Common use of Deposit; Purchase Price Clause in Contracts

Deposit; Purchase Price. (a) Buyer shall deliver to Seller by wire transfer of immediately available funds in accordance with wire transfer instructions delivered by Seller to Buyer (i) upon execution of this Agreement, an amount equal to $2,000,000 (the “Initial Deposit”) and (ii) within 10 Business Days of the execution of this Agreement, an amount equal to $11,400,000 (the “Second Deposit” and together with the Initial Deposit, the “Deposit”). The Deposit shall be applied toward the Purchase Price if the Closing occurs, or shall otherwise be distributed in accordance with the terms of this Agreement. (b) Not less than two (2) Business Days prior to the Closing Date, Seller shall deliver to Buyer a statement (the “Funds Flow Statement”), signed by the Vice President and Treasurer of Seller (on behalf and in the name of Seller), which sets forth the aggregate amount of the Scheduled Debt. The total consideration to be paid by the Buyer to Seller for the sale, assignment, transfer and conveyance of the ARMC Centrahoma Interest and the Tupelo Assets shall be cash in an aggregate amount equal to (i) $63,000,000 plus (ii) the Estimated Buyer Working Capital Payment, if any, or minus (iii) the Estimated Seller Working Capital Payment, if any, subject to adjustment pursuant to this Article II or Article VII (the “Purchase Price”). (c) Payment of the Purchase Price shall be paid by Buyer to each lender of the Scheduled Debt by wire transfer of immediately available funds in the amounts and in accordance with the wire transfer instructions set forth in the Funds Flow Statement. In addition, at the Closing, Seller shall pay the Deposit to each lender of the Scheduled Debt by wire transfer of immediately available funds in the amounts and in accordance with the wire transfer instructions set forth in the Funds Flow Statement.

Deposit; Purchase Price. (a) Within three business days after the Effective Date, Buyer shall deliver to Seller by wire transfer of immediately available funds in accordance with wire transfer instructions delivered by Seller to Buyer deposit $100,000 (i) upon execution of this Agreement, an amount equal to $2,000,000 (the “Initial Deposit”) and (ii) within 10 Business Days of the execution of this Agreement, an amount equal to $11,400,000 (the “Second Deposit” and together with the Initial Deposit, the “Deposit”) into an escrow (“Escrow”) established with Corinthian Title Company, Attention: Xxxxxx Xxxxxxxx, 0000 Xxxxxx Xxxx Xxxxx, Suite 108, Carlsbad, California 92008, Tel: (000) 000-0000, Cell: (000) 000-0000, Email: xxxxxx.xxxxxxxx@xxxxxxxxxxxxxxx.xxx (“Escrow Holder” and the “Title Company”). Escrow Holder shall hold the Deposit in an interest bearing account. The Deposit shall be refundable to Buyer unless Buyer waives all contingencies by the expiration of the Due Diligence Period. If the transaction contemplated by this Agreement (the “Transaction”) closes (the “Closing”), the Deposit shall be disbursed to Seller and applied toward to the Purchase Price. The failure of Buyer to make the Deposit within the timeframe specified in this Section 2.2 shall be material breach of this Agreement and Seller may terminate this Agreement. Buyer shall pay the Purchase Price if to Seller through Escrow at the Closing occurs, described in Article 9. On or shall otherwise be distributed in accordance with the terms of this Agreement. (b) Not less than two (2) Business Days prior to before the Closing Date, Seller shall deliver to Buyer a statement Date (the “Funds Flow Statement”as defined in Section 9.1), signed by Buyer shall deposit into Escrow the Vice President and Treasurer of Seller (on behalf and in the name of Seller), which sets forth the aggregate amount of the Scheduled Debt. The total consideration to be paid by the Buyer to Seller for the sale, assignment, transfer and conveyance of the ARMC Centrahoma Interest and the Tupelo Assets shall be cash in an aggregate amount equal to (i) $63,000,000 plus (ii) the Estimated Buyer Working Capital Payment, if any, or minus (iii) the Estimated Seller Working Capital Payment, if anyPurchase Price, subject to adjustment pursuant to this Article II or Article VII (by reason of any applicable prorations and the “Purchase Price”). (c) Payment allocation of closing costs described below. The Deposit and the Purchase Price shall be paid by Buyer to each lender of the Scheduled Debt made by wire transfer of federal funds, cashier’s check or in another immediately available funds in form. Notwithstanding anything herein to the amounts contrary, $100 of the Initial Deposit (the “Independent Consideration”) shall not be refundable to Buyer, but shall represent consideration for this Agreement and in accordance with shall be paid to Seller. The Independent Consideration shall be paid to Seller within three days of the wire transfer instructions set forth in Effective Date. The Independent Consideration shall serve as consideration for the Funds Flow Statementgranting of the time periods herein contained for Buyer to exercise Buyer’s right to satisfy and approve all of Buyer’s conditions herein contained. In addition, at the Closing, Seller shall pay If the Deposit is refunded to each lender of Buyer for any reason pursuant to this Agreement, the Scheduled Debt by wire transfer of immediately available funds in Independent Consideration shall be subtracted from the amounts and in accordance with the wire transfer instructions set forth in the Funds Flow StatementDeposit pursuant to this Section 2.2.

