Exhibit 10.64



 Exhibit 10.64 
 ROCHESTER, MINNESOTA 
 (Hampton Inn & Suites) 
 PURCHASE CONTRACT 
 between 

 VIKING FUND ROCHESTER (MN), LLC (“SELLER”) 
 AND 
 APPLE EIGHT HOSPITALITY OWNERSHIP, INC. (“BUYER”) 
 Dated: January 25, 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
	  	7
	 2.5
	  	 Earnest Money Deposit
	  	7
			
	 ARTICLE III
	  	 REVIEW PERIOD
	  	7
	 3.1
	  	 Review Period
	  	7
	 3.2
	  	 Due Diligence Examination
	  	8
	 3.3
	  	 Restoration
	  	8
			
	 ARTICLE IV
	  	 SURVEY AND TITLE APPROVAL
	  	9
	 4.1
	  	 Survey
	  	9
	 4.2
	  	 Title
	  	9
	 4.3
	  	 Survey or Title Objections
	  	9
			
	 ARTICLE V
	  	 TERMINATION OF MANAGEMENT AGREEMENT
	  	10
			
	 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
	  	 Construction of Hotel
	  	14
	 8.3
	  	 Plans and Specifications
	  	14
	 8.4
	  	 Commencement of Construction; Substantial Completion
	  	14
	 8.5
	  	 Inspections
	  	14
	 8.6
	  	 Punch List
	  	14
	 8.7
	  	 Pre-Opening Program
	  	15
	 8.8
	  	 Construction Warranty
	  	15
	 8.9
	  	 Other Obligations of Seller Before Closing
	  	15
	 8.10
	  	 Third Party Consents
	  	16
	 8.11
	  	 Access to Financial Information
	  	16
	 8.12
	  	 Bulk Sales
	  	16
	 8.13
	  	 Indemnification
	  	16
	 8.14
	  	 Escrow Funds
	  	18
	 8.15
	  	 Liquor License
	  	18
			
	 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
	  	20
	 10.1
	  	 Closing
	  	20
	 10.2
	  	 Deliveries of Seller
	  	20
	 10.3
	  	 Buyer’s Deliveries
	  	21

  

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	 	  	 	  	Page No.
	 ARTICLE XI
	  	 COSTS
	  	22
	 11.1
	  	 Seller’s Costs
	  	22
	 11.2
	  	 Buyer’s Costs
	  	22
			
	 ARTICLE XII
	  	 ADJUSTMENTS
	  	23
	 12.1
	  	 Adjustments
	  	23
	 12.2
	  	 Reconciliation and Final Payment
	  	23
	 12.3
	  	 Employees
	  	24
			
	 ARTICLE XIII
	  	 CASUALTY AND CONDEMNATION
	  	24
	 13.1
	  	 Risk of Loss; Notice
	  	24
	 13.2
	  	 Buyer’s Termination Right
	  	24
	 13.3
	  	 Procedure for Closing
	  	24
			
	 ARTICLE XIV
	  	 DEFAULT REMEDIES
	  	25
	 14.1
	  	 Buyer Default
	  	25
	 14.2
	  	 Seller Default
	  	25
	 14.3
	  	 Non-Closing Defaults/Breaches
	  	25
	 14.4
	  	 Attorney’s Fees
	  	25
			
	 ARTICLE XV
	  	 NOTICES
	  	26
			
	 ARTICLE XVI
	  	 MISCELLANEOUS
	  	26
	 16.1
	  	 Performance
	  	26
	 16.2
	  	 Binding Effect; Assignment
	  	26
	 16.3
	  	 Entire Agreement
	  	26
	 16.4
	  	 Governing Law
	  	27
	 16.5
	  	 Captions
	  	27
	 16.6
	  	 Confidentiality
	  	27
	 16.7
	  	 Closing Documents
	  	27
	 16.8
	  	 Counterparts
	  	27
	 16.9
	  	 Severability
	  	27
	 16.10
	  	 Interpretation
	  	27
	 16.11
	  	 Survival
	  	27
	 16.12
	  	 Further Acts
	  	27
	 16.13
	  	 Joint and Several Obligations
	  	27
	 16.14
	  	 Notice of Proposed Listing
	  	28
			
	 SCHEDULES:
	  		  	

  

			
	 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
	  	 Construction Warranty

	 Exhibit I
	  	 Pre-Opening Budget


  

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 PURCHASE CONTRACT 
 This PURCHASE CONTRACT (this “Contract”) is made and entered into as of January 25, 2008, by and between VIKING FUND
ROCHESTER (MN), LLC, a Delaware limited liability company (“Seller”) with a principal office at 13760 Noel Rd., Suite 610, Dallas, Texas 75240, and APPLE EIGHT HOSPITALITY OWNERSHIP, INC., a Virginia corporation, with its
principal office at 814 East Main Street, Richmond, Virginia 23219, or its affiliates or assigns (“Buyer”). 
 RECITALS 
 A. Seller is the fee simple owner of the land located in the City of Rochester, County of Olmsted, Minnesota,
identified in on Exhibit A attached hereto and incorporated herein by reference. Seller owns an existing hotel on such land, or intends to construct a hotel on such land, containing 124 units (consisting of 86 rooms and 38 suites) operated or
to be operated as a “Hampton Inn & Suites” hotel. 
 B. Buyer is desirous of purchasing such land and such existing hotel,
or the hotel to be constructed thereon from Seller upon completion of the hotel, and Seller is desirous of selling such land and hotel to Buyer, for the purchase price and upon terms and conditions hereinafter set forth. 
 AGREEMENT: 
 NOW, THEREFORE, in
consideration of the foregoing Recitals, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 ARTICLE I 
 DEFINED TERMS

 1.1 Definitions. The following capitalized terms when used in this Contract shall have the meanings set forth below unless the
context otherwise requires: 
 “Affiliate” shall mean, with respect to Seller or Buyer, any other person or entity directly
or indirectly controlling (including but not limited to all directors and officers), controlled by or under direct or indirect common control with Seller or Buyer, as applicable. For purposes of the foregoing, a person or entity shall be deemed to
control another person or entity if it possesses, directly or indirectly, the power to direct or cause direction of the management and policies of such other person or entity, whether through the ownership of voting securities, by contract or
otherwise. 
 “Appurtenances” shall mean all rights, titles, and interests of 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. 
 “Architect” shall mean the architect for
the Hotel, TDI Associates, Inc. 
 “Brand” shall mean “Hampton Inn & Suites”, the hotel brand or
franchise under which the Hotel is operating, or will operate. 
 “Business Day” shall mean any day other than a Saturday,
Sunday or legal holiday in the Commonwealth of Virginia or the state in which the Real Property is located. 
  

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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. 
 “Construction Warranty” shall have the meaning set forth in Section 8.8. 
 “Contractor” shall mean the contractor for the Hotel, Henning Construction Company. 
 “Contracts, Plans and Specs” shall mean all construction and other contracts, plans, drawings, specifications, surveys, soil reports,
engineering reports, inspection reports, and other technical descriptions and reports in the possession or control of Seller at the time of mutual acceptance of this Agreement and those created during the term of this Contract. 
 “Deed” shall have the meaning set forth in Section 10.2(a). 
 “Deposits” shall mean, to the extent assignable, all prepaid rents and deposits, refundable security deposits and rental deposits, and
all other deposits for advance reservations, banquets or future services, made in connection with the use or occupancy of the Improvements; provided, however, that to the extent Seller has not received or does not hold all of the prepaid rents
and/or deposits attributable to the Leases related to the Property, Buyer shall be entitled to a credit against the cash portion of the Purchase Price allocable to the Property in an amount equal to the amount of the prepaid rents and/or deposits
attributable to the Leases transferred at the Closing of such Property, and provided further, that “Deposits” shall exclude (i) reserves for real property taxes and insurance, in each case, to the extent pro rated on the settlement
statement such that Buyer receives a credit for (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 8.14. 
 “Exception Documents” shall have the meaning set forth in Section 4.2. 
 “Existing Franchise Agreement” shall mean that certain franchise license agreement between the Seller and the Franchisor, granting
Seller a franchise to operate its Hotel under the Brand. 
 “Existing Management Agreement” shall mean that certain
management agreement dated             between Seller and Prism Hospitality, LP. 
 “FF&E” shall mean all tangible personal property and fixtures of any kind (other than personal property (i) owned by guests or tenants of the Hotel or other third parties or (ii) leased by Seller pursuant to
an FF&E Lease) attached to, or located upon and used in connection with the ownership, maintenance, use or operation of the Land or Improvements as of the date hereof (or acquired by Seller and so employed prior to Closing), 

