FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE

FIRST AMENDMENT TO

AGREEMENT OF PURCHASE AND SALE

THIS FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “First Amendment”) is made effective for all purposes as of November 5, 2013, by and between CRI HOTEL INCOME OF MINNESOTA, LLC, a Delaware limited liability company ("Seller"), and UNITED PROPERTIES INVESTMENT LLC, a Minnesota limited liability company ("Buyer").

WHEREAS, Seller and Buyer previously entered into that certain Purchase and Sale Agreement dated as of September 10, 2013 (the “Agreement”); and

WHEREAS, Seller and Buyer desire to amend the Agreement as provided in this First Amendment.

NOW, THEREFORE, in consideration of the foregoing, the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Incorporation of Recitals. The recitals to this First Amendment are fully incorporated herein by this reference thereto with the same force and effect as though restated herein.

2.Capitalized Terms. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings given thereto in the Agreement.

3.Right of Inspection. Pursuant to Section 3.1, the parties acknowledge that the Buyer has exercised its right to extend the original sixty (60) day right of inspection by an additional period of thirty (30) days. Notwithstanding the provisions of Section 3.1 or any provision of the Agreement to the contrary, the parties hereby modify the Agreement to acknowledge the following: (i) the Inspection Period began on the Effective Date and shall expire at 5:00 p.m. (cst) on December 9, 2013 and the Buyer shall have no further extension rights with respect to the Inspection Period; and (ii) $100,000 of the Deposit shall not become non-refundable to Buyer upon the extension of the Inspection Period, but shall rather become non-refundable to the Buyer at 5:00 p.m. (cst) on November 25, 2013; and (iii) the remaining amount of the Deposit shall remain refundable until the expiration of the Inspection Period at which time the entire Deposit shall become non-refundable to Buyer. In the event of Seller’s failure to perform its obligations under this Agreement, title objection, casualty, condemnation, failure to obtain the Estoppel Certificate or SNDA, failure of Buyer to obtain the franchise agreement or management agreement as set forth in Section 4.17, or change in Seller’s representations as set forth in Section 5.2, the Deposit shall be distributed as set forth in this Agreement notwithstanding any reference to being non-refundable under this Section.

4.Ratification. Except as modified hereby, the Agreement is hereby ratified, confirmed and reaffirmed in all respects.

5.Governing Law. This First Amendment shall be governed by, and construed in accordance with, the laws of the State of Minnesota.

6.Binding. This First Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

7.Counterparts. This First Amendment may be executed in counterparts.

(Balance of Page Intentionally Left Blank)

IN WITNESS WHEREOF, Seller and Buyer have executed this First Amendment by their duly authorized representatives as of the date first set forth above.

SELLER:

CRI HOTEL INCOME OF MINNESOTA, LLC,

a Delaware limited liability company

By:    CRI Hotel Income Partners, L. P.,

its sole member

By:    CRICO Hotel Associates I, L. P.,

its General Partner

By:    C.R.I., Inc., its General Partner

By:

Xxxxxxx X. Xxxxxx

Senior Vice President

BUYER:

UNITED PROPERTIES INVESTMENT LLC,

a Minnesota limited liability company

By:

Xxxxxxx Xxxxxxxx

Assistant Vice President

By:

Name:

Title:

1