Deposit; Purchase Price. The Purchase Price to be paid by Seller for the Property shall be Nineteen Million Two Hundred Fifty Thousand and No/100 Dollars ($19,250,000.00) (the "Purchase Price"). Subject to the terms and conditions of this Agreement, the Purchase Price shall be paid as follows: (a) Buyer Within three (3) Business Days following the date hereof, Purchaser shall deliver to Seller by HBI Title Inc. (the "Title Company") (in such capacity, the Title Company shall hereinafter be referred to as "Escrow Agent") a wire transfer of immediately available federal funds in accordance with wire transfer instructions delivered by Seller to Buyer (i) upon execution of this Agreement, an amount equal to One Hundred Fifty Thousand and No/100 Dollars ($2,000,000 150,000.00) (the “"Initial Deposit”"), which Initial Deposit shall be held and disbursed by Escrow Agent in accordance with the terms and conditions of Article 9 herein. (b) and (ii) within 10 Business Days To the extent this Agreement is not terminated, or deemed terminated, on or before the expiration of the execution Due Diligence Period in accordance with Section 2.3 herein, Purchaser shall deliver to Escrow Agent, within one (1) Business Day following the expiration of the Due Diligence Period, a wire transfer of immediately available federal funds in an additional amount equal to One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the "Additional Deposit") which Additional Deposit shall be held and disbursed by Escrow Agent in accordance with the terms and conditions of Article 9 herein. Until such time as the Additional Deposit is made in accordance with this Section, the Initial Deposit together with any interest earned thereon shall be deemed the "Deposit" herein, and upon making the Additional Deposit in accordance with this Section, the Initial Deposit together with the Additional Deposit and any interest earned thereon shall be deemed the "Deposit" herein. Purchaser agrees to promptly deliver, or to cause Escrow Agent to deliver, a written acknowledgment by Escrow Agent that the Deposit has been received by and is being held by Escrow Agent pursuant to the terms of this Agreement, an amount equal to $11,400,000 (. To the “Second Deposit” and together with the Initial Deposit, the “Deposit”). The Deposit shall be applied toward the Purchase Price if extent the Closing occurs, or shall otherwise be distributed occurs in accordance with the terms of this Agreement. (b) Not less than two (2) Business Days prior to , the Closing Date, Seller shall deliver to Buyer a statement (the “Funds Flow Statement”), signed by the Vice President and Treasurer of Seller (on behalf and in the name of Seller), which sets forth the aggregate amount of the Scheduled Debt. The total consideration to be paid by the Buyer to Seller for the sale, assignment, transfer and conveyance of the ARMC Centrahoma Interest and the Tupelo Assets Deposit shall be cash in an aggregate amount equal applied toward Purchaser's obligation to (i) $63,000,000 plus (ii) pay the Estimated Buyer Working Capital Payment, if any, or minus (iii) the Estimated Seller Working Capital Payment, if any, subject Purchase Price to adjustment pursuant to this Article II or Article VII (the “Purchase Price”)Seller. (c) Payment At Closing, the balance of Purchase Price (as adjusted pursuant to the prorations, apportionments and credits required herein), shall be paid in cash by bank wire transfer of immediately available funds ("Cash Consideration") to Escrow Agent's account for the benefit of the Seller or to the account or accounts of such other party or parties as may be designated by Seller on or before the Closing Date; provided however, a portion of the Purchase Price shall be paid made by Buyer the issuance to each lender Seller of OP Units having an aggregate dollar value equal to not less than Eighty-Five Thousand and No/100 Dollars ($85,000.00) and not more than Three Hundred Thousand and No/100 Dollars ($300,000.00) ("OP Unit Consideration"). Subject to the above minimum and maximum thresholds, Seller shall provide written notice to Purchaser specifying the value of the Scheduled Debt OP Unit Consideration (as elected by wire transfer Seller in its sole discretion) on the Business Day immediately prior to the Closing Date (the "OP Value Notice"). The number of OP Units delivered to Seller on the Closing Date shall be equal to (i) the OP Unit Consideration, divided by the volume weighted average of the closing prices of the common shares of Condor Hospitality Trust Inc. (the "REIT") as reported by NASDAQ, or the stock exchange on which common shares are then listed, for the trailing three (3) trading days immediately available funds preceding announcement date of this Agreement multiplied by (ii) fifty-two (52). (d) Seller and Purchaser shall cooperate with each other in good faith to arrive at a mutually acceptable allocation of the amounts Purchase Price among the Improvements, the Personal Property and other customary items either party hereto may request to be allocated (the "Allocation"). If the Allocation cannot be agreed upon, each party may use its own determination and bear any consequences related thereto and Seller's allocation shall be utilized in calculating transfer, sales and similar tax and related filings under this Agreement. If agreed upon, Seller and Purchaser agree to (i) be bound by the Allocation and (ii) act in accordance with the wire transfer instructions set forth Allocation in the Funds Flow Statement. In addition, at the Closing, Seller shall pay the Deposit to each lender preparation of the Scheduled Debt by wire transfer financial statements and filing of immediately available funds in the amounts and in accordance with the wire transfer instructions set forth in the Funds Flow Statementall tax returns.

