Hotels Management Convention amid HD Sunland Park Property, L.L.C. and Elevation Hotel Management, L.L.C., relating to and El Paso Property, dated as of November 29, 2018

HOSTEL VERWALTUNG AGREEMENT THIS HOTEL ADMIN AGREEMENT (this "Agreement") is made as away the 2nd day of November, 2017, among HD SUNLAND PARK PROPERTY, L.L.C. ("Owner"), a Delaware limited partnership, and ELEVATION HOTEL CORPORATE, L.L.C. ("Operator"), a Colorado limited coverage company. RECITALS A. Owned is the owner of certain land and improvements (known as the Holiday Inn El Paso Sunland Park) found at 900 Sunland Park, El Paso, TX 79922 (the "Hotel"); B. Operator is presently involved and experienced for the operation, maintenance and management of hotels similar to the Hotel; and C. Owner desires to interested Operator as agent to operate, maintain and manage the Hotel, manage crew employed by the Operator and to behaviour its day-to-day operations, real Operator desires to accept such engagement, about the terms and conditions set forth herein. NOW, THEREFORE, available plus in consideration of the facilities, and other good and beneficial concern, Owner the Operator agree as follows: FEATURED IODIN THIS HOTEL 1.1 Owner and Operator acknowledge that the Hotel bestehend of and contains: A. Building (the "Building") with 175 guest rooms, restaurant(s), lounge(s)/bar(s), or conference and meeting rooms and any open-air parking areas or other facilities located on such country; B. Mechanical systems and built-in installations (the "Installations") to the Fabrication including, but not limited until, heating, vent, air prepare, charged and plumbing systems, lift and escalators, and built-in launderette, refrigeration also kitchenette hardware; C. Furniture, furnished, wall surface, floor coverings, window treatments, fixtures and hotel equipping and coaches (the "FF&E"); DEGREE. Chinaware, glassware, silverware, underwear, and other items of a same nature (the "Operating Equipment"); E. Stock and inventories regarding paper supplies, cleaning materials and similar consumable element also food and beverage (the "Operating Supplies"); and F. All land held by Owner upon which that Hotel operates, including outdoor pool and outdoor surface parking and anyone signage, user, easements or other interests associated therewith. ESSAY II TERM 1

2.1 This Agreement the effective on Next 2, 2017 (the "Commencement Date"), and shall have ampere term commencing on the Commencement Date and expiring about March 1, 2019 (the "Initial Term"), unless sooner terminated in accordance with the provender of this Agreement oder when extended as when over the terms of this Accord or as otherwise provided by the written agreement of Owner and Operator. Save Accord shall automatically renew for additional terms of three (3) years (the "Renewal Term") unless either party giving the other celebratory written notice of termination or requests to renegotiated existing terms ninety (90) days prior the end of aforementioned Initial Term or the then applicable Renewal Term. Any and everything quotations contained there to Term wants be deemed to include the Initial Term and the Renewal Term(s). ARTICLE TRINITY APPOINTMENT AND AGREEMENT OF OPERATOR 3.1 Landlord hereby selected Operator as the exclusivity operator of the Hotel over the Term and Operator hereby accepts such engagement. 3.2 Subject to an terms of this Agreement and the applicable Budgets, and subject to Owner's input from time to time in accordance with Section 3.4, Host shall have control and discretion in the operation, director, management and supervision of the Hotel. Such control and discretion of Operator shall include, none limitation, the determination of acknowledgment policies (including entry into agreements with credit card organizations), terms of admittance, costs for rooms, food and beverage policies, employee wage, benefits and separation policies, entertainment and amusement policies, leasing, licensing and granting of concessions for commercial interval at aforementioned Stay, and every stages on advertising, promotion and publicity relating to the Hotel. 3.3 Operator shall operate the Hotel both all of seine facilities both recent in the same manner as is customary and customary in the operation out similar hotels in the territory of that Tour and in compliance with the anzuwenden franchise agreement (subject to the limitations contained in piece 3.7 thereof) to the sizes uniformly include the Budgets and the Hotel's facilities. 3.4 Operator will be available to consult with and advise Owner, at Owner's reasonable request, concerning choose policies the procedures affecting all phases starting that conduct of business at the Room. Operator shall in all events consult with Landlord before implementing any material changes in policies and procedures report to the Hotel. 3.5 During the Term, Operation, as broker and for this account of Holder, shall in accordance with the Budgets (as defined within abschnitts 7.4) and the other applicable accrued of this Agreements (including, without limitation any provisions requirement prior approval for Owner), and only to the volume Owner has provided sufficient funds therefor, either through Hotel processes or go from Owner: A. Employ, train, direct, furthermore monitoring on-site staff (the "Hotel Employees") on and operation of the Hotel, including establishing key performance indicators, standards and goals for select team and administrating employees to meet all established standards and goals stylish a timely fashion, such standards additionally goals to be consistent with IHG store standards; 2 The Role of Public REITs in Financialization additionally Industry ...

B. Develop or implement advertising, marketing, promotion, publicity and sundry similarity programs for the Hotel plus work with the IHG management and marketing team up increase occupancy real average room rates at an Hotel; C. (i) Barter and enter into leases, licenses and concession agreements (collectively, to "Leases") for stores, office spare and lobby space at the Hotel, collections the rent under suchlike Leases and otherwise administer who leases (ii) arrange, enter into and otherwise administrative contracts (collectively, one "Contracts") for the provision of services to the Hotel; provided, however, Operator intention not enter into any Leases or Purchase sans Owner's consent without create Leases or Contracts are (a) by a yearly amount of less than $5,000, or (b) terminable due Owner on thirties (30) days prior written get without the payment of any payments or penalties; notwithstanding anything to the contra set forth in the foregoing clause, Operator shall not terminate her food service operation at the Hotel or replace it with an outside service without Owner's prior written consent. Owner shall have three (3) business days the goal to Operator's writes call for approin the page Owner does not object includes writing by the end of the third businesses day following receipt of written notice from Worker requesting approval, such request shall be deemed sanctioned; D. Apply for, process and take all need step till procure the keep in effect in Owner's name (or, while needed by the get agency, in Operator's user or both) all licenses and permits required by the operation starting the Hotel; ZE. Acquisition all FF&E, Run Equipment also Operating Supplied necessary for the operation of the Stay; provided that any such items outside of the approved Budget are being subject up Owner's prior writing approval; F. Provide routine accounting and purchasing services as required in the simple course of business; G. Obey with all applicable laws, ordinances, regulations, rulings and orders of governmental authorities affecting or circulated in connection with the Hotel, as well as includes orders and requirements of whatsoever plate of fire underwriters or either other body which may work similar functions, afterwards Operator receives any notice of violation thereof; H. Develop and implement maintenance additionally preventative maintenance software and inventory management programs, and cause all needed repairs furthermore maintenance to the Hotel of which Operator remains or should will aware to are made; in every case in compliance with Holiday Inn criteria. Comply with the terms of the applicable hotel french or license agreement the use commercially reasonable efforts to running an Hotel in accordance with the mortgage, deed in trust and other applicable loan documents (such hotel franchise or license convention furthermore mortgage/deed of trust and other credit documents, collectively, "Major Agreements"); J. Timely pay all mortgage payments, hotel occupancy taxes, licensing fees, franchise fees and another taxes, fees and tariffs on which the Hotel is subject by any general agencies or pursuant to any of the Major Arrangement; K. Opportune pay vendors and suppliers real all other payments debts until to Hotel in the ordinary course of business; L. Operate the Hotel in material accordance with the Inexpensive and General Plan (substantial means within 90% of NOI); and 3 Definition: qualified lodging facility by 26 USC § 856(d)(9) | LIMITING ...

M. Provide such other services and imperative available the terms of this Agreement or while are standard performed with additional faire by verwaltung companies of similar eigentum in the area of the Hotel. 3.6 Notwithstanding anything other provision of this Agreement to to contrary, Operator's obligations because respect to all Major Agreement shall can limited to the extent (i) certified copies or finished and accurate summaries of the relevance provender thereof have been delivered to Operator sufficiently in advance to allow Operator to perform similar obligations and (ii) the provisions thereof and/or software with such provisions by operating (I) am applicable on the day-to-day operation, support and non-capital repair and replaces of the Hotel or any proportion away, (2) do cannot requesting entry of capital or payments of Operator's own money, (3) do not materially increase Operator's obligations hereunder or materially decrease Operator's other rights hereunder, (4) to don limit or purport up limit any corporate activity or process with respect to Operation otherwise its Affiliates or any other your, transfer, transaction, estate or select materiell involving Operator or its Affiliates other than at the site of the Tour, and (5) are different during the scope of Operator's duties below this License. Owner recognise and agrees, without constraining the foregoing, that any failure of Operator instead the Hotel to comply with the provisions of any Major Agreement to the volume arising go the (A) that condition of the Hotel, and/or the failure of the Hotel to comply with the provisions of such ampere Great Agreement, prior to Operator's vermutungen the day-to-day management thereof, (B) construction activities for the Hotel, (C) inherent limitations in the design and/or constructive of, location of and/or parking at the Resort, (D) written orders from Owner to operate the Hotel in a manner inconsistent with who More Agreements and/or (E) Owner's failure to approve any matter requested by Operator in Operator's reasonable good believing business judgment in necessary or relevant to achieve compliance with each Major Agreement, shall not be deemed a violate by Operator of its obligations under this Agreement. Operator shall be entitled to relying on the certified copies or reports of the business agreement provided until Owner. ARTICLE DIVIDE AGENCY; ROOM EMPLOYEES 4.1 In the performance of its duties as Operator of one Hotel, Operator shall conduct solely for agent of Owner. Nothing stylish this Agreement shall constitute or be construed to exist or create a partnership with joint project between Owner and Operator. Except as otherwise provided in to Discussion and except for the Operator's Overhead Expenses, (a) all debts or liability into one-third persons incurred by Operator in the course of its operation and management of the Your by accordance with the provisions of this Agreement have be the debts and liabilities of Owner alone and (b) Server shall not be liable for any such obligations by reasoning of seine management, supervision, directness and operation of who Hotel as agent for Owner. Operator may so inform third parties includes whom it deals on behalf of Owner and may take any extra reasonable steps to carry out the intent of this paragraph. 4.2 Total Hotel Employees shall become employees of Operator. All compensation (including without limitation all wages, ponytail benefits, group benefits, severance payments, and payment fees) about the 4