  

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including, but not limited to, all furniture, fixtures, equipment, signs and related personal property; all heating, lighting, plumbing, drainage,
electrical, air conditioning, and other mechanical fixtures and equipment and systems; all elevators, and related motors and electrical equipment and systems; all hot water heaters, furnaces, heating controls, motors and equipment, all shelving and
partitions, all ventilating equipment, and all disposal equipment; all spa, health club and fitness equipment; all equipment used in connection with the use and/or maintenance of the guestrooms, restaurants, lounges, business centers, meeting rooms,
swimming pools, indoor and/or outdoor sports facilities and other common areas and recreational areas; all carpet, drapes, beds, furniture, televisions and other furnishings; all stoves, ovens, freezers, refrigerators, dishwashers, disposals,
kitchen equipment and utensils, tables, chairs, plates and other dishes, glasses, silverware, serving pieces and other restaurant and bar equipment, apparatus and utensils. A current list of FF&E is attached hereto as Exhibit B.

 “FF&E Leases” shall mean all leases of any FF&E and other contracts permitting the use of any FF&E at the
Improvements. 
 “Financial Statements” shall have the meaning set forth in Section 3.1(b). 
 “Franchise Agreement” shall mean the franchise license agreement, in form reasonably acceptable to Buyer, between Franchisor and Buyer.

 “Franchisor” shall mean Hilton Hotels or its affiliate. 
 “Hotel” shall mean the existing hotel, or hotel to be constructed, on the Land, including all Improvements and Personal Property
associated therewith, to be known generally as the “Hampton Inn & Suites”. 
 “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 now existing or to be constructed on the Land, and all related facilities. 
 “Indemnified
Party” shall have the meaning set forth in Section 8.8(c)(i). 
 “Indemnifying Party” shall have the meaning
set forth in Section 8.8(c)(i). 
 “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).

 “Legal Requirements” shall mean any and all statutes, laws, ordinances, zoning and other codes, rules, regulations and
requirements of any governmental authority applicable to the Property or any of the parties to this Contract. 
 “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.

  

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 “Liquor Licenses” shall have the meaning set forth in Section 8.10. 
 “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. 
 “Manager” shall mean the management company chosen by Buyer to operate the
Hotel from and after Closing. 
 “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. 
 “Plans and Specifications” shall have the meaning set forth in Section 8.3. 
 “Pre-Opening Costs” shall have the meaning set forth in Section 8.7. 
 “Pre-Opening Program” shall have the meaning set forth in Section 8.7. 
 “Post-Closing Agreement” shall have the meaning set forth in Section 8.9. 
 “Property” shall mean, collectively (i) all of the following with respect to the Hotel: the Land, Improvements, Appurtenances,
FF&E, Supplies, Leases, Deposits, Records, Service Contracts, Warranties, Licenses, FF&E Leases, Contracts, Plans and Specs, Tradenames, the Franchise Agreement, Utility Reservations, as well as all other real, personal or intangible
property of Seller related to any of the foregoing and (ii) any and all of the following that relate to or affect in any way the design, construction, ownership, use, occupancy, leasing, maintenance, service or operation of the Real Property,
FF&E, Supplies, Leases, Deposits or Records: Service Contracts, Warranties, Licenses, Tradenames, Contracts, Plans and Specs and FF&E Lease. 
 “Punch List Items” shall mean such items (i) as are reasonably necessary or appropriate to fully complete the construction, equipping and furnishing of the Hotel in accordance with this Contract
and (ii) that, unless otherwise agreed by Buyer in its sole discretion, (a) individually and in the aggregate do not and will not prohibit, cause a delay in or otherwise adversely affect, under applicable Legal Requirements, the Franchise
Agreement or otherwise, the opening of the Hotel for business to the public or the continued occupancy and operation of the Hotel as contemplated under the Brand and (b) may be corrected or completed, subject to delays caused by Force Majeure,
within not more than sixty (60) days. 
 “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 the following (other than any such information owned exclusively by the Franchisor or the Manager under the
Existing Management Agreement): all books, records, promotional material, tenant data, guest history information, marketing and leasing material and forms (including but not limited to any such records, data, information, material and forms in the
form of computerized files located at the Hotel), market studies prepared in connection with each Seller’s current annual plan and other materials, information, data, legal or other documents or records (including, without limitation, all
documentation relating to any litigation or other proceedings, all zoning and/or land use notices, relating to or affecting the Property, all business plans and projections and all studies, plans, budgets and contracts related to the development,
construction and/or operation 

  

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of the Hotel) owned by Seller and/or in a Seller’s possession or control, or to which a Seller has access or may obtain from the Franchisor, that are
used in or relating to the Property and/or the operation of the Hotel, including the Land, the Improvements or the FF&E, and proforma budgets and projections and construction budgets and contracts related to the development and construction of
the Hotel and a list of the general contractors, architects and engineers providing goods and/or services in connection with the construction of the Hotel, all construction warranties and guaranties in effect at Closing and copies of the final plans
and specifications for the Hotel. 
 “Release” shall have the meaning set forth in Section 7.1(f). 
 “Review Period” shall have the meaning set forth in Section 3.1. 
 “SEC” shall have the meaning set forth in Section 8.11. 
 “Seller Liens” shall have the meaning set forth in Section 4.3. 
 “Seller Parties” shall have the meaning set forth in Section 7.1(e). 
 “Service Contracts” shall mean contracts or agreements, such as maintenance, supply, service or utility contracts. 
 “Substantial Completion,” including variations thereof such as “Substantially Complete” and “Substantially
Completed” shall mean : (i) the Architect and the Contractor have issued a certificate of substantial completion in form and substance reasonably satisfactory to Buyer certifying that the Hotel has been constructed substantially in
accordance with the Plans and Specifications and the Legal Requirements, subject to Punch List Items(ii) at least a temporary certificate of occupancy authorizing the opening of the Hotel for business to the public and for operation under the Brand
has been issued by the local governing authority and is in full force and effect, (iii) all other final and unconditional consents, approvals, licenses and operating permits necessary or appropriate for the Hotel to open for business to the
public and to operate under the Brand have been issued by and obtained from all applicable governmental and regulatory authorities, subject to Punch List Items; (iv) the Hotel is fully furnished, fitted and equipped and ready to open for
business to the public and operate under the Brand, subject to Punch List Items; (v) all contractors, subcontractors, suppliers, mechanics, materialmen and other persons or entities providing labor or materials for the construction and
development of the Hotel shall have been paid in full (or adequate provision for payment of such persons or entities has been made to Buyer’s reasonable satisfaction), subject to Punch List Items and (vi) the Franchisor has approved the
completion, furnishing and equipping of the Hotel and is prepared to commence (or authorize the commencement of) operation of the Hotel, and all of the other conditions set forth in the Franchise Agreement relating to the construction and the
opening of the Hotel have been satisfied in all material respects, subject to Punch List Items. 
 “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. 
  

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 “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. 
 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 Affiliate, and Buyer or its Affiliates 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, Leases, and FF&E Leases. 
 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 Fourteen Million One Hundred Thirty Six Thousand and No/100 Dollars ($14,136,000.00) (the “Purchase Price”). 
 2.3 Allocation. Buyer and Seller shall attempt to agree 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 Sellers 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. 