Deposit; Purchase Price. The Purchase Price to be paid by Seller for the Property shall be Eleven Million and No/100 Dollars ($11,000,000.00) (the “Purchase Price”). Subject to the terms and conditions of this Agreement, the Purchase Price shall be paid as follows: (a) Buyer Within three (3) Business Days following the date hereof, Purchaser shall deliver to Seller by Title Company (in such capacity, the Title Company shall hereinafter be referred to as “Escrow Agent”) a wire transfer of immediately available federal funds in accordance with wire transfer instructions delivered by Seller to Buyer (i) upon execution of this Agreement, an amount equal to Fifty-five Thousand and No/100 Dollars ($2,000,000 55,000.00) (the “Initial Deposit”), which Initial Deposit shall be held and disbursed by Escrow Agent in accordance with the terms and conditions of Article 9 herein. (b) and (ii) within 10 Business Days To the extent this Agreement is not terminated, or deemed terminated, on or before the expiration of the execution Due Diligence Period in accordance with Section 2.3 herein, Purchaser shall deliver to Escrow Agent, within one (1) Business Day following the expiration of the Due Diligence Period, a wire transfer of immediately available federal funds in an additional amount equal to Fifty-five Thousand and No/100 Dollars ($55,000.00) (the “Additional Deposit”) which Additional Deposit shall be held and disbursed by Escrow Agent in accordance with the terms and conditions of Article 9 herein. Until such time as the Additional Deposit is made in accordance with this Section, the Initial Deposit together with any interest earned thereon shall be deemed the “Deposit” herein, and upon making the Additional Deposit in accordance with this Section, the Initial Deposit together with the Additional Deposit and any interest earned thereon shall be deemed the “Deposit” herein. Purchaser agrees to promptly deliver, or to cause Escrow Agent to deliver, a written acknowledgment by Escrow Agent that the Deposit has been received by and is being held by Escrow Agent pursuant to the terms of this Agreement, an amount equal to $11,400,000 (. To the “Second Deposit” and together with the Initial Deposit, the “Deposit”). The Deposit shall be applied toward the Purchase Price if extent the Closing occurs, or shall otherwise be distributed occurs in accordance with the terms of this Agreement, the Deposit shall be applied toward Purchaser’s obligation to pay the Purchase Price to Seller. (bc) Not At Closing, the balance of Purchase Price (as adjusted pursuant to the prorations, apportionments and credits required herein), shall be paid in cash by bank wire transfer of immediately available funds (“Cash Consideration”) to Escrow Agent’s account for the benefit of the Seller or to the account or accounts of such other party or parties as may be designated by Seller on or before the Closing Date; provided however, a portion of the Purchase Price shall be made by the issuance to Seller of OP Units having an aggregate dollar value equal to not less than two One Hundred Fifty Thousand and No/100 Dollars (2$150,000.00) and not more than Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) (“OP Unit Consideration”). Subject to the above minimum and maximum thresholds, Seller shall provide written notice to Purchaser specifying the value of the OP Unit Consideration no later than three (3) Business Days prior to the Closing Date, Seller shall deliver to Buyer a statement (the “Funds Flow Statement”), signed by the Vice President and Treasurer of Seller (on behalf and in the name of Seller), which sets forth the aggregate amount of the Scheduled Debt. The total consideration to be paid by the Buyer number of OP Units delivered to Seller for on the sale, assignment, transfer and conveyance of the ARMC Centrahoma Interest and the Tupelo Assets Closing Date shall be cash in an aggregate amount equal to (i) $63,000,000 plus the OP Unit Consideration, divided by the volume weighted average of the closing prices of the common shares of Supertel Hospitality, Inc. (the “REIT”) as reported by NASDAQ for the trailing three (3) trading days immediately preceding announcement date of this Agreement, multiplied by (ii) the Estimated Buyer Working Capital Payment, if any, or minus eight (iii) the Estimated Seller Working Capital Payment, if any, subject to adjustment pursuant to this Article II or Article VII (the “Purchase Price”)8). (cd) Payment Seller and Purchaser shall cooperate with each other in good faith to arrive at a mutually acceptable allocation of the Purchase Price among the Improvements, the Personal Property and other customary items either party hereto may request to be allocated (the “Allocation”). If the Allocation cannot be agreed upon, each party may use its own determination and bear any consequences related thereto and Seller’s allocation shall be paid utilized in calculating transfer, sales and similar tax and related filings under this Agreement. If agreed upon, Seller and Purchaser agree to (i) be bound by Buyer to each lender of the Scheduled Debt by wire transfer of immediately available funds in the amounts Allocation and (ii) act in accordance with the wire transfer instructions set forth Allocation in the Funds Flow Statement. In addition, at the Closing, Seller shall pay the Deposit to each lender preparation of the Scheduled Debt by wire transfer financial statements and filing of immediately available funds in the amounts and in accordance with the wire transfer instructions set forth in the Funds Flow Statementall tax returns.