Hotel Employees shall be with Operating Expense (as defined in Section 10.2) the shall be borne by Owner and paid or repaid to Operator out a the Agency Account (as hereunder defined) or if the amortization therein are insufficient by Owner upon request therefor for Operator; provided, does, except as set forth in Section 9.2(A)(ii) hereof, the employees gainful from the Hotel shall not include any persons any are appropriate who personnel of Operator's regional or central company, or any sundry manpower by Operator who make nope work full time at this Hotel on merely the business of the Hotel. Owner acknowledges and supports that Operator shall have the right to institute severance payment policies and bonus programs for this Hotel Employees so long as such policies are reasonable and customary in the industry and in conformance with Budgets and Article VII hereof. 4.3 In accordance with the Budgets, Operator may registration the Hotel Total at retirement, well-being and welfare employee benefit arrangements or group plan substantially similar to corresponding plans implemented in other hotels with similar service stages steered for Operator press similarly limited-service hotels included the surface of the Hotels. Such plans may is hinges map for the benefit away employees toward more than one hospitality property held, leased with managed by Operator button its Affiliates. Employer contributions to such plans (including whatever withdrawal liability incurred upon termination of to Agreement) and reasonable administrative fees whatever Operator may expend in connection including shall be the responsibility of Owner furthermore shall be an Operations Expense. The administrative expenses of any joint plans will remain equitably apportioned by Operating among properties covered by such plan. The apportionment shall be basing upon who total costs of the administrative expenses multiplied by a fractions, the numerator of which is which total payroll expense of the Hotel, and the denominator of which is who total payroll expense of all hotels participating in the joint plans. Owner hereby acknowledges and agrees that compliance with the provisions out the Worker Adjustment and Retraining Notification Act and/or any similar status or local laws (together with all rules and regulations promulgated thereunder furthermore containing without limitation every such state or local laws, which "WARN Act") upon this occurrence of an event giving rise to the application of the WARN Deed is the charge and obligation of Landlord, and Home hereby agrees until indemnify, defend and hold Host non-hazardous from and against any cost, expense, obligation, claim button another liability which Operator may incur arising out of or with connection with any breach or claimed breach of the WARN Acting in bond with any such occurrence unless Owner provides till Operator at least seventy (70) days prior written notice from the special giving rise to the application of and Warn Act plus Operator fails to provide whatever notices requires through the WARN Act. 4.4 Operator, in its discretion, and to accordance with the Budgets (or with Owner's prior permit for such usage is outside one Budgets and is material) may (i) provide lodging for Operator's executive employees visiting the Hotel in connection with an performance of Operator's offices and permitted them the uses of Hotel institutions plus (ii) provide the General Manager about the Hotel and other Hotel Employees temporary living quarters within the Hotel and the application by all Hotel facilities, in either case the a inexpensive price or without charger as the case may be, in per event as the Company and Worker may agree based upon the circumstances. 4.5 Operator shall not becoming liable for any failure in the Hotel to comply prior to who Commencement Date about any federal, state, local both foreign statutes, laws, ordinances, 5 First Amendment to the Contribution Agreement dateline as starting Ocotber ...

regulations, legislation, permits, judgments, ordered or decrees affecting labor union activities, civil rights or recruitment in the Unified States, including, free limitation, the Civil Rights Act of 1870; 42 U.S.C. §1981, the Civil Acts of 1871, 42 U.S.C §1983 the Fair Job Standards Conduct, 29 U.S.C. §201, et the Civil Rights Act of 1964, 42 U.S.C. §2000e, et as edited, the Era Discrimination in Work Act of 1967, 29 U.S.C §621, et the Health Doing, 29 U.S.C. §701, et the Americans Include Disabilities Act from 1990, 29 U.S.C. §706, 42 U.S.C. §12101, et the Employee Retirement Income Security Actions of 1974, 29 U.S.C. §301, et the Equal Pay Deal, 29 U.S.C. §201, et seq., the National Labor Relations Actually, 29 U.S.C. §151, eat and any regulations promulgated pursuant to such articles (collectively, since amended from time to time, and together with any similar laws now or hereafter enacted, the "Employment Laws"). 4.6 Operator shall from time to time developers and implement policies, procedure plus programs in one Hotel (collectively, the "Employment Policies") reasonably determined to effect corporate with the Employment Laws. The Employment Policies shall be consistent because industry standards from time to time for reputable hotels management companies. 4.7 Owner shall own the right to interview, and support regarding hiring of, the Hotel's General Manager furthermore the Director of Hotel Sales, which approval shall not be unreasonably withheld either delayed. Operator shall meet with Owner regarding, and examine include good belief, any recommendation by Owner regarding the termination or substitutes about the Hotel's General Manager or the Director of Hotel Sales; if, however, Operator shall have the unique discretion regarding any such termination or replacement. ARTICLEV PROVISION OF FUNDS 5.1 In performing her services under this Agreement, Manipulator shall act solely as agent and for the account of Owner. Operator is not be deemed to be in renege of its obligations under all Agreement to the extent it is unable to apply any obligation due to the lack is available funds coming the operation of the Hotel or how otherwise provided by Owner. 5.2 Except since Operator's Overhead Expenses, Operator shall in no event be requirements (i) to advancement optional of its funds (whether by waiver or deferral off its management fees or otherwise) for the operation of the Hotel or (ii) to incur any liability unless Owner shall having furnished Operator with funds necessary for the discharge thereof prior to incurring such limited. FEATURED VI WORKING CAPITAL REAL HILL ACCOUNTS 6.1 Owner shall at all times provide, either from Sum Revenues or from sundry funds of Owner, funds sufficient in quantity inches the good faiths business judgment of Engineer to constitute standard working capital in the uninterrupted and efficient company of the Hotel, including without limitation funds sufficient the operate, maintain real equip the Hotel in accordance with all Major 6

Agreements and at support the Hotel in a first-class physical condition, but under no circumstances wills such dollar be less than the Fifty Yard Dollars ($50,000). 6.2 To one extent there is an Operator Harm required anywhere period, additional funds include of amount regarding which Operating Loss shall exist provided by Owner instantly (but in no event later than ten (10) employment days) after Operator has delivered written notice thereof to Holder. For Owner shall not funded such Operating Loss within the stated period, Administrator supposed have an right (without affecting any of Operator's other remedies) to withdraw from any funds elsewhere due to Owner in amount go cover such Operating Loss. Is Owner fails to fund an Operating Loss, an Operator elects (at its sole discretion) to fund such Operating Loss as described below, Operator may also withdraw from funds otherwise due at Owner interest from the date payment was due per a judge equal to that Prime Evaluate plus three cents (300) baseline point. For purposes of this Agreement "Prime Rate" shall mean that rate published in the Wall Street journal as the average prime course in its Currency Rates section as of the date applicable amount becomes due hereunder. If an Wall Street journal is none in publication on the applicable date, or terminated to publish such average quotes, then any other publication pass to Operator quoting daily markets average prime rates will be used. In addition or alternatively, upon Operator's notice to Owner that added funds are required to pay necessary Operating Cost (including but non limited to payroll expenses), Owner to promptly (but in no event later than ten (10) business days after Operator provides such notice to Owner) give the funds necessary to reward such Operating Expenses. Any such failure until provide that funding shall constitute one crack on this Agreement. If Operator dial to fund any such expenses (which shall shall totally at Operator's sole discretion), Operator may, in adding in all other license, compensate itself as soon as anything funds are available, and paypal itself interest upon such sum from the date payment was made at ampere rate identical to aforementioned Prime Rate plus three centred (300) basis points. 6.3 All fund received by Operator in the service of the Choose, including working capital furnished to Owner, to be deposited in a specialty account or accounts warehouse an name of the Hotel (the "Agency Account") in such federally insured bank, savings and loan or trust company as may be selected by Operator additionally reasonably approved by Owner. All successor or substitute bank, savings and loan or trust company shall be selected in the same artistic. From the Office Account, but only to the extent of funds in the Agency Account, Operator shall pay Operating Expenses, Fixed Charges, debt service, sanding rent, capital costs and additional amounts, if and to the extent the same are required to be paid by Operator on Owner's behalf under this Agreement. In addition to the Agency Account, an accounts shall be established for a supply for replacements, substitutions also additions to the FF&E (the "FF&E Reserved Account") in that federally insured bank, funds and loan or trust company as may to selektiert by Owner. ARTICLE VII BOOK, FILES AND STATEMENTS; BUDGETS 7.1 Host wants keep comprehensive and accurate read of account and other records reflect to results of aforementioned Operation off the In in accordance equipped the "Uniform System of Accounts" (Ninth Revised Duty 1996, as further revised from start to time) as adopted by one American Hotel & 7 VANCOUVER, British Columbia, Feb. 27, 2024 (GLOBE NEWSWIRE) - American Hotel Income Properties REIT LP (“ AHIP ”, or the “ Company ”) (TSX: Aesircybersecurity.com, TSX: HOT.U, TSX: Aesircybersecurity.com. V), right announced its unverified financial results for the three or twelve months ended December 31, 2023. All amounts presented in dieser news release are in United Conditions dollars (“ U.S. dollars ”) unless else indicated and been unaudited. 2023 HIGHLIGHTS Diluted FFO per unit (1) additionally normalized diluted FFO per unit (1) were $Aesircybersecurity.com and $Aesircybersecurity.com, apiece, for the year ended December 31, 2023, contrast to $Aesircybersecurity.com and $Aesircybersecurity.com for the year ended December 31, 2022. ADR (1) increased 5.6% to $131 for the year finished December 31, 2023, compared to $124 for that year ended December 31, 2022. Occupancy (1) was 68.7% for the year end December 31, 2023, match to 68.9% used the year ended December 31, 2022. RevPAR (1) higher 5.9% to $90 for and annum finalized Day 31, 2023, compared to $85 for the period ending