 

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 2.4 Payment. The portion of the Purchase Price, less: (a) the Earnest Money Deposit and
interest earned thereon, if any, which Buyer elects to have applied against the Purchase Price (as provided below) and (b) the Escrow Funds, 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, and the Escrow Funds shall be deposited to Buyer into an escrow account pursuant to the Post-Closing Agreement as contemplated by Section 8.9. 
 2.5 Earnest Money Deposit. 
 (a) Within three (3) Business Days after the full
execution and delivery of this Contract, Buyer shall deposit the sum of One Hundred Thousand and No/100 Dollars ($100,000.00) in cash, certified bank check or by wire transfer of immediately available funds (the “Earnest Money
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. 
 (b) The Earnest Money Deposit shall be held by Escrow Agent subject to the terms and conditions of an Escrow Agreement dated as of the
date of this Contract entered into by Seller, Buyer and Escrow Agent (the “Escrow Agreement”). The Earnest Money Deposit shall be held in an interest-bearing account in a federally insured bank or savings institution
reasonably acceptable to Seller and Buyer, with all interest to accrue to the benefit of the party entitled to receive it and to be reportable by such party for income tax purposes. 
 ARTICLE III 
 REVIEW PERIOD 
 3.1 Review Period. Buyer shall have a period through 6:00 p.m. Eastern Time on the date that is thirty (30) days following the date of this
Contract except as otherwise agreed to in writing by Buyer and Seller (the “Review Period”), to evaluate the legal, title, survey, construction, physical condition, structural, mechanical, environmental, economic, permit
status, franchise status, financial and other documents and information related to the Property. Within two (2) Business Days following the date of this Contract, Seller, at Seller’s sole cost and expense, will deliver to Buyer (or make
available at the Hotel) for Buyer’s review, to the extent not previously delivered to Buyer, true, correct and complete copies of the following, together with all amendments, modifications, renewals or extensions thereof: 
 (a) All Warranties currently in effect and Licenses relating to the Hotel or any part thereof; 
 (b) If the Property constitutes an existing hotel currently being operated by Seller, income and expense statements and budgets for the
Hotel, for the current year to date and each of the three (3) prior fiscal years, or such shorter period of time as Seller has owned the Property (the “Financial Statements”), and the Seller shall provide to Buyer copies
of all income and expense statements generated by the 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 Manager, provided that
Sellers also agree to provide to Buyer’s auditors and representatives all financial and other information necessary or appropriate for preparation of audited financial statements for Buyer and/or its Affiliates as provided in Section 8.11,
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, or such shorter period of time as Seller has owned the Property; 
  

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 (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 Land or 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, if any, for real estate commissions, brokerage fees, finder’s fees or other compensation payable by Seller in connection therewith; and 
 (f) All notices received from governmental authorities in connection with the Land for the current year and each of the two (2) calendar years prior to the current year (or such shorter period of time as Seller
has owned the Property) and all other notices received from governmental authorities received at any time that relate to any noncompliance or violation of law that has not been corrected. 
 Seller shall, upon request of Buyer, make available to Buyer and Buyer’s representatives and agents, for inspection and copying during normal
business hours, Records located at Seller’s corporate offices, and Seller agrees to provide Buyer copies of all other reasonably requested information that is relevant to the management, operation, use, occupancy or leasing of or title to the
Property and the plans and specifications for development of the Hotel. At any time during the Review Period, Buyer may, in its sole and absolute discretion, elect not to proceed with the purchase of the Property for any reason whatsoever by giving
written notice thereof to Seller, in which event: (i) the Earnest Money Deposit shall be promptly returned by Escrow Agent to Buyer together with all accrued interest, if any, (ii) this Contract shall be terminated automatically,
(iii) all materials supplied by Seller to Buyer shall be returned promptly to Seller, and (iv) both parties will be relieved of all other rights, obligations and liabilities hereunder, except for the parties’ obligations pursuant to
Sections 3.3 and 16.6 below and such other obligations as are expressly provided for in this Contract as surviving the termination of this Contract. 
 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 Property
at all reasonable times for the purposes of reviewing all Records and other data, documents and/or information relating to the Properties and conducting such surveys, appraisals, engineering tests, soil tests (including, without limitation, Phase I
and Phase II environmental site assessments), inspections of construction and other inspections and other studies as Buyer deems reasonable and necessary or appropriate to evaluate the Property, subject to providing reasonable advance notice to
Seller unless otherwise agreed to by Buyer and Sellers (the “Due Diligence Examination”). Seller shall have the right to have its representative present during Buyer’s physical inspections of its Property, provided that
failure of such Seller to do so shall not prevent Buyer from exercising its due diligence, review and inspection rights hereunder. Buyer agrees to exercise reasonable care when visiting the Property, in a manner which shall not materially adversely
affect the operation of the Property, and pay the costs of all such inspections. 
 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 Properties damaged by the conduct of Buyer,
its agents, employees or contractors, to substantially the condition such portion(s) of the Property were in immediately prior to such examinations or studies. Buyer’s obligations under this Section 3.3 shall survive any termination of
this Contract. 
  

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 ARTICLE IV 
 SURVEY AND TITLE APPROVAL 
 4.1 Survey. Seller has delivered to Buyer true, correct and
complete copies of the most recent surveys of the Real Property. In the event that an update of a survey or a new survey (such updated or new surveys being referred to as the “Surveys”) are desired by Buyer, then Buyer shall
be responsible for all costs related thereto; provided, however, Seller shall provide, at its sole cost and expense, an as-built survey when the Hotel is substantially complete. 
 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 for each Property (i) a Commitment for Title Insurance (each, a “Title Commitment”) issued by LandAmerica
American Title Company, Attn: Debby Moore, 2505 N. Plano Road, Ste. 3100, Richardson, Texas 75082 (the “Title Company”), for the most recent standard form of owner’s policy of title insurance in the state in which the
Real Property is located, covering the Real Property, setting forth the current status of the title to the Real Property, showing all liens, claims, encumbrances, easements, rights of way, encroachments, reservations, restrictions and any other
matters affecting the Real Property and pursuant to which the Title Company agrees to issue to Buyer at Closing an Owner’s Policy of Title Insurance on the most recent form of ALTA (where available) owner’s policy available in the state in
which the Land is located, with extended coverage and, to the extent applicable and available in such state, comprehensive, access, single tax parcel, contiguity, Fairway and such other endorsements as may be required by Buyer (collectively, the
“Title Policy”); and (ii) true, complete, legible and, where applicable, recorded copies of all documents and instruments (the “Exception Documents”) referred to or identified in the Title
Commitment, including, but not limited to, all deeds, lien instruments, leases, plats, surveys, reservations, restrictions, and easements affecting the Real Property. 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 prior to the expiration of the Review Period (the “Title Review Period”). If Buyer fails to so object in writing to any such
matter set forth in the Survey or Title Commitment, it shall be conclusively assumed that Buyer has approved same, except as otherwise provided in Section 9.1. 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 (the “Cure Notice”) within two (2) days
after Seller’s receipt of notice from Buyer, and if Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which
Seller has committed in writing to cure prior to Closing, 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 (which notice of termination must be given within two (2) days after Purchaser’s receipt of the Cure Notice). If a new title defect arises after the date of Buyer’s Title Commitment
or Survey, as applicable, but prior to Closing, then Buyer shall be entitled to object to such matters within ten (10) days after the date on which Buyer is notified that such new title defect has arisen and the parties’ rights and
obligations with respect to such new title matters shall be governed by the mechanic’s and provisions (including time limits) set forth in this Section 4.3. 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) and all Leases and FF&E Leases showing on the Title Commitment are hereinafter referred to as the
“Permitted Exceptions.” “Permitted Exceptions” shall also include any easement or other matter imposed of record by Seller which is necessary for the development of the Land or the construction of the Improvements
in accordance with the Plans and Specifications. In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any 

  

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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 or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement (if any), and Seller shall be solely responsible for all claims and liabilities arising
thereunder on, prior to or following the Closing Date. As a condition to Closing, Buyer shall enter into the Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation,
such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). Seller shall be responsible for paying all costs related to the termination of any Existing Management Agreement and shall
indemnify and hold Buyer harmless from and against any and all claims from any persons claiming under any Management Agreement other than the management agreement entered into between Buyer and Manager. Seller shall be responsible for paying all
reasonable and actual costs of the Franchisor related to the termination of the Existing Franchise Agreement. Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise
Agreement, and Seller and Buyer shall diligently pursue obtaining each the same. 
 ARTICLE VI 
 BROKERS 
 Seller and Buyer each
represents and warrants to the other that it has not engaged any broker, finder or other party in connection with the transaction contemplated by this Contract. Buyer and Sellers each agree to save and hold the other harmless from any and all
losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees) involving claims made by any other agent, broker, or other person by or through the acts of Buyer or Seller, respectively, in connection with this
transaction. 
 ARTICLE VII 
 REPRESENTATIONS, WARRANTIES AND COVENANTS 
 7.1 Seller’s Representations, Warranties and Covenants. Seller
hereby represents, warrants and covenants to Buyer as follows: 
 (a) Authority; No Conflicts. Seller is a limited
liability company duly formed, validly existing and in good standing in the State of Delaware. Seller has obtained all necessary consents to enter into and perform this Contract and is fully authorized to enter into and perform this Contract and to
complete the transactions contemplated by this Contract. No consent or approval of any person, entity or governmental authority is required for the execution, delivery or performance by Seller of this Contract, and this Contract is hereby binding
and enforceable against Seller. Neither the execution nor the performance of, or compliance with, this Contract by Seller has resulted, or will result, in any violation of, or default under, or acceleration of, any obligation under any existing
corporate charter, certificate of incorporation, bylaw, articles of organization, limited liability company agreement or regulations, partnership agreement or other organizational documents and under any, mortgage indenture, lien agreement,
promissory note, contract, or permit, or any judgment, decree, order, restrictive covenant, statute, rule or regulation, applicable to Seller or to the Seller’s 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). 
  

