8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 14, 2016

SOTHERLY HOTELS INC.

SOTHERLY HOTELS LP

(Exact name of Registrant as Specified in Its Charter)

Maryland (Sotherly Hotels Inc.) Delaware (Sotherly Hotels LP)	001-32379 (Sotherly Hotels Inc.) 001-36091 (Sotherly Hotels LP)	20-1531029 (Sotherly Hotels Inc.) 20-1965427 (Sotherly Hotels LP)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
410 W. Francis Street Williamsburg, Virginia		23185
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (757) 229-5648

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement. 

On September 14, 2016, Sotherly Hotels Inc. (“Sotherly” or the “Company”), a Maryland corporation and the sole general partner of Sotherly Hotels LP, a Delaware limited partnership, entered into a Commercial Unit Purchase Agreement and a related addendum (collectively, the “Agreement”) to purchase the commercial unit of the Hyde Resort & Residences (the “Hotel”), a condominium hotel under development in the Hollywood, Florida market, for a price of $4.25 million from 4111 South Ocean Drive, LLC (the “Seller”).  The Agreement also includes the Company’s purchase of certain inventories consistent with the management and operation of the Hotel and the related condominium association for an additional price of approximately $0.47 million. In connection with the closing under the Agreement, the Company intends to enter into a lease agreement for the 400-space parking garage and meeting rooms associated with the Hotel, a management agreement relating to the operation and management of the Hotel condominium association, and a pre-opening services agreement whereby the Seller will pay the Company a fee of $0.75 million in connection with certain pre-opening preparations.  The closing of the transaction is subject to various closing conditions as described in the Agreement.

The foregoing summary description of the Agreement and the transactions contemplated thereby is not intended to be complete and is qualified in its entirety by the complete text of the Agreement.

Item 7.01Regulation FD Disclosure.

On September 20, 2016, the Company issued a press release announcing the acquisition of the Hotel commercial unit.  A copy of the press release is attached to the Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference herein.

In accordance with General Instructions B.2 and B.6 of Form 8-K, the information included in this Item 7.01 (including Exhibit 99.1 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.56	Commercial Unit Purchase Agreement between Sotherly Hotels Inc. and 4111 South Ocean Drive, LLC, dated as of September 14, 2016.
10.57	Addendum to Commercial Unit Agreement, between Sotherly Hotels Inc. and 4111 South Ocean Drive, LLC, dated as of September 14, 2016.
99.1	Press Release of Sotherly Hotels Inc. dated September 20, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Date: September 20, 2016	SOTHERLY HOTELS INC.
	By:	/s/ David R. Folsom
		David R. Folsom
		President and Chief Operating Officer
	SOTHERLY HOTELS LP
		by its General Partner,
		SOTHERLY HOTELS INC.
	By:	/s/ David R. Folsom
		David R. Folsom
		President and Chief Operating Officer

Exhibit Index

Exhibit Number	Description
10.56	Commercial Unit Purchase Agreement between Sotherly Hotels Inc. and 4111 South Ocean Drive, LLC, dated as of September 14, 2016.
10.57	Addendum to Commercial Unit Agreement, between Sotherly Hotels Inc. and 4111 South Ocean Drive, LLC, dated as of September 14, 2016.
99.1	Press Release of Sotherly Hotels Inc. dated September 20, 2016.

EX-10.56

Exhibit 10.56

Form H

4111 SOUTH OCEAN DRIVE CONDOMINIUM

COMMERCIAL UNIT PURCHASE AGREEMENT

ORAL REPRESENTATIONS CANNOT BE RELIED UPON AS CORRECTLY STATING THE REPRESENTATIONS OF THE DEVELOPER. FOR CORRECT REPRESENTATIONS, REFERENCE SHOULD BE MADE TO THIS CONTRACT AND THE DOCUMENTS REFERENCED HEREIN

ANY PAYMENT IN EXCESS OF 10 PERCENT OF THE PURCHASE PRICE MADE TO DEVELOPER PRIOR TO CLOSING PURSUANT TO THIS CONTRACT MAY BE USED FOR CONSTRUCTION PURPOSES BY THE DEVELOPER.

Additionally, under certain circumstances more particularly described in Section 4, and provided that the Seller has posted “Alternative Assurances” with the Division of Florida Condominiums, Timeshares and Mobile Homes, Seller may use all of Buyer’s deposits (including those equal to the initial 10% of the Purchase Price, as hereinafter defined).

In this Agreement (including all addenda, or amendments hereto, collectively, the “Agreement” or the “Contract”), the term “Buyer” and/or “Purchaser” means or refers to the buyer or buyers listed below who have signed this Agreement. The word “Seller” and/or “Developer” means or refers to 4111 South Ocean Drive, LLC, a Florida limited liability company, and its successors and/or assigns. If the first letter of a word is capitalized in this Agreement, that word will have the meaning given to it in this Agreement or, if no definition of such word is given in this Agreement, then it shall have the meaning given to it in the Declaration (as defined in Section 1 of this Agreement).

Buyer(s):	Sotherly Hotels Inc., (NASDAQ: “SOHO”), a publicly traded real estate investment trust
Name of Principal Owner of Buyer (if entity):
Name and Title of Authorized Signatory (if entity): Dave Folsom, President
Address:		410 West Francis Street
City:		Williamsburg	State:	Virginia
Country:		USA	Zip Code:	23185
Home Phone:			Office Phone:	(757) 229-5648
Tax I.D. No.:			Fax. No.	(757) 564-8801
E-Mail Address:		drewsims@sotherlyhotels.com	Cellular Phone No.
Registered Agent’s Name, Number, E-Mail and Address:			[BUYER TO PROVIDE]

1. Purchase and Sale.

(a) Buyer agrees to buy, and Seller agrees to sell the Unit (as hereinafter defined) on the terms and conditions contained in this Agreement. The legal description of the Unit is: Condominium Unit CU-2 (the “Unit”) in 4111 SOUTH OCEAN DRIVE CONDOMINIUM (the “Condominium”), created by Declaration thereof recorded in Official Records Book 50656 Page 1212 of the Public Records of Broward County, Florida (as amended, the “Declaration”). The Unit and the Condominium are described in greater detail in this Agreement and the Declaration included in the Prospectus and attached exhibits (the “Condominium Documents”). Buyer acknowledges receipt of the Condominium Documents on or before the date of this Agreement.  

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(b) The total purchase price for the Unit is Four Million Two Hundred Fifty Thousand and No/100 Dollars ($4,250,000.00)USD (the “Purchase Price”). Buyer also agrees to pay the fees, costs, reimbursements and other sums required to be paid by Buyer pursuant to Section 11 below. Buyer understands and agrees that the Purchase Price of the Unit is not based solely upon the size of the Unit, but is also based on a number of different factors, including, without limitation, current market conditions, the location of the Unit within the Building, ceiling heights within the Unit and/or sizes of balconies, terraces, and/or patios and/or any other special appurtenant rights attached to the Unit.  

2. Payment of the Purchase Price. Buyer agrees to make the following payments against the Purchase Price:

Payment	Due Date	Amount
Initial Deposit	Upon Buyer’s execution of this Agreement	$	300,000.00
Balance	At Closing	$	3,950,000.00
Total Purchase Price		$	4,250,000.00

(a) Buyer expressly understands and agrees that Seller reserves the right to use Buyer’s deposits (both up to, and in excess of, 10% of the Purchase Price of the Unit) in order to fund a significant portion of construction and development of the Condominium, all in accordance with the provisions of Section 4 hereof and applicable Florida law.

(b) All payments required to be made hereunder, including all Deposits and any balance due at closing, must be paid by wire transfer of immediately available federal funds only. Even though Seller is not obligated to do so, if Seller accepts a deposit from Buyer which is made by personal check and/or cashiers’ check, same shall be made in United States funds and all checks must be payable on a bank located in the United States. Additionally, even though Seller is not obligated to do so, if Seller accepts a deposit from Buyer drawn on a foreign bank and/or payable in a currency other than U.S. currency, Buyer shall be solely responsible for all costs of collection and/or conversion and agrees to pay same to Seller promptly upon demand or, in Seller’s sole and absolute discretion, Seller may permit such costs to be charged to Buyer at the time of closing. If Buyer fails to pay any deposit on time, and Seller agrees to accept it on a later date (which Seller is not obligated to do), Buyer will pay a late funding charge equal to interest on such deposit at the then applicable highest lawful rate from the date due until the date received by Seller and cleared by the bank on which it is drawn.

(c) Buyer also agrees to pay all fees, costs, expenses and/or other sums required to be paid by Buyer in this Agreement. At the present time, the costs for which dollar amounts can be computed are :

$N/A (See Addendum)     -    1.70% Development Fee

$(See Addendum)          -     Initial Contribution to the Condominium Association These charges are subject to change as provided in Section 11 of this Agreement and are explained in more detail in that Section, as are other costs which cannot be computed at this time.

3. How Buyer Pays. Buyer understands and agrees that Buyer will be obligated to pay “all cash” at closing and this Agreement is not contingent or conditioned upon Buyer obtaining financing. This Agreement and Buyer’s obligations under this Agreement to purchase the Unit will not depend on whether or not Buyer qualifies for or obtains a mortgage from any lender. Buyer will be solely responsible for making Buyer’s own financial arrangements. Although Seller does not have to do so, if Seller agrees to delay closing until Buyer’s lender is ready, or to wait for funding from Buyer’s lender until after closing, or to accept a portion of the sums due at closing in the form of a personal check (which Seller shall have no obligation to do), Buyer agrees to pay Seller a late funding charge equal to interest, at the then highest applicable lawful rate on all funds due Seller which have not then been paid to Seller (and, with regard to personal checks, which have not then cleared the bank on which they are drawn) from the date Seller originally scheduled closing to the date of actual payment (and, with regard to personal checks, to the date of final clearance). This late funding charge may be estimated and charged by Seller at closing. Seller’s estimate will be adjusted after closing based on actual funding and clearance

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dates upon either Seller’s or Buyer’s written request. Without limiting the generality of Section 29 of this Agreement, the foregoing sentence will survive (continue to be effective after) closing.

4. Deposits.

(a) Developer has entered into an escrow agreement with Chicago Title Insurance Company (the Escrow Agent”), with offices at 13800 NW 14th Street, Suite 190, Sunrise, Florida 33323, for the holding, disbursement and administration of Buyer’s deposits, all in accordance with the terms of the escrow agreement, this Agreement and the Florida Condominium Act. A copy of the escrow agreement is included in the Condominium Documents. The escrow agreement is incorporated into this Agreement as if repeated at length herein, and Buyer agrees that the deposits may be held in any depository which meets the requirements of the Act, including, without limitation, a financial institution chartered and located out of the State of Florida.

(b) Buyer understands and agrees that all of Buyer’s deposits in excess of ten percent (10%) of the Purchase Price may be used by Seller for construction and development purposes as permitted by law. In addition to the foregoing, to the extent of any approved “Alternative Assurances”, Seller may, as permitted by law, and in lieu of holding deposits up to ten percent (10%) of the Purchase Price in escrow, cause the Escrow Agent to disburse such deposits to it for all uses permitted by law. Buyer agrees that the posting of Alternative Assurances or any change to the Alternative Assurances shall not be deemed a material or adverse change in the offering of the Condominium by reason of the fact that Buyer has already agreed to the use of Buyer’s deposits up to ten percent (10%) of the Purchase Price. Accordingly, Buyer understands and agrees that Seller reserves the right to utilize all of Buyer’s deposits (both up to, and in excess of, ten percent (10%) of the Purchase Price) as and to the extent permitted by law. Buyer should expect that its deposits up to, and in excess of ten percent (10%) of the Purchase Price may not remain in escrow.

(c) At closing, all deposits not previously disbursed to Seller will be released to Seller. Except where expressly provided herein to the contrary or otherwise required by law, all interest earned on Buyer’s deposits shall accrue solely to the benefit of Seller. Interest shall not be credited against the Purchase Price of the Unit. Buyer further understands and agrees that to the extent that deposit monies are removed from escrow and used as permitted herein, said monies are not available for investment and accordingly no interest shall be earned or deemed to be earned (even if Seller indirectly benefits from the use of said funds). No interest will be assumed to be earned, unless in fact said sums are invested in an interest bearing account and do in fact earn interest. Subject to the terms of Section 13 below, in the event of an uncured default by Buyer and the retention of the Deposit, or any portion thereof, by Seller, Seller shall also be entitled to retain any interest earned thereon. Seller may change escrow agents (as long as the new escrow agent is authorized to be an escrow agent under applicable Florida law), in which case Buyer’s deposits, or the portions thereof then being held in escrow, and any interest actually earned on them, may be transferred to the new escrow agent at Seller’s direction. If Buyer so requests, Buyer may obtain a receipt for Buyer’s deposits from the Escrow Agent.

5. Seller’s Financing/Buyer’s Waiver and Subordination. Seller may borrow (or may have borrowed) money from lenders (each, a “Developer’s Lender”) for the acquisition, development, refinancing and/or construction of the Condominium and/or Unit (and any other units owned by Seller, if any). Buyer agrees that any and each Developer’s Lender will have, until closing, a prior, superior mortgage on or other interest in the Unit, and the Condominium (or the real property upon which the Condominium will be created), with greater priority than any rights or interest Buyer may have therein, if any, pursuant to this Agreement or under any principal of equity or otherwise.  At closing, Seller shall cause the then applicable mortgages to be released as an encumbrance against the Unit and may use Buyer’s closing proceeds for such purpose. Without limiting the generality of the foregoing, Buyer’s rights and interest under this Agreement (and the deposits made hereunder) are and will be, automatically and without further action or instrument, subordinate to all mortgages, mezzanine and any other forms of financing (and all modifications made to those mortgages, mezzanine and any other forms of financing) affecting the Unit or the Condominium (or the real property upon which the Condominium is being developed) even if those mortgages, mezzanine and any other forms of financing provided by a Developer’s Lender (or modifications) are made or recorded after the date of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, Buyer agrees that neither this Agreement, nor Buyer’s making the Deposits (and/or Seller’s use of deposits as permitted hereunder), will give Buyer any lien (equitable or otherwise) or claim against the Unit, the Condominium or the real property upon which the Condominium has been (or will be) created and Buyer knowingly, fully and unconditionally waives and releases any right to assert any such lien or claim.  Buyer

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hereby acknowledges and agrees that (i) any and each Developer’s Lender is an express third party beneficiary of this Section 5, and (ii) this Section 5 and the rights of any and each Developer’s Lender under this Section 5 shall survive any termination, rescission or other voiding of this Agreement, and any default by Developer under this Agreement.

6. Insulation; Energy Efficiency.  To the extent required by applicable law, Buyer shall have the option to obtain an energy efficiency rating on the Unit being purchased. Buyer hereby releases Seller from any responsibility or liability for the accuracy or level of the rating and Buyer understands and agrees that this Agreement is not contingent upon Buyer’s approval of the rating, that the rating is solely for Buyer’s own information and that Buyer will pay the total cost of obtaining the rating. All energy efficiency rating information is subject to Seller’s general right to make changes in Seller's Plans and Specifications, and to applicable limitations of Seller's liability to Buyer.

7. Completion Date.

(a) Seller estimates that it will substantially complete construction of the Unit, in the manner specified in this Agreement, by approximately December 31, 2017, subject, however, only to delays resulting from “Force Majeure” (the “Outside Date”). The term “Force Majeure” as used in this Agreement shall mean “Acts of God”, labor disputes (whether lawful or not), work stoppages, material or labor shortages, restrictions or delays by any governmental or utility authority or any court of law, civil riots, floods or other causes or delays in construction or otherwise that are reasonably beyond Seller’s control.  