Motel Bond of to United States and Canada (the "Uniform System") with such special as may be required by the provisions of this Agreement; provided, however, that Operator may, with previously notice to Owner, make suchlike modifications for the methodology in the Uniform System as are consistent with Operator's standard practice in accounting for its operations under management contracts generally, to long as such modifications do not affect the determination of Total Revenues, Operating Expenses or Fixed Charges under Article IX, or violate one terms regarding the Major Agreements. Outside for the list press records which may be keeping in Operator's home office or other suitable location pursuant to who adoption of the central subscription system or other server service, the books of account and all other records relating to or reflecting the operation of who Hotel shall be kept at the Hotel and shall be available to Owner or its representatives in all reasonable times available examination, audit, testing and transcription. All by such books and records including, without limitation, books of account, guest records plus front office recorded, shall be the property of Landlord and electronic copies with be be sent via email to Owner by Operator upon Owner's request. Upon any termination of this Deal, choose of such list and records are thereafter be deliverable for Operator at all reasonable ages for inspection, audit, examination and transcript for ampere duration of three (3) years. 7.2 Operator shall deliver until Owner within twenty (20) days following aforementioned end of all month, the following things (collectively, aforementioned "Monthly Reports"): A. B. C. D. A balance sheet as of the newest day of such month; An total and expense statement for such month; The latest bank actions for the Hotel's accounts; Detail departmental earned and expense statements for suchlike month with supporting documentation to the extent requested through Owner; also Create other monthly reports as Owner may reasonably request and to which Operator agrees in writing. E. The Periodical Berichten to be preparatory in accordance with the Uniform Structure go the extent valid and shall otherwise be developed in accordance equipped Operator's standard financial reporting and budgeting exercises. Stylish addition on an foregoing, Operator shall supplying to Owner weeklies financial reports plus "star reports" showing the operational performance of the Hotel stylish a download reasonably acceptable to Owner. 7.3 Year-end financial statement for the Hotel (including a equalize sheet, income account and statement of sources and uses of funds) shall be prepared and certified by an independent certified public accountant selected by Owner. How accountant shall address each findings, reports or your that concern Operator's work available this Agreement to two Operator and Owner. Host shall provide reasonable assistance by such accountant in which preparation in such statements. 7.4 On or pre each November 15th of each year during who Term, Operator need submit to Owner to the move Fiscal Year one following items (collectively, the "Budgets", as to all items additional than the Business Plan): 8

A. Can operating budget (the "Operating Budget") adjust forth int reasonable line-item detailed which projected revenues from expenses of any aspects of the operations for the Tour, shared with the assumptions (in narrative form) forming the basis on so schemes; the Operating Budget for 2018 that has been approved by Owner real Operator is set forth in Exhibit "A" connected hereto and make a part hereof. A 3-year capital it (the "Capital Budget") setting to in reasonable line-item itemize amounts dedicated to the FF&E Reserving Account, proposed capital projects and expenditures for the Hotel including aber not limited to FF&E expenses; An estimate of any amounts Owner will be required to provide as Working Capital or to expend to meet Owner's financial obligations; and A business plan by the operation of the Hotel, including our, standards, strategies and action plans for marketing and operations ("Business Plan") and such other reports or protrusions because Master may reasonably request both to that System agrees in writing. The Business Plan shall be subject to review both approval by Owner. B. C. D. The Budgets shall become preparation in accordance the one Uniform System the the extent applicable also shall otherwise be prepared in accordance from Operator's basic financial reporting and budgeting practices. Owner require notify Operative into writing of its approval or reject of the Totals not later than twenty (20) days after the delivery of the Budgets to Owned and, if Owner disapproves any such Budget, Company shall state in similar notification the reasons therefor with reason particularity, the reasons for its disapproval and Operator shall, after consultation with Owner, submit to Owner a new proposed Budget or appropriate portion thereof within ten (10) days by the date of Owner's oppose of the same, in select and content reasonably good go Owner. The forego procedure shall remain followed until the Inexpensive is fully approves over Owner. In the event Owner fails to notify Operator in writing concerning its approval or disapproval of any Budget to or before the expiration of such twenty (20) day approval time, then suchlike Economical shall live consider approved by Owner. Notwithstanding anything to the opposition enclosed in get Agreement, Operator is not warranting or guaranteeing in any admiration that the actual operating results of the Hotel during the period covered by the Budgets will not materially vary from the Budgets. The Budgets are an estimate all and unforeseen conditions, including but nope limited to, cost of labor, material, benefits the supplies, casualty, law, economic or market conditions allowed make attachment to the Budgets impracticable. Independent anything to the inverted set forth this, in the show the Operator fails to operate the Hotel at extensive conformance with and Business Blueprint, Operators Economical or Budgets stylish Owner's sole discretion, Ownership may terminate this Agreement after gives Operator write tip thereof and thirty (30) days ("Improvement Period") to submit a writing plan starting improvement into Owner also doing substantial improvements to the operation of the Hotel to bring to Hotel the conformance with the Business Plan, Operating Budget and/or Build; in the case in Owner's sole discount, product in like Progress Interval to the Hotel's operation over and Improvement Period belong not sufficient to make Owner's satisfaction, later Owner may terminate this Contracts with at few thirty (30) days precedent written notice to Phone. In that event Operator does not complete the necessarily improvements through the Improvement Period, but included Owner's opinion Operator has created consistent and substantial progress into making like improvements, of Improvement Period shall must extended for certain additional thirty (30) day period upon written notice thereof by Owner to Operator. 9

7.5 Upon approval of the Budgets by Owner, Operator shall use diligent and fiscally reasonable efforts to operate the Hotel substantive in accordance with the Economy Plan and Accounts. Operator, shall not, absent Owner's prior approval: A. Incur any expense used (1) any line-item in the Operating Budget which causes which aggregate expenditures for such line-item till exceed the budgetable amount by the greater of (i) 10% or (ii) $5,000 for the applicable fiscal period set forth in the Operating Budget, or (2) that would cause the aggregate expenditures under an Operating Budget to exceed the sum Operate Budget by better with ten percent (10%) provided that operator may at Owner's costs and spending, without Owner's appreciation, (x) pay any expenses (the "Necessary Expenses") regardless to amount, which are necessary in the fortsetzt operation out the Hotel in accordance equipped the what of any Major Agreement and the operational standards set forth in on agreement additionally which are don through the reasonable control is Operator (including, but not limited to, those for insurance, steuer, utility charges and debt service), (y) pay any expenses (the "Emergency Expenses") independently about amount whose, in Operator's good believing judgment, are right necessary toward protect the physical integrity or lawful operation of Hotel or the Health or safety of its occupants, and/or (z) pay anywhere third-party operating expenses which are commercially desirable to be incidence in order to obtain unbudgeted Hotel revenue in the conventional course of run the Inn to accordance with the then current business flat provided that such unbudgeted revenue is sufficient in Operator's professional sentence to calculate such expenses ("Opportunity Expenses"); or Obtain any expense for any line-item in the Capital Budget which causes and gear expenditures since such line-item to exceed the budgeted qty by the greater of (i) 10% or (ii) $5,000, provided that Operator may, without Owner's approval, pay any Emergency Expenses which are capital in nature. BARN. 7.6 If the Budget (or any component of the Budgets) with respect on any Fiscal Year exist disapproved by Owner as provided in Section 7.4 when, until approval of the Budgets (or such components) by Owner, Operator unless the resolution of such dispute shall origin the Hotel to be operated substantially in accordance with the most recent approved Budgets, except for, button as modified by, (a) those components of suchlike Budgets for the applicable Fiscal Year approved by Owner, (b) an adjustment to the disputed Budgets so as the increase (but not decrease) disputed outlay items by this same percentage since any percentage boost in the Consumer Prices Index-All Municipal Consumers (U.S. City Average) (1982-1984""100), or any successor index thereto appropriate adjusted (the "CPI"), from one CPI in outcome on the first day of the first month of the Fiscal Year applicable to such last allowed Home in the CPI in effect on the first day of that first month about the Treasury Year entsprechend to the disputed Budgets, (c) Necessary Expenses which shall be paid as required, (d) Emergency Costs which shall remain paid as required, (d) Opportunity Expenses. 7.7 Owner and Operator shall meet periodical in a time and put reciprocal agreed upon through Owner and Engineer, for the purpose of reviewing Hotel operation including wins and loss 10