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 (c) Bankruptcy. None of Seller, or, to Seller’s knowledge, any of its or
their partners or members, is insolvent or the subject of any bankruptcy proceeding, receivership proceeding or other insolvency, dissolution, reorganization or similar proceeding. 
 (d) Property Agreements. The assets constituting the Property to be conveyed to Buyer hereunder shall constitute all of the
property and assets to be used in connection with the operation and business of the Hotel. There are no, and as of the Closing there shall be 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) binding upon the Property, 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 to which Seller becomes a party with the approval of Buyer (which approval shall
not be unreasonably withheld) or which Buyer may enter into before the Closing. As of the Closing, any Service Contracts, Leases, Warranties and FF&E Leases to which Seller has become a party with the approval of Buyer shall be in full force and
effect, and no default shall have occurred and be continuing thereunder and no circumstances shall exist which, with the giving of notice, the lapse of time or both, would constitute such a default. No party has, and as of the Closing no party shall
have, any right or option to acquire the Property or any portion thereof, other than Buyer. 
 (e) Pending Claims. To
Seller’s knowledge, there are no: (i) claims, demands, litigation, proceedings or governmental investigations pending or threatened against Seller, the 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. To Seller’s knowledge, there are no: pending arbitration proceedings or unsatisfied arbitration
awards, or judicial proceedings or orders respecting awards, which might become a lien on the Property or any portion thereof, pending unfair labor practice charges or complaints, unsatisfied unfair labor practice orders or judicial proceedings or
orders with respect thereto, pending charges or complaints with or by city, state or federal civil or human rights agencies, unremedied orders by such agencies or judicial proceedings or orders with respect to obligations under city, state or
federal civil or human rights or antidiscrimination laws or executive orders affecting the Hotel, or other pending, actual or, to Seller’s knowledge, threatened litigation claims, charges, complaints, petitions or unsatisfied orders by or
before any administrative agency or court which affect the Hotel or might become a lien on the Hotel (collectively, the “Pending Claims”). 
 (f) Environmental. With respect to environmental matters, to Seller’s knowledge and except as otherwise disclosed in the
environmental reports and documents identified in Exhibit E, (i) there has been no Release or threat of Release of Hazardous Materials in, on, under, to, from or in the area of the Real Property, except as disclosed in the reports and
documents set forth on Exhibit E attached hereto and incorporated herein by reference, (ii) no portion of the Property is being used for the treatment, storage, disposal or other handling of Hazardous Materials or machinery containing
Hazardous Materials other than standard amounts of cleaning supplies and chlorine for the swimming pool, all of which are stored on the Property in strict accordance with applicable Environmental Requirements and do not exceed limits permitted under
applicable laws, including without limitation Environmental Requirements, (iii) no underground storage tanks are currently located on or in the Real Property or any portion thereof, (iv) no environmental investigation, administrative
order, notification, consent order, litigation, claim, judgment or settlement with respect to the Property or any portion thereof is pending or threatened, (v) there is not currently and, to Seller’s actual knowledge, never has been any
mold, fungal or other microbial growth in or on the Real Property, or existing conditions within buildings, structures or mechanical equipment serving such buildings or structures, that could reasonably be expected to result in material liability or
material costs or expenses to remediate the mold, fungal or microbial growth, or to remedy such conditions that could reasonably be expected to result in such growth, and (vi) except as disclosed on Exhibit E, there are no reports or
other documentation regarding the environmental condition of the Real Property in the possession 

  

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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. 
 (g) Title and Liens. Except for Seller
Liens to be released at Closing, Seller has good and marketable fee simple absolute title to the Real Property, subject only to the Permitted Exceptions. Except for the FF&E subject to the FF&E Leases and any applicable Permitted Exceptions,
Seller has good and marketable title to the Personal Property, free and clear of all liens, claims, encumbrances or other rights whatsoever (other than the Seller Liens to be released at Closing), and there are no other liens, claims, encumbrances
or other rights pending or of which any Seller Party has received notice or which are otherwise known to any Seller Party related to any other Personal Property. 
 (h) Utilities. At Closing, all appropriate utilities, including sanitary and storm sewers, water, gas, telephone, cable and
electricity, will, to Seller’s knowledge, be sufficient and available to service the Hotel and all installation, connection or “tap-on”, usage and similar fees will be paid by Seller. 
 (i) Licenses, Permits and Approvals. Seller has not received any written notice, and Seller has no knowledge that the Property
fails to comply in all material respects with all applicable licenses, permits and approvals and federal, state or local statutes, laws, ordinances, rules, regulations, requirements and codes including, without limitation, those regarding zoning,
land use, building, fire, health, safety, environmental, subdivision, water quality, sanitation controls and the Americans with Disabilities Act, and similar rules and regulations relating and/or applicable to the ownership, use and operation of the
Property as it is now operated. Seller has received, or at Closing Seller will have 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, or will be received and in full force and effect as of the Closing. Subject to Section 8.10 below, no licenses, permits or approvals necessary for the lawful conduct, occupancy or operation of the business of
the Hotel, to Seller’s knowledge requires any approval of a governmental authority for transfer of the Property. 
 (j)
Financial Statements. If the Property consists of an existing hotel currently being operated by Seller, Seller has delivered copies for the three (3) years prior and the current year to date (or for such shorter period of time as Seller
has owned the Property), of all (i) Financial Statements for the Hotel, (ii) operating statements prepared by the Manager for the Hotel, (iii) monthly financial statements prepared by the Manager for the Hotel and
(iv) independently audited financial statements for the Hotel (“Audits”). Each of such statements is, to Seller’s knowledge, complete and accurate in all material respects and, except in the case of budgets prepared in advance of
the applicable operating period to which such budgets relate, fairly presents the results of operations of the Hotel for the respective periods represented thereby. Seller has relied upon the Financial Statements and Audits in connection with its
ownership and operation of the Hotel, and there are no other independent audits or financial statements prepared by third parties relating to the operation of the Hotel other than the Financial Statements and Audits prepared by or on behalf of the
Manager, all of which have been provided to Buyer. 
  

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 (k) Employees. All employees employed at the Hotel are the employees of the Seller
or the manager under the Existing Management Agreement. There are, to Seller’s knowledge, no (i) unions organized at the Hotel, (ii) union organizing attempts, strikes, organized work stoppages or slow downs, or any other labor
disputes pending or threatened with respect to any of the employees at the Hotel, or (iii) collective bargaining or other labor agreements to which Seller or the Hotel is bound with respect to any employees employed at the Hotel. 
 (l) Operations. If the Property consists of an existing hotel currently being operated by Seller, the Hotel is currently being
operated by Manager in all material respects 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 any Existing Management Agreement and the Existing Franchise Agreement, which constitutes the entire agreement of the
parties with respect to the subject matter thereof and which have not been amended or supplemented in any respect. There are no other management agreements, franchise agreements, license agreements or similar agreements for the operation or
management of the Hotel or relating to the Brand, to which Seller is a party or which are binding upon the Property, except for any Existing Management Agreement and the Existing Franchise Agreement. If the Property consists of an existing hotel
currently being operated by Seller, the Improvements comply in all material respects with, and the Hotel is being operated in all material respects in accordance with, all requirements of the Existing Franchise Agreement and all other requirements
of the Franchisor, including all “brand standard” requirements of the Franchisor. The Existing Franchise Agreement is in full force and effect, and shall remain in full force and effect until the termination of the Existing Franchise
Agreement at Closing, as provided in Article V hereof. To Seller’s knowledge, no default has occurred and is continuing under any 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) Architect and Contractor. The
Franchisor has approved the Architect to design the Hotel and the Contractor to serve as the general contractor for the construction of the Hotel. 
 The term “to Seller’s knowledge” and terms of similar import shall mean the current, actual knowledge of Kyle Green and John Bailey; provided, however, neither such individual shall have any personal liability in connection
with the representation, warranties and covenants of Seller set forth in this Contract. 
 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 it shall be a condition to Buyer’s obligation to close that the statements set forth therein (without qualification or limitation as to a party’s knowledge
thereof except as expressly provided for in this Article VII) shall be true, correct and complete in all material respects as of the Closing Date. All of the representations and warranties made herein shall survive Closing for a period of one
(1) year and shall not be deemed to merge into or be waived by any Seller’s Deed or any other closing documents. 
  