8. Inspection Prior to Closing.

(a) Buyer will be given an opportunity prior to closing, on the date and at the time scheduled by Seller, to inspect the Unit with Seller’s representative. At that time, Buyer will sign an inspection statement listing any alleged defects in workmanship or materials (only within the boundaries of the Unit, itself) which Buyer discovers. If any item listed is actually defective in workmanship or materials (keeping in mind the construction standards applicable in Broward County, Florida for properties of similar, type, style and age), Seller shall, subject to the other provisions hereof, be obligated to repair those items at its cost within a reasonable period of time after closing, but Seller’s obligation to do so will not be grounds for deferring the closing, nor for imposing any condition on closing. No escrows or holdbacks of closing funds will be permitted. Buyer understands and agrees that Seller’s obligation to repair items in the Unit noted during the pre-closing inspection shall automatically terminate (with Seller having no further obligations for such items) upon the date that Buyer commences construction and/or improvement of the Unit, whether or not a permit has been obtained. If Buyer fails to take advantage of the right to a pre-closing inspection on the date and time scheduled, Seller will not be obligated to reschedule an inspection prior to closing and Buyer shall be deemed to have accepted the Unit in its AS –IS/WHERE-IS condition.

(b) From and after the closing, Buyer hereby grants Seller and its agents, employees and contractors access to the Unit at reasonable times during normal business hours to complete any necessary repairs to the Unit. If Buyer cannot be present at the time such work is to be performed to facilitate completion of such work, Buyer hereby authorizes Seller, its agents, employees, contractors and sub-contractors to enter the Unit for such purposes using a master key or a key maintained by the Association. If Buyer cannot or elects not to be present at the time that Seller performs any such work, Buyer hereby waives and releases Seller (its partners, members, managers, contractors, sub-contractors, employees, agents, designees and assigns) from any and all claims that Buyer may have against Seller (its partners, managers, members, contractors, sub-contractors, employees, agents, designees and assigns) relating to damage to or theft of property from the Unit that is not due to the negligence or intentional act of Seller or its partners, members, managers, contractors, sub-contractors, employees, agents, designees and/or assigns. Buyer acknowledges that all matters pertaining to the initial construction of the Unit will be handled by Seller and Seller’s representatives. Buyer agrees not to interfere with or interrupt any workers at the site of the Unit. No personal inspections (other than the one pre-closing inspection referred to above) will be permitted. Buyer may not commence any work on the Unit, other than prepaid options or extras that Seller agrees in writing to provide, until after closing. Buyer recognizes that Seller is not obligated to agree to provide extras or options.  

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(c) Buyer can examine Seller's Plans and Specifications at Seller's business office, located on site or otherwise at a location identified by the Seller, during regular business hours by making an appointment to do so in advance.  

(d) The provisions of this Section 8 shall survive (continue to be effective after) closing.

9. Closing Date.

(a) Buyer understands and agrees that Seller has the right to schedule the date, time and place for closing, which shall in no event be scheduled later than one (1) year following the Outside Date, however Buyer understands and agrees that closing may be scheduled sooner, with the exact time, date and place to be determined by Seller.

(b) Before Seller can require Buyer to close, however, Seller must obtain a temporary, partial or permanent certificate of completion for or covering the Unit from the proper governmental agency, but, subject and subordinate to the provisions of Section 8 and 30 of this Agreement (without limiting the generality of those provisions by this specific reference), the Common Elements and other portions of the Condominium Property need not then have certificates of occupancy or completion, nor be completed. Seller does, however, agree to complete those amenities within a reasonable period of time following closing provided, however, that no closing shall occur until the certificate of substantial completion described in Section 718.104(4)(e), F.S. shall have first been recorded. Seller does however, agree to provide or complete, within a reasonable period time following closing, those roads and facilities for water, sewer, gas, electricity and recreational amenities, which Seller or its agents have represented Seller will provide or complete, or Seller has committed to provide or complete in accordance with the terms of the Condominium Documents. The foregoing sentence shall survive closing.

(c) Buyer will be given at least ten (10) days’ notice of the date, time and place of closing. Seller is authorized to postpone the closing for any reason and Buyer will close on the new date, time and place specified in a notice of postponement (as long as at least three (3) days’ notice of the new date, time and place is given). A change of time or place of closing only (one not involving a change of date) will not require any additional notice period. Any formal notice of closing, postponement or rescheduling may be given by Seller orally, by telephone, e-mail, facsimile, mail or other reasonable means of communication at Seller’s option. All of these notices will be sent or directed to the address, or given by use of the information specified on Page 1 of this Agreement unless Seller has received written notice from Buyer of any change prior to the date the notice is given. These notices will be effective on the date given or mailed (as appropriate). An affidavit of one of Seller’s employees or agents stating that this notice was given or mailed will be conclusive. After the notice is given or mailed, and if requested in writing by Buyer, Seller will send a written confirmation of the closing, together with a draft closing statement and other pertinent information and instructions. This written confirmation is given merely as a courtesy and is not the formal notice to close. Accordingly, it does not need to be received by any particular date prior to closing. Buyer agrees, however, to follow all instructions given in any formal notice and written confirmation. If Buyer fails to receive any of these notices or the confirmation because Buyer failed to advise Seller of any change of mailing address, e-mail address, phone number or telecopy number, because Buyer has failed to pick up a letter when Buyer has been advised of an attempted delivery or because of any other reason, Buyer will not be relieved of Buyer’s obligation to close on the scheduled date unless Seller agrees in writing to postpone the scheduled date. If Seller agrees in writing to reschedule closing at Buyer’s request, or if Buyer is a corporation or other entity and Buyer fails to produce the necessary documentation Seller requests and, as a result, closing is delayed, or if closing is delayed for any other reason (except for a delay desired, requested or caused by Seller), Buyer agrees to pay at closing a late funding charge equal to interest, at the then highest applicable lawful rate, on that portion of the Purchase Price not then paid to Seller (and cleared), from the date Seller originally scheduled closing to the date of actual closing. Buyer agrees that the late funding charge is appropriate in order to cover, among other things, Seller’s administrative and other expenses resulting from a delay in closing. Buyer understands that Seller is not required to reschedule or to permit a delay in closing at Buyer’s request.

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10. Closing.

(a) The term “closing” refers to the time when Seller delivers the deed to the Unit to Buyer and ownership changes hands. Buyer’s ownership is referred to as “title”. Seller promises that the title Buyer will receive at closing will be good, marketable and insurable (subject to the permitted exceptions listed or referred to below and the other provisions of this Agreement

(b) Buyer agrees that Seller’s designee shall act as closing agent and shall issue the title insurance commitment (and subsequent title insurance policy), which shall be paid for by Seller as provided hereafter. Buyer will receive from Seller two (2) documents at closing which Buyer agrees to accept as proof that Buyer’s title is as represented above:

(i) A written commitment, from a title insurance company licensed in Florida agreeing to issue a policy insuring title or the policy itself. This commitment (or policy) will list any exceptions to title. Permitted exceptions (exceptions which Buyer agrees to take title subject to) are:

(1) Liability for all taxes or assessments affecting the Unit, which are not yet due and payable, starting the year Buyer receives title and continuing thereafter;

(2) All laws, and all restrictions, covenants, conditions, limitations, agreements, reservations and easements now or hereafter recorded in the public records, which may include, without limitation, zoning restrictions, Zoning Regulations, property use limitations and obligations, easements (rights-of-way) and agreements relating to telephone lines, water and sewer lines, storm water management and other utilities;

(3) The restrictions, covenants, easements, conditions, terms and other provisions set forth in the Zoning Regulations and any Brand Agreement.

(4) Standard exceptions for water-front property and artificially filled-in property which once was navigable waters and all other standard exceptions for similar property.

(5) The restrictions, covenants, conditions, easements, terms and other provisions imposed by the documents contained or referred to in the Condominium Documents (and any other documents which Seller, in its sole discretion, believes to be necessary or appropriate) which are recorded, now or at any time after the date of this Agreement, in the Public Records of Miami-Dade County;

(6) Any open Notice of Commencement related to Seller’s construction or development of, among other things, the Condominium (although Seller will provide an unsecured indemnification to the title insurer selected by Seller, on a form reasonably acceptable to Seller, to induce the title insurer selected by Seller to insure Buyer’s title without exception for unfiled construction liens relating to the Notice of Commencement).

(7) Pending governmental liens as of closing (Seller will be responsible, however, for certified governmental liens or special assessment liens as of closing, provided, however, that to the extent that any such certified liens are then due or are payable in installments, Seller shall only be responsible for those payments and/or installments due prior to closing, and Buyer hereby assumes all payments and/or installments coming due after closing);

(8) All standard printed exceptions contained in an ALTA Owner’s title insurance policy issued in Broward County, Florida; and

(9) Any matters not listed above as long as title insurance coverage is available for these matters.

(ii) A Special Warranty Deed. At closing, Seller promises to give Buyer a special warranty deed to the Unit. The special warranty deed will be subject to (that is, contain exceptions for) all of the matters described above.

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(c) Buyer will receive at closing Seller’s form of owner’s (“no lien”) affidavit, closing agreement, FIRPTA (non-foreign) affidavit and an assignment of any appurtenances to the Unit, if any, as described herein. When Buyer receives the special warranty deed at closing, Buyer will sign Seller’s closing agreement, a settlement statement, if Buyer is a legal entity, an affidavit, and/or other evidence required by Seller or Seller’s closing agent, certifying the identity of the “beneficial owner(s)” (as such term is defined by the United States Department of the Treasury Financial Crimes Enforcement Network (“FinCEN”) of the entity and the authorized representative of the entity, and otherwise as may be required to comply with any requirements of any orders now or hereafter issued by FinCEN (or any other governmental or quasi-governmental agencies), and all papers that Seller deems reasonably necessary or appropriate for transactions of this nature.  

(d) If Seller cannot provide the quality of title described above, Seller will have a reasonable period of time (at least sixty (60) days) to correct any defects in title. If Seller cannot, after making reasonable efforts to do so (which shall not require the bringing of lawsuits or the payment or satisfaction of involuntary liens or judgments) correct the title defects, Buyer will have two options:

(i) Buyer can accept title in the condition Seller offers it (with defects) and pay the full Purchase Price for the Unit with exceptions for such title matters to be contained in the special warranty deed for the Unit. Buyer will not make any claims against Seller because of the defects; or

(ii) Buyer can cancel this Agreement and receive a full refund of Buyer’s deposits.  

(e) At the same time Buyer receives the special warranty deed, Buyer agrees to pay the balance of the Purchase Price and any additional amounts owed under this Agreement. Seller has no obligation to accept funds other than as set forth in Section 3 above. Until all sums have been received and cleared, Seller will be entitled to a vendor’s lien on the Unit (which Buyer agrees Seller may unilaterally record in the Public Records of the County).  

(f) At or prior to closing, Buyer must present written evidence to Seller that Buyer has established an account for electric service to the Unit with FP&L (or any successor supplier or electric service to the Unit) and that electric service to the unit is to commence (on Buyer’s account) as of closing.

(g) This Section shall survive (continue to be effective after) closing.

11. Additional Fees and Costs.

(a) Buyer understands and agrees that, in addition to the Purchase Price for the Unit, Buyer must pay certain other fees, costs or other sums when the title is delivered to Buyer at closing. These include:

(i) A “development fee” equal to one and seven tenths percent (1.70%) of the Purchase Price (and of any charges for options or extras now or hereafter contracted for which are not included in the Purchase Price).  

(ii) working capital contribution in an amount equal to the aggregate of twice the regular monthly assessment for the Unit due to the Condominium Association, as determined at the time of closing, and which contribution is payable directly to the Association to provide it with funds.  This contribution may be used by the Condominium Association for any purpose, including, payment of ordinary Common Expenses or operating costs, and will not be credited against regular assessments or charges. This amount of this contribution may change, however, if the monthly assessments change prior to closing (see Section 17). To the extent that Seller elects to fund deficits as provided in the Declaration, no portion of the contribution shall be used for payment of Common Expenses prior to the expiration of the period during which Seller is excused from payment of assessments.

(iii) Any and all sales tax due in connection with the acquisition of any furnishings, finishes and/or equipment.

(iv) A reimbursement to Seller for any utility, cable or interactive communication deposits or hook-up fees, and/or governmental impact fees, which Seller may have advanced prior to closing for the Unit or

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applicable to the Unit, together with any deposits charged by the utility provider in connection with opening accounts for utility services intended to be charged directly to the Unit.  The amount of these charges is now unknown.  

(v) Any charge for any options or upgrading of standard items included, or to be included, in the Unit as agreed to in writing by both Buyer and Seller.

(vi) Reimbursement to Seller, and/or Seller's closing agents, for charges incurred in connection with any State, Federal or local rules, regulations or ordinances mandating reporting (including, without limitation, any targeting orders or equivalent issued by FinCEN or any governmental or quasi-governmental agencies) and/or coordinating the closing with Buyer and/or Buyer's lender, including, without limitation, charges for messenger expenses, long distance telephone calls, photocopying expenses, telecopying charges and others.  The amount of these charges is now unknown.

(vii) In the event of increases in either the recording fees imposed by the County, the documentary stamp tax rates or the promulgated title insurance premiums, subsequent to the date of this Agreement, or in the event of the imposition of any surcharge or any new governmental tax or charge on deeds or conveyances, Buyer agrees to pay all such increases, surcharges or new taxes or charges, in addition to the development fee;  

(viii) All fees and charges payable to any attorney selected by Buyer to represent Buyer. The amount of any such charges is now unknown.

(ix) The late funding charges provided for elsewhere in this Agreement. The amount of any such charges is now unknown.

(b) Seller agrees to pay the following closing costs at closing:

(i) the costs of officially recording the deed in the Public Records of the County (presently, recording fees are $10.00 for the first page of an instrument and $8.50 for each additional page);

(ii) documentary stamp taxes payable in connection with the deed conveying the Unit to Buyer (presently, documentary stamp taxes are $.70 for each $100.00 of consideration); and

(iii) the title insurance premium for any title insurance policy issued by Seller’s closing agent.  

(c) Buyer understands and agrees that Seller may utilize the development fee for payment of the closing costs for which Seller is obligated, but that the balance of the “development fee” shall be retained by Seller to provide additional revenue and to offset certain of its construction and development expenses, including without limitation, certain of Seller’s administration expenses and Seller’s attorneys’ fees in connection with development of the Condominium. Accordingly, Buyer understands and agrees that the development fee is not for payment of closing costs or settlement services (other than to the extent expressly provided above), but rather represents additional funds to Seller which are principally intended to provide additional revenue and to cover various out-of-pocket and internal costs and expenses of Seller associated with development of the Condominium.

(d) If Buyer obtains a loan for any portion of the Purchase Price, Buyer will be obligated to pay any loan fees, closing costs, escrows, appraisals, credit fees, lender’s title insurance premiums, prepayments and all other expenses charged by any lender giving Buyer a mortgage, if applicable. Additionally, if Buyer obtains a loan and elects to have Seller’s closing agent act as “loan” closing agent as well, Buyer agrees to pay, in addition to any other sums described in this Agreement, such closing agent an aggregate sum equal to $975.00, for a simultaneously issued mortgagee’s title insurance policy, the agent’s title examination, title searching and closing services related to acting as “loan closing agent”. In addition to that sum, Buyer shall be obligated to pay the premiums (at promulgated rate) for any title endorsements requested by Buyer’s lender. Notwithstanding any reference in this paragraph to Buyer obtaining a loan, nothing herein shall be deemed to make this Agreement, or the Buyer’s obligations under this Agreement, conditional or contingent in any manner

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on the Buyer obtaining a loan to finance any portion of the Purchase Price; it being the agreement of the Buyer that the Buyer shall be obligated to close “all cash” and that no delays in closing shall be provided to accommodate loan closings. Notwithstanding the foregoing, nothing herein shall require Buyer to choose to elect Seller’s closing agent to act as loan closing agent, nor shall anything herein obligate Seller’s closing agent to act as loan closing agent (even if selected by Buyer). 