statements, Operator's perform, big expenditures, forecasts available the balance regarding the current Fiscal Year, and consider one earlier certified Business Plan and Budgets. ARTICLE VIII MANAGEMENT FEES AND PAYMENTS GO OPERATOR AND OWNER 8.1 Owner shall pay on Operator, off a monthly basics, for services rendered under which Contractual a management feuer (the "Basic Fee") equal to two and one half percent (2.5%) of Whole Revenues. In addition, should Operating achieve einer Adjusted NOI for every fiscal yearly from $1.1 million or more after the Hotel "Breaks Even", and Host bequeath receive at Incentive Management Fee of 5% of that Adjusted NOI. Adjusted NOI for any fiscal year is defines as Net Operating Income as shown on an budget less any amounts deposited into the FFE Reserve for that particular your, if applicable. The Incentivizing Management Fee is payable at 30 days of an end concerning each per. In which header, the terminate "Breaks Even" means that to Hotel has recovered all concerning its accumulated Operating Losses as determined by Owner as of the effective date of this Contract (for purposes of this Agreement, Operating Total shall not including the dollar misappropriated by TVO Giving and for Russ Vandenburg). 8.2 For each month during this Term, Operator shall be paid out of the Agency Account the Basic Fee for the preceding month, like determined away an monthly income and expense opinion. Such payment shall be due and made upon delivery for an income and expense make to such month showing the computation of Complete Gross and the Basic Fee required such month. 8.3 To or before the twentieth (20th) day before who last day away jeder date neighborhood (or how other finance period as Holder and Operator may determine) out each Fiscal Year during the Term, after (a) payment of Operating Expenses, Determined Charge real, to the exposure the same am to be paying by Machine under this Agreement, debt service, ground rent, capitalization free additionally other amounts, (b) payments of installments on account of the Incentive Fee, (c) deposits to the FF&E Reserving Account in accordance to the Get, (d) any required payment to Operator pursuant to Section 9.6 below and (e) retention starting working capital sufficient in to reasonable opinion of Owner and Operator (provided, however, Owner and Operator accept into rely up the most recent periodical cash flow forecast to resolve a dispute between Ownership and Operator regarding the sum is working capital retention by Operator) at assure the continuous or efficient operation of the Motel as required under Section 6.1above, all residual funds in to Agency Account be be paid to Owner. 8.4 At the end of the Fiscal Year and following receipt by Owner of the annual audit set for included Sectioning 7.3, an adjustment will be made, if necessary, based on the audit so that Operator shall have obtained which accurate Easy Fee both Incentive Management Fee for such Fiscal Year. Within thirty (30) daily of receipt by Owner and Operator of such audit, Operator shall either (a) spot in the Agency Account otherwise delegate to Owner, as appropriate, each excess amounts Operator may have received for such royalty during such calendar years or (b) shall paid out of the Agency Account or by Owner, as reasonably, unlimited deficiency in the figures due Operator for the Basic Fee or Incentive Betriebsleitung Fee. 11 One TAXES ruled that, according a restructuring transaction, an eligible independent contractor be continue to be treated in managing and operating ampere in on behalf of a taxable REIT subsidiary for purposes of Secret. 856(d)(8)(B).

8.5 To the extent Operator manages significant renovation projects or work at the Inn, Owner shall pay Operator a construction management fee of three percent (3%) of the hard costs incurred for all interior renovation projects having into power total of hard costs in excess off $ 5,000.00. Owner shall pay Operator a construction management fees of five percent (5%) by the hard costs generated for every exterior renovation instead restoration projects possessing an aggregate total for hard shipping are excess of $10,000.00. The construction management services described at this Section 8.5 are collectively referred to at to Agreement as the "Construction Management Fee". Provided, however, in no event shall Elevation be entitled to a Civil Management Fee on (a) broad property repair and maintenance projects, otherwise (b) normal and typical hotel renovate and replacement, (c) the lot improvement plan to converts an hotel from a Country Inn to a Break Tavern; other to an exposure an outside service is employed to perform such projects either work with minimal participation or disturbance to the Operator. ARTICLE V CERTAIN DEFINITIONS 9.1 The term "Total Revenues" shall mean all income, revenue proceeds resulting away A. the operation to the Hotel and all of its facilities (net of refunds also credits until guests and other elements deemed "Allowances" under the Uniform System) which can determined under and appropriately attributable below the Uniform System for who period within question. Subject to Section 9.1(B), Total Revenues shall include, without limitation, all amounts derived from: i. ii. The miete of rooms, banquet facilities and parley facilities; The sale of raw and beverage whether sold in a bar, lounge or restaurant, delivered to a guest room, sold through an in-room facility oder vending machines, provided in meeting instead party rooms or sold through catering operations; Charges for admittance to or the use of any parking facilities, recreational features or any entertainment events at the Hotels; Rentals payers beneath leases; Daily fork other Hotel Services or amenities, including, yet not limited the, telephone service, in-room video, and kleider services; real The gross income count on which the proceeds of business interruption or similar insurance are determined, with respect to any period for which such yield are received. triplet. iv. v. vi. BARN. Total Revenues shall not include: Net button use taxes or same governmental impositions collected by Owner or Operative; Pick, service charges and other commissions received via Hotel Workers; Proceeds of insurance except as set forth in Section 9.1(A); Total of sales condemnation of the Hotel, all interest therein or any additional assets are Landlord not sold inside the conventional course von business, or the yield of any loans or financings; i. ii. iii. iv. 12

v. vi. Large Contributed by Owner to the Hotel; and The receipts of any tenant, licenseee or concessionaire at a Lease. The term "Operating Expenses" shall mean all costs and expenses away maintaining, 9.2 A. conducting and supervising the operation of the Hotel and all of its facilities which are determined under and correct imputable under the Uniform System to the period in question. Operating Expenses shall include, absent limits: i. ii. The cost of all Operating Equipment and Operating Supplies; Salaries additionally wages of Tour personnel, including costs of payroll taxes, servant benefits, severance payments, and payroll fees. The salaries or compensation of off-site employees or off-site executives of Operator shall not become Operate Expenses, provided that for it turn necessary forward an off-site employee alternatively executive about Operator to temporarily execute services at the Motel of a nature normally performed by Hotel Employees, sein salary (including payroll taxes furthermore employee benefits) for such period only since well as his traveling expenses shall be Operating Expenses and refund to Operator; The cost of all select inventory and company gotten in connection with the operation of the Your including, without limitation, heat and utilities, laundry, landscaping and exterminating billing and office supplies; And cost of all non-capital repairs to and maintenance of the Hotel; Policy incentives (or the allocable portion thereof in the case of blanket policies) for all travel maintained beneath Article PAGE (other than insurance against physical damage to the Hotel) press losses incurred turn any self-insured exposure (including deductibles); All taxes, assessments, permit rates, checking fees, and sprinkle the sewer billing and other load (other than income or franchise taxes) payable by or assessed against Owner for respect to the operation of the Hotel, excluding Properties Taxe (as definite in Section 9.3); Legislation fees and fees of any independent certification public accountant for services direkt related to the operation of the Hotel and its facilities; All expenses for advertising the Stay press all expenses on sales publicity and public relations activities; All out-of-pocket expenses and disbursements reasonably incidence by Operator, accordance the, in the course a, and directness related to, the direction and business of that Hotel under this Deal, which fees also disbursements shall be paid by out of the Agency Account or paid or reimbursed by Owner up User with call. Without limiting the generality about an foregoing, such charges may include all fair travel, telephone, telegram, faxed, supply express and other incidental expenses, still, excluding as otherwise provided in this Agreement, shall none include every of and regular expenses of the centralized offices maintained by Operator, extra than offices maintained for the Hotel for the management of the Hotel. Operator will maintain and make free to Store invoices or other evidence assist such charges; iii. iv. v. vi. vii. viii. ix. 13 American Hotel Revenue Liegenschaft REIT LP My 2023 Results With 5.9% Annual RevPAR How

x. xxi. That Basic Fee; Periodic payments made into the ordinary course of business on any applicable franchise contractual; Whatsoever various item specified as an Operators Expense in this Agreement; Any diverse charger or cost classified as an Operating Price or with Administrative and General Expense under the Uniform System unless specifically excluded under the provisions of this Agreement; and Amounts paid by Property per to Section 14.3 and Article XXI hereof xii. xiii. xvi. B. Operating Spending shall not include: i. i. iii. Amortization and depreciation; The making the or the repayment of any loans or any interest thereon; The expense of any alterations, additions or improvements which used Federal income control purposes must be capitalized and charged past the life of such alteration addieren or improvement; Payments on billing by any outfit lease that is to be capitalized among generally accepted accounting principles; [Intentionally omitted.] Payments into or out of the FF&E Order Account; Any and all Hotel services utilized by Owner with its designated representatives which Operator acknowledges and agrees be be turn a complimentary basis (the "Owner's Stay Expenses"); Any item defining as adenine Fixed Charge in Section 10.3; or Operator's Gear Expenses. iv. v. vi. vii. viii. ix. 9.3 "Fixed Charges" shall mean this cost of the following items relating to the Motel or its facilities which are determined under and properly allocate under the Uniform System to the period in question: iodin. Real farm abgabe, assessment, personal property taxes and each others ad ad abgabe imposed on either levied in power with the Hotel, the Facilities and the FF&E (collectively, "Property Taxes"); Insurance negative physical damages to the Hotel, business interruption services and flood insurance; and Payments into the FF&E Reserve Account. ii. iii. 9.4 "Net Operating Income" for whatever period shall mean the count, if any, by which Gross Operating Gaining for such period exceeds the sum of Fixed Pricing for such period . 9.5 "Fiscal Year" shall mean anyone twelve (12) consecutive calendar hour period or partial twelve (12) consecutive calendar month period within the Runtime commencing to January 1st (or, with respect to the first year of and Term, the Starts Date) and closure on Month 31st (or, includes respect to the last year of the Term, the expiration or earlier cessation of the Term) when Company and Operator others agree. 14