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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 its 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 Construction of Hotel. 

(a) Subject to the terms and conditions of this Contract, Seller shall (i) construct the Hotel on the Land (a) in a good,
workmanlike and diligent manner, (b) in accordance with development standards for comparable projects, (c) in compliance in all material respects with the Plans and Specifications approved by Franchisor and with all Legal Requirements and
(d) in accordance with all requirements of the Franchise Agreement and (ii) cause the Hotel to be fully equipped with the FF&E and otherwise fully furnished and stocked with merchandise, supplies, inventory and other Personal Property
as required by the Franchise Agreement, including, without limitation, linens, bath towels and other supplies at least at a 2-par level for all suites or rooms of the Hotel, in each case such that the Hotel can be opened for business to the public
and operated to full capacity under the Brand. All expenses of constructing, equipping and furnishing the Hotel in accordance with this Contract shall be the sole responsibility of Seller, and Buyer shall have no obligation whatsoever to adjust the
Purchase Price or pay any additional costs as a result of unforeseen events or circumstances affecting the cost of constructing, equipping or furnishing the Hotel. 
 8.3 Plans and Specifications. Seller represents and warrants to Buyer that (i) the plans and specifications that Seller has delivered to Buyer for its review before the date of this Contract and/or during
the Review Period are and shall be a true and complete copy of the plans and specifications for the construction of the Hotel, (ii) such plans and specifications have not been amended or supplemented in any material respect and (iii) such
plans and specifications have been prepared by or otherwise approved by the Franchisor. Seller shall obtain the approval of the Franchisor and Buyer with respect to all material changes to such plans and specifications after the date hereof (which
approval by Buyer shall not be unreasonably withheld). Such plans and specifications and all revisions thereto, as approved by the Franchisor and Buyer, shall constitute the “Plans and Specifications” for purposes of this Contract.

 8.4 Commencement of Construction; Substantial Completion. Seller shall use commercially reasonable efforts to obtain, or cause the
Contractor to obtain, a building permit and all other permits, licenses and approvals of governmental authorities required for the construction, equipping and furnishing of the Hotel in accordance with the Plans and Specifications and this Contract,
and, if construction has not already commenced, shall cause the Contractor to commence construction of the Hotel not later than May 1, 2008. Thereafter, Seller shall diligently pursue construction of the Hotel in accordance with this Contract
and shall cause the Contractor to Substantially Complete the Hotel no later than April 1, 2009, subject only to delays caused by Force Majeure. Seller shall promptly notify Buyer of each event or condition of Force Majeure and the anticipated
delay caused thereby. 
 8.5 Inspections. Buyer shall have the right to inspect the Property to monitor and observe the development
and construction of the Hotel. All such inspections shall require reasonable prior notice to Seller and shall be conducted in a manner that will minimize any interference with the development and construction of the Hotel. Buyer shall indemnify,
defend and hold Seller harmless from and against any and all expenses, costs and liabilities (including but not limited to reasonable attorneys’ fees) for damage or injury to persons or property arising out of or relating to its entry onto the
Land for any such inspections. Buyer’s obligations under this Section 8.5 shall survive Closing or any termination of this Contract. 
 8.6 Punch List. Upon notification from the Contractor that the Hotel is Substantially Completed and ready for inspection, Seller shall prepare a “punch list” with the assistance of the Architect and the Franchisor. Seller


  

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acknowledges that final acceptance of the work on the Hotel shall be made only with the approval of Buyer and the Franchisor (which approval by Buyer shall
not be unreasonably withheld or delayed). The costs of completing the Punch List Items that are not completed as of the date of Closing, as reasonably estimated by the Seller with the approval of Buyer, such approval not to be unreasonably withheld,
plus fifty percent (50%) of such costs, shall be retained by the Title Company from the Purchase Price and shall be disbursed to Seller only upon Buyer’s reasonable determination that all of the Punch List Items have been satisfactorily
completed. Seller shall correct or complete all Punch List Items, or cause the same to be corrected or completed, at Seller’s expense, with all diligence and in any event within sixty (60) days after Substantial Completion of the Hotel
subject to any extension of such 60-day period due to Force Majeure. 
 8.7 Pre-Opening Program. It is contemplated that certain
activities must be undertaken prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the
Pre-Opening Program and shall provide the Franchisor, Manager and Buyer reasonable access to the Property at least six (6) months in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that
the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening
operations of the Property, which costs are specifically identified on the pre-opening budget attached hereto as Exhibit I and made a part hereof, up to but not including the Effective Time, regardless of when such costs are payable (the
“Pre-Opening Costs”). Seller shall also fund all working capital accounts, reserve accounts and other accounts required under the Franchise Agreement, to be funded before the Effective Time, but Seller shall receive a credit
therefor at Closing to the extent provided in Section 12.1(c). 
 8.8 Construction Warranty. At the Closing, Seller shall
assign to Buyer all construction warranties with respect to the Hotel, which assignment shall be in form and substance reasonably satisfactory to Buyer, including a warranty by the Contractor, for the period ending not sooner than one (1) year
after the date the Hotel is Substantially Completed, in the form of the warranty attached hereto as Exhibit H (the “Construction Warranty”). 
 8.9 Other Obligations of Seller Before Closing. From and after the date hereof through the Closing on the Property Seller shall comply in all
material respects 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) 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 in any material respect; 
 (b) 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; 
 (c) Pay or cause to be paid all taxes, assessments and other
impositions levied or assessed on the Property or any part thereof prior to the delinquency date, and comply in all material respects with all federal, state, and municipal laws, ordinances, regulations and orders relating to the Property;

 (d) Not sell or assign, or enter into any agreement to sell or assign, or create or permit to exist any lien or encumbrance
(other than a Permitted Exception) on, the Property or any portion thereof; and 
  

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 (e) Not allow any permit, receipt, license, franchise or right currently in existence
with respect to the construction, use, occupancy or maintenance of the Hotel to expire, be canceled or otherwise terminated. 
 (f) Seller shall not, without first obtaining the written approval of Buyer, which approval shall not be unreasonably withheld, enter into any 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. 
 8.10 Third Party Consents. Prior to the Closing Date, Seller shall, at its expense, (i) obtain any and all third party consents and approvals
(x) required in order to transfer the Hotel to Buyer, or (y) which, if not obtained, would materially adversely affect the operation of the Hotel and (ii) use best efforts to obtain all other third party consents and approvals which
are necessary to consummate the transaction contemplated hereby (all of such consents and approvals in (i) and (ii) above being referred to collectively as, the “Third Party Consents”). 
 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 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. 
 8.12 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. 
 8.13 Indemnification. If the transactions contemplated by this Contract are consummated as provided herein: 
 (a) Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or agreements herein
contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities,
claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to:

 (i) any claim made or asserted against Buyer or any of the Property by a creditor of Seller, including any claims based on
or alleging a violation of any bulk sales act or other similar laws; 
 (ii) the breach of any representation, warranty,
covenant or agreement of Seller contained in this Contract; 
 (iii) any liability or obligation of Seller not expressly
assumed by Buyer pursuant to this Contract; 
 (iv) any claim made or asserted by an employee of Seller arising out of such
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. 
  