Deposit; Purchase Price. The Purchase Price to be paid by Seller for the Property shall be Fourteen Million and No/100 Dollars ($14,000,000.00) (the “Purchase Price”). Subject to the terms and conditions of this Agreement, the Purchase Price shall be paid as follows: (a) Buyer Within three (3) Business Days following the date hereof, Purchaser shall deliver to Seller by Title Company (in such capacity, the Title Company shall hereinafter be referred to as “Escrow Agent”) a wire transfer of immediately available federal funds in accordance with wire transfer instructions delivered by Seller to Buyer (i) upon execution of this Agreement, an amount equal to Seventy Thousand and No/100 Dollars ($2,000,000 70,000.00) (the “Initial Deposit”), which Initial Deposit shall be held and disbursed by Escrow Agent in accordance with the terms and conditions of Article 9 herein. (b) and (ii) within 10 Business Days To the extent this Agreement is not terminated, or deemed terminated, on or before the expiration of the execution Due Diligence Period in accordance with Section 2.3 herein, Purchaser shall deliver to Escrow Agent, within one (1) Business Day following the expiration of the Due Diligence Period, a wire transfer of immediately available federal funds in an additional amount equal to Seventy Thousand and No/100 Dollars ($70,000.00) (the “Additional Deposit”) which Additional Deposit shall be held and disbursed by Escrow Agent in accordance with the terms and conditions of Article 9 herein. Until such time as the Additional Deposit is made in accordance with this Section, the Initial Deposit together with any interest earned thereon shall be deemed the “Deposit” herein, and upon making the Additional Deposit in accordance with this Section, the Initial Deposit together with the Additional Deposit and any interest earned thereon shall be deemed the “Deposit” herein. Purchaser agrees to promptly deliver, or to cause Escrow Agent to deliver, a written acknowledgment by Escrow Agent that the Deposit has been received by and is being held by Escrow Agent pursuant to the terms of this Agreement, an amount equal to $11,400,000 (. To the “Second Deposit” and together with the Initial Deposit, the “Deposit”). The Deposit shall be applied toward the Purchase Price if extent the Closing occurs, or shall otherwise be distributed occurs in accordance with the terms of this Agreement, the Deposit shall be applied toward Purchaser’s obligation to pay the Purchase Price to Seller. (bc) Not At Closing, the balance of Purchase Price (as adjusted pursuant to the prorations, apportionments and credits required herein), shall be paid in cash by bank wire transfer of immediately available funds (“Cash Consideration”) to Escrow Agent’s account for the benefit of the Seller or to the account or accounts of such other party or parties as may be designated by Seller on or before the Closing Date; provided however, a portion of the Purchase Price shall be made by the issuance to Seller of OP Units having an aggregate dollar value equal to not less than two One Hundred Fifty Thousand and No/100 Dollars (2$150,000.00) and not more than Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) (“OP Unit Consideration”). Subject to the above minimum and maximum thresholds, Seller shall provide written notice to Purchaser specifying the value of the OP Unit Consideration no later than three (3) Business Days prior to the Closing Date, Seller shall deliver to Buyer a statement (the “Funds Flow Statement”), signed by the Vice President and Treasurer of Seller (on behalf and in the name of Seller), which sets forth the aggregate amount of the Scheduled Debt. The total consideration to be paid by the Buyer number of OP Units delivered to Seller for on the sale, assignment, transfer and conveyance of the ARMC Centrahoma Interest and the Tupelo Assets Closing Date shall be cash in an aggregate amount equal to (i) $63,000,000 plus the OP Unit Consideration, divided by the volume weighted average of the closing prices of the common shares of Supertel Hospitality, Inc. (the “REIT”) as reported by NASDAQ for the trailing three (3) trading days immediately preceding announcement date of this Agreement, multiplied by (ii) the Estimated Buyer Working Capital Payment, if any, or minus eight (iii) the Estimated Seller Working Capital Payment, if any, subject to adjustment pursuant to this Article II or Article VII (the “Purchase Price”)8). (cd) Payment Seller and Purchaser shall cooperate with each other in good faith to arrive at a mutually acceptable allocation of the Purchase Price among the Improvements, the Personal Property and other customary items either party hereto may request to be allocated (the “Allocation”). If the Allocation cannot be agreed upon, each party may use its own determination and bear any consequences related thereto and Seller’s allocation shall be paid utilized in calculating transfer, sales and similar tax and related filings under this Agreement. If agreed upon, Seller and Purchaser agree to (i) be bound by Buyer to each lender of the Scheduled Debt by wire transfer of immediately available funds in the amounts Allocation and (ii) act in accordance with the wire transfer instructions set forth Allocation in the Funds Flow Statement. In addition, at the Closing, Seller shall pay the Deposit to each lender preparation of the Scheduled Debt by wire transfer financial statements and filing of immediately available funds in the amounts and in accordance with the wire transfer instructions set forth in the Funds Flow Statementall tax returns.