(e) Current expenses of the Unit (for example, taxes and governmental assessments, levies and/or use fees and current monthly assessments of the Association and any interim service fees imposed by governmental authority) will be prorated between Buyer and Seller as of the date of closing. Additionally, at closing, Buyer shall be obligated to prepay the next month’s maintenance assessment to the Association. This prepayment is in addition to Buyer’s obligation to pay the working capital contribution, as described above. Buyer and Seller shall prorate taxes as of the closing date based upon the actual tax bill, if available, or an estimate by Seller, if not available, with Buyer responsible for paying the full amount of the tax bill and Seller reimbursing Buyer for Seller’s prorated share of those taxes. Buyer agrees that Seller’s prorated share of the taxes due as of closing need not be paid to Buyer, however, until the actual tax bill is presented to Seller, and any proration based on an estimate of the current year’s taxes shall be subject to reproration upon request of either party, provided, however, that any request for reproration is made within six (6) months following the issuance of the actual tax bill for the Unit (it being assumed, for purposes hereof, that tax bills are issued on November 1 of each tax year) or the date of final determination of any property tax appeal (if the taxes for the year of proration have been appealed). No request for proration made beyond the six (6) month period shall be valid or enforceable. In addition, Buyer shall pay, or reimburse Seller if then paid, for any interim proprietary and/or general service fees imposed by any governmental municipality or governmental authority having jurisdiction over the Unit. This Subsection shall survive (continue to be effective after) closing.

12. Adjustments with the Association. Buyer understands that Seller may advance money to the Condominium Association to permit it to pay for certain of its expenses (for example, but without limitation, insurance premiums, Common Element utility and/or cable or other interactive communication charges and deposits, permit and license fees, charges for service contracts, salaries of employees of the Condominium Association and other similar expenses). Seller is entitled to be reimbursed by the Condominium Association for all of these sums advanced by Seller, to the extent in excess of Seller’s assessment obligations (and/or deficit funding obligations, if any).  To the extent that Seller is entitled to reimbursement, the Condominium Association will reimburse Seller out of regular assessments paid by Buyer and other owners as those contributions and assessments are collected, or as otherwise requested by Seller. Seller also, at its election, may receive reimbursement (to the extent that it is otherwise entitled to reimbursement) for these payments by way of a credit against any sums it may become obligated to pay to the Condominium Association. The provisions of this Section 12 will survive (continue to be effective after) closing.

13. Default.

(a) If Buyer fails to perform any of Buyer’s obligations under this Agreement (including making scheduled deposits and other payments) Buyer will be in “default”. If Buyer is still in default twenty (20) days after Seller sends Buyer written notice thereof, Seller shall be entitled to the remedies provided herein. If, however, Buyer’s default is in failing to close on the scheduled date, then in addition to all other remedies provided herein (if any), Seller can terminate this Agreement without giving Buyer any prior (or subsequent) notification or opportunity to close at a later date.

(b) Upon Buyer’s default (and the expiration of any notice period, if applicable), all Buyer’s rights under this Agreement will end and Seller can terminate this Agreement and resell the Unit for a higher or lower price without any accounting to Buyer. Buyer understands that because Seller has taken the Unit off the market for Buyer, has spent money on sales, advertising, promotion and construction and has incurred other costs incident to this sale, Buyer’s default will damage Seller. As compensation for this damage, in the event Seller cancels this Agreement because of Buyer’s default, Buyer authorizes Seller to keep (or if not then paid by Buyer, Buyer will pay to Seller) all deposits and other pre-closing advance payments (including, without limitation, those on options, extras, upgrades and the like) Buyer has then made (and which would have been required to have been made had Buyer not defaulted) and all interest which was, or would have been, earned on them, all as liquidated damages (and not as a penalty). Buyer and Seller agree to this because there is no other precise method of determining Seller's damages.  Any damage or loss that occurs to the Condominium Property and/or The Properties while

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Buyer is in default will not affect Seller's right to liquidated damages. Seller shall also have the right to seek to specifically enforce this Agreement against Buyer in the event of an uncured default by Buyer.  

(c) If Seller fails to perform any of Seller’s obligations under this Agreement, Seller will be in “default”.  If Seller is still in default twenty (20) days after Buyer sends Seller notice thereof (or such longer time as may reasonably be necessary to cure the default if same cannot be reasonably cured within twenty (20) days), Buyer may pursue such rights as may be available in equity and/or under applicable law, except that Buyer may not seek specific performance of Seller’s obligations, and Seller is entitled to defend itself to the maximum lawful extent.

The provisions of this Section 13 will survive (continue to be effective after) termination of this Agreement and/or closing.

14. Construction Specifications. The Unit and the Condominium will be constructed in substantial accordance with the plans and specifications therefor kept in Seller's construction office, as such plans and specifications are amended from time to time. Seller may make such changes in the plans and specifications that it deems appropriate at any time, to accommodate its in the field construction needs (as more fully discussed in this Section 14 and in response to recommendations or requirements of local, state or federal governmental or quasi-governmental agencies or applicable utility and/or insurance providers or Seller’s design professionals and/or contractors or suppliers. Such plans and specifications, as they are so amended, are referred to in this Agreement as “Seller’s Plans and Specifications”. Without limiting Seller’s general right to make changes, Buyer specifically agrees that the changes described above and changes in the location of utility (including, but not limited to, television and telephone) lead-ins and outlets, air-conditioning equipment, ducts and components, lighting fixtures and electric panel boxes, may be made by Seller in its discretion. In furtherance of the understanding and agreement stated above, Buyer acknowledges and agrees that it is a widely observed construction industry practice for pre-construction plans and specifications for any unit or building to be changed and adjusted from time to time in order to accommodate on-going, “in the field” construction needs. These changes and adjustments are essential in order to permit all components of the Unit and the Building to be integrated into a well-functioning and aesthetically pleasing product in an expeditious manner. Because of the foregoing, Buyer acknowledges and agrees that it is to Buyer’s benefit to allow Seller the flexibility to make such changes in the Unit and the Condominium. Buyer further acknowledges and agrees that (i) the plans and specifications for the Unit and the Condominium on file with the applicable governmental authorities may not, initially, be identical in detail to Seller’s Plans and Specifications, and (ii) because of the day-to-day nature of the changes described in this Section 14, the plans and specifications on file with applicable governmental authorities may not include some or any of these changes (there being no legal requirement to file all changes with such authorities). As a result of the foregoing, Buyer and Seller both acknowledge and agree: The Unit and the Condominium may not be constructed in accordance with the plans and specifications on file with applicable governmental authorities. Without limiting the generality of Section 28, Seller disclaims and Buyer waives any and all express or implied warranties that construction will be accomplished in compliance with such plans and specifications.  Seller has not given and Buyer has not relied on or bargained for any such warranties. In furtherance of the foregoing, in the event of any conflict between the actual construction of the Unit and/or the Building, and that which is set forth on the plans, Buyer agrees that the actual construction shall prevail and to accept the Unit and Building as actually constructed (in lieu of what is set forth on the plans). Buyer understands and agrees that in designing the Condominium, the stairwells within the Condominium Property are intended primarily for ingress and egress in the event of emergency and, as such may be constructed and left unfinished solely as to be functional for said purpose, without regard to the aesthetic appearance of said stairwells.  Similarly, the garage and utility pipes serving the Condominium are intended primarily for functional purposes, and as such may be left unfinished without regard to the aesthetic appearance of same. Further, Buyer hereby acknowledges and agrees that the potential for sound and/or odor transmission in a multi-story building is always a possibility. Without limiting the generality of Section 28, Seller does not make any representation or warranty as to the level of sound and/or odor transmission between and among Units, vibrations from HVAC and/or mechanical equipment and the other portions of the Condominium Property, and Buyer hereby waives and expressly releases any such warranty and claim for loss or damages resulting from vibration, sound and/or odor transmission. Lastly, Buyer understands and agrees that there are various methods for calculating the square footage and dimensions of a Unit and that depending on the method of calculation, the measured square footage of the Unit may be more or less than Buyer had anticipated. Typically, marketing materials will calculate the dimensions of the Unit from the exterior boundaries of the exterior walls to the centerline of the interior demising walls, including common elements such as structural walls and other interior components of the building.  Architectural or marketing size is larger than the size of the Unit determined strictly in accordance with the boundaries of the Unit set forth in the Declaration. Additionally, references in marketing materials to ceiling heights are generally taken from the top of the

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unfinished floor slab to the underside of the upper unfinished concrete slab, which is greater than the actual clearance that will result between the top of the finished floor coverings and the underside of the finished ceiling as same may be affected by any drop ceilings or soffits, including without limitation to accommodate mechanical equipment. Any listed ceiling heights are approximate and subject to change. Accordingly, during the pre-closing inspection, Buyer should, among other things, review the size and dimensions of the Unit.  Buyer shall be deemed to have conclusively agreed to accept the size and dimensions of the Unit, regardless of any variances in the square footage from that which may have been disclosed to Buyer at any time prior to closing, whether included as part of the Condominium Documents, Seller's promotional materials or otherwise. Without limiting the generality of any other provision of this Agreement, Seller does not make any representation or warranty as to the actual size, dimensions or square footage of the Unit, and Buyer hereby waives and expressly releases any such warranty. The agreements and waivers of Buyer contained in this Section 14 will survive (continue to be effective after) closing.

15. Certain Items and Materials. Buyer understands and agrees that certain items, if included with the Unit, such as tile, marble, stone, granite, cabinets, wood, stain, grout, wall and ceiling textures, granite, marble, stone, mica, light fixtures, wall coverings, floor coverings, carpeting, and other improvements are subject to size and color variations, grain and quality variations, and may vary in accordance with price, availability and changes by manufacturer from those shown in the models or in illustrations or included in Seller's Plans and Specifications or in the published list of standard items (if any). If circumstances arise which, in Seller’s opinion, warrant changes of suppliers, manufacturers, brand names or items, or if Seller elects to omit certain items, Seller may modify the list of standard features or make substitutions for equipment, material, appliances, etc., with items which in Seller’s opinion are of equal or better quality (regardless of cost). Buyer also understands and agrees that Seller has the right to substitute or change materials and/or stain colors utilized in wood decor (if any).  Buyer recognizes that certain colors as shown in displays or in the models, including, but not limited to, stone, marble, granite, cabinetry, carpeting and wood stain, will weather and fade and may not be duplicated precisely.

The agreements and waivers of Buyer contained in this Section 15 will survive (continue to be effective after) closing.

16. Litigation.

(a) In the event of any litigation between the parties under this Agreement, the prevailing party shall be entitled to reasonable attorneys’, paralegals and para-professionals fees and court costs at all trial and appellate levels. In addition, in the event of any litigation between the parties related to this Purchase Agreement (i) the parties shall and hereby submit to the personal jurisdiction of the state and federal courts of the State of Florida and (ii) venue shall be laid exclusively in Miami-Dade County, Florida.

(b) SELLER AND BUYER AGREE THAT NEITHER SELLER, BUYER, NOR ANY ASSIGNEE, SUCCESSOR, HEIR, OR LEGAL REPRESENTATIVE OF SELLER OR BUYER (ALL OF WHOM  ARE HEREINAFTER REFERRED TO AS THE “PARTIES”) SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDINGS, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE CONDOMINIUM DOCUMENTS, ANY RULES OR REGULATIONS OF THE ASSOCIATION, OR ANY INSTRUMENT EVIDENCING OR RELATING TO ANY OF THE FOREGOING, OR ANY DOCUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY ACTIONS, DEALINGS OR RELATIONSHIP BETWEEN OR AMONG THE PARTIES, OR ANY OF THEM. NONE OF THE PARTIES WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY NEGOTIATED BY THE PARTIES AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. SELLER HAS NOT IN ANY WAY INDICATED THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

(c) Inasmuch as Buyer’s decision to purchase a Unit is personal and the circumstances regarding the offering of the Unit may unique to Buyer, Buyer agrees that BUYER SHALL NOT JOIN OR CONSOLIDATE CLAIMS WITH OTHER PURCHASERS OF UNITS OR LITIGATE IN COURT OR THROUGH OTHER FORMS OF PROCEEDINGS ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.

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(d) This Section will survive (continue to be effective after) any termination of this Agreement, but shall otherwise be deemed merged into the deed at closing.  

17. Maintenance Fee.

(a) Buyer understands and agrees that the Estimated Operating Budget for the Association (the “Budget”) contained in the Condominium Documents provides only an estimate of what it will cost to run the Association during the period of time stated in the Budget. The Budget is not guaranteed to accurately predict actual expenditures. Actual expenditures may vary based upon a number of factors, many of which are out of Seller’s control. These factors include, without limitation, changes in costs, wages, environmental considerations and the effects of natural disasters. In making a decision to acquire the Unit, Buyer should factor in these potential increases in the Budget that may occur prior to closing, and after (and the resultant increases in the assessment amounts). As the sole Unit Owner upon the formation of the Condominium, the Seller may vote to not provide any reserves for the initial year of the Association following recording the Substantial Completion Amendment. Thereafter, on an annual basis, a majority of the Association’s members (which may include the Seller/Developer) will vote to determine whether to continue not to provide any reserves. If an election is in fact made to waive reserves, the assessments per unit payable to the Association will be as set forth in the Estimated Operating Budget as “Assessments per Unit -Without Reserves”. If no such election is made, the assessments per Unit payable to the Association will be as set forth in the Estimated Operating Budget as “Assessments per Unit - With Reserves”.  

18. Condominium Association. This Agreement is also Buyer’s application for membership in the Association, which membership shall automatically take effect at closing. At that time, Buyer agrees to accept all of the liabilities and obligations of membership.

19. Seller’s Use of the Condominium Property. As long as Seller owns a unit or units and is offering same for sale in the ordinary course of business, it and its agents are hereby given full right and authority to place and maintain on, in and about the Condominium Property and/or Association Property (excluding the Unit after closing) model units, sales and leasing offices, administrative offices, signs and lighting related to construction and sales promotion purposes, for such period of time, at such locations and in such forms as shall be determined by Seller in its sole and absolute discretion. Seller, its employees, agents, contractors, sub-contractors and prospective buyers are also hereby given, for construction and sales promotion purposes, the right of entry upon, ingress to, egress from and other use of the Condominium and/or Association Property (excluding the Unit after closing), and the right to restrict and regulate access to the Common Elements and/or Association Property, subject to Buyer’s reasonable access to and from the Unit after closing, for the purposes of completing construction of the Common Elements, Association Property and/or other units within the Condominium. Seller’s salespeople can show units, the Association Property and/or the Common Elements, erect advertising signs and do whatever else is necessary in Seller’s opinion to help sell, resell, finance or lease units or other portions of any improvements to be constructed upon the Condominium Property or develop and manage the Condominium Property and/or Association Property and/or to provide management and administration and/or financial services, but Seller’s use of the Condominium Property and/or Association Property must be reasonable, and cannot unreasonably interfere with Buyer’s use and enjoyment of the Unit.  This Section will survive (continue to be effective after) closing.