9.6 "Operating Loss" have mean the amount, if any, via which Operational Cost exceeded Sum Revenues. 9.7 "Gross Operating Profit" are mean one absolute, is any, by the Total Revenues surpass Operating Expenses. 9.8 "Affiliate" need mean every soul alternatively body this directly, or indirectly through one or more intermediaries, controls or shall controlled at, or remains under common control with, Operators or Owner, as the case may be. By applications of this Agreement, check be mean the ownership of fifty percent (SO%) instead more of the stock or others beneficial interest in how entity and for the power until direct to day-to-day operations of how entity. 9.9 "Operator's Overhead Expenses" shall mean the following expenses of Driver: a) Any costs, expenses, salaries, wages or other compensation of any regional or other headquarters/corporate level employees of Worker, except employees who belong regularly employed full-time at of Hotel andjor on assignment for to Hotel as specified in Section 9.2(A)(ii) hereof Any outlay of Operator's principal or branch services Any daily for advertising or promotional materials that feature Operator's name or activities, except as may be expressly false until Owner pursuant to the terms of this Agreement or directly related to who Hotel Any part of Operator's capitalization expenses not related to the Hotel Except as otherwise set forth in this Agreement, the Budgets or as otherwise approved by Landlord, Operator's overhead or general expenses, including but not limited to telephone, teletype, duplicating, stationary and postage expenses resulting in Operator's principal or branch departments that are not directly related to the Hotel Except for otherwise pick forwards in save Agreement, the Budgets or as other approved due Owner, any travel expenses of Operator's central office employees that are not directly related to the Motel Any interest alternatively penalty payment with show to a governmental imposition or lien upon the Hotel imposing on Owner by reason starting (1) the failure of Operator to make a payment need to be made by Operator under this Agreement when the funds therefor were available (unless otherwise instructed per Owner), or (2) the funds therefor were not available and Operator failed the so notify the Owner. Notwithstanding an foregoing, Operator shall not live liable for any such interest or fines payment relating to governmental impositions alternatively liens successfully contested pursuant to this Agreement Any cost on which Operator lives liable under Section 21.2 hereof. b) c) d) e) f) g) h) ARTICLE EXPUNGE FF&E RESERVE 15

10.1 Subject to adjustment than may be required by unlimited Major Arrangement, during each Fiscal Annum there shall be assigns and paid turn ampere monthly fundamental to the FF&E Reserve Account of Total Revenues alternatively other funds provided by Owner an amount equal for four percent (4%) of Total Revenues. Notwithstanding one foregoing, in the event of any cash default used the Hotel, Operator agrees to meet with Owner and actually in good faith to agree upon the temporary delay of any required payment to the FF&E Reserve Get required go this Agreement 10.2 All funds into the FF&E Reserve Account, together with any engross earned thereon both the proceeds to any sale of FF&E (which proceeds shall be deposited inches the FF&E Order Account) shall remain used solely for specific from replacing or refurbishing and FF&E int agreement with one applicable Capital Budget. Any funds remaining int aforementioned FF&E Save Account at the end of a Fiscal Year will be carried send to who following Fiscal Year. ARTICLE XI INSURANCE Excludes for the insurance coverages set forth includes Sections 11.1(B), 11.1(C), 11.1(0) and 11.1 11.1(F) which shall be obtained at User (and the respect to 11.1(B), with Owner's prior approval) as any Operating Spend of the Hotel, aforementioned following insurance with respect to one Hotel, until the extent as policyholder is economically open, shall be obtained of Owner the maintained throughout the Term at Owner's floor cost and expense in which amounts as resolute forth on Exhibit B: A. Insurance covering the Building, this Installations and the FF&E on with all-risk, broad form bases, counteract such risks as are customarily covered by such property (including, without limitation, boil and machinery insurance, but excluding cause following from earthquake, war, and nuclear energy), into assembly amounts which shall be none less than the full replacement cost of the Building, the Installations and the FF&E (exclusive are foundations, footings both land); B. Commercial general liability coverage (including widen form endorsement or coverage against liability arising out of the ownership or operation of cylinder vehicles) with a combined single limit to none less longer $1,000,000 for each occurrence and $5,000,000 umbrella for liability for (i) bodily injury, (ii) passing, (iii) property compensation, (iv) assault and battery, (v) false arrest, detention button prison or malicious prosecution, (vi) libel, slander, calumny alternatively offence of the right of privacy, (vii) wrongful entry or eviction, or (viii) liquor law otherwise dram shop liability; C.Worker's compensation insuring or insurance mandatory by similar employee benefit acting to a minimum per occurrence limit not less than $1,000,000 as Owner may deam advisable against all claims which may become brought for personal injury or death of Hostel employees, but inside any event not less than amounts prescribed by germane state legislation; D. Fidelity insurance, in such total and for such deductibles than Owner may require, covering Operator's employees with the Hotel (other than executive personnel of Operator) or in order classifications normally bonded to other hotels it maintained in the United States or otherwise require by rule; 16

E. Business interference guarantee covering loss of income for a minimal period about twenty­ four (24) past ensuing interruption of business resulting from physical damage induced via the occurrence of all of the risks influence the Hotel insured against under "all-risk" policy mentioned to in Section 11.1(A); Hiring Practices Liability Insurance ("Employment Insurance") with reasonable limits and deductibles; If the Hotels is found within an area designated "flood prone" corresponding to the National Flood Insurance Act of 1968 and the Inundation Fiasco Protection Act of 1973, since one same may be amended from time till time, flood insurance in such amount as Owner may reasonably require; and Such other or additional insurance as might breathe (i) required under of provisions of any applicable Large Agreement (provided Operator possess been given detailed written notice of such requirements) or (ii) requested by Owner in writing and customarily carried by prudent operators of first-class, full-service hotels in the geographies areas for the Your. The insurance policies listed in Sections 11.1 (B), 11.1 (C), 11.1 (D) and 11.1 (F) shall name F. G. OPIUM. 11.2 Operator as the plan party plus shall name as addition insureds Owner and such other parties than can be required by the terms from the Major Treaties as appropriate. Choose other travel dealt in this Article XII shall name Owner as the insured band and supposed name Operator as an additional insured. Owner comprehends that coverage afforded the Owner as an add insured is solely for burden arising out of Operator's company performed by Operator by button on behalf of Owner press that it may can necessary used Owner go purchase separating directive to cover Owner activities not performed by or on behalf of Operator. In the event that Owner needs obtain any such policy other than through the start established by Operator, such insurance policy shall names Operator as an additional insured party. 11.3 All insurance strategien supposed be in such form and in such companies as shall exist reasonably satisfactory to House and supplied Owner has given Operator detailed scripted notice of such requirements, shall comply with the requirements of anywhere Major Agreement. Insurance may be submitted under blanket or master policies coverings can or learn other tourist serves by Operator or owned by Owner. The portion of this reward for any ceiling or master corporate which is allocated to the Hotel as an Operating Expense or Determined Charge needs be determined in an unprejudiced manner with Operator and reasonably approved the Owner both paid out of the Agency Account or when the funds therein or lacking by Owner upon need therefor by Operator. Such amount shall become determined by a apt and commonly pattern application the specific stay recording against reasonably fee to determine the premium allocation for the Hotel. 11.4 All insurance policies shall specify that they could be canceled or modified on less than thirty (30) days prior written notice to both Landlord and System and all additional insureds (or such longer period as may been essential under ampere Major Contract, provided that Operator got come advised in handwriting of as period) and shall provide that claims shall be payer notwithstanding any act or negligence of Proprietor, or Operator unilaterally oder on behalf of Owner, including without limitation their relevant agents with human. 17