Deposit; Purchase Price. (a) Buyer The purchase price for the sale, transfer, assignment, conveyance and delivery of the Assets shall deliver to Seller by wire transfer be an aggregate amount of immediately available funds in accordance with wire transfer instructions delivered by Seller to Buyer (i) upon execution of this Agreement, $165.3 million plus an amount equal to $2,000,000 the principal balance as of the Closing Date of (A) the Promissory Note from the Operator to Seller dated June 30, 1995 and (B) the Promissory Note from the Operator to Seller dated April 29, 1993, subject to adjustment as provided for in Section 2.4(b) (the “Initial Deposit”"Purchase Price"). At the Closing, upon the terms and subject to the conditions set forth herein, Buyer shall pay the Purchase Price as follows: (i) A credit equal to the sum of the cash actually received by Seller from (x) the LOC Payment and (y) the No Shop Payment. (ii) Up to [$ ] million in the form of Xxxxxx Shares consisting of that number of Xxxxxx Shares which shall be equal to the greater of [A] the result obtained by dividing the dollar amount of the Purchase Price to be paid in Xxxxxx Shares by the average (mathematical mean) of the last sale price (regular way) of a share of Xxxxxx Stock in the NASDAQ National Market System (or the United States stock exchange on which the Xxxxxx Shares are then traded) as reported in The Wall Street Journal on each of the twenty (20) consecutive trading days commencing October (iii) Cash in an amount equal to the difference between the Purchase Price and paragraphs (i) and (ii) within 10 Business Days of the execution of this Agreement, an amount equal to $11,400,000 (the “Second Deposit” and together with the Initial Deposit, the “Deposit”). The Deposit shall be applied toward the Purchase Price if the Closing occurs, or shall otherwise be distributed in accordance with the terms of this Agreementabove. (b) Not The Purchase Price shall be decreased by an amount equal to the amount, if any, by which Net Operating Capital on the Closing Date is less than two $6.55 million (2the "Adjustment"). For purposes of the calculations in this Section 2.4(b), each item comprising Net Operating Capital shall be determined using the same methodology as was used to determine such item on the Interim Financial Statements. The Adjustment shall consist of an Interim Adjustment and a Post-Closing Adjustment as set forth below: (i) Business Days The Interim Adjustment shall be the amount, if any, by which the Net Operating Capital is less than $6.55 million on the date of the most recently available balance sheet (the "Pre-Closing Balance Sheet") and shall reduce the amount of the cash consideration payable on the Closing Date pursuant to Section 2.4(a)(iii). Seller shall provide a copy of the Pre-Closing Balance Sheet to Buyer no later than five (5) business days prior to the Closing Date, Seller Date which shall deliver to Buyer a statement (serve as the “Funds Flow Statement”), signed by basis for the Vice President and Treasurer of Seller (on behalf and in the name of Seller), which sets forth the aggregate amount calculation of the Scheduled Debt. The total consideration to be paid by the Buyer to Seller for the sale, assignment, transfer and conveyance of the ARMC Centrahoma Interest and the Tupelo Assets shall be cash in an aggregate amount equal to (i) $63,000,000 plus Interim Adjustment; (ii) The Post-Closing Adjustment shall be the Estimated Buyer Working Capital Paymentamount, if any, or minus by which the Adjustment exceeds the Interim Adjustment. As promptly as practicable but no later than thirty (30) days after the Closing Date, Buyer shall cause to be prepared a calculation as of the Closing Date (the "Closing Date Calculation") which shall serve as the basis for the calculation of the Adjustment and the Post-Closing Adjustment. Upon the availability of the Closing Date Calculation, Buyer shall deliver the Closing Date Calculation to Seller, together with a certificate of the President of Buyer to the effect that, to the best of his knowledge, such Closing Date Calculation is true and correct and has been prepared in a manner consistent with the Interim Financial Statements. Within five (5) days of delivering the Closing Date Calculation, Seller shall pay Buyer the Post- Closing Adjustment, if any. (iii) In the Estimated Seller Working Capital Paymentevent of any disagreement concerning the Post-Closing Adjustment, each party shall make available to the other such books and records as are relevant to such disagreement and are in the possession of such party, and the parties shall work together in good faith to resolve such disagreement. The portion of the Post-Closing Adjustment, if any, subject as to adjustment pursuant which the parties are unable to this Article II or Article VII agree after sixty (the “Purchase Price”)60) days shall be referred for resolution to a nationally recognized accounting firm, mutually and reasonably acceptable to both parties. The determination of such third party, whose costs and expenses shall be borne equally by Seller and Buyer, shall be final and determinative. Upon such determination, Seller shall make any additional payment required to be made, together with interest thereon. (c) Payment The Purchase Price and Assumed Liabilities shall be allocated among the Assets in the manner required by Section 1060 of the Purchase Price shall be paid Code and