20. Sales Commissions. Seller will pay all sales commissions due its in-house sales personnel and/or exclusive listing agent and the co-broker, if any, identified on the last page of this Agreement (if such space is left blank, it shall mean that Seller has not agreed to pay any co-broker and that Buyer represents that there is no co-broker who can claim by, through or under Buyer), provided that such co-broker has properly registered with Seller as a participating co-broker. Seller has no responsibility to pay any sales commissions to any other broker or sales agent with whom Buyer has dealt. Buyer will be solely responsible to pay any such other brokers. By signing this Agreement, Buyer is representing and warranting to Seller that Buyer has not consulted or dealt with any broker, salesperson, agent or finder other than Seller’s sales personnel (and the co-broker, if any, named on the last page of this Agreement), nor has the sale been procured by any real estate broker, salesperson, agent or finder other than Seller’s sales personnel (and the co-broker, if any, named on the last page of this Agreement). Buyer will defend, indemnify and hold Seller harmless for and from any such person or company claiming otherwise. Buyer’s indemnity and agreement to hold Seller harmless includes, without limitation, Buyer’s obligation to pay or reimburse Seller for all commissions, damages and other sums for which Seller may be held liable and all attorneys’ fees and court costs actually incurred by Seller (including those for appeals), regardless of

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whether a lawsuit(s) is actually brought or whether Seller ultimately wins or loses. This Section 20 will survive (continue to be effective after) closing and any termination of this Agreement.

21. Notices.

(a) Whenever Buyer is required or desires to give notice to Seller, the notice must be in writing and it must be sent by: (i) certified mail, postage prepaid, with a return receipt requested (ii) hand delivery or (iii) a recognized overnight courier service (i.e., Fed Ex, United Parcel Service, etc.), to Seller at 315 S. Biscayne Boulevard, 4th Floor, Miami, Florida 33131, Attn: Hyde Resort & Residences Project Manager, or such other address as Seller may otherwise direct.  

(b) Unless this Agreement states other methods of giving notices, whenever Seller is required or desires to give notice to Buyer, the notice must be given either in person, by telephone (to the telephone number indicated on Page 1 of this Agreement) or in writing and, if in writing, it must be sent either by: (i) certified mail, postage prepaid, with a return receipt requested (unless sent outside of the United States, in which event written notices to Buyer may be sent by regular air mail); (ii) facsimile transmission if Buyer has indicated a telecopy number on Page 1 of this Agreement; (iii) electronic transmission, if Buyer has indicated an email address on Page 1 of this Agreement; or (iv) hand delivery or by recognized overnight courier service (i.e., Fed Ex, Express Mail, United Parcel Service, etc.), to the address for Buyer set forth on Page 1 of this Agreement. By giving the telephone number, telecopy number and/or email address on Page 1 of this Agreement, Buyer hereby consents to receiving telephonic, facsimile and/or email communications, including advertisements, as applicable, made or given by Seller hereunder.

(c) A change of address notice is effective when it is received. As to other notices, notices delivered by certified mail, shall be deemed received by Buyer on the date that the postal service first attempts delivery of the notice at the Buyer’s address (regardless of whether delivery is accepted). Notices delivered by facsimile transmission shall be deemed received on the date that Seller gets confirmation (from the sending machine) that the facsimile was transmitted to the receiving facsimile number. Notices delivered by electronic transmission (e-mail) shall be deemed received by Buyer on the date sent by Seller. Notices delivered by hand delivery or overnight courier service shall be deemed received on the date that the delivery service or overnight courier service first attempts delivery of the notice at the Buyer’s address (regardless of whether delivery is accepted). All permitted non-written notices to Buyer are deemed received on the date given by Seller. Further, Buyer expressly understands and agrees that all notices from Seller are and will be in English and to the extent that any person prepares a translation thereof, the English original version nevertheless is controlling.

22. Transfer or Assignment. Buyer shall not be entitled to assign this Agreement or its rights hereunder without the prior written consent of Seller, which may be withheld by Seller with or without cause (and even if Seller’s refusal to grant consent is unreasonable).  To the extent that Seller consents to any such assignment, said consent may be conditioned in any manner whatsoever, including, without limitation, charging an assignment or transfer fee and requiring full disclosure of any beneficial owners or any proposed assignee that is an entity. Any such assignee must fully assume all of the obligations of Buyer hereunder by written agreement for Seller’s benefit, a counterpart original executed copy of which shall be delivered to Seller. If Buyer is a corporation, partnership, other business entity, trustee or nominee, a direct or indirect transfer of a majority interest in any stock, voting interest, partnership interest, membership interest, equity, beneficial or principal interest in Buyer will constitute an assignment of this Agreement requiring prior written consent by Seller. No assignment or transfer in violation of the restrictions set forth herein shall be valid or binding on Seller. Without limiting the generality of the foregoing, Buyer shall not, prior to closing on title to the Unit, unless first obtaining the prior written consent of Seller (which may be granted or withheld in Seller’s sole and absolute discretion) (i) advertise, market and/or list the Unit for lease, sale or resale, whether by placing an advertisement, listing the Unit with a broker, posting signs at the Unit or at the Condominium, allowing the Unit to be listed for sale on the internet or the Multiple Listing Service, hiring a broker, directly or indirectly, to solicit interest in a resale or otherwise or (ii) enter into any contract or agreement, written or otherwise, for the sale or lease of the Unit with a third party. Notwithstanding any permitted assignment or transfer of any interest in this Agreement and/or the Unit, nothing shall relieve or release Buyer from any obligations or liabilities under this Agreement.

23. Others Bound by this Agreement. If Buyer dies or in any way loses legal control of Buyer’s affairs, this Agreement will bind Buyer’s heirs and personal representatives. If Buyer has received permission to assign or transfer

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Buyer’s interest in this Agreement, this Agreement will bind anyone receiving such interest. If Buyer is a corporation or other business entity, this Agreement will bind any successor corporation or entity resulting from merger, reorganization or operation of law. If more than one person signs this Agreement as Buyer, each will be equally liable, on a joint and several basis, for full performance of all Buyer’s duties and obligations under this Agreement and Seller can enforce this Agreement against either as individuals or together.

24. Public Records. Buyer authorizes Seller to record the documents needed to establish and operate the Condominium, as well as all other documents which Seller deems necessary or appropriate, in the Public Records of Broward County, Florida. Neither this Agreement, nor any notice or memorandum hereof (nor any Lis Pendens), may be recorded by Buyer. Buyer further agrees not to seek to impose any type of lien or other claim upon the Unit or all or any portion of the Condominium, equitable or otherwise, and any right to impose or seek any such lien or other claim is hereby knowingly, fully and unconditionally waived by Buyer.

25. Florida Law; Severability.

(a) Any disputes that develop under this Agreement and any issues that arise regarding the entering into, validity and/or execution of this Agreement will be settled according to Florida law. If any part of this Agreement violates a provision of applicable law, the applicable law will control. In such case, however, the rest of this Agreement (not in violation) will remain in force.  

(b) Without limiting the generality of the foregoing, it is Buyer’s and Seller’s mutual desire and intention that all provisions of this Agreement be given full effect and be enforceable strictly in accordance with their terms. If, however, any part of this Agreement is not enforceable in accordance with its terms or would render other parts of this Agreement or this Agreement, in its entirety, unenforceable, the unenforceable part or parts are to be judicially modified, if at all possible, to come as close as possible to the expressed intent of such part or parts (and still be enforceable without jeopardy to other parts of this Agreement, or this Agreement in its entirety), and then are to be enforced as so modified. If the unenforceable part or parts cannot be so modified, such part or parts will be unenforceable and considered null and void in order that the mutual paramount goal (that this Agreement is to be enforced to the maximum extent possible strictly in accordance with its terms) can be achieved.  

(c) Without limiting the generality of the foregoing, if the mere inclusion in this Agreement of language granting to Seller certain rights and powers, or waiving or limiting any of Buyer’s rights or powers or Seller’s obligations (which otherwise would be applicable in the absence of such language), results in a final conclusion (after giving effect to the above judicial modification, if possible) that Buyer has the right to cancel this Agreement and receive a refund of Buyer’s deposits, such offending rights, powers, limitations and/or waivers shall be struck, canceled, rendered unenforceable, ineffective and null and void. Under no circumstances shall either Buyer or Seller have the right to cancel this Agreement solely by reason of the inclusion of certain language in this Agreement (other than language which is intended specifically to create such a cancellation right).

(d) The provisions of this Section 25 will survive (continue to be effective) after closing.

26. Changes.

(a) Seller may make changes in the Condominium Documents in its sole discretion by providing Buyer with all such amendments that are made. Buyer will not be permitted to prevent Seller from making any change it wishes in its sole discretion.

(b) Without limiting the generality of the foregoing and other provisions of this Agreement, Seller is specifically authorized to: (i) substitute the final legal descriptions and as-built surveys for the legal descriptions and plot plans contained in the Condominium Documents even though changes occur in the permitting stage and during construction, and/or (ii) combine and/or subdivide units prior to the recordation of the Declaration (and incorporate divider wall Common Elements in any such combination units or add Common Element divider walls in any such subdivision), provided that the percentage share of ownership of common elements of any unit not affected in the combination or subdivision is not affected.

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(c) The provisions of this Section 26 will survive (continue to be effective after) closing.  

27. Nearby Activities and Views.

(a) Buyer understands and agrees that for some time in the future Buyer may be disturbed by the noise, commotion and other unpleasant effects of nearby activities and Buyer may be impeded in using portions of the Condominium Property by that activity. Because the Condominium is located in an urban area, demolition or construction of buildings and other structures within the immediate area or within the view lines of any particular Unit or of any part of the Condominium (the “Views”) may block, obstruct, shadow or otherwise affect Views, which may currently be visible from the Unit or from the Condominium.

(b) As a result of the foregoing, there is no guarantee of view, security, privacy, location, design, density or any other matter, except as is set forth herein or in the Condominium Documents.  Buyer hereby agrees to release Seller, its partners and/or members and its and their officers, members, directors and employees and every affiliate and person related or affiliated in any way with any of them (collectively, “Seller’s Affiliates”) from and against any and all losses, claims, demands, damages, costs and expenses of whatever nature or kind, including attorneys’ fees and costs, including those incurred through all arbitration and appellate proceedings, related to or arising out of any claim against the Seller or Seller’s Affiliates related to Views or the disruption, noise, commotion, and other unpleasant effects of nearby development or construction, or from any other inconveniences, disturbances, obligations and/or liabilities resulting therefrom.  

(c) Additionally, the Condominium is adjacent to the City of Hallandale Beach fire station (“Fire Station”). Accordingly, Buyer should expect to be exposed to fire trucks and other equipment coming and going at any or all times of the day and/or night, including without limitation, noise, sirens, flashing lights and the effects of other activities from the Fire Station which may impact the Condominium. Buyer, by acceptance of a deed or otherwise acquiring title to a Unit, shall assume the risks associated with any and all noise, odors, disruptions and potential inconveniences and/or liabilities resulting from the proximity to, and activities from, the Fire Station, and to have fully released the Seller and Seller’s Affiliates from any and all liability resulting from same.

(d) The provisions of this Section 28 shall survive (continue to be effective after) closing.

28. Disclaimer of Implied Warranties.

(a) All manufacturers’ warranties will be passed through to Buyer at closing.  

(b) At closing, Buyer will receive the statutory warranties imposed by the Florida Condominium Act (to the extent applicable and not yet expired). To the maximum extent lawful, all implied warranties of fitness for a particular purpose, merchantability and habitability, all warranties imposed by statute (except only those imposed by the Florida Condominium Act to the extent they cannot be disclaimed and to the extent they have not expired by their terms) and all other implied or express warranties of any kind or character, including, without limitation, any imposed by statute, ordinance or common law, are specifically disclaimed. Without limiting the generality of the foregoing, Seller hereby disclaims any and all express or implied warranties as to design, construction, View, wind, sound and/or odor transmission, furnishing and equipping of the Condominium Property and the other improvements serving or in proximity to the Condominium, the existence of molds, mildew, spores, fungi and/or other toxins within the Condominium Property and the other improvements serving or in proximity to the Condominium, except only those set forth in Section 718.203 of the Act, to the extent applicable and to the extent that same have not expired by their terms. Seller has not given and Buyer has not relied on or bargained for any such warranties.

(c) As to any implied warranty which cannot be disclaimed entirely, all secondary, incidental and consequential damages are specifically excluded and disclaimed (claims for such secondary, incidental and/or consequential damages being clearly unavailable in the case of implied warranties which are disclaimed entirely above). Buyer acknowledges and agrees that Seller does not guarantee, warrant or otherwise assure, and expressly disclaims, any right to Views and/or natural light.

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(d) Additionally, properties in South Florida are subject to tropical conditions, which may include quick, heavy rain storms, high blustery winds, hurricanes and/or flooding. These conditions may be extreme, creating sometimes unpleasant or uncomfortable conditions or even unsafe conditions, and can be expected to be more extreme at properties like the Condominium. At certain times, the conditions may be such where use and enjoyment of outdoor amenities such as the pool or pool deck and/or other areas may be unsafe and/or not comfortable or recommended. These conditions are to be expected at properties in tropical climates. Buyer understands and agrees to accept these risks and conditions and to assume all liabilities associated with same. By executing and delivering this Agreement and closing, Buyer shall be deemed to have released and indemnified Seller, Seller’s Affiliates and Seller’s third party consultants, including without limitation, Seller’s architect, contractors and engineers from and against any and all liability or claims resulting from all matters disclosed or disclaimed in this Section, including, without limitation, any liability for incidental or consequential damages (which may result from, without limitation, inconvenience and/or personal injury and death to or suffered by Buyer or any of Buyer’s Guests as defined below and any other person or any pets). Buyer understands and agrees that neither Seller, Seller’s Affiliates, nor any of Seller’s third party consultants, including without limitation, Seller’s architect, contractors and engineers shall be responsible for any of the conditions described above, and Seller hereby disclaims any responsibility for same which may be experienced by Buyer, its pets, its family members and/or its or their guests, tenants and/or invitees (collectively “Buyer’s Guests”). 

(e) Further, given the climate and humid conditions in South Florida, molds, mildew, spores, fungi and/or other toxins may exist and/or develop within the Unit and/or the Condominium Property. Buyer is hereby advised that certain molds, mildew, spores, fungi and/or other toxins may be, or if allowed to remain for a sufficient period may become, toxic and potentially pose a health risk. By executing and delivering this Agreement and closing, Buyer shall be deemed to have assumed the risks associated with molds, mildew, spores, fungi and/or other toxins and to have released and indemnified Seller, Seller’s Affiliates and Seller’s third party consultants, including without limitation, Seller’s architect, contractors and engineers from and against any and all liability or claims resulting from same, including, without limitation, any liability for incidental or consequential damages (which may result from, without limitation, the inability to occupy the Unit, inconvenience, moving costs, hotel costs, storage costs, loss of time, lost wages, lost opportunities and/or personal injury and death to or suffered by Buyer and/or any of Buyer’s Guests and any other person or any pets). Without limiting the generality of the foregoing, leaks, leaving exterior doors or windows open, wet flooring and moisture will contribute to the growth of mold, mildew, fungus or spores. Buyer understands and agrees that neither Seller, Seller’s Affiliates, nor any of Seller’s third party consultants, including without limitation, Seller’s architect, contractors and engineers shall be responsible, and Seller hereby disclaims any responsibility for any illness or allergic reactions which may be experienced by Buyer, and/or Buyer’s Guests as a result of mold, mildew, fungus or spores. It is solely the Buyer’s responsibility to keep the Unit clean, dry, well-ventilated and free of contamination.

(f) This Section will survive (continue to be effective after) closing.

29. Survival.  Only those provisions and disclaimers in this Agreement which specifically state that they shall have effect after closing will survive (continue to be effective after) closing and delivery of the deed. All other provisions shall be deemed merged into the deed.