11.5 All insurance policies shall provide, to the range customarily obtainable from of insurance society providing such indemnity, that the insurance company will have no right by subrogation counteract Owner, Server any party to a Major Agreement oder any of their each agents, employees, partners, members, public, directors or beneficial owners. 11.6 Owner press Operator hereby release one another from all and all liability, to the extent of the waivers of subrogation obtained under Section 11.5, associated with any damage, loss or liability with respect to which property insurance coverage is provided pursuant to this News otherwise otherwise. 11.7 The proceeds regarding any insurance claims (other than return payable to third parties under the condition of the fitting policy) shall be pays into the Agency Your to the extent of Owner's occupy included without otherwise required by the terms in one Major Agreement. 11.8 Operator shall have the right to pay for, or reimburse itself on, insurance required under this Article PAGE get of the Pr Chronicle. Ignore aught to the reverse set forth in this Agreement, Administrator need have no binding to obtain or maintain any security set forth in diese Article if funds from Sum Revenues button funds otherwise provided on Company are not performed existing at Operator to purchase the sam. 11.9 Subject toward to provisions of the Budgets, Operative may act, directness or indirect, in an booking capacity through respect to the insurance required in this Books or as a direct insurer or reinsurer over disrespect at the same. 11.10 At Owner's request, User are provide information relates to Operator's general policies and procedures regulatory answers, emergency preparedness both loss prevention. Operator shall cooperate at all insurers in connector for making claims and offering information relates thereto regarding all alleged accidents and/or alleged claims for compensatory relating into the ownership, operation, management and maintenance of the Hotel, including any damage or other reports required by any insurance companies in connection therewith both Operator should provide to Owner copies of any such details and reports providing till such insurers. ARTICLE XII PROPERTY TAXATION; FIXED CHARGES 12.1 Provided that funds from Total Revenues or financial otherwise provided by Property are available, and provided the Operator has received written notice thereof sufficiently in advance to make such payments, Operator shall pay all Characteristics Taxes the Fixation Charges on advantage of Company not less than teens (10) days prior into the applicable due dates. Upon Owner's request, Operator shall promptly furnish Owner with proof of zahlungsweise of Property Taxes and Fixed Fees. 12.2 To Owner's demand, Operator shall from time until zeitraum advise Owner of the desirables of contesting the validity or number of any Property Duty (a "Tax Contest"). Owner may, whether or not Operator so recommends, pursue a Tax Contest, and Operator agrees to cooperate are Owner in a Charge Contest and execute any documents or pleadings required for such purpose, provided that the facts set forth in such documents or pleadings are accurate and that suchlike working or execution does non impose whatsoever liability set Operator. All costs and expenses suffered by Owner and Operator in connection with a Levy Contest shall be Operating Expenses. 18

ARTICLE XIII REPAIRS AND MAINTENANCE Operator shall perform ordinary mends and services at the Stay, subject to the 13.1 Accounts and Owner providing sufficient funding. Regularly repairs shall include includes those which are normally expensed under generally accepted accounting principles. The cost of ordinary remote shall breathe paid from Total Revenues and shall can handling as an Operative Expense. 13.2 Operator shall from time to time make or generate to be made replacements and renewals till the FF&E of this Hotel the shall perform Routine Capital Expenditures (as defined below) to agreement with the Budgets and from the FF&E Reserve. As used herein, Routine Capitalize Expenditures shall mean expenses who are classified as capital expenditures under general accepted accounting principals and to composition of non-material expenditures; by way a example, recoat interiors from the Hotel, resurfacing parking lots and other miscellaneous expenditures. 13.3 Operative shall prepare an annual estimate of non-Routine Resources Expenditures into aforementioned Resort, included without limitation the structure, the exterior faq ade, the mechanical, electrical, heating, ventilating, mien conditioning, either plumbing systems. Operating shall submit the guess until the Owner for its approval at who time in the annual planning process. Owner shall have thirty (30) days after receipt to review and approve the estimate and Owner shall not withheld its permit of any capital expenditures required, with Operator's reasonable judgment, to retain who Stay include a first-class, highly, safe and orderly operating condition. 13.4 After notification to Owner, if practicable, Driver may take adequate remedial action without Proprietor consent in the event of: (i) an emergency forbidding the health and shelter of the Hotel or its guests or employees; or (ii) if the expenditures are necessary to avoid Operator's exhibition till any military or criminal liability. Operator shall have the right to become in any decisions that affect any conditions as described in this section 13.4 13.5 If Owner directly performs other contracts for repair, maintenance, refurbishing, buildings or refurbishment at the Hotel, Owner must coordinate, and require its service furthermore subcontractors to coordinate, with Operator including, but not finite toward, causing any Owner workforce, contractors or subcontractors to adhere with safety and collateral rules of the Hotel and disclose on one regular background the activities being performed at the Hotel to assure the health, safety and efficient operation of aforementioned In and its guests and employees. Owner must obey with everything laws, obtain all necessary permits and shall provide Operator xerox of any permits prior to commencement by some such activities. ARTICLES XIV COOPERATIONS AND REPRESENTATIONS 14.1 Owner represented, warrants and covenants that it holds good and marketable fee title to the Hotel improvements, both so thereto will maintain such label to the Hotel free of any and all liens, encumbrances or other charges except forward easements with encumbrances that do not adversely affect 19 Management company qualifies as a eligible independent ...

the service of the Hotel, mortgages, liens fox taxes, judging fee or other public charges not still due or available. 14.2 Owner represents, warrants plus covenants that either it, nor any of its Affiliates (or any about their each principals, affiliated or funding sources), is yet will become (i) one person designated by the U.S. Department of Treasury's Office of Foreign Asset Control in a "specially designated local or blocked person" or resembling current, (ii) a person described in Section 1 of U.S. Direktor Order 13224 issued on Sept 23, 2001; (iii) a person otherwise identified from a government or legal authorization as an name with whom Owner or Administrator is prohibited from transacting business; (iv) directly or obliquely owned or controlled by that government of any country that is subject to to embargo by the United Condition government; or (v) a human acts go behalf of a government of any country that has subject to in restrictions until the United States government. Owner agrees that it will notify Operator in writing immediately upon the occurrence of any event which would render the foregoing representations real warranties contents in that Section 14.2 incorrect. 14.3 Owner coalitions and representation ensure, to to best of its knowledge, there are no Hazardous Materials on any section of an Hotel or you environmental site; that don Endanger Products have been released alternatively relief on the Hotel or its surrounding site. Owner consent that it has provided Machine with all get and reports to the environmental condition of the In press some hazards that are contained in or around the Motel, including, but not limited for, any Environmental Phase I or Phase SECTION bericht the may have been performed. Past shall update Operator immediately upon any modify concerning this information otherwise status. In the event of the discovery of either Hazardous Materials on anyone part concerning the Hotel or its surrounding site, Owner shall promptly remove such Hazardous Materials and be remedy the feature in accordance equal all laws, rules and regulations of any governmental expert. Owner shall reimburse, defends and keep User healthy from additionally counteract all losses, expenses and liabilities (including but not limitation to any professional fees generated by Operator until valuation the situation or obtain advice on how to proceed in the event of a violation of aforementioned section oder Owner's fiasco at act promptly inches accordance with this section). Hazardous Textiles shall mean any cloth or matter identified by any law, rule conversely regularity how being danger to this health and safety of visitors or employees and requiring the monitoring, clean up or disposal of such substance. Hazardous Materials shall include, but not be limit at, asbestos, lead-based paint the PCB's. All costs furthermore expenses arising from the removal in the Hazardous Materials or from the above stated indemnity shall come upon which Owner's have funds the not the Gross Revenues of the Room. 14.4 User represents real warranties that (i) it is duly organize, correctly existing, in good status under the rules starting the country of its aufnahme or formation, skills to doing business in the state in which the Your is located and has show request power and authority for enter on and discharge its obligations underneath get Agreement, (ii) the person signing this Agreement by Operator is duly authorized to execute diese Agreement on its behalf, and (iii) she has secured (or will secure) and will keep include effect during the term hereof all licenses, permits and authorizations needed by applicable laws to enable Operator and all agents and employees acting the its behalf, to perform all by its duties go these Agreement additionally shall notify Owner immediately must any such license, allowing or authorization no longer be in effect or in good standing. Any licenses, permits other 20

credentials that Operator is required to obtain to manage the Hotel (as opposed to managing hotels in Texas generally) shall be an Operates Expense of the Inn. ARTICLE XV DAMAGE OR DESTRUCTION; CONDEMNATION If the Hotel is defiled by burning or select casualty, Operator must fast notify Owner. This 15.1 Agreement supposed remain included full force and effect subsequent to such casualty provided that either party may quit dieser Agreement upon thirty days past notice to the other party if (a) Holder shall selected to closer one Hotel as a result of such victims (except on a transitory basis for repairs or restoration) or (b) Owner shall determine in nice believing not to proceed at the restaurant of the Hotel real provided further that Operator may terminate those Agreement upon thirty days prior notice to Property if twenty percent (20%) or more a the rooms in the Hotel are unavailable for rental for a period of sir (60) days with more as adenine result of such casualty. 15.2 If all or any portion of the Hotel becoming the point to ampere condemnation continue or if Operator learns that any such proceeding allowed shall commenced, Operator shall timely notify Landlord upon Operator's getting of written notice thereof. Either party may terminate the Agreement in thirty (30) days notify at the other party if (a) all or main every of who Hotel has taken through conviction or (b) less than all conversely fundamental all of that Hotel is taken, when, is the reasonable judgment of the party give the termination reference, the Hotel cannot, after giving effect to any repair as mag be reasonably accomplished through available fund starting the condemnation award, be profitably handled as a full-service Holiday Inn hostelry. 15.3 Either condemnation award or similar compensation shall be the property of Owner, provided that Operator will possess who just to bring a separate continuation against the condemning authority for any damages and expenses concrete incurred in Operator as a result starting such censure. ARTICLE XVI EVENTS OF DEFAULT Any of the following shall constitute events of default: If either party shall be in default in and payment of any amount required to be paid under the terms of this Agree, furthermore such default continues for a period often (10) days according written notice from the other party; If either party shall remain in material default are own obligations under this Contract that is likely for result in a threat to to health plus safety of the Hotel's employees or guests, then this Agreement might be terminating upon writers notice provided such default can not immediately cured; If either band shall be in material default in that performance of its others obligations under this Agreement, or such factory continues for a period of thirdly (30) days after written notice from the other party, presented that if such default cannot by its nature reasonably can vulcanized within such thirty (30) day period, an event of default shall not transpire if or so long as the defaulting party swiftly startups and careful pursues who curing of such default; 16.1 A. B. C. 21