regulations thereunder as determined by Buyer and Seller. Buyer and Seller agree to each lender of the Scheduled Debt by wire transfer of immediately available funds in the amounts prepare and in accordance file on a timely basis with the wire transfer instructions set forth in Internal Revenue Service substantially identical initial and supplemental Internal Revenue Service Forms 8594 "Asset Acquisition Statements Under Section 1060" consistent with Exhibit I. Buyer and Seller agree to use such allocation for all purposes and shall not make any inconsistent statement or adjustment on any Tax return or during the Funds Flow Statement. In addition, at the Closing, Seller shall pay the Deposit to each lender course of the Scheduled Debt by wire transfer of immediately available funds in the amounts and in accordance with the wire transfer instructions set forth in the Funds Flow Statementany Tax audit.

Deposit; Purchase Price. (a) Within two (2) business days after the execution and delivery of this Agreement by the Buyer and the Seller, the Buyer shall deliver to Seller by wire transfer of deposit into escrow with First American Title Insurance Company, 1850 Xx. Xxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx Xxxxx, Xxxxxxxxxx 00000, Xxtention: John Xxxxxx, xxx number (510) 000-0000 (xxe "Title Company") an all-cash payment in immediately available funds in accordance with wire transfer instructions delivered by Seller to Buyer the amount of Twenty-Five Million Dollars (i$25,000,000) upon execution of this Agreement, an amount equal to $2,000,000 (the “Initial "Deposit”) and (ii) within 10 Business Days of the execution of this Agreement, an amount equal to $11,400,000 (the “Second Deposit” and together with the Initial Deposit, the “Deposit”"). The Deposit shall be applied toward the Purchase Price if the Closing occurs, or shall otherwise be distributed invested in accordance investments reasonably approved by both parties and pursuant to escrow instructions consistent with the terms of this Agreementhereof. (b) Not less The purchase price of the Properties is Eight Hundred Eighty-Three Million Five Hundred Thousand Dollars ($883,500,000), subject to adjustment as set forth in Section 1.3 hereof (after giving effect to such adjustments, if any, the "Purchase Price"); the portion of the Purchase Price attributable to each Property (the "Allocated Values") are set forth on EXHIBIT A-1 attached hereto. (c) The Purchase Price shall be paid as follows: (i) Upon the consummation of the purchase and sale of the Properties (other than two Deferred Properties) contemplated hereunder (2the "Closing"), the Buyer shall receive a credit towards the Purchase Price in the amount of the sum of (1) Business Days prior an amount equal to the product of (A) a fraction, the numerator of which is the aggregate Allocated Values for all Properties to be purchased at such Closing and the denominator of which is the remainder that results when the aggregate of the Allocated Values of all Deferred Properties that are not purchased at the Closing is subtracted from the aggregate of the Allocated Values of all Properties (giving effect to Section 1.8(c), which provides that Deleted Properties cease to be Properties) and (B) the Deposit, plus interest on such product from the date of placement of the Deposit into escrow to the Closing Date, Seller shall deliver to Buyer and (2) the aggregate unpaid principal balance as of the date of Closing of all loans secured by a statement lien on any of the Properties (a list of all such loans is set forth on EXHIBIT C hereto (the “Funds Flow Statement”"Loans"), signed ) to the extent such Loan is assumed by the Vice President and Treasurer Buyer pursuant to Section 6.2 hereof (the parties agree that substantially similar credits will be applied to the purchase price of Seller (on behalf and in any Deferred Property that is to be purchased after the name of Seller), which sets forth Closing using the aggregate amount principles of the Scheduled Debt. foregoing formula). (ii) The total consideration to balance of the Purchase Price, except for the Allocated Value of any Deferred Property that is not being purchased by the Buyer at the Closing, shall be paid by the Buyer to the Seller for by wire transfer in immediately available funds to the sale, assignment, transfer and conveyance of Title Company at the ARMC Centrahoma Interest and the Tupelo Assets shall be cash in an aggregate amount equal to (i) $63,000,000 plus (ii) the Estimated Buyer Working Capital Payment, if any, or minus Closing. (iii) The Allocated Value of each Deferred Property that is not purchased by the Estimated Seller Working Capital Payment, if any, subject to adjustment pursuant to this Article II or Article VII (Buyer at the “Purchase Price”). (c) Payment of the Purchase Price Closing shall be paid by Buyer to each lender upon the closing of the Scheduled Debt by wire transfer purchase of immediately available funds in such Deferred Property using the amounts and in accordance with the wire transfer instructions closing procedures set forth in Section 1.8 hereof, including application of the Funds Flow Statement. In addition, at the Closing, Seller shall pay portion of the Deposit to each lender of the Scheduled Debt by wire transfer of immediately available funds in the amounts and in accordance with the wire transfer instructions set forth in the Funds Flow Statementapplicable thereto.

