0000916641-02-001542 Sample Contracts

ESCROW AGREEMENT (Apple Hospitality Five, Inc.)
Escrow Agreement • September 24th, 2002 • Apple Hospitality Five Inc • Virginia

THIS ESCROW AGREEMENT, dated as of , 2002 (“Escrow Agreement”), is by and among DAVID LERNER ASSOCIATES, INC., a New York corporation (“Agent”); APPLE HOSPITALITY FIVE, INC., a Virginia corporation (“Company”); and WACHOVIA NATIONAL BANK, a national banking association, as Escrow Agent hereunder (“Escrow Agent”).

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ADVISORY AGREEMENT BETWEEN APPLE HOSPITALITY FIVE, INC. AND APPLE SUITES ADVISORS, INC.
Advisory Agreement • September 24th, 2002 • Apple Hospitality Five Inc • Virginia

THIS ADVISORY AGREEMENT, dated as of September , 2002, is between APPLE HOSPITALITY FIVE, INC., a Virginia corporation (the “Company”), and APPLE SUITES ADVISORS, INC., a Virginia corporation (the “Advisor”).

18,311,688 Units APPLE HOSPITALITY FIVE, INC. Common Shares and Series A Preferred Shares Agency Agreement
Selected Dealer Agreement • September 24th, 2002 • Apple Hospitality Five Inc • Virginia

Apple Hospitality Five, Inc., a Virginia corporation (the “Company”), is a corporation that will elect to qualify as a real estate investment trust pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended ( the “Code”). Subject to the terms and conditions stated herein, the Company proposes to engage David Lerner Associates, Inc. as its managing dealer (the “Agent”) to solicit offers to buy and obtain purchasers for shares of common stock, no par value, and Series A preferred shares of the Company, as offered by the Prospectus which is part of the Form S-11 Registration Statement under the Securities Act of 1933 (File No. 333- ) as filed with the Securities and Exchange Commission on September , 2002. The term “Shares” refers to the shares of common stock, no par value, and Series A preferred shares of the Company registered pursuant to the Registration Statement referred to in the preceding sentence. This will confirm our agreement respecting your engageme

PROPERTY ACQUISITION/DISPOSITION AGREEMENT
Disposition Agreement • September 24th, 2002 • Apple Hospitality Five Inc • Virginia

THIS AGREEMENT is made and entered into as of the day of September, 2002, by and between Apple Hospitality Five, Inc., a Virginia corporation (hereinafter referred to as “Owner”), and Apple Suites Realty Group, Inc., a Virginia corporation (hereinafter referred to as “Agent”).

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