30. Substantial Completion. The Unit will be considered substantially complete upon the issuance of a temporary, partial or permanent certificate of completion for or covering the Unit from the proper governmental agency. Other units (and other portions of the Building, Common Elements and recreational facilities) may not necessarily be complete and/or useable. As to any roads, sewers, water, gas or electric service or recreational amenities represented by Seller or its agents to be provided or completed by Seller in connection with the Condominium and the Unit, Seller agrees to provide or complete same. Before Seller can require Buyer to close on title to the Unit, Seller agrees that no closing shall occur until the Declaration has been amended to include the certificate required by Section 718.104(4)(e), Florida Statutes.

31. Disclosures. Buyer is hereby advised as follows:

(a) RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health department. The foregoing notice is provided

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in order to comply with state law and is for informational purposes only. Seller does not conduct radon testing with respect to the Units or the Condominium, and specifically disclaims any and all representations or warranties as to the absence of radon gas or radon producing conditions in connection with the Condominium.  

(b) Buyer acknowledges, warrants, represents and agrees that this Agreement is being entered into by Buyer without reliance upon any representations concerning the applicable zoning affecting the Unit, the permitted uses of the Unit and/or any limitations imposed by the Condominium Documents and/or any applicable zoning, governmental or quasi-governmental codes, ordinances or regulations. Before entering into this Agreement, Buyer has made its own independent determination as to the permitted uses of the Unit and as to the suitability of the Unit for such uses.

(c) ANY CLAIMS FOR CONSTRUCTION DEFECTS ARE SUBJECT TO THE NOTICE AND CURE PROVISIONS OF CHAPTER 558, FLORIDA STATUTES.

(d) PROPERTY TAX DISCLOSURE SUMMARY:

BUYER SHOULD NOT RELY ON THE SELLER’S CURRENT PROPERTY TAXES AS THE AMOUNT OF PROPERTY TAXES THAT THE BUYER MAY BE OBLIGATED TO PAY IN THE YEAR SUBSEQUENT TO PURCHASE. A CHANGE OF OWNERSHIP OR PROPERTY IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE PROPERTY THAT COULD RESULT IN HIGHER PROPERTY TAXES. IF YOU HAVE ANY QUESTIONS CONCERNING VALUATION, CONTACT THE COUNTY PROPERTY APPRAISER’S OFFICE FOR INFORMATION.

(e) THE BUDGET CONTAINED IN THIS OFFERING CIRCULAR HAS BEEN PREPARED IN ACCORDANCE WITH THE CONDOMINIUM ACT AND IS A GOOD FAITH ESTIMATE ONLY AND  REPRESENTS AN APPROXIMATION OF FUTURE EXPENSES BASED ON FACTS AND CIRCUMSTANCES EXISTING AT THE TIME OF ITS PREPARATION. ACTUAL COSTS OF SUCH ITEMS MAY EXCEED THE ESTIMATED COSTS. SUCH CHANGES IN COST DO NOT CONSTITUTE MATERIAL ADVERSE CHANGES IN THE OFFERING.

(f) Buyer understands and agrees that a portion of the Building, which includes the lobby and other Common Elements may be located below the federal flood plain, and, accordingly, it is susceptible to damage from flooding. In the event of flooding, any furnishings, finishes, contents or personal property is susceptible to water damage. Additionally, insurance premiums for the Association in insuring the ground level and any furnishings, finishes, contents and/or personal property therein may be higher than if the ground level was above the federal flood plain. Buyer assumes any responsibility for loss, damage or liability resulting therefrom.

(g) Buyer further agrees, prior to closing, not to seek to impose any type of lien or other claim upon the Unit, equitable or otherwise, and any right to impose or seek any such lien or other claim is hereby knowingly, fully and unconditionally waived by Buyer.

(h) Restrictions exist on the Resort Units, which must be used as part of a Condo-Hotel, as defined in Section 2.2 of the City of Hollywood’s Zoning and Land Development Regulations. As such, and among other things, a portion of the Condominium is structured to operate as a hotel and otherwise in accordance with the Zoning Regulations (as defined in the Declaration). In that regard, no Resort Unit may be occupied by their owner(s) for more than a total of 150 days in any consecutive 12 month period, except the resident manager room, if any, and no permanent occupancy is permitted in the Resort Units. Additionally, the costs to maintain the Condominium in such a manner, and otherwise in accordance with the Zoning Regulations, shall be part of the Common Expenses or Residential Limited Common Expenses.

32. Representations and Confirmations. Buyer should initial where indicated to evidence its agreement to each of the following:

                        Buyer acknowledges, warrants, represents and agrees that this Agreement is being entered into by Buyer without reliance upon any representations concerning any potential for future profit, any future

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appreciation in value, any rental income potential, tax advantages, depreciation or investment potential and without reliance upon any hotel affiliation or any monetary or financial advantages.

                        Buyer acknowledges, warrants, represents and agrees that no statements or representations have been made by Seller, Seller’s Affiliates or any of its agents, employees or representatives with respect to (i) the ability or willingness of Seller or Seller’s Affiliates to assist Buyer in renting or selling the Unit (except only in response to a direct inquiry from Buyer), (ii) the economic or tax benefits to be derived from the managerial efforts of a third party as a result of renting the Unit or other units, or (iii) the economic or tax benefits to be derived from ownership of the Unit.

                        Buyer acknowledges, warrants, represents and agrees that no such representations, including representations as to the ability or willingness of Seller or Seller’s Affiliates to assist Buyer in financing, renting or selling the Unit, have been made by Seller or Seller’s Affiliates, or any of its agents, employees or representatives. Buyer further represents and warrants to Seller that Buyer is entering into this Agreement with the full intention of complying with each and every of the obligations hereunder, including, without limitation, the obligation to close on the purchase of the Unit.  Neither Seller, Seller’s Affiliates nor anyone working by, through or under Seller, has made any statement or suggestion that Buyer would not be obligated to fully comply with the terms of this Agreement and to close on the purchase of the Unit. Further, Buyer understands and agrees that neither Seller, Seller’s Affiliates nor any brokerage company, on site sales personnel and/or other persons working by, through or under Seller, are under any obligation whatsoever to assist Buyer with any financing or resale of the Unit.  

                        Buyer acknowledges, warrants, represents and agrees that Buyer has not relied upon any verbal representations, advertising, portrayals or promises other than as expressly contained herein and in the Condominium Documents, including, specifically, but without limitation, any representations as to: (a) potential appreciation in or resale value of the Unit, (b) the existence of any “view” from the Unit or that any existing “view” will not be obstructed in the future, (c) traffic conditions in, near or around the Condominium, (d) disturbance from nearby properties, (e) disturbance from air or vehicular traffic, (f) any particular hotel affiliation or maintaining any existing hotel affiliation or (g) any particular design professional, including, without limitation, any decorator or architect (it being understood that the Seller reserves the right to change and/or replace any and all members of its design team at any time, in Seller’s discretion). The provisions of this Section shall survive the closing.

                        The Related Group is not the project developer. This Condominium is being developed by the Developer, 4111 South Ocean Drive, LLC, a Florida limited liability company, which has a limited right to use the trademarked names and logos of RELATED, THE RELATED GROUP, TRG, ANOTHER RELATED PROJECT and associated marks, variations, logos and stylized forms pursuant to a license and marketing agreement with The Related Group. Any and all statements, disclosures and/or representations shall be deemed made by Developer and not by The Related Group and Buyer agrees to look solely to Developer (and not to The Related Group and/or any of its affiliates) with respect to any and all matters relating to the marketing and/or development of the Condominium and with respect to the sales of units in the Condominium.

                        Buyer understands and agrees that the Condominium Association intends (without creating any obligation) to enter into a Brand Agreement (initially with SBE Hotel Group, to allow the Condominium and hotel to be operated therefrom to be referred to as “Hyde Resort & Residences”). The cost of any such Brand Agreement shall be part of the Common Expenses and/or Residential Limited Common Elements. The terms, parameters and conditions of the use of such licensing and/or branding privileges shall be governed by the Brand Agreement, under such terms and conditions as Seller and/or Association may agree, and that there is no assurance that the Brand Agreement will be perpetually afforded to Unit Owners. Accordingly, in making a decision to acquire a Unit, Buyer has not relied upon the perpetual availability of the use of the license and/or brand contemplated by any Brand Agreement. Additionally, Buyer further understands and agrees that if in fact the Condominium Association enters into a Brand Agreement and thereafter the Brand Agreement is terminated for any reason, all use of any licensed tradename, trademark or service marks shall cease and all indicia or connection between the Condominium and the licensed tradename, trademark or service marks, including signs or other materials bearing any of the licensed trademarks or servicemarks or tradenames shall be removed from the Condominium. Additionally, each Unit Owner acknowledges and agrees that any use of any Brand, licensed tradenames, trademarks or service marks, without proper licensing, is expressly prohibited.  

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Buyer acknowledges, warrants, represents and agrees that no activity permitted by the Declaration, including, without limitation, activities or businesses conducted from the Commercial Unit(s) and/or Limited Common Elements, shall be deemed a nuisance, regardless of any lights, noises and/or odors emanating therefrom. Buyer understands and agrees that if (without creating any obligation) restaurants, cafes, bakeries and/or other food service operations are operated from the Commercial Unit(s), such operations may result in the creation of noises and odors which may affect all portions of the Condominium Property. Accordingly, Buyer agrees (1) that such lights, noises and/or odors shall not be deemed a nuisance, (2) that neither Seller, any Commercial Unit Owner(s) nor any tenant and/or operator from the Commercial Unit(s) shall be liable for the emanation of such distracting lights, noises, odors and/or any damages resulting therefrom, and (3) to have released Seller, any Commercial Unit Owner(s) and any tenant and/or operator from the Commercial Unit(s) from any and all liability resulting from same. Similarly, inasmuch as the Commercial Unit(s) may attract customers, patrons and/or guests who are not members of the Association, such additional traffic over and upon the Common Elements shall not be deemed a nuisance.  

33. Designation of Registered Agent. Buyer hereby agrees that the person designated as Registered Agent on Page 1 of this Agreement is hereby unconditionally and irrevocably qualified to accept service of process on behalf of Buyer in the State of Florida, which such designation shall be irrevocable unless Buyer effectively appoints a substitute local agent and notifies Seller in writing of such substituted designation. Accordingly, service of process for all purposes under this Agreement shall be deemed to be effective if served on Buyer or on Buyer’s Registered Agent, as identified on Page 1 of this Agreement.

34. Offer. The submission by Seller of this Agreement to Buyer for examination does not constitute an offer by Seller to Buyer, or a reservation of or option for any Unit in the Condominium. This Agreement shall not become binding until executed and delivered by both Buyer and Seller. Upon execution by Seller, an executed copy of this Agreement shall be sent to Buyer or Seller shall otherwise demonstrate its acceptance of Buyer’s offer, otherwise the offer shall be considered rejected.

35. Coastal Construction Control Line. Buyer is aware that the Unit and/or portions of the Condominium Property may be located in coastal areas partially or totally seaward of the Coastal Construction Control Line as defined in Section 161.053, F.S. and, as such, the Condominium Property may be subject to coastal erosion and to federal, state, or local regulations that govern coastal property, including the delineation of the Coastal Construction Control Line, rigid coastal protection structures, beach nourishment, and the protection of marine turtles. Additional information can be obtained from the Florida Department of Environmental Protection, including whether there are significant erosion conditions associated with the shoreline of the property being purchased. Buyer is fully apprised of the character of the regulation of property in such coastal areas and Buyer hereby waives and releases any right to receive at closing a survey delineating the location of the Coastal Construction Control Line with respect to the Unit and the Condominium Property in accordance with Section 161.57, F.S.  

36. Miscellaneous. The explanations, definitions, disclaimers and other provisions set forth in the Condominium Documents are incorporated into this Agreement as if repeated at length herein. When the words “this Agreement” are used, they shall include in their meaning all modifications, riders and addenda to it signed by Buyer and Seller. Buyer acknowledges that the primary inducement for Buyer to purchase under this Agreement, is the Unit, itself, and not the recreational amenities and/or other Common Elements. Seller’s waiver of any of its rights or remedies (which can only occur if Seller waives any right or remedy in writing) will not waive any other of Seller’s rights or remedies or prevent Seller from later enforcing all of Seller’s rights and remedies under other circumstances. The performance of all obligations by Buyer on the precise times stated in this Agreement is of absolute importance and failure of Buyer to so perform on time is a default, TIME BEING OF THE ESSENCE as to all of Buyer’s obligations hereunder. Buyer understands and agrees that Buyer is not acquiring any rights or license in and/or to the name of the Condominium and/or the Condominium Association and that the name of the Condominium is not a material consideration in connection with Buyer’s purchase of the Unit. Additionally, the name of the Condominium and/or the Condominium Association may be changed by the Seller, in its sole discretion. If any portion of the Purchase Price or Buyer’s deposits under the Agreement are funded through an account of a party other than Buyer (“Third Party Funding”), Buyer represents and warrants to Seller, in order to induce Seller to accept the Third Party Funding, that: (i) the party providing the Third Party Funding is not the subject of a bankruptcy case, receivership or insolvency proceeding, (ii) the Third Party Funding is being given on behalf of Buyer as a loan or for reasonably equivalent value for services performed and/or products delivered to such third party from Buyer and (iii) the party issuing the Third Party Funding has no right, title or interest in and to the Unit and/or the Agreement and/or any portion of the Deposits. Notwithstanding the foregoing or anything contained to the contrary in the Agreement, Buyer shall remain responsible for full payment of the Purchase Price and other fees, costs and/or expenses as described herein, at closing, including without

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limitation, all deposits due under this Agreement. Seller shall have the right to litigate ad valorem tax matters, impact charges, service fees and interim and/or special assessments concerning the Unit, the Common Elements or any other portion of the Condominium Property for prior years and/or the year of closing. This Agreement may be executed in one or more counterparts, a complete set of which shall be deemed an original and said counterparts shall constitute but one and the same instrument. Signatures of the parties hereto on copies of this Agreement transmitted by facsimile machine or over the internet shall be deemed originals for all purposes hereunder, and shall be binding upon the parties hereto. The counterparts of this Agreement and all ancillary documents executed or delivered in connection with this Agreement may be executed and signed by electronic signature by any of the parties to this Agreement, and delivered by electronic or digital communications to any other party to this Agreement, and the receiving party may rely on the receipt of such document so executed and delivered by electronic or digital communications signed by electronic signature as if the original has been received. For the purposes of this Agreement, with respect to signatures by Buyer electronic signature means, without limitation, an electronic act or acknowledgement (e.g., clicking an “I Accept” or similar button), sound, symbol (digitized signature block), or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record. Executive Order 13224 restricts activities with entities, countries and persons (specifically designated nationals) set forth by the Office of Foreign Asset Control (“OFAC”). In order to check the OFAC list, Buyer must provide Seller with a government-issued identification card (for example, a driver’s license, passport, or resident alien card). To the extent Buyer’s name (or to the extent Buyer is a corporation or other entity, any person or entity constituting a part of Buyer) matches a name or entity on any such OFAC list or publication, the transactions with Buyer contemplated under or in connection with this Agreement will be immediately suspended, and Buyer shall be reported as instructed by OFAC. Additionally, to the extent that Buyer is an entity and/or trust, Buyer shall provide the following to Seller, as applicable, within thirty (30) days following the execution of the Agreement (collectively, the “Entity Conditions”): (i) a copy of the entity’s formation documents and/or trust documents, (ii) a certificate of good standing from the State/Country of formation, incorporation and/or organization and/or trust certificate, (iii) proper corporate/entity resolutions regarding the signatory’s power and authority to complete the transaction, together with a designation of the individual specifically authorized to complete the transaction and execute all documents on behalf of Buyer, (iv) a sworn certificate or affidavit confirming the identity of all persons with authority to bind the entity, and the identity and address of all persons owning a 25% beneficial interest in the purchasing entity (with copies of picture identification of all such persons attached) and (v) an opinion from Buyer’s counsel addressed to Seller confirming that the Buyer is duly formed, in good standing, and that the signatory has the authority to enter into this Agreement and complete the purchase of the Unit without the necessity of any consents or joinders of any other party. Moreover, to the extent that Buyer has delegated signatory authority to an individual other than Buyer (by way of power of attorney or otherwise), Buyer shall deliver to Seller within thirty  (30) days following the execution of this Agreement a copy of the document delegating such authority for Seller’s review and approval (the “Delegation Conditions”). In the event that Buyer fails to meet the Entity Conditions and/or Delegation Conditions, as applicable, same shall constitute a default under this Agreement. Seller reserves the right to establish prices for units in the Condominium. Seller may, in Seller’s sole discretion, increase or decrease the price or price per square foot for any unit, or any offered option, if any, at any time, or offer incentives for the sale of units. Seller makes no representations or warranties that the price for the Unit or options in the Unit will be increased or decreased for other buyers of identical or similar units or options. Seller also makes no representations or warranties that changes made or options, extras or upgrades chosen by Buyer will or will not increase or decrease the market value of the Unit, and Buyer understands and agrees that such upgrades and options, if any, may not increase the market value of the Unit. Buyer shall, upon request from Seller from time to time, provide Seller with Buyer’s valid picture identification. This paragraph shall survive closing.