Deposit; Purchase Price. The Purchase Price to be paid by Seller for the Property shall be Seventeen Million Five Hundred Thousand and No/100 Dollars ($17,500,000.00) (the “Purchase Price”). Subject to the terms and conditions of this Agreement, the Purchase Price shall be paid as follows: (a) Buyer Within three (3) Business Days following the date hereof, Purchaser shall deliver to Seller by Title Company (in such capacity, the Title Company shall hereinafter be referred to as “Escrow Agent”) a wire transfer of immediately available federal funds in accordance with wire transfer instructions delivered by Seller to Buyer (i) upon execution of this Agreement, an amount equal to Eighty-seven Thousand Five Hundred and No/100 Dollars ($2,000,000 87,500.00) (the “Initial Deposit”), which Initial Deposit shall be held and disbursed by Escrow Agent in accordance with the terms and conditions of Article 9 herein. (b) and (ii) within 10 Business Days To the extent this Agreement is not terminated, or deemed terminated, on or before the expiration of the execution Due Diligence Period in accordance with Section 2.3 herein, Purchaser shall deliver to Escrow Agent, within one (1) Business Day following the expiration of the Due Diligence Period, a wire transfer of immediately available federal funds in an additional amount equal to Eighty-seven Thousand Five Hundred and No/100 Dollars ($87,500.00) (the “Additional Deposit”) which Additional Deposit shall be held and disbursed by Escrow Agent in accordance with the terms and conditions of Article 9 herein. Until such time as the Additional Deposit is made in accordance with this Section, the Initial Deposit together with any interest earned thereon shall be deemed the “Deposit” herein, and upon making the Additional Deposit in accordance with this Section, the Initial Deposit together with the Additional Deposit and any interest earned thereon shall be deemed the “Deposit” herein. Purchaser agrees to promptly deliver, or to cause Escrow Agent to deliver, a written acknowledgment by Escrow Agent that the Deposit has been received by and is being held by Escrow Agent pursuant to the terms of this Agreement, an amount equal to $11,400,000 (. To the “Second Deposit” and together with the Initial Deposit, the “Deposit”). The Deposit shall be applied toward the Purchase Price if extent the Closing occurs, or shall otherwise be distributed occurs in accordance with the terms of this Agreement, the Deposit shall be applied toward Purchaser’s obligation to pay the Purchase Price to Seller. (bc) Not At Closing, the balance of Purchase Price (less the Assumed Debt as described in Section 2.5 hereunder), and as further adjusted pursuant to the prorations, apportionments and credits required herein, shall be paid in cash by bank wire transfer of immediately available funds (“Cash Consideration”) to Escrow Agent’s account for the benefit of the Seller or to the account or accounts of such other party or parties as may be designated by Seller on or before the Closing Date; provided however, a portion of the Purchase Price shall be made by the issuance to Seller of OP Units having an aggregate dollar value equal to not less than two One Hundred Fifty Thousand and No/100 Dollars (2$150,000.00) and not more than Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) (“OP Unit Consideration”). Subject to the above minimum and maximum thresholds, Seller shall provide written notice to Purchaser specifying the value of the OP Unit Consideration no later than three (3) Business Days prior to the Closing Date, Seller shall deliver to Buyer a statement (the “Funds Flow Statement”), signed by the Vice President and Treasurer of Seller (on behalf and in the name of Seller), which sets forth the aggregate amount of the Scheduled Debt. The total consideration to be paid by the Buyer number of OP Units delivered to Seller for on the sale, assignment, transfer and conveyance of the ARMC Centrahoma Interest and the Tupelo Assets Closing Date shall be cash in an aggregate amount equal to (i) $63,000,000 plus the OP Unit Consideration, divided by the volume weighted average of the closing prices of the common shares of Supertel Hospitality, Inc. (the “REIT”) as reported by NASDAQ for the trailing three (3) trading days immediately preceding announcement date of this Agreement, multiplied by (ii) the Estimated Buyer Working Capital Payment, if any, or minus eight (iii) the Estimated Seller Working Capital Payment, if any, subject to adjustment pursuant to this Article II or Article VII (the “Purchase Price”)8). (cd) Payment Seller and Purchaser shall cooperate with each other in good faith to arrive at a mutually acceptable allocation of the Purchase Price among the Improvements, the Personal Property and other customary items either party hereto may request to be allocated (the “Allocation”). If the Allocation cannot be agreed upon, each party may use its own determination and bear any consequences related thereto and Seller’s allocation shall be paid utilized in calculating transfer, sales and similar tax and related filings under this Agreement. If agreed upon, Seller and Purchaser agree to (i) be bound by Buyer to each lender of the Scheduled Debt by wire transfer of immediately available funds in the amounts Allocation and (ii) act in accordance with the wire transfer instructions set forth Allocation in the Funds Flow Statement. In addition, at the Closing, Seller shall pay the Deposit to each lender preparation of the Scheduled Debt by wire transfer financial statements and filing of immediately available funds in the amounts and in accordance with the wire transfer instructions set forth in the Funds Flow Statementall tax returns.