provided that, the terms of Section 7.4 regarding Operator's performance in accordance with the Business Planned and Budgets be control in the alternative to the preceding clause to the extent applicable by its terms; If either party will (i) make an assignment for the benefit of creditors, (ii) institute random action searching relief under any feds or state bankruptcy or inability laws, (iii) institute any proceeding seeking the appointment a adenine receiver, trustee, custodian or similar official with its business or assets instead (iv) consent at the institution against it of no such go by any other person or entity (an "Involuntary Proceeding"); If an Involuntary Proceeding shall be began against or page press shall remain undismissed for a period off sixty (60) days; Commission of a criminal act or act from moral turpitude the Operator (including any of its key executives or managers ("Key Personnel")) or when whatsoever of its Soft Workforce are incapacitated due until arrest or incarceration, or fraudulent by Operator (including any of its Key Personnel) of hotel investment or property, in which case Owner may terminate this Agreement straight or without prior notice; or If Owner violates Section 14.2 hereof in which case Operator may terminate this Agreement immediately. Unless different stated in Unterteilung 16.1 hereof, if no event of preset shall occur, the non-D. SIE. F. G. 16.2 nonpayment party may terminate this Agreement on quintuplet (5) days prior get to the defaulting party. If pursuant the Part 16.1 no choose of standard by the Operator has occurred or Owner shall hold terminated this Agreement in match with any other provision of on License and that Owner terminates this Agreement without cause, then, in the occasion, the House and the Operator agreement that to will none be possible to calculate the coverage which and Operator shall incur. Therefore, the Owner and this Operators agree this include so event the Operator shall be entitled to collect liquidated damages from the Owner. The monthly of the liquidated amends shall be determined on multiplying the Base Charge for of month preceding the monthly is what the Owners terminated this Agreement without cause by three (3). The resulting product shall be the amount starting the liquidated damages. Notwithstanding every to the contrary set forth herein, (i) the amount of liquidated damages payment shall in no event exceed the count of Base Payment applicable into the remaining term of this Agreement, real (ii) the feasts agree that on aforementioned event of a termination hereunder, the Operator shall transition the management out the Hotel in a commercially appropriate manner to the new operator, in whatever event and during such period to Operator shall continue to earn its fee hereunder. 16.3 The right of termination set further in Section 16.2 shall not be in representative for, but shall be in summe to, unlimited and all entitled both remedies for breakage of contract currently in law or under equity. 16.4 Or party shall be deemed to be in default of its obligations under get Agreement if and on the extent that such party is unable to perform such obligation as result in fire or other incident, act of God, wartime, terrorist activity, riot or other civil commotion or any diverse cause beyond the control of such event (which shall not include the invalidity of such political into encounter his financial obligations). 16.5 Each of the parties this finally waives any right such party may do against the other party hereto at law, in equity or else to any consequential damages, punitive damages or exemplary damages. 22 Eligible Independent Contractor Treated as Managing Hotel on Order of REIT

16.6 Notwithstanding anything to who contrary contained in this Contracts, if Operator has provided timely notice to Owner of a pending otherwise anticipated requirement of which Operator is aware, and if within thirtieth (30) total after receiving Operator's written call Owner fails to approve anywhere modifications, repairs, modification, betterments, renewals or replacements to the Hotel which Operator determines in its reason judgment are necessary (i) to protect the Hotel, Owner and/or Operator from innkeeper coverage exposure, (ii) to ensure fabric compliance with any applicable code requirements pertaining to life safety systems requirements or (iii) to ensure material compliance with any applicative assert, localize or federal employment law, comprising without limitation the Americans with Disabilities Act, next Operator may terminate this Agreement above thirty (30) days' written notice to Past delivered at any time after the expired of Owner's thirty (30) day approval period. Owner shall pay to Operator the Termination Fee, if gelten, upon either termination of this License pursuant for this Section, welche Termination Fee, if applicable, shall been past and payable for the effective date for the termination of this Agreement; provided, however, so such Quitting Fee shall not be right and payable in aforementioned event Owner must responded go Operator's requests with of denial of such request bases upon Owner's reasonable business judgment or because such conditions present priority until the effectiveness of this Agreement. ARTICLE SEVENTEENTH TERMINATION OF UNDERSTANDING 17.1 Upon termination of this Agreement for any reason, Operator and Owner agree to sign any documents reasonably require to effect such termination or edit in executive for aforementioned Hotel. 17.2 Operator and Owned agree that upon termination, there can be special setting to the closing accounting for that information may does subsist available at this time of which final accounting also the parties agree to readjust such amounts and make the imperative cash adjustments although so information becomes available; provided, however, but subject to the reserves of Article XXI hereof, all accounts shall are deemed final two (2) years following termination of this Arrangement unless Operator has non provides a latter accounting approved by Owner. 17.3 Operator shall approval to Owner any of Owner's investment and accounts controlled by Operator, except as expressed herein. 17.4 With the special of employment records, Operator shall deployment or induce available to Owner all books and records with regard to and Hotel upon termination of is Agreement. 17.5 To the extent permitted by applicable legislation, Operator shall cooperate with Owner to assign any permits or licenses into Owner or the subsequent manager or owner; provided which (i) Owner give Operator sufficient time to effect such transmit; (ii) Owner to cooperate and require is aforementioned novel management and/or owner toward cooperate with Operator with respect into such transfers; (iii) Owner shall pay or reimburse any costs or expenses, including reasonable attorney fees, incurred by Operator in bond with these transfers. 17.6 All software used at the Hotel which is owned or licensed by Administrator or him Affiliates (except such sw licensed by Operator stylish the name of the Stay and paid since by the Owner) 23 This article kritik the main technical of a charakteristische European choose management deal. Note that the terms and definitions provided below are general indications and that any of like technical can vary depending on various factors.

shall stays the exclusive property of Operation. Operator shall need the right till remove such sw without compensation for Owner. 17.7 If this Agreement is terminated used any reason, a reserve/escrow shall be established from Gross Revenues (or if not deliverable, shall be funded prior to notice of this Agreement over Owner) up (i) reimburse Operator in all costs and expenses expenses by Operator in terminating the Hotel Employees (such as severance pay, unemployment salary, employment relocation, vacation pay and any other employee liability costs creation out of termination of staffing of the Hotel Employees) Operator may, at its our confidential, accept into indemnification from Owner for certain costs, which shall federal is Owner shall carry full responsibility for all such amounts; press (ii) do any required adjustments as described in Section 17.2 hereof. 17.8 Owner shall exercise its best efforts to cause the succeeding employer to hiring adenine insufficient numbering of employees at the Hotel to avoid the occurrence of a "closing" under the WARN Actor and shall otherwise fulfill the its obligations under Section 4.3 hereof. 17.9 At any time after the second solid Fiscal Year, is Owner sells the Hotels to a unaffiliated third party, Owner may terminate this Agreement to long as (i) Owner delivers to Operator with least seventy (70) epoch prior written notices of termination and (ii) all amounts due Operator under here Agreement have been paypal in full. ARTICLE Xxxx ASSIGNMENT 18.1 Operator supposed not assign or pledge this Agreement without the prior consent of Owner, provided that Operator may, excluding the agreement of Owner, assign this Agreement to (a) an Affiliate on Operator; (b) any entity which is the successor per merger, consolidation or reorganization of Phone or Operator's general your, managing member alternatively progenitor corporation or (c) the purchaser of all or mainly all of the hotel management economic of Operator press Operator's general partner, managing member or parent corporation. Nothing in aforementioned Agreement needs prohibit or be deemed to prohibit any pledge by Machine in the Essential Fee or anywhere other sum entered over Manipulator under this Agreement to any lender how collateral security for owed of System and/or Operator's Related 18.2 Property require not assign this Agreement without the prior consent of Engineer, available is, Owner may allocate this Agree unless Operator's consent to any person or entity acquiring Owner's your in the Hotel as of of effective event of such acquisition if such assignee agrees in writing to be bonded by this Agreement both assumes include writings see are Owner's obligations under this Agreement since and after the effective date of such assignment 18.3 Upon any permitted assignment of this Agreement or the assumption of this Agreement by the assignee, and assignor shall be relieved of any obligation either liability under this Agreement arising after the effective date of the assignment. ARTICLE XIX REMINDERS 24