37. Interpretation. Notwithstanding that this Agreement was prepared by one party hereto, it shall not be construed more strongly against or more favorably for either party; it being known that both parties have had equal bargaining power, have been represented (or have had the opportunity to be represented) by their own independent counsel and have equal business acumen such that any rule of construction that a document is to be construed against the drafting party shall not be applicable.

38. Entire Agreement. This Agreement is the entire agreement for sale and purchase of the Unit and once it is signed, it can only be amended by a written instrument signed by both Buyer and Seller which specifically states that it is amending this Agreement. This Agreement contains the entire understanding between Buyer and Seller, and Buyer hereby acknowledges that the displays, architectural models, brochures, artist renderings and other promotional materials contained in the sales office and/or the model suite are conceptual and are for promotional purposes only and may not be relied upon. Any current or prior agreements, representations, understandings or oral statements of sales representatives or others, if not expressed in this Agreement or the Condominium Documents, are void and have no effect. Buyer acknowledges and agrees that Buyer has not relied on them. Notwithstanding the foregoing, Seller shall not be excused from any liability under, or compliance with, the provisions of Section 718.506, Florida Statutes.

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GENERAL INFORMATION:

Co-Broker Information:		(See Section 20 above; if the space for Co-Broker’s name is left blank, it shall mean that Seller has not agreed to pay any co-broker)
Co-Broker’s Name:		NONE
Co-Broker’s Sales Agent
Co-Broker’s Address
	Phone No.		Fax No.
	E-Mail		License No.

ANY PAYMENT IN EXCESS OF 10 PERCENT OF THE PURCHASE PRICE MADE TO DEVELOPER PRIOR TO CLOSING PURSUANT TO THIS CONTRACT MAY BE USED FOR CONSTRUCTION PURPOSES BY THE DEVELOPER.

SELLER:		BUYER:
4111 South Ocean Drive, LLC, a Florida limited liability company		Sotherly Hotels, Inc.
By:	/s/ Eric Fordin	By:	/s/ Dave Folsom
	Authorized Representative	Name:	Dave Folsom
		Title:	President

Date of Signature: September 9, 2016

Date of Acceptance: 9/14/16

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EX-10.57

Exhibit 10.57

4111 SOUTH OCEAN DRIVE CONDOMINIUM

ADDENDUM TO COMMERCIAL UNIT AGREEMENT

THIS ADDENDUM TO COMMERCIAL UNIT PURCHASE AGREEMENT (this “Addendum”) is executed as of the 14th day of September, 2016, by and between 4111 South Ocean Drive, LLC, a Florida limited liability company, as “Seller”, and Sotherly Hotels, Inc. (NASDAQ: “SOHO”), a publicly traded real estate investment trust, as “Buyer”. Seller and Buyer shall be collectively referred to herein as the “Parties” or individually, a “Party”.

R E C I T A L S

Simultaneous with the execution of this Addendum, the Parties have entered into that certain Agreement (the “Agreement”) for the purchase and sale of Unit CU-2 (the “Unit”) in 4111 SOUTH OCEAN DRIVE CONDOMINIUM (the “Condominium”).

The Parties desire to amend the Agreement in certain respects as more particularly set forth below.

NOW, THEREFORE, in consideration of the execution and delivery of the Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Recitals; Defined Terms; Conflicts.  The foregoing recitals are true and correct and are incorporated herein as if repeated at length. Unless the context otherwise requires, all initial capitalized terms used but not defined in this Addendum shall have the meaning or meanings given to such terms in the Agreement. This Addendum shall be deemed a part of, but shall take precedence over and supersede any provisions to the contrary contained in the Agreement. All references in the Agreement or this Addendum to the Agreement shall be deemed to refer to the Agreement as modified by this Addendum, unless the context otherwise requires.

2. Unit Description. The Unit is described substantially as depicted on Exhibit “A” attached hereto and otherwise as set forth in the Declaration. Buyer agrees that the description of the Unit on Exhibit “A” and in the Declaration sufficiently identifies the Unit and the boundaries thereof. Notwithstanding the foregoing, Buyer understands and agrees that prior to closing, Seller shall cause the Condominium Documents to be amended (the "Declaration Amendment") to reflect the identified spaces as Unit CU-2 (substantially as described on Exhibit “A”), with such Unit having, as an appurtenance thereto, the applicable percentage share attributable to same (based on the relative size of such Unit in relation to the overall size of all of the Units in the Condominium), and the applicable obligation for maintenance assessments for such Unit. Buyer agrees that any such amendment shall not give rise to any right of cancellation of the Agreement by Buyer.

3. Buyer understands and agrees that any and all square footages shown on Exhibit “A” or any other Exhibit to this Amendment are measured to the exterior boundaries of the exterior walls and the centerline of interior demising walls and in fact vary from the square footage and dimensions that would be determined by using the description and definition of the “Unit” set forth in the Declaration (which generally only includes the interior airspace between the perimeter walls and excludes all interior structural components and other common elements). Measurements of rooms set forth on this floor plan are generally taken at the farthest points of each given room (as if the room were a perfect rectangle), without regard for any cutouts or variations. Accordingly, the area of the actual room will typically be smaller than the product obtained by multiplying the stated length and width.

4. Development Fee. Notwithstanding anything contained to the contrary in the Agreement, the Parties hereby agree that the Development Fee is waived.

5. Closing Costs.  At closing, Seller shall pay (a) the fees of any counsel representing it in connection with this transaction, (b) one-half (½) of any escrow fee charged by Escrow Agent and (c) one-half (½) of the premium for the Title Policy and Title Commitment costs. Buyer shall pay all other closing costs, including (u) any and all transfer tax, documentary stamp tax or similar taxes imposed on account of the recordation of the Deed or the transfer of the Unit, (v) the fees of any counsel representing Buyer in connection with this transaction, (w) one-half (½) of any escrow fees charged by the Escrow Agent, (x) recording fees, (y) one-half (½) of the premium for the Title Policy and Title Commitment costs, (z) the cost of Buyer’s inspections of the Unit. Except as otherwise provided in this Agreement, all other costs and expenses incident to this transaction and the closing thereof will be paid by the Party incurring such costs.

6. Delivery of Unit/Pre-Occupancy/Closing. Buyer understands and agrees that the Unit will be delivered in “turn key” condition, including decorative finishes, and furniture and computer equipment, as more particularly described on Exhibit “B” attached hereto. It is anticipated, but not guaranteed, that closing may occur on or about March 1, 2017; provided, the Parties agree that in no event shall closing be later than March 31, 2017, subject to day-for- day extensions for Force Majeure, and that notice of closing shall be delivered in the manner described in Section 9 of the Agreement. All decorative finishes of the Unit and any Limited Common Elements appurtenant thereto shall be subject to the prior written approval of Buyer, which approval shall not be unreasonably withheld or delayed. Buyer agrees that it shall cause the resort operations in CU-2 and appurtenances thereto to be open to the public by no later than the date that is fifteen (15) days after the Closing Date.

It is further understood between the Parties that the conveyance of the Unit from Seller to Buyer shall be the first closing of any sale of a unit in the Condominium; provided, however, Seller shall be under no obligation to delay closing of any other Unit in the Condominium if Buyer is not prepared to close for any reason.

Additionally, within thirty (30) days after the execution of this Agreement by both Parties, Buyer and Seller shall enter into a Pre-Occupancy Agreement in substantially the form attached hereto as Exhibit "G". Notwithstanding the Pre-Occupancy Agreement, Buyer acknowledges that the Condominium Property is an active construction site, and agrees that any such access to the Condominium Property shall be subject to the requirements of the general contractor for the Condominium Property, the insurers of the Condominium Property and applicable laws and regulations. In no event shall Buyer’s access to the Condominium Property as provided herein be at such times or in such a manner as to interfere with the construction work ongoing at the Condominium Property or violate applicable law. Buyer agrees to execute such releases or carry such insurance coverages as are reasonably required by Seller, the general contractor for Condominium Property and insurers thereof, or applicable laws or regulations.

Seller and Buyer acknowledge that substantial completion of the Condominium and the Common Elements, as evidenced by the issuance of a temporary certificate of occupancy ("TCO"), shall be a condition precedent to the closing. In the event closing has not occurred by June 30, 2017, Buyer may terminate the Agreement with two (2) business days’ written notice to Seller and receive a full refund of the Deposit whereby Buyer and Seller shall be absolved of any further obligations under the Agreement.

7. Inventory of Unit. At closing, Buyer hereby agrees to purchase in “new, as-is, where-is” condition all inventory purchased by Seller and stored at the Unit for an amount equal to Four Hundred Seventy Thousand Three Hundred Seventy-Four and 61/100 Dollars ($470,374.61), inclusive of any sales tax due thereon, which amount shall be in addition to the Purchase Price and the other closing costs for which Buyer is responsible for hereunder. Such inventory is more particularly described in Exhibit “C” attached hereto and made a part hereof (collectively, the “Inventory”). Seller represents and warrants that the Inventory shall be conveyed free and clear of any liens, claims, interests, pledges or encumbrances of any kind or nature whatsoever including, without limitation, free from any encumbrances by Developer’s Lender. At closing, Seller shall convey the Inventory to Buyer by Bill of Sale in the form attached hereto as Exhibit “D”.

8. Lease Agreement.  At or prior to closing, Seller agrees to cause the Association to enter into a long term lease agreement with Buyer for Buyer to manage and operate the parking facility at the Condominium and and other designated areas including, without limitation, the meeting rooms (the “Lease Agreement”) for the provision of, among other services, parking services to serve the needs of the Condominium Property on a non- exclusive basis. Such Lease Agreement to be executed by the Association shall be substantially in the form attached hereto as Exhibit “E”, and shall be subject at all times to the applicable provisions of Chapter 718, Florida Statutes. The Association’s execution and delivery of the Lease Agreement at or prior to closing shall be a condition precedent to Buyer’s obligation to close hereunder and Buyer agrees it will execute the Lease Agreement no later than closing.

9. HOA Management Agreement.  At or prior to closing, Seller agrees to cause the Association to enter into a management agreement (the “Association Management Agreement”) with Buyer, or any affiliate of Buyer, for the operation and management of the Condominium and Association, which shall be managed consistent with the Standard (as hereinafter defined) at all times including, without limitation, the holding and conducting of meetings, the establishment of budgets, and all other customary services provided by a manager of a condominium and its association. Buyer and Seller agree that the Association Management Agreement shall contain such reasonable terms as may otherwise be agreed to by the Parties, but shall be subject at all times to the applicable provisions of Chapter 718, Florida Statutes. The Association Management Agreement shall be substantially in the form attached hereto as Exhibit “F”. In connection with the Association Management Agreement, Seller shall amend the Condominium Documents as required by Florida Statutes, Chapter 718 to incorporate the Association Management Agreement. The Association’s execution and delivery of the Association Management Agreement shall be a condition precedent to Buyer’s obligation to close hereunder and Buyer agrees it will execute the Association Management Agreement no later than closing.

10. Buyer’s Operations.  Seller shall deliver to Buyer a full mailing list of all purchasers under contract to purchase a Resort Unit in the Condominium (the “Future Purchasers”) along with their respective contact information.

11. Restaurant and Spa Standards.  Seller shall, in the Declaration Amendment, include an amendment to the definition of the Project Quality Standards (as defined therein) to contain restrictions materially consistent with the following: (i) Unit CU-1 may only be operated as a full service food and/or beverage service establishment between the hours 7:00 am and midnight, Monday thru Thursday and 7:00 am to 2:00 am, Friday, Saturday and Sunday and otherwise consistent with the hours of operation that are typical of an establishment of this nature; and (ii) the operations from Unit CU-1 shall provide for food and beverage delivery services from its regular menu during regular business hours typical of that of a restaurant or bar which is similar to the operation being conducted in Unit CU-1, and during off-hours, shall provide for such services from at least a limited, pre-packaged cold food and drink menu (provided, however, that nothing herein shall preclude the Owner or operator of Unit CU-1 from charging reasonable fees for such service). In addition to the foregoing, the Project Quality Standards shall also include any standards required in order for the Condominium (inclusive of the food and beverage and spa operations in the respective Commercial Units) to quality for Preferred Hotels and Resorts status or equivalent upper upscale hotel standards evidenced by those brands so designated by Smith Travel Research (“STR”), or to the extent that STR does not exist, then such other equivalent hospitality industry brand designator.

12. License Agreement.  The Association has entered into that certain Brand License Agreement dated October 31, 2014 (the “License Agreement”) with SBE Hotel Licensing, LLC, a Nevada limited liability company to operate the Condominium using the “Hyde Resort” and “Hyde Resort & Residences” names, and that the Condominium is subject to such License Agreement. Accordingly, Buyer acknowledges and agrees that the Unit and any resort operations conducted by Buyer within the Unit are subject to the terms and conditions of such License Agreement.

13. Alcoholic Beverage License.  Prior to closing, Buyer shall apply for and obtain a license (or licenses) for the service of alcoholic beverages at the Condominium (the “Beverage Licenses”), such that upon delivery of proof of ownership of the Unit by Buyer to the Florida Division of Alcoholic Beverages and Tobacco as soon as is reasonably practicable after closing, Buyer will obtain the Beverage Licenses (or a temporary license until such permanent Beverage Licenses is/are issued) to permit the service of alcoholic beverages at the Condominium. At or prior to closing, Buyer agrees to enter into a long term management agreement (the “Beverage Agreement”) with the Unit Owners of Units CU-1 and CU-4 (and to the extent necessary, the Association) to enable the restaurant on the 9th floor of the Condominium as well as the lobby café space to utilize the Beverage License to serve alcoholic beverages to hotel guests in their rooms as well as to serve patrons of the spa, also located on the 9th floor of the Condominium. Notwithstanding the foregoing, all liquor purchased for such service shall be undertaken solely by the restaurant operator pursuant to its own liquor license. The Beverage Agreement shall require all such users of the Beverage License to carry insurance in such coverage and amounts as are consistent with industry custom for the sale and service of alcoholic beverages. The terms of the Beverage Agreement shall be subject to the applicable provisions of Chapter 718, Florida Statutes.

14. Buyer Representations.  Section 32 of the Agreement is hereby deleted in its entirety. Buyer hereby represents and warrants to Seller as of the date hereof that:

(a) Buyer is a publicly traded real estate investment trust duly organized and validly existing under the laws of the State of Maryland and is in good standing under the laws of the State of Florida.

