consent of Buyer, and no press release shall be made without the prior written approval of Buyer and Seller. 
 16.7 Closing Documents. To the extent any Closing documents are not attached hereto at the time of execution of this Contract, Buyer and Seller
shall negotiate in good faith with respect to the form and content of such Closing documents prior to Closing. 
 16.8 Counterparts.
This Contract may be executed in counterparts by the parties hereto, and by facsimile signature, and each shall be considered an original and all of which shall constitute one and the same agreement. 
 16.9 Severability. If any provision of this Contract shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid or
unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Contract but shall be confined in its operation to the provision or provisions hereof directly involved in the controversy in which such judgment shall have
been rendered, and this Contract shall be construed as if such provision had never existed, unless such construction would operate as an undue hardship on Seller or Buyer or would constitute a substantial deviation from the general intent of the
parties as reflected in this Contract. 
 16.10 Interpretation. For purposes of construing the provisions of this Contract, the
singular shall be deemed to include the plural and vice versa and the use of any gender shall include the use of any other gender, as the context may require. 
 16. 11( Intentionally Omitted) 
 16.12 Further Acts. In addition to the acts, deeds, instruments and
agreements recited herein and contemplated to be performed, executed and delivered by Buyer and Seller, Buyer and Seller shall perform, execute and deliver or cause to be performed, executed and delivered at the Closing or after the Closing, any and
all further acts, deeds, instruments and agreements and provide such further assurances as the other party or the Title Company may reasonably require to consummate the transaction contemplated hereunder. 
 16.13 Joint and Several Obligations. If Seller consists of more than one person or entity, each such person or entity shall be jointly and
severally liable with respect to the obligations of Seller under this Contract. 
 16. 14( Intentionally Omitted) 
  

 26 








 ARTICLE XVII 
 JOINDER BY INDEMNITOR 
 17.1 Indemnification by Indemnitor. Indemnitor hereby covenants and
agrees that: 
 (a) Indemnitor is and shall be jointly and severally liable with Seller for the performance of all of
Seller’s obligations and liabilities under this Contract and all documents and instruments executed in connection therewith, including, without limitation, all of Seller’s obligations and liabilities that survive Closing; 
 (b) The obligations of Indemnitor hereunder shall not be limited, diminished or impaired in any way by virtue of any right or remedy Buyer
may have against Seller under this Contract or by virtue of any other provision of this Contract; 
 (c) Buyer shall not be
obligated to proceed first against Seller before resorting to Indemnitor under this Article XVII for payment and performance; 
 Indemnification claims and procedures with respect to the indemnification obligations of Indemnitor under this Article XVII shall be consistent with those provided for in Section 8.8(c) of this Contract. Seller shall cause Indemnitor
to provide, and Indemnitor shall provide, at Closing an indemnification agreement in form and substance satisfactory in form and substance to Buyer with respect to the foregoing indemnifications (the “Indemnification Agreement”), which
shall be a condition to Buyer’s obligation to close under this Contract. Except as provided in this Contract, the covenants, agreements, representations and warranties of Indemnitor set forth in this Article XVII shall be continuing, and shall
not be deemed to merge into or be waived by the Deed or other closing documents and shall survive Closing on the Hotel Property. 
 [Signatures Begin on Following Page] 
  

 27 








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

			
	SELLER:
	
	SH LODGING LLC, a Georgia limited liability company
		
	 By:
	 	 /s/    COCHRAN
SCOTT        

	Name:	 	 Cochran Scott
 President

	Title:	 


  

			
	BUYER:
	
	APPLE HOSPITALITY EIGHT, INC., a Virginia corporation
		
	 By:
	 	 /s/    JUSTIN G.
KNIGHT        

	Name:	 	 Justin G. Knight
 President

	Title:	 


  

			
	INDEMNITOR:
	
	SCOTT HOTELS, INC., a Georgia corporation
		
	 By:
	 	 /s/    COCHRAN
SCOTT        

	Name:	 	 Cochran Scott
 President

	Title:	 


  

 28 








 EXHIBIT A 
 LEGAL DESCRIPTION 
 From the Southeast corner of the Southwest 1/4 of the Northeast 1/4 of Section 29, Township
19 South, Range 30 East, Seminole County, Florida, run North 0 degrees 10’56” West along the East line of said Southwest 1/4, 748.36 feet, thence run West 549.30 feet to the Easterly Right of Way line of Oregon Avenue for a Point of
Beginning, thence run South 40 degrees 12’09” West a distance of 340 feet along said Easterly Right of Way, thence run South 49 degrees 47’51” East perpendicular to said Right of Way a distance of 332.47 feet, thence run North 16
degrees 02’57” East a distance of 372.62 feet, thence run North 49 degrees 47’51” West a distance of 180.00 feet to the Point of Beginning. 
  