Deposit; Purchase Price. The Purchase Price to be paid by Seller for the Property shall be Nineteen Million Two Hundred Fifty Thousand and No/100 Dollars ($19,250,000.00) (the "Purchase Price"). Subject to the terms and conditions of this Agreement, the Purchase Price shall be paid as follows: (a) Buyer Within three (3) Business Days following the date hereof, Purchaser shall deliver to Seller by HBI Title Inc. (the "Title Company") (in such capacity, the Title Company shall hereinafter be referred to as "Escrow Agent") a wire transfer of immediately available federal funds in accordance with wire transfer instructions delivered by Seller to Buyer (i) upon execution of this Agreement, an amount equal to One Hundred Fifty Thousand and No/100 Dollars ($2,000,000 150,000.00) (the “"Initial Deposit”"), which Initial Deposit shall be held and disbursed by Escrow Agent in accordance with the terms and conditions of Article 9 herein. (b) and (ii) within 10 Business Days To the extent this Agreement is not terminated, or deemed terminated, on or before the expiration of the execution Due Diligence Period in accordance with Section 2.3 herein, Purchaser shall deliver to Escrow Agent, within one (1) Business Day following the expiration of the Due Diligence Period, a wire transfer of immediately available federal funds in an additional amount equal to One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the "Additional Deposit") which Additional Deposit shall be held and disbursed by Escrow Agent in accordance with the terms and conditions of Article 9 herein. Until such time as the Additional Deposit is made in accordance with this Section, the Initial Deposit together with any interest earned thereon shall be deemed the "Deposit" herein, and upon making the Additional Deposit in accordance with this Section, the Initial Deposit together with the Additional Deposit and any interest earned thereon shall be deemed the "Deposit" herein. Purchaser agrees to promptly deliver, or to cause Escrow Agent to deliver, a written acknowledgment by Escrow Agent that the Deposit has been received by and is being held by Escrow Agent pursuant to the terms of this Agreement, an amount equal to $11,400,000 (. To the “Second Deposit” and together with the Initial Deposit, the “Deposit”). The Deposit shall be applied toward the Purchase Price if extent the Closing occurs, or shall otherwise be distributed occurs in accordance with the terms of this Agreement. (b) Not less than two (2) Business Days prior to , the Closing Date, Seller shall deliver to Buyer a statement (the “Funds Flow Statement”), signed by the Vice President and Treasurer of Seller (on behalf and in the name of Seller), which sets forth the aggregate amount of the Scheduled Debt. The total consideration to be paid by the Buyer to Seller for the sale, assignment, transfer and conveyance of the ARMC Centrahoma Interest and the Tupelo Assets Deposit shall be cash in an aggregate amount equal applied toward Purchaser's obligation to (i) $63,000,000 plus (ii) pay the Estimated Buyer Working Capital Payment, if any, or minus (iii) the Estimated Seller Working Capital Payment, if any, subject Purchase Price to adjustment pursuant to this Article II or Article VII (the “Purchase Price”)Seller. (c) Payment At Closing, the balance of Purchase Price (as adjusted pursuant to the prorations, apportionments and credits required herein), shall be paid in cash by bank wire transfer of immediately available funds ("Cash Consideration") to Escrow Agent's account for the benefit of the Seller or to the account or accounts of such other party or parties as may be designated by Seller on or before the Closing Date; provided however, a portion of the Purchase Price shall be paid made by Buyer the issuance to each lender Seller of the Scheduled Debt by wire transfer of immediately available funds in the amounts OP Units having an aggregate dollar value equal to not less than Eighty-Five Thousand and in accordance with the wire transfer instructions set forth in the Funds Flow Statement. In addition, at the Closing, Seller shall pay the Deposit to each lender of the Scheduled Debt by wire transfer of immediately available funds in the amounts No/100 Dollars ($85,000.00) and in accordance with the wire transfer instructions set forth in the Funds Flow Statement.not more than Three Hundred Thousand and No/100 Dollars ($300,000.00) ("