(b) Buyer is a sophisticated purchaser with substantial experience in purchasing in assets of this type and has such knowledge and experience in financial and business matters that Buyer is capable of evaluating the merits and risks of this purchase and the operation of a resort-style, condo-hotel with anticipated transient lodging.

(c) The execution by Buyer of the Agreement, this Addendum and of all documents contemplated by the Agreement (collectively “Transfer Documents”), delivery of this Agreement and the Transfer Documents and performance of all obligations arising under this Agreement and such Transfer Documents are authorized under the organizational documents of Buyer or have otherwise been approved in the matter described in such organizational documents. This Agreement and the Transfer Documents, upon such execution and delivery, constitute the legal, valid and binding obligations of Buyer, enforceable in accordance with their respective terms. To Buyer’s knowledge there are no claims, defenses, personal or otherwise, against Buyer or offsets to the validity or enforceability of this Agreement or the Transfer Documents.

(d) Buyer (or its affiliate that will enter into the Association Management Agreement) has, or will have as of closing, a community association manager’s license issued by the State of Florida, and such license is or will be in good standing as of closing. 

15. Seller Representations.  Seller represents and warrants to Buyer that:

(a) The execution by Seller of this Agreement and the Transfer Documents, delivery of this Agreement and the Transfer Documents and performance of all obligations arising under this Agreement and such Transfer Documents are authorized under the organizational documents of Seller or have otherwise been approved in the matter described in such organizational documents. This Agreement and the Transfer Documents, upon such execution and delivery, constitute the legal, valid and binding obligations of Seller, enforceable in accordance with their respective terms. To Seller’s knowledge there are no claims, defenses, personal or otherwise, against Seller or offsets to the validity or enforceability of this Agreement or the Transfer Documents.

(b) Seller has been duly and validly organized under the laws of the State of Florida and as of closing is validly existing in good standing as a limited liability company under the laws of Florida.

The foregoing representations and warranties shall survive the closing.

16. Condominium Association.  For so long as Seller has the right to appoint a majority of the directors serving on the Board of Directors of the Condominium Association (the “Board”), Seller agrees to appoint at least one (1) representative of the Buyer to the Board (the “Buyer Director”). Buyer and Seller shall mutually agree upon the officer position(s) to be filled by the Buyer Director.

17. Further Assurances.  Seller and Buyer agree, at any time and from time to time after the closing, to execute, acknowledge, where appropriate, and deliver such further instruments and documents and to take such other action as the other party may reasonably request in order to carry out the intent and purpose of this Agreement. The provisions of this section shall survive the Closing.

18. Intentionally Omitted.

19. New Section to Declaration.  Seller and Buyer hereby agree that prior to closing, to the extent that the Declaration has not previously been amended to add the following provisions, Seller shall have the right to amend the Declaration to add a new Section 28 (as same may be renumbered), which shall provide as follows:

Section 28

28.1 Trash Removal/Trash Facilities.  The Owner of the Unit shall be solely responsible for trash and garbage removal from such Owner’s Unit.

28.2 Operation of a Commercial Unit.  The Unit may be used only in accordance with applicable zoning requirements and for any lawful purpose by the Owners thereof and their guests, tenants and invitees, subject to the “Prohibited Uses”, as hereinafter defined. Additionally, no immoral, improper, offensive, hazardous or unlawful use shall be made of the Unit. No use of the Unit shall be made which is disruptive to the operation of the Condominium or which is objectionable to the owners of other Units in the Condominium or which results in emissions of noises or odors that are not consistent with those at similar mixed use buildings. Further, the Unit must be operated and maintained in a manner that does not result in, or is conducive to the development of, infestation by insects, rodents or other vermin. All valid laws, zoning ordinances and regulations of all governmental bodies having jurisdiction shall be observed. Violations of laws, orders, rules, regulations or requirements of any governmental agency having jurisdiction relating to the Unit shall be corrected by and at the sole expense of the Owner of the Unit.

(a) For purposes hereof, ‘Prohibited Uses” shall mean: use as a (i) manufacturing facility of any sort; (ii) facility which produces hazardous materials (i.e., dry cleaner or hair salon)(it being understood and agreed that medical and/or dental offices which do not perform surgical procedures shall be permitted); (iii) automobile rental, parts, fuel or repair business; ((iv) arcade; (v) second-hand store, rummage shop, thrift shop, flea market and/or pawn shop; (vi) taxidermist office; ((vii) laundromat; (viii) undertaking establishment; (ix) abortion clinic; (x) adult entertainment, adult movie theatre and/or adult retail facility; (xi) tattoo parlor; (xii) skating rink, (xiii) bowling alley, (xiv) discotheque, dance hall, night club and/or ballroom; (xv) pool room or billiard hall; (xvi)

massage parlor; (xvii) “head shop” selling or displaying drug paraphernalia; (xviii) mortuary, funeral parlor and/or cremation facility; (xix) bingo parlor; (xx) automobile/RV/trailer and/or boat dealer; (xxi) pinball and/or video game arcade (except that this provision shall not prohibit a restaurant from including five (5) or fewer video games as an incidental use to its operations or impose any restriction upon video games within a movie theater); (xxii) off track betting or gambling parlor; (xxiii) a warehouse or storage facility; (xxiv) fire, going out of business, relocation, bankruptcy or similar sales (unless pursuant to court order); (xxv) pet store, veterinary hospital or animal raising facility (except that this provision shall not prohibit pet shops or pet supply superstores and veterinary services which are incidental thereto); or (xxvi) any other business which is not in keeping with the operation of a mixed-use resort-style Condominium permitting transient lodging in the Hollywood/Hallandale Beach area of Broward County, Florida. 

(b) Additionally, the owner of Unit CU-2 shall at all times:

observe, in addition to the requirements set forth in the Declaration of Condominium and the rules and regulations of the Condominium Association (as same may be amended from time to time), all reasonable requirements promulgated by the Association at any time, from time to time relating to delivery vehicles, the delivery of merchandise, and the storage and removal of trash and garbage; provided, however, subject to its fiduciary obligations, the Association shall not take any action or impose any rule which would prohibit the owner of Unit CU-2 from operating pursuant to standards of an upper upscale hotel as defined by STR;

not use the plumbing facilities in the Unit, if any, for any purpose other than that for which they were constructed, nor dispose of any foreign substances therein;

except otherwise permitted under the Condominium’s governing documents and by applicable law, not use any advertising medium or sound devices inside or adjacent to the Unit which produce or transmit sounds which are audible beyond the interior of such Unit;

contract for and utilize termite and pest extermination services for the Unit on an on-going basis;

not interfere with the transmission or reception of microwave, televisions, radio communications signals by antennae located anywhere on the Condominium Property;

conduct any business in the Unit in a lawful manner;

provide such equipment and/or ventilation as is reasonably necessary (and satisfactory to Developer) to eliminate any resultant odors.

The provisions of this Section shall survive closing.

20. Electric Service.  Notwithstanding anything to the contrary in Section 10(f) of the Agreement, Seller shall not be required to establish an account for electric service to the Unit with FP&L (or provide written notice thereof) to the extent the Unit is not separately metered.

21. Intentionally Omitted.

22. Buyer Remedies.  Notwithstanding anything to the contrary in Section 13(c) of the Agreement, in the event Seller is in default under the Agreement, Buyer shall, after a TCO is issued, be entitled to seek specific performance of Seller’s obligations in addition to the other remedies set forth in such Section.

23. Notices.  Notwithstanding anything to the contrary in Section 21(b) of the Agreement, notices may only be given in writing (i.e., notices in person and by telephone are not effective) using the addresses and methods set forth in such Section.

24. Assignment.  Notwithstanding anything to the contrary in Section 21(b) of the Agreement, Buyer shall be entitled to assign the Agreement to a wholly-owned subsidiary of Buyer without obtaining the consent of Seller, provided that such Assignment occur and Buyer provide notice thereof to Seller not less than five (5) business days prior to the Closing Date.

25. Miscellaneous.  Notwithstanding anything to the contrary in clauses (iv) and (v) of Section 36 of the Agreement, Buyer shall only be obligated to provide the certificate or affidavit in clause (iv) to the extent required by FinCEN, and may provide a certification containing such information from Buyer’s counsel in lieu of the opinion described in clause (v).

26. Headings.  The section or paragraph headings contained herein are for convenience of reference only and are not intended to define, limit or describe the scope or intent of any provision of this Addendum.

27. Proviso.  This Agreement may be executed in any number of counterparts and by the separate parties hereto in separate counterparts, each of which when taken together shall be deemed to be one and the same instrument. Signatures of the parties hereto on copies of this Addendum transmitted by facsimile machine shall be deemed originals for all purposes hereunder, and shall be binding upon the parties hereto.

28. Full Force and Effect.  Except as specifically modified hereby, all of the provisions of the Agreement which are not in conflict with the terms of this Addendum shall remain in full force and effect. Buyer represents and warrants to Seller that it does not have any claims, defenses or setoffs under the Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGE FOLLOWS]

SELLER:		BUYER:
4111 South Ocean Drive, LLC, a Florida limited liability company		Sotherly Hotels, Inc.
By:	/s/ Eric Fordin	By:	/s/ Dave Folsom
	Authorized Representative	Name: Dave Folsom
		Title: President
		Date of Signature: September 9, 2016
Date of Acceptance: 9/10/16

EXHIBIT “A”

Description of Unit

EXHIBIT A - 1

EXHIBIT “B”

Description of Condition of Unit

EXHIBIT B - 1

EXHIBIT “C”

Description of Inventory

EXHIBIT C - 1

BudgetBy RoomTypeReport(Detailed)
Budget:	12095-HydeResort&ResidencesHotel OperatingSuppliesOS&E	ShowPO:	(ALL)
RoomType:	1-92	SortBy:	Control #
Description:	Full

	Room Type:	1 - Guestroom Supplies		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
1002			82076 - Harman International See Special Instructions - See Special Instructions	659455	4.00	each	75.00	300.00	300.00
			Clock Radio # JBLHORIZONBLKAM AM/FM Radio. Dual Independent Alarms. Dual USB charging ports, Bluetooth Connectivity, and ambient night light, uses 13V 2.2A power adaptor (included), soft rubberized finish Color: Black DIM: 160H x 183W x 86D (mm)Pkd: 4/cs
1004			78166 - La Bottega Dell'Albergo International See Special Instructions - See Special Instructions Custom Men's Hanger # LBAMEHWOWHTHY w/Solid Pants Bar, w/Chrome Hook Color: White with "H" logo in Black DIM: 44.5 cm L, 1.6 cm thickness Pkd: 50/cs	659446	300.00	each	1.65	495.00	495.00
1006			78166 - La Bottega Dell'Albergo International See Special Instructions - See Special Instructions Custom Ladies Hanger # LBAWOHWOWHTHY w/clips w/Chrome Hook Color: White with "H" logo in Black DIM: 44.5 cm L, 1.6 cm thickness Pkd: 50/cs	659446	300.00	each	1.80	540.00	540.00

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   1 of 75       

	Room Type:	1 - Guestroom Supplies		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
1008			83846 - Pantheon USA Inc. See Special Instructions - See Special Instructions Metal Folding Luggage Rack # LRM011-WH. with 6-white leatherette straps Finish: Black Matte S/S Size: 21.25" x 15" x 18"H Pkd: 5/cs Tag For: Guestroom Supplies	659242	5.00	each	39.95	199.75	199.75
1010			83846 - Pantheon USA Inc. See Special Instructions - See Special Instructions Ironing Board Only # PM-IB124-PA no cover , no iron caddy rest , includes 7mm felt padding plastic top with metal tubing construction (0.86") Open Size: 49" x 13" x 35.5"H Top Size: 49" x 13" Pkd: 4/cs	659599	8.00	each	18.20	145.60	145.60
1012			83846 - Pantheon USA Inc. See Special Instructions - See Special Instructions Custom Ironing Board Cover # PF-IBC72-PA Fabric: Cotton Color: White and Black Stripes Size: 54" x 13" to fit Ironing Board # PM-IB124-PA	659599	40.00	each	9.95	398.00	398.00

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   2 of 75       

	Room Type:	1 - Guestroom Supplies		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
1018			70288 - Conair Corp./Waring Products Div. See Special Instructions - See Special Instructions Steam and Dry Iron # WCI306RBK w/retractable cord Auto-shut-off (8-minutes vertical), ant-drip feature, vertical spray, adjustable temperature control, non-stick sole plate Color: Black Pkd: 6/cs	658746	6.00	each	20.50	123.00	123.00
1020			81040 - Room 360 C/o FOH See Special Instructions - See Special Instructions Boutique Tissue Box Cover # RTB021BSS21 Finish: Brushed Stainless Steel Dim: 5" square x 5.5"H Pkd: 4/cs	661503	36.00	each	14.96	538.56	538.56
1022			80315 - Kikkerland Design Inc. See Special Instructions - See Special Instructions Soap Dish # SD01 Style: Dough Man Material: White Plastic DIM: 5.1" H x 3.4" W x 1.2" D Pkd: 6/cs	659480	24.00	each	4.00	96.00	96.00

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   3 of 75       

	Room Type:	1 - Guestroom Supplies		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
1024			83846 - Pantheon USA Inc. See Special Instructions - See Special Instructions Bathroom Wastebasket 8 Liter # PM-TC18-PA Galvanized steel 0.35MM with powder coated. Colors: Pantone Warm Gray 2 C. Dim: 18 x 33H (cm) PKD: 6/cs	659246	12.00	each	12.55	150.60	150.60
1026			70288 - Conair Corp./Waring Products Div. See Special Instructions - See Special Instructions Hair Dryer Ionic 1875 Watt # 169BIW cord-keeper, 2 heat settings, folding handle Color: Black Pkd: 4/cs (1 per bathroom)	658746	12.00	each	20.25	243.00	243.00
1030			83846 - Pantheon USA Inc. See Special Instructions - See Special Instructions Ice Bucket 3.0 qt. # PL-IB62-HY white insulated interior plastic with clear acrylic handle and lid with knob Exterior: Shiny White Vinyl Pkd: 12/cs (1 per condo unit)	661226	12.00	each	19.95	239.40	239.40

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   4 of 75       

	Room Type:	1 - Guestroom Supplies		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
1032			78166-LaBottegaDell'AlbergoInternational SeeSpecialInstructions-SeeSpecialInstructions IceTongs#LBAICETSSHY Size:16.5x2.5cm Finish:S/S Pkd:100/cs TagFor:GuestroomSupplies	659446	100.00	each	2.25	225.00	225.00
1034			83846-PantheonUSAInc. SeeSpecialInstructions-SeeSpecialInstructions IceBucketTray#PL-IBT161-PA withwhitepalmtreeimageinthemiddle DIM:16"Diameterx1.5"H Finish/Color:Leatherette/Green Pkd:12/cs	661156	12.00	each	20.30	243.60	243.60
1042			88486-HouseholdEssentials,LLC SeeSpecialInstructions-SeeSpecialInstructions BathroomScale#63559 SlimSilverDigitalBathroomScale 330lbscapacity,0.7incheshigh,readsLB.orKG. Color:Black batteryincluded(1)3V MFG:HouseholdEssentials (masterbathroomonly) Pkd:2/cs Mfg:LeifheitInternational	658747	6.00	each	28.50	171.00	171.00