 29 








 EXHIBIT B 
 LIST OF FF&E 
  

 30 








 EXHIBIT C 
 LIST OF HOTEL CONTRACTS, IF ANY 
 EXHIBIT C-1—Seller’s Hotel Contracts 
 EXHIBIT C-2—Other Hotel Contracts 
  

 31 








 EXHIBIT D 
 CONSENTS AND APPROVALS, IF ANY 
  

	A.	Consents Under Hotel Contracts 

  

	B.	Consents Under Other Contracts 

  

	C.	Governmental Approvals and Consents 

  

 32 








 EXHIBIT E 
 ENVIRONMENTAL REPORTS, IF ANY 
  

 33 








 EXHIBIT F 
 CLAIMS OR LITIGATION PENDING 
  

 34 








 EXHIBIT G 
 ESCROW AGREEMENT 
 THIS ESCROW AGREEMENT (this “Agreement”) made the
    day of             , 2008 by and among SH LODGING LLC, a Georgia limited liability company (“Seller”), APPLE EIGHT HOSPITALITY OWNERSHIP, INC., a Virginia
corporation, or its assigns (“Buyer”), SCOTT HOTELS, INC., a Georgia corporation (“Indemnitor”), and LANDAMERICA AMERICAN TITLE COMPANY (“Escrow Agent”). 
 R E C I T A L S 
 WHEREAS, pursuant to the provisions of Section 2.5 of
that certain Purchase Contract dated             (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 

  

 35 








 
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 

  

 36 








 
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 or Indemnitor, to:
		
		  	SH LODGING LLC
		  	c/o Scott Hotels
		  	P.O. Box 679
		  	Thomasville, Georgia 31799
		  	Attn: Cochran Scott
		  	Fax No.: (229) 225-1048

  

			
		  	with a copy to:
		
		  	Charles R. Gardner
		  	1300 Thomaswood Drive
		  	Tallahassee, Florida 32308
		  	 Fax No.: (850) 422-3173


  

			
	 (ii)
	  	If addressed to Buyer, to:
		
		  	Apple Eight Hospitality Ownership, Inc.
		  	814 East Main Street
		  	Richmond, Virginia 23219
		  	 Attn: Justin Knight, President

		  	Fax No.: (804) 727-6350

  

			
		
		  	with a copy to:
		
		  	McGuireWoods LLP
		  	One James Center
		  	Richmond, Virginia 23219
		  	Attn: Charles L. Menges
		  	Fax No.: (804) 698-2119

  

			
		
	(iii)	  	If addressed to Escrow Agent, to:
		
		  	LandAmerica American Title Company
		  	8201 Preston Road, Suite 280
		  	Dallas, Texas 75225 Dallas
		  	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. 
  

 37 








 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. 
 [Signature on Next
Page] 
  

 38 








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

			
	SELLER:
	
	SH LODGING LLC
		
	By:	 	
	Name:	 	
	Title:	 	


  

			
	
	BUYER:
	
	 APPLE EIGHT HOSPITALITY OWNERSHIP,
 INC.

		
	 By:
	 	
	 Name:
	 	
	 Title:
	 	


  

			
	
	ESCROW AGENT:
	
	 LANDAMERICA AMERICAN TITLE
 COMPANY

		
	 By:
	 	
	 Name:
	 	
	 Title:
	 	


  

			
	
	INDEMNITOR:
	
	 SCOTT HOTELS, INC.

	 By:
	 	
	 Name:
	 	
	 Title:
	 	


  

 39 








 EXHIBIT H 
 LIST OF UNREIMBURSED FF&E 
  

 40 








 EXHIBIT I 
 EXCLUDED ASSETS 
  

 41 








 Schedule 3.1 
  

	1.	Facilities Information Checklist 

  

	2.	Real Estate and Tangible Personal Property Tax Statements for the years              

  

	3.	Monthly Utility Statements for the Hotel for the year              

  

	4.	Franchise Agreement 

  

	5.	Policy of Title Insurance 

  

	6.	Income Statements by month for the Hotel for             through
             

  

	7.	Pre-Audit Environmental Screening Inspection dated              

  

 42 








 Schedule 7.1(f) 
  

 43