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 (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 or on behalf of Buyer of the Hotel or the ownership, use or
operation of the Property after the Closing; and 
 (iii) any liability or obligation of Buyer expressly assumed by Buyer at
Closing. 
 (c) Indemnification Procedure for Claims of Third Parties. Indemnification, with respect to claims
resulting from the assertion of liability by those not parties to this Contract (including governmental claims for penalties, fines and assessments), shall be subject to the following terms and conditions: 
 (i) The party seeking indemnification (the “Indemnified Party”) shall give prompt written notice to the party or
parties from which it is seeking indemnification (the “Indemnifying Party”) of any assertion of liability by a third party which might give rise to a claim for indemnification based on the foregoing provisions of this Section 8.8,
which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known; provided, however, that no delay on the part of the Indemnified Party in giving notice shall relieve the Indemnifying Party of any obligation
to indemnify unless (and then solely to the extent that) the Indemnifying Party is prejudiced by such delay. 
 (ii) If in any
action, suit or proceeding (a “Legal Action”) the relief sought is solely the payment of money damages, and if the Indemnifying Party specifically agrees in writing to indemnify such Indemnified Party with respect thereto and
demonstrates to the reasonable satisfaction of such Indemnified Party its financial ability to do so, the Indemnifying Party shall have the right, commencing thirty (30) days after such notice, at its option, to elect to settle, compromise or
defend, pursuant to this paragraph, by its own counsel and at its own expense, any such Legal Action involving such Indemnified Party’s asserted liability. If the Indemnifying Party does not undertake to settle, compromise or defend any such
Legal Action, such settlement, compromise or defense shall be conducted in the sole discretion of such Indemnified Party, but such Indemnified Party shall provide the Indemnifying Party with such information concerning such settlement, compromise or
defense as the Indemnifying Party may reasonably request from time to time. If the Indemnifying Party undertakes to settle, compromise or defend any such asserted liability, it shall notify such Indemnified Party in writing of its intention to do so
within thirty (30) days of notice from such Indemnified Party provided above. 
 (iii) Notwithstanding the provisions of
the previous subsection of this Contract, until the Indemnifying Party shall have assumed the defense of the Legal Action, the defense shall be handled by the Indemnified Party. 
 (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. 
  


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 (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. 
 8.14 Escrow Funds. To provide for the timely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, the Seller shall
deposit an amount equal to Three Hundred Thousand and No/100 Dollars ($300,000.00) (the “Escrow Funds”) shall be withheld from the Purchase Price payable to a Seller and shall be deposited for a period of six (6) months
in an escrow account with the Title Company pursuant to an escrow agreement reasonably satisfactory in form and substance to Buyer and Seller (the “Post-Closing Agreement”), which escrow and Post-Closing Agreement shall be
established and entered into at Closing and shall be a condition to Buyer’s obligations under this Contract. If no claims have been asserted by Buyer against Seller, or all such claims have been satisfied, within such six-month period, the
Escrow Funds deposited by the Seller shall be released to the Seller. 
 8.15 Liquor License. If required by the Franchisor, the
Manager or an Affiliate thereof approved by Buyer, shall have or shall have obtained all liquor licenses and alcoholic beverage licenses or banquet licenses, as appropriate and necessary or desirable to operate any restaurants, bars and lounges to
be located within the Hotel (collectively, the “Liquor Licenses”) and, in the case of an Affiliate of the Manager, the Hotel shall have the right to use such Liquor License, (ii) if permitted under the laws of the
jurisdiction in which the Hotel is located, to the extent practicable the Manager shall execute and file any and all necessary forms, applications and other documents (and Seller and Buyer shall cooperate with the Manager in filing such forms,
applications and other documents) with the appropriate liquor and alcoholic beverage authorities prior to Closing so that the Liquor Licenses remain in full force and effect upon completion of Closing. 
 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, which condition is not waived in writing by Buyer, or which is not cured by Seller within 30 days after written notice from Buyer to Seller (provided, however, such notice and opportunity to
cure shall not be applicable to Seller’s obligation to close the transaction contemplated by this Contract on the Closing Date), 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 such 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 the Closing and shall have
been or shall be transferred to, or new Liquor Licenses issued to, Manager of an Affiliate thereof approved by Buyer at or as of Closing, and Buyer shall have received satisfactory evidence thereof. 
  

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 (e) Third Party Consents in form and substance reasonably satisfactory to Buyer shall
have been obtained and furnished to Buyer. 
 (f) The Escrow Funds shall have been deposited in the escrow account pursuant to
the Post-Closing Agreement and the parties thereto shall have entered into the Post-Closing Agreement. 
 (g) The Hotel shall
be Substantially Completed. 
 (h) Any Existing Management Agreement and the Existing Franchise Agreement shall have been
terminated 
 (i) The Franchisor shall have executed and delivered the Franchise Agreement upon terms and conditions
acceptable to Buyer in its sole and absolute discretion. 
 (j) Buyer shall have obtained an as-built plat of survey of the
Property completed, dated within 30 days of the Closing Date and prepared in compliance with the then-current ALTA/ACSM standards for urban properties, and such plat of survey shall not disclose any encroachments, boundary line discrepancies or
other survey matters (other than the Permitted Exceptions) that, in Buyer’s reasonable judgment, would materially adversely affect the use, operation of value of the Property. 
 (k) The Title Company shall be committed to issue an ALTA owner’s title insurance policy (or, if an ALTA form of policy is not
customarily issued in the state in which the Real Property is located, in the form customarily issued in such state), issued by the Title Company pursuant to the Title Commitment, insuring Buyer’s fee simple ownership in the Real Property
(i) with an effective date as of the Closing Date, (ii) with no exceptions for filed or unfiled mechanics’ and materialmen’s liens, (iii) with no exceptions for encroachments or other matters of survey unless approved by
Buyer and (iv) with no other exceptions to title other than the Permitted Exceptions. 
 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 each Seller to proceed to Closing under the terms and provisions of this
Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.2, each of which shall be deemed material to this Contract. In the event
of the failure of any of the conditions set forth in this Section 9.2, which condition is not waived in writing by Seller or which is not cured by Buyer within 30 days after written notice from Seller to Buyer (provided, however, such notice
and opportunity to cure shall not be applicable to Buyer’s obligation to close the transaction contemplated by this Contract on the Closing Date), 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 delivered to Seller 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. 
  

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 ARTICLE X 
 CLOSING AND CONVEYANCE 
 10.1 Closing. 
 (a) Unless otherwise agreed by Buyer and Seller, the Closing on the Property shall occur on the date on which the Hotel opens for business
to the public in accordance with the Franchise Agreement, or as soon as practical thereafter, but in no event later than fifteen (15) business days after Substantial Completion of the Hotel, provided that all conditions to Closing by Buyer
hereunder have been satisfied; provided that if Buyer has elected to give a Turnover Notice (hereinafter defined) the time for Closing shall be determined as provided in Section 10.1(b). Buyer will provide Seller at least five (5) days
prior written notice of the Closing Date selected by Buyer within the time frame specified in the immediately preceding sentence. The date on which the Closing is to occur as provided in this Section 10.1 or Section 10.1(b) (as
applicable), 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. If Buyer does not give a Turnover Notice, the time at which Closing occurs in accordance with this Section 10.1(a) is referred to herein as the “Effective Time”.