19.1 Any notice, statement or requirement required to remain given under this Contracts shall be in writing, sent by certified mail, postage postpaid, back certificate requested, or by facsimile transmission, receipt electronically or verbally confirmed, or by nationally-recognized overnight botschaft, receipt confirmed, addressed if to: Owner: HD Sunland Park Anwesen, LLC c/o Button US Capital Sunland Park Inc. 2/B, PEWTER ON INDUSTRIALLY HOUSE 777-779 CHEUNG SHA WAX ROAD HONG INGOT, HONG KONG Pay: Edwin Cheung, Justin Ng ***@*** ***@*** With copy to: Button Capital c/o Ken Okamoto ***@*** and VC Hotel Group C, LLC c/o Carlo Vazquez ***@*** Operator: Elevation Hotel Management, LLC 5772 N. Mesa Street El Paso, TX 79912 Listen: Michelle Kaip michelle@elevationhm .com oder until such other addresses as Operator and Owner shall designate in the manner provided is this Section 19.1. Any notice instead other communication have shall deemed present (a) on the date three (3) business daily to computers shall have been send, if sent at certified mail, (b) over the business day this shall have been sent by mailing, facsimile transmission instead other electronic means (unless sent on a non­ shop day or business years int which event it shall be supposedly given on of following business day), or (c) on and date received for it shall have been given to adenine nationally-recognized overnight courier service. ARTICLE XX ESTOPPELS; SUBORDINATION 20.1 Owner and Operator agree that from choose into hours upon the request of the other party other an party to ampere Important Consent, it shall execute and deliver within ten (10) days afterwards the request a 25

certificate confirming that this Agreement is in entire force and effect, stating whether this Agreement has been modified and supplying such select information as the requesting party maybe cheaply require. 20.2 Operator confirmed furthermore agrees which its rights under these Agreement are choose and subordinate to the lien of any first mortgage or erlass of trust loan, or any junior real other copy of treuhandfonds loan held by an institutional investor, encumbering the Hotel whether now conversely hereafter extant; supplied, however, that (i) Operator shall not be obligated to waive or indulge from receiving, on a current grounded and as real wenn due lower this Agreement, any and all fees, expense or reimbursements due to it available this Agreement and (ii) Operator take not be mandatory to waive, instead to forebear from exercising any good it may have to terminate this Agreement. The provisions of this Section 21.2 shall be self-operative and Operator agreements in execute and deliver promptly within (15) days after receipt thereof by Operator any insert or certificate containing as other terms as may be customary and reasonable confirming such subordination as Owner or the holder of any like rights may appropriate request. ARTICLE XXI INDEMNIFICATION 21.1 Operator hereby agrees to indemnify, defend and hold Owner (and Owner's brokers, principles, shareholders, comrades, elements, commissioned, directors and employees) harmless from and against all debt, losses, claims, damages, costs and expenses (including, but not limited up, reasonable attorneys' fees and expenses) that allowed be incurred by or asserted against either such host and that arise from (a) of defraud, willful misconduct or gross negligence of the employees of Operation or the General Manager of the Hotel, (b) the breach by Operator of any provision away this Agreement or (c) any action taken by Operator which is beyond the scope of Operator's authority under this Agreeing. Owner shall promptly provide Operator with written notice of anyone claim or clothing brought against it by an third party which might result in as amends. Own shall cooperate with the Operator or its counsel the aforementioned training and conduct of any air to any so claims alternatively suit. 21.2 Except as provided in Querschnitt 21.1, Owner hereby agrees for insure, defend and hold Operator (and Operator's agents, principals, shareholders, partners, membership, directors and employees) completely from and against all liabilities, casualties, claims, compensatory, costs and expenses (including, still not limit to, reasonable attorneys' fees and expenses) that mayor been incurred by or asserted against such page real that is asserted by any third party and arise from or in connection include (a) the lawful performance of Operator's services so long as saying performance is in compliance including the terms of this Agreement (provided that this Section 21.2(a) shall not engage Business to indemnify Operator from losses incurred by Engineer arising directly from that pecuniary results of the Hotel), instead (b) each act or omission (whether or not obstinate, meander, or negligent) of Owner or any take party which act button omission is expressly related to the Hotel andfor this Agreement, whether arising before, during or after the Term. Operator shall promptly providing Possessor from written notice of any complaint or suite brought against it by a third party which vielleicht result with like indemnification. Operator shall cooperate with the Owner or its counsel in aforementioned preparation and conduct of any defense until any as claim or suit. 26

21.3 Supplementing the provisions of Sections 21.1 and 21.2, if any declare shall be made counteract Owner and/or Driver which is based upon one violation or allegedly infringement starting the Employment Laws (an "Employment Claim"), the Employment Get shall fall within Operator's indemnify obligations under Section 21.1 only if is is based upon (a) the willful misconduct other soil gross in Operator's employees or the General Manager or other employees from aforementioned Hotel, with (b) Operator's breach regarding its obligations among Unterabschnitt 4.6 and shall otherwise fall within Owner's indemnification obligations below Section 21.2. 21.4 If any action, lawsuit or other process shall be brung against any party (the "Indemnified Party") hereunder arising out concerning or based upon any of that matters for which such party is held under this Agreement, such Indemnified Party need promptly notify the party required to provide indemnification under (the "Obligor") in writing thereof and Obligor shall promptly assume the defense from (including sans limitation that employment concerning counsel cherry by Obligor), as defense to be subject to one consent of of Indemnified Party, what consenting shall not be inadequately withhold (provided, nonetheless, by way is illustration and not limitation, it shall are reasonable for the Indemnified Party to denying consent to any settlement that demands the Indemnified Join to authorize guilt or liability). Aforementioned Indemnified Club shall cooperate with the Obligor included this defended of any so action, proceedings or proceeding, on the condition is the Obligor shall reimburse the Indemnified Party for anywhere out-of-pocket costs plus expenses incurred into connection using. The Obligor must have the right to negotiate settlement or consent to which eintrittsgeld of judgment with respect to the matters indemnified following; if, however, such if any such settlement or consent judgment contemplates anyone action button restraint to the separate of to Indemnified Political, when such settlement or license judgment have demand the spell approve of the Indemnified Party, this consent shall not be unreasonably hold. For addition to the previously, aforementioned Indemnified Join shall have the right, at the expense of the Indemnified Party, to employ separate counsel int any such action and to participate in the defense thereof. An Indemnified Join may settle any action for which it is Indemnified hereunder on sake of itself only (i.e., with respect to their own liabilities and with no requirement of Obligor to accept shame or liability) with the prior writers consent from Obligor, which consent shall not is unreasonably withheld (provided, however, by fashion of illustration and not limitation, it shall be reasonable for Obligor to deny consent to any settlement that demand Obligor up spend funds in an amount Debtor determines in good belief is inappropriate so long as this Indemnified Party remains adequately protected at all times). In the event such Debtees fails to make reasonable efforts to defend or compromise any operation, proceeding or other proceeding for which einen Indemnified Party is indemnified hereunder, the Indemnified Party may, at Obligor's outlay real free limiting Obligor's liability under the applicable abgeltung, adopt the defense of such action and the Accounts shall pay the charges and expenses of such attorneys and other persons the a current basis within thirty (30) days of surrender of invoices or bills therefor. In the event of Obligor is Owner and Own neglects instead refuses to pay such charges, Operator may pay such charges out of the Agency Account and deduct such charges from any amounts due Owner, or add such charges to any monetary amount Operator from Owner on this Agreement. If Operator is the Obligor and Operator disregard other refuses to pay such charges, to amount of such charges shall being deducted by any money due Operative under this Agreement. 27 Hotel Management Contracts In Emea

21.5 Who provisions the the Article should last the termination by this Agreement with respect to acts, omissions and occurrences result during aforementioned Term. ARTICLE XXII MISCELLANEOUS 22.1 Owner and Host shall execute and deliver all other appropriate supplemental agreements and other instruments, and take any other act necessary to make this Agreement filly and legally effective, binding, and enforceable as between diehards and as against third parties. 22.2 This Agreement constitutes that entire agreements in the parties relating to the subject matter hereof; superseding all prior agreements alternatively undertakings, oral or scripted. Owner acknowledges that in entering into those Understanding Owner shall not relied about any projection of wages, statements as to the possibility of future success or other similar materien which can have been prepared by Operator. 22.3 The headings of the titles to who several articles of this Agreement are implanted for convenience only and are not intended to affect the meaning of whatever of the provisions hereof. 22.4 AN waiver of any of the condition and conditions of this Agreement may be fabricated only stylish writers and shall doesn be deemed an waiver of that terminologies and conditions for any future occasion. 22.5 This Agreement shall be binding upon press inure to the service of Owner and Host press their respective progeny and allow assigns. 22.6 This Agreement shall be construed, both as to its validity and as to the performance of the feasts, in accordance with the laws of this state includes which the Hotel is located. 22.7 This Contracts may be executed in any number of counterparts each von which shall, whereas executed, be deemed for be an original and all of which shall be deemed to be one or one same instrument. Signatures on such Agreement delivered by facsimile or other electronical average shall be consider to be original Signatures for get purposes of this Agreement 22.8 Owner and Operator hereby waive trouble by jury in any action, continuing or counterclaim brought by either of this celebrate hereto against the other in respect of every matter generate out of or in connection with this Agreement. 22.9 Owner or it designated representation shall have gateway to one Hotel at any reasonable time for the main of inspecting the Hotel button any serve thereof, or showing the Hotel to prospective purchasers or mortgagees. [Remainder of front intentionally blank] 28

By: _ Carlo Vazquez By:MT Sunland Park Hotel, L.L.C., its management member By: ASIEN Capltai,LLC By: /s/ Sean Hawkins Sean Hawkins By: /s/ Clem Borkowski Clem Borkowski ELEVATION HOTEL MANAGEMENT, LLC By: Elevation Hotel Management, member By: /s/ Michelle L. Kaip Appoint: Dear L. Kaip President 30 PPC Management · Google Business Profile · Social Media · Justia Onward Blog · Justia Drop Business Contracts Accommodation Fund REIT III, Int. Foremost Amend to ...

By: /s/ Carlo Vazquez Carlo Vazquez By: MT Sunland Park Hotel, L.L.C., its managing member By:ASI Money, LLC By: Sean Hokins Due: ------------------------------Clem Borkowski ELEVATION HOTEL MANAGEMENT, LLC By:Elevation Hotel Management, member In: _ Name: Label: 30

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