FOURTH AMENDMENT TO CONTRIBUTION AGREEMENT

Ex 10.216

FOURTH AMENDMENT TO CONTRIBUTION AGREEMENT

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ThisFOURTH AMENDMENT TO CONTRIBUTION AGREEMENT (this

“Amendment”) is effective as of the 8^th day of June 2022 (the “Amendment Date”) by and among Lodging Fund REIT III OP, LP, a Delaware limited partnership (the “Operating Partnership”), and RLC V RIFC, LLC, a Colorado limited liability company (the “Contributor”).

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WHEREAS, Contributor and Operating Partnership entered into that certain Contribution Agreement dated February 1, 2022 (the “Agreement”) as amended by the First Amendment on March 24, 2022, as amended by the Second Amendment on April 29, 2022, as amended by the Third Amendment May 10^th, 2022 for the contribution of a 113-room hotel business known as the Residence by Marriott Fort Xxxxxxx located at 0000 Xxxxxxxx Xxxxx, Xxxx Xxxxxxx, Xxxxxxxx 00000 (the “Property”);

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WHEREAS, consistent with the terms of the Third Amendment, the Parties have agreed to extend the Closing Date accommodating the satisfaction of the conditions within Section 2.17.1, as described in the Third Amendment;

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NOW THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

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1.Capitalization. All capitalized terms used herein will have the meanings ascribed to those terms in the Agreement, unless otherwise specified herein.

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2.Time and Place. The Operating Partnership and Contributor shall perform each obligation required to convey and close this transaction (including those described in section 2.17.1 as amended by each amendment) by June 21, 2022, notwithstanding the Operating Partnership’s right to extend the Closing Date in 30-day increments which may be done by written notice (email acceptable).

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3.Conflict; Counterparts. In the event of any conflict between the terms of this Amendment and the Agreement, this Amendment shall control. This Amendment may be executed in multiple counterparts via facsimile or email in .PDF format, each of which shall be deemed to be an original, but such counterparts when taken together shall constitute but one Amendment.

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4.Successors and Assigns. This Amendment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors, administrators, and assigns.

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Ex 10.216

5.Ratification. Except as set forth above, the terms of the Agreement are hereby ratified and confirmed in their entirety.

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[signature pages to follow]

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Ex 10.216

IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as of the day and year first above written.

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SELLER:

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RLC V RIFC, LLC

a Colorado limited liability company

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By: /s/ Xxxxxxx Xxxxx

Xxxxxxx Xxxxx, Manager

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Ex 10.216

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[OPERATING PARTNERSHIP’S SIGNATURE PAGE TO FOLLOW]

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Ex 10.216

OPERATING PARTNERSHIP:

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LODGING FUND REIT III OP, LP

A Delaware limited partnership

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By: Lodging Fund REIT III, Inc. Its: General Partner

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By: /s/ Xxxxx X. Xxxxxx

Name: Xxxxx X. Xxxxxx

Title: Chief Investment Of

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Ex 10.223

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