 (b) Despite the fact that one or more of the conditions to Buyer’s obligation to close (as set forth in
Section 9.1) are not satisfied, and provided that the Hotel is otherwise ready to be opened for business to the public, Buyer shall have the right to elect by at least two (2) business days’ prior written notice to Seller (the
“Turnover Notice”) to exercise its rights under this Section 10.1(b) effective as of the date specified in the Turnover Notice (the “Turnover Date”). Effective as of the Turnover Date and continuing until the
end of the Turnover Period (hereinafter defined), the Property shall continue to be managed by the manager under the Existing Management Agreement, but Buyer shall be entitled to receive all of the economic benefits (including without limitation
revenues from the operation of the Property) of, and shall bear and be liable for (and shall timely pay) all costs and expenses (including, without limitation, debt service on Seller’s construction loan) associated with, the ownership and
operation of the Property (the “Turnover Arrangement”); provided that (i) in exercising its rights under this provision Buyer shall not interfere with the satisfaction of the condition(s) in Section 9.1 which remain to be
satisfied (the “Unsatisfied Condition(s)”); and (ii) Closing shall in all events occur within five (5) business days after the Unsatisfied Condition(s) have been satisfied (provided that the Unsatisfied Condition(s) are
satisfied prior to the expiration of the Turnover Period). If the Closing occurs as provided in the immediately preceding sentence, the term “Effective Time” for the purposes of prorations and adjustments under Article XII shall be
the Turnover Date. Notwithstanding anything to the contrary contained herein, if, Closing has not occurred within thirty-one (31) days after the Turnover Date, then in such event either Seller or Buyer may elect by written notice to the other
party (the “Revocation Notice”) to revoke the Turnover Arrangement as of the date stated in the Revocation Notice (“Revocation Date”) in which event: (i) the economic benefits accruing to Buyer and economic
obligations for which Buyer has liability pursuant to this Section 10.1(b) during the period from the Turnover Date until the Revocation Date (the “Turnover Period”) shall ipso facto cease and terminate effective as of the
Turnover Date as though the Turnover Arrangement had never occurred; (ii) the parties shall make a cash settlement between each other as necessary to effect the intent of clause (i) immediately preceding (which obligation shall survive the
termination of this Contract); and (iii) the Contract shall terminate effective as of the Revocation Date, and each party shall have the rights and remedies to which it is entitled under this Contract. 
 10.2 Deliveries of Seller. At Closing, Seller shall deliver to Buyer the following, and, as appropriate, all instruments shall be properly
executed and conveyance instruments to be acknowledged in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually agreed upon by Buyer and Seller prior to such Closing): 

(a) Deed. A Special Warranty Deed conveying to Buyer fee simple title to the Real Property, subject only to the Permitted
Exceptions (the “Deed”). 
  

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 (b) Bills of Sale. A Bill of sale to Buyer and/or its designated Lessee, conveying
title to the tangible Personal Property (other than the alcoholic beverage inventories, which, at Buyer’s election, shall be transferred by Seller to the Manager as holder of the Liquor Licenses required for operation of the Hotel). 

(c) Existing Management and Franchise Agreement. The termination of the Existing Management Agreement and the Existing Franchise
Agreement. 
 (d) General Assignments. Assignments of all of Seller’s right, title and interest in and to all
FF&E Leases, Service Contracts and Leases identified on Exhibit C hereto (the “Hotel Contracts”). The assignment shall also be a general assignment and shall provide for the assignment of all of Seller’s
right, title and interest in all Records, Warranties, Licenses, Tradenames, Contracts, Plans and Specs and all other intangible Personal Property applicable to the Hotel. 
 (e) FIRPTA; 1099. A FIRPTA Affidavit or Transferor’s Certificate of Non-Foreign Status as required by Section 1445 of the
Internal Revenue Code and an IRS Form 1099. 
 (f) Title Company Documents. All affidavits, gap indemnity agreements
and other documents reasonably required by the Title Company. At Buyer’s sole expense, Buyer shall have obtained an irrevocable commitment directly from the 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 the Permitted Exceptions and the 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 reasonably acceptable to Buyer. 
 (h) Vehicle Titles. The necessary certificates of titles duly endorsed for transfer together with any required affidavits and other documentation necessary for the transfer of title or assignment of leases from Seller to Buyer of any
motor vehicles used in connection with the Hotel’s operations. 
 (i) Authority Documents. Certified copy of
resolutions of the 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 in all material respects of
Seller’s representations and warranties hereunder as of the Closing Date (or if not true, qualifying the same to the extent necessary to cause same to be accurate in all material respects). 
 10.3 Buyer’s Deliveries. At Closing of the Hotel, Buyer shall deliver the following: 
 (a) Purchase Price. The balance of the Purchase Price, adjusted for the adjustments provided for in Section 12.1, below, and
less any sums to be deducted therefrom as provided in Section 2.4. 
  

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 (b) Authority Documents. Certified copy of resolutions of the Board of Directors
of Buyer authorizing the purchase of the Hotel contemplated by this Contract, and/or other evidence satisfactory to Seller and the Title Company that the person or persons executing the closing documents on behalf of Buyer have full right, power and
authority to do so. 
 (c) Miscellaneous. Such other instruments as are contemplated by this Contract to be executed or
delivered by Buyer, reasonably required by Seller or the Title Company, or customarily executed in the jurisdiction in which the Hotel is located, to effectuate the conveyance of property similar to the Hotel, with the effect that, after the
Closing, Buyer will have succeeded to all of the rights, titles, and interests of Seller related to the Hotel and Seller will no longer have any rights, titles, or interests in and to the Hotel. 
 (d) Closing Statements. Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and
warranties hereunder as of the Closing Date. 
 ARTICLE XI 
 COSTS 
 All Closing costs shall be paid as set forth below: 
 11.1 Seller’s Costs. In connection with the sale of the Property contemplated under this Contract, Seller shall be responsible for all
transfer and recordation taxes, including, without limitation, all transfer, sales, use and bulk transfer taxes or like taxes on or in connection with the transfer of the Real Property and 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 all costs related to the termination of any Existing Management Agreement and the Existing Franchise Agreement as provided in Article V. Seller shall also be responsible for any fees for the performance of the
property improvement plan review and report by the Franchisor, as well as 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 also be responsible for all Pre-Opening Costs to the extent provided in Section 8.7. Seller
shall pay the sales/use taxes attributed to the transfer of the personal property. 
 11.2 Buyer’s Costs. In connection with the
purchase of the Property contemplated under this Contract, Buyer shall be responsible for the costs and expenses of its attorneys, accountants and other professionals, consultants and representatives. Buyer shall also be responsible for the costs
and expenses in connection with the preparation of any environmental 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). 
  

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 ARTICLE XII 
 ADJUSTMENTS 
 12.1 Adjustments. Unless otherwise provided herein, at Closing, adjustments
between the parties of the income and expenses related to the Property shall be made as of the Effective Time, all as set forth below. All of such adjustments and allocations shall be made in cash at Closing. Except as otherwise expressly provided
herein, all apportionments and adjustments shall be made on an accrual basis in accordance with generally accepted accounting principles. 
 (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 Effective Time and, if no tax bills or assessment statements for such calendar year are available, such amounts shall be
estimated on the basis of the best available information for such taxes and assessments that will be due and payable on the Hotel for the calendar year in which Closing occurs. 
 (b) Utilities. All suppliers of utilities shall be instructed to read meters or otherwise determine the charges owing as of the
Effective Time for services prior thereto, which charges shall be allocated to Seller. Charges accruing after the Effective Time 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 Effective Time. 
 (d) Accounts. All working capital accounts, reserve accounts and escrow accounts (including all FF&E accounts), petty cash,
cash in cash registers and cash in vending machines but excluding amounts held in tax and insurance escrow accounts and utility deposits to the extent excluded from the definition of Deposits) held by or on behalf of Seller, the Manager or the
Franchisor with respect to the Hotel shall become the property of Buyer at Closing without Buyer being required to fund the same. Notwithstanding the foregoing, at the Closing, Seller shall receive a credit in an amount equal to all such accounts
funded by Seller before the Closing Date, provided that (i) such accounts were required by the Franchisor or otherwise approved by Buyer (which approval shall not be unreasonably withheld), and (ii) Seller shall not receive a credit for
any account to the extent the same is intended to cover Pre-Opening Costs for which Seller is responsible and which have not been paid as of the Closing. 
 (e) Advance Deposits, etc. All income generated by the Hotel, including receipts from guest room or suite rentals, all prepaid rentals, room rental deposits, and all other deposits for advance registration,
banquets or services, whether attributable to the period before the Effective Time or to the period after the Effective Time, shall be credited to Buyer. 
 (f) Other Costs. All other costs attributable to the period before the Effective Time, including the cost of property and liability insurance and all Pre-Opening Costs, shall be allocated to Seller (subject to
the limitations provided in Section 8.7), and all costs attributable to the period after the Effective Time shall be allocated to Buyer. 
 12.2 Reconciliation and Final Payment. Seller and Buyer shall reasonably cooperate after Closing to make a final determination of the allocations and prorations required under this Contract within one hundred eighty (180) days
after the Closing Date. Upon the final reconciliation of the allocations and prorations under this Section, the party which owes the other party any sums hereunder shall pay such party such sums within ten (10) days after the reconciliation of
such sums. The obligations to calculate such prorations, make such reconciliations and pay any such sums shall survive the Closing. 
  

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 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, if Manager so elects, such employees shall become employees of the Manager or an affiliate of Manager. Seller shall not give notice under any applicable federal or state
plant closing or similar act, including, if applicable, the Worker Adjustment and Retraining Notification Provisions of 29 U.S.C., Section 2102, the parties having agreed that a mass layoff, as that term is defined in 29 U.S.C., 2101(a)(3),
will not have occurred. Any liability for payment of all wages, salaries and benefits, including, without limitation, accrued vacation pay, sick leave, bonuses, pension benefits, COBRA rights, and other benefits accrued or earned by and due to
employees at the Hotel through the Effective Time, together with F.I.C.A., unemployment and other taxes and benefits due with respect to such employees for such period, shall be charged to Seller for the purposes of the adjustments to be made as of
the Effective 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. To the extent applicable, all such allocations and charges
shall be adjusted in accordance with the provisions of the any existing management agreement. 
 ARTICLE XIII 
 CASUALTY AND CONDEMNATION 
 13.1
Risk of Loss; Notice. Prior to Closing and the delivery of possession of the Properties to Buyer in accordance with this Contract, all risk of loss to the 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 Two Hundred and Fifty Thousand and No/100
Dollars ($250,000.00) 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 and the Closing shall be extended as necessary to
permit Seller to effect such repair and restoration of the Property. 
  

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 ARTICLE XIV 
 DEFAULT REMEDIES 
 14.1 Buyer Closing Default. If Buyer defaults under this Contract by
failing to close the transaction in accordance with and subject to the terms of this Contract then, as Seller’s sole and exclusive remedy, Seller may terminate this Contract at Seller’s election by written notice to Buyer, in which event
this Contract shall be terminated and of no effect, in which event (a) the Earnest Money Deposit, including any interest thereon, shall be paid to and retained by the Sellers, and (b) Buyer shall be liable for (and shall pay to Seller on
demand) an additional amount which, when added to the Earnest Money Deposit, equals 5% of the Purchase Price, as liquidated damages for Buyer’s default or failure to close, and both Buyer and Sellers shall thereupon be released from all
obligations hereunder (except as expressly provided otherwise in this Contract). 
 14.2 Seller Closing Default. If Seller defaults
under this Contract by failing to close the transaction in accordance with and subject to the terms of this Contract , 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 specific performance. 
 14.3 Non-Closing
Defaults/Breaches. If either Seller or Buyer breaches any of its representations, warranties or covenants contained in this Contract (other than by reason of failing to close as required by this Contract, which is addressed in Sections 14.1 and
14.2 above), and such breach continues for thirty (30) days following written notice from the non-breaching party to the breaching party, the non-breaching party shall have the right to exercise any and all remedies at law and/or in equity
available to the non-breaching party; provided, however (i) neither party shall be liable for consequential, punitive or special damages, and (ii) each party’s liability shall be limited as may be provided elsewhere of this Contract,
and shall be subject to the limitation on survival following Closing as provided in Section 16.11. Notwithstanding the foregoing, neither party shall be entitled to exercise its remedies under this Section 14.3 if Closing fails to occur
under this Contract (such remedies being addressed in Sections 14.1 and 14.2); provided, however, either party may exercise its remedies under this Section 14.3 under any provision of this Contract that by its express terms survives the
termination of this Contract (whether or not Closing occurs under this Contract). 
 14.4 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 E. Main
Street
 Richmond, Virginia 23219
 Attention: Sam
Reynolds
 Fax No.: (804) 344-8129

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

		
	 If to Seller:
	 	 Viking Fund Rochester (MN), LLC
 13760 Noel Rd., Suite
610
 Dallas, Texas 75240
 Attention: Kyle Green and John Bailey

 Fax No.: (214) 987-9301

		
	 with a copy to:
	 	 Hughes & Luce, LLP
 1717 Main Street, Suite
2800
 Dallas, Texas 75201
 Attention: Bob Feroze
 Fax No.: (214) 939-5849


 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 may not be assigned by the Seller or
Buyer (other than to an Affiliate of the party in question) unless consented to in writing by the other party to this transaction. Subject to foregoing sentence, this Contract shall be binding upon and shall inure to the benefit of each of the
parties hereto, their respective successors and assigns. 
 16.3 Entire Agreement. This Contract and the Exhibits constitute the sole
and entire agreement between Buyer and Seller with respect to the subject matter hereof. No modification of this Contract shall be binding unless signed by both Buyer and Seller. 
  

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 16.4 Governing Law. The validity, construction, interpretation and performance of this Contract
shall in all ways be governed and determined in accordance with the laws of the Commonwealth of Virginia (without regard to conflicts of law principles). 
 16.5 Captions. The captions used in this Contract have been inserted only for purposes of convenience and the same shall not be construed or interpreted so as to limit or define the intent or the scope of any
part of this Contract. 
 16.6 Confidentiality. Except as either party may reasonably determine is required by law (including without
limitation laws and regulations applicable to Buyer or its Affiliates who may be public companies): (i) prior to Closing, Buyer and Seller shall not disclose the existence of this Contract or their respective intentions to purchase and sell the
Property or generate or participate in any publicity or press release regarding this transaction, except to Buyer’s and Seller’s legal counsel and lender, Buyer’s consultants and agents, the Manager, the Franchisor and the Title
Company, Seller’s investors and prospective investors, Seller’s financing sources and prospective financing sources, Seller’s advisors, agents, consultants and others engaged by Seller in order for Seller to perform its obligations
under this Contract, and except as required by applicable law or 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 Seller, 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 Survival. All representations, warranties and covenants of Seller and Buyer in this
Contract shall survive Closing for a period of one (1) year following the Closing and shall thereafter terminate and be of no further force or effect. 
 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. 
  

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 16.14 Notice of Proposed Listing. In the event that the sale of the Property contemplated by this
Contract is consummated, if at any time during the five (5) year period commencing on the date of execution of this Contract by Buyer and Seller, Seller or any of its Affiliates propose to list for sale any hotel property or properties owned,
acquired, constructed or developed by Sellers or their Affiliates and located within a ten (10)-mile radius of any Hotel (any such other hotel property being referred to as an “Other Property”), Sellers shall promptly deliver
to Buyer written notice thereof and Buyer shall have the right to see the offering and make an offer to purchase any such Other Property within 10 days after Seller gives Buyer such written notice with respect to the Other Property; provided,
however, Seller shall have no obligation to accept any such offer. 
 16.15 Force Majeure. The term “Force Majeure”
as used herein shall mean any event or circumstance beyond the reasonable control of Seller or Buyer (as the case may be) and which has the effect of causing a delay in, or making impossible, the performance of such party’s obligations under
this Contract (including, but not limited to, weather, strikes, unavailability of materials, civil unrest, war, acts of God, defaults of the other party or delays caused by the other party); provided, however, financial inability to perform shall
not constitute a Force Majeure event. 
 16.16 Contingency. Notwithstanding anything to the contrary contained in this Contract,
Seller’s and Buyer’s obligations to close the transaction contemplated by this Contract is expressly conditioned upon Seller’s acquisition of fee simple title to the Land on or prior to May 1, 2008. If the condition set forth in
the immediately preceding sentence is not satisfied as of May 1, 2008, either Seller or Buyer may terminate this Contract by written notice to the other party in which event (i) the Earnest Money Deposit shall be refunded to Buyer,
(ii) Seller shall reimburse Buyer for its reasonable out-of-pocket expenses incurred in connection with entering into and performing its obligations under this Contract and conducting due diligence with respect to the Property, and
(iii) the parties shall not have any further obligations under this Contract (except as expressly provided otherwise in this Contract). 
 [Signatures Begin on Following Page] 
  

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

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

	Name:	 	Justin G. Knight
	Title:	 	President


  

			
	
	 SELLER:

	
	VIKING FUND ROCHESTER (MN), LLC,
	a Delaware limited liability company
		
	By:	 	Viking Hospitality Fund, LLC, its sole member
		
	By:	 	Prism Hotel Capital Partners, LLC, its manager
		
	By:	 	 /s/    JOHN D.
BAILEY        

	Name:	 	John D. Bailey
	Title:	 	President


  

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