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   5 of 75       

	Room Type:	1 - Guestroom Supplies		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
1046			85910-FiredUpCorporation SeeSpecialInstructions-SeeSpecialInstructions Make-UpVanityMirrorNon-lighted#00057 Chromefinish,3XMagnificationononeside,360rotation, andadjustableheight,paddedbase Diameter:220(mm) OverallDimensions:550Wx250Wx250D(mm) MFG:CorbybyWindsor	660272	5.00	each	20.00	100.00	100.00
1048			83988-HospitalityGlassBrandsLLC SeeSpecialInstructions-SeeSpecialInstructions CustomBathroomTumbler#FPHYDE Dim:83x83x115H(mm) 83topx72bottomx1.5thick(mm) Color:PINK Pkd:24/cs	660161	1,008.00	each	4.20	4,233.60	4,233.60
1050			83988-HospitalityGlassBrandsLLC SeeSpecialInstructions-SeeSpecialInstructions CustomBathroomTumbler#FOHYDE Dim:90Lx90Wx115H(mm) 90topx60bottomx1.5thick(mm) Color:Orange Pkd:24/cs	660161	1,008.00	each	4.20	4,233.60	4,233.60

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   6 of 75       

	Room Type:	1 - Guestroom Supplies		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
1052			83988-HospitalityGlassBrandsLLC See Special Instructions - See Special Instructions Custom Bathroom Tumbler #FCHYDE Dim: 90L x 90W x 110H (mm) 90 top x 60 bottom x 1.5 thick (mm) Color: BLUE Pkd: 24/cs	660161	1,008.00	each	4.00	4,032.00	4,032.00
1054			83988 - Hospitality Glass Brands LLC See Special Instructions - See Special Instructions Custom Bathroom Tumbler #FCHYDE Dim: 90L x 90W x 110H (mm) 90 top x 60 bottom x 1.5 thick (mm) Color: Clear Pkd: 24/cs	660161	1,008.00	each	4.00	4,032.00	4,032.00
1200			78166 - La Bottega Dell'Albergo International See Special Instructions - See Special Instructions Amenity Tray # LBATRGLAPAMB Apothecary Style Material: Glass Amber Color DIM: 30 x 20 x 3.5 H cm Pkd: 8/cs	659446	8.00	each	17.00	136.00	136.00

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   7 of 75       

	Room Type:	1 - Guestroom Supplies		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
1205			78166 - La Bottega Dell'Albergo International See Special Instructions - See Special Instructions Amenity Jar w/lid # LBAAJGLAPAMB Apothecary Style Material: Glass Amber Color DIM: 3.5" Top Diameter x 4" Bottom Diameter x 4.75"H Pkd: 12/cs	659446	12.00	each	10.90	130.80	130.80
							Total:	21,006.51	21,006.51

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   8 of 75       

	Room Type:	3 - Guestroom Linen		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
3000			78166-LaBottegaDell'AlbergoInternational SeeSpecialInstructions-SeeSpecialInstructions KingFlatSheet #LBAUSAFSKN116X119 T300100%CottonWhite 1cmhemonfoursides Size:116"x119" Pkd: 25/cs (2perbed)	658915	725.00	each	19.50	14,137.50	14,135.50
3002			78166-LaBottegaDell'AlbergoInternational SeeSpecialInstructions-SeeSpecialInstructions KingDuvetCover #LBAUSADCKN108X98 T300100%CottonWhitewithflapandsideholes Size:108"x98" Pkd:12/cs	658915	360.00	each	42.00	15,120.00	15,120.00
3008			78166-LaBottegaDell'AlbergoInternational SeeSpecialInstructions-SeeSpecialInstructions StandardPillowSham#LBAUSAHST21X27 ForKingBed T300100%CottonWhite4-Borderwithflap Size:21"x27" Pkd:100/cs (4perKBed)	658915	700.00	each	3.99	2,793.00	2,793.00

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   9 of 75       

	Room Type:	3 - Guestroom Linen		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
3010			78166-LaBottegaDell'AlbergoInternational SeeSpecialInstructions-SeeSpecialInstructions KingMattressPad#LBAUSAMPKCO76X80	659223	48.00	each	30.00	1,440.00	1,440.00
			100%CottonWhitetop/side,waterproof breathable, stretchskirt
			sidesfullyelasticated25CM Size:76"x80"x13.5" Pkd:12/cs   TagFor:GuestroomLinen
3100			78166-LaBottegaDell'AlbergoInternational SeeSpecialInstructions-SeeSpecialInstructions QueenFlatSheet#LBAUSAFSQN100X120 T300100%CottonWhite 1cmhemfourside Size:100"x120" Pkd:25/cs (2perbed)	658915	100.00	each	18.50	1,850.00	1,850.00
3102			78166-LaBottegaDell'AlbergoInternational SeeSpecialInstructions-SeeSpecialInstructions QueenDuvetCover #LBAUSADCQN92X98	658915	48.00	each	34.99	1,679.52	1,679.52
			T300100%CottonWhitewithflap, sidehandopenings
			Size:92"x98" Pkd:12/cs

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   10 of 75       

	Room Type:	3 - Guestroom Linen		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
3106			78166-LaBottegaDell'AlbergoInternational SeeSpecialInstructions-SeeSpecialInstructions StandardPillow#LBAUSAPIFEK20X26WHT T230100%CottonWhiteShell Filling:85/15Feather/Down Size:20"x26"-1300grams (4perQbed) Pkd:12/cs   TagFor:GuestroomLinen	659223	48.00	each	16.00	768.00	768.00
3108			78166-LaBottegaDell'AlbergoInternational SeeSpecialInstructions-SeeSpecialInstructions StandardPillowSham#LBAUSAHST21X27 ForQueenBed T300100%CottonWhite4-Borderwithflap Size:21"x27" Pkd:100/cs (4perQbed,2par)) Pkd:100/cs	658915	200.00	each	3.99	798.00	798.00
3200			78166-LaBottegaDell'AlbergoInternational SeeSpecialInstructions-SeeSpecialInstructions FullSizeFlatSheet#LBAUSAFSFL93X120 T300100%CottonWhite 1cmhemfoursides Size:93"x120" Pkd:25/cs (2perbed)	658915	725.00	each	17.50	12,687.50	12,687.50

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   11 of 75       

	Room Type:	3 - Guestroom Linen		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
3202			78166-LaBottegaDell'AlbergoInternational SeeSpecialInstructions-SeeSpecialInstructions FullSizeDuvetCover #LBAUSADCFL87X98 T300100%CottonWhitewithflap,sideopenings Size:87"x98" Pkd:12/cs	658915	360.00	each	30.99	11,156.40	11,156.40
3206			78166-LaBottegaDell'AlbergoInternational SeeSpecialInstructions-SeeSpecialInstructions StandardPillow# LBAUSAPIFEK20X26WHT T230100%CottonWhiteShell Filling:85/15Feather/Down Size:20"x26"-1300grams (2perFbed) Pkd:12/cs   TagFor:GuestroomLinen	659223	360.00	each	16.00	5,760.00	5,760.00
3208			78166-LaBottegaDell'AlbergoInternational SeeSpecialInstructions-SeeSpecialInstructions StandardPillowSham#LBAUSAHST21X27 ForFullBed T300100%CottonWhite4-Borderwithflap Size:21"x27" Pkd:100/cs (4perFbed,2par) Pkd:100/cs	658915	1,500.00	each	3.99	5,985.00	5,985.00

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   12 of 75       

	Room Type:	3 - Guestroom Linen		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
3300			78166-LaBottegaDell'AlbergoInternational SeeSpecialInstructions-SeeSpecialInstructions TwinSizeFlatSheet#LBAUSAFSTW78X115 T300100%CottonWhite 1cmhemfourside Size:78"x115" Pkd:25/cs (2perbed)	658915	25.00	each	14.50	362.50	362.50
3302			78166-LaBottegaDell'AlbergoInternational SeeSpecialInstructions-SeeSpecialInstructions TwinDuvetCover #LBAUSADCTW70X95 T300100%CottonWhitewithflap,sideopenings Size: 70"x95" Pkd:12/cs	658915	12.00	each	22.15	265.80	265.80
3306			78166-LaBottegaDell'AlbergoInternational SeeSpecialInstructions-SeeSpecialInstructions StandardPillow# LBAUSAPIFEK20X26WHT T230100%CottonWhiteShell Filling:85/15Feather/Down Size:20"x26"-1300grams (2perTbed) Pkd:12/cs   TagFor:GuestroomLinen	659223	12.00	each	16.00	192.00	192.00

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   13 of 75       

	Room Type:	3 - Guestroom Linen		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
3308			78166-LaBottegaDell'AlbergoInternational SeeSpecialInstructions-SeeSpecialInstructions StandardPillowSham#LBAUSAHST21X27 ForTwinBed T300100%CottonWhite4-Borderwithflap Size:21"x27" (2perTbed,2par) Pkd:100/cs	658915	100.00	each	3.99	399.00	399.00
3400			78166-LaBottegaDell'AlbergoInternational SeeSpecialInstructions-SeeSpecialInstructions SleeperTopFlatSheet#LBAUSABSSO92X112 T300100%CottonWhite 1cmhemfoursides Size:92"x112" Pkd:25/cs	658915	725.00	each	14.50	10,512.50	10,512.50
3402			78166-LaBottegaDell'AlbergoInternational SeeSpecialInstructions-SeeSpecialInstructions SleeperBottomFittedSheet#LBAUSAFISSO80X100 T300100%CottonWhite with12"box Size:80"x100" Pkd:25/cs	658915	725.00	each	17.75	12,868.75	12,868.75

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   14 of 75       

	Room Type:	3 - Guestroom Linen		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
3404			78166-LaBottegaDell'AlbergoInternational SeeSpecialInstructions-SeeSpecialInstructions SleeperPillow# LBAUSAPIFEK20X26WHT T230100%CottonWhiteShell Filling:85/15Feather/Down Size:20"x26"-1300grams (2perSleeperbed) Pkd:12/cs   TagFor:GuestroomLinen	659223	360.00	each	16.00	5,760.00	5,760.00
3406			78166-LaBottegaDell'AlbergoInternational SeeSpecialInstructions-SeeSpecialInstructions SleeperPillowSham#LBAUSAHST21X27 T300100%CottonWhite4-Borderwithflap Size:21"x27" Pkd:100/cs (2perSleeperbed,2par)	658915	1,500.00	each	3.99	5,985.00	5,985.00
3500			78166-LaBottegaDell'AlbergoInternational SeeSpecialInstructions-SeeSpecialInstructions BathSheet#LBAUSABSWAF76X153 100%CombedCottonWhiteWaffle SingleLoop14s/1 Size:30"x60" -717grams/piece Pkd:12/cs	659070	2,184.00	each	9.55	20,857.20	20,857.20

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   15 of 75       

	Room Type:	3 - Guestroom Linen		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
3505			78166-LaBottegaDell'AlbergoInternational SeeSpecialInstructions-SeeSpecialInstructions HandTowel#LBAUSAHTWAF74X1X76 100%CombedCottonWhiteWaffle SingleLoop14s/1 Size:16"x30" -177grams/piece Pkd:48/cs	659070	2,160.00	each	2.90	6,264.00	6,264.00
3510			78166-LaBottegaDell'AlbergoInternational SeeSpecialInstructions-SeeSpecialInstructions Washcloth#LBAUSABMWAF33X33 100%CombedCottonWhiteWaffle SingleLoop14s/1 Size:13"x13" -67grams/piece Pkd:120/cs	659070	2,160.00	each	1.15	2,484.00	2,484.00
3700			78166-LaBottegaDell'AlbergoInternational SeeSpecialInstructions-SeeSpecialInstructions	659223	1,210.00	each	23.50	28,435.00	28,435.00
			BathrobeWaffle ShawlCollar#LBAUSAROWAFWHTHH
			100%Cottonwith"H"LogoEmbroidery OSFA,50"L56"Sweep Color:White Pkd:10/cs (2perbathroom)   TagFor:GuestroomLinen

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   16 of 75       

	Room Type:	3 - Guestroom Linen		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
3750			78166-LaBottegaDell'AlbergoInternational SeeSpecialInstructions-SeeSpecialInstructions BathMat#LBAUSABMWAF48X89 100%CombedCottonWhiteWaffle SingleLoop14s/1 Size:19"x35"-390grams/piece Pkd:36/cs	659070	1,440.00	each	6.15	8,856.00	8,856.00
3752			78166-LaBottegaDell'AlbergoInternational SeeSpecialInstructions-SeeSpecialInstructions	658915	1,680.00	each	2.70	4,536.00	4,536.00
			KingPillowProtectors21x27"#LBAUSAPPST21X27
			T-300,100%Cotton, Standardsize,invisiblezippercloser Pkd:140/cs
3754			78166-LaBottegaDell'AlbergoInternational SeeSpecialInstructions-SeeSpecialInstructions	658915	140.00	each	2.70	378.00	378.00
			QueenPillowProtectors21x27"#LBAUSAPPST21X27
			T-300,100%Cotton, Standardsize,invisiblezippercloser Pkd:140/cs

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   17 of 75       

	Room Type:	3 - Guestroom Linen		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
3756			78166-LaBottegaDell'AlbergoInternational SeeSpecialInstructions-SeeSpecialInstructions FullPillowProtectors21x27"#LBAUSAPPST21X27 T-300,100%Cotton, Standardsize,invisiblezippercloser Pkd:140/cs	658915	700.00	each	2.70	1,890.00	1,890.00
3758			78166-LaBottegaDell'AlbergoInternational SeeSpecialInstructions-SeeSpecialInstructions	658915	140.00	each	2.70	378.00	378.00
			TwinPillowProtectors21x27"#LBAUSAPPST21X27
			T-300,100%Cotton, Standardsize,invisiblezippercloser Pkd:140/cs
3759			78166-LaBottegaDell'AlbergoInternational SeeSpecialInstructions-SeeSpecialInstructions	658915	700.00	each	2.70	1,890.00	1,890.00
			SofaSleeperPillowProtector21x27"#LBAUSAPPST21X27
			T-300,100%Cotton, Standardsize,invisiblezippercloser Pkd:140/cs

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   18 of 75       

	Room Type:	3 - Guestroom Linen		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
3760			81640 - Protect-A-Bed See Special Instructions - See Special Instructions King Bedbug Mattress Encasement # BOB2715	660344	183.00	each	25.02	4,578.66	4,578.66
			non-woven fabric, air vaporous, waterproof, and absorbent, dust mite barrier, allergy protection, zipper enclosure
			Pattern: Economy King DIM: 76"W x 80"L   Tag For: Guestroom Linen
3762			81640 - Protect-A-Bed See Special Instructions - See Special Instructions Queen Bedbug Mattress Encasement # BOB2515	660344	27.00	each	21.83	589.41	589.41
			non-woven fabric, air vaporous, waterproof, and absorbent, dust mite barrier, allergy protection, zipper enclosure
			Pattern: Economy Queen 13" DIM: 60"W x 80"L
3764			81640 - Protect-A-Bed See Special Instructions - See Special Instructions Full Bedbug Mattress Encasement # BOB2409	660344	180.00	each	20.01	3,601.80	3,601.80
			non-woven fabric, air vaporous, waterproof, and absorbent, dust mite barrier, allergy protection, zipper enclosure
			Pattern: Economy Full 13" DIM: 54" W x 80" L

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   19 of 75       

	Room Type:	3 - Guestroom Linen		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
3766			81640 - Protect-A-Bed See Special Instructions - See Special Instructions Twin Bedbug Mattress Encasement # BOB2109	660344	4.00	each	16.37	65.48	65.48
			non-woven fabric, air vaporous, waterproof, and absorbent, dust mite barrier, allergy protection, zipper enclosure
			Pattern: Economy Twin 9" DIM: 39" W x 75" L
3770			78166 - La Bottega Dell'Albergo International See Special Instructions - See Special Instructions Mattress Pad Flat # LBAUSAMPSSCO76X57	661499	168.00	each	27.00	4,536.00	4,536.00
			T235 100% Cotton Fabric Top Side, breathable waterproof bottom side
			for sofa sleeper Pkd: 6/cs
							Total:	199,860.02	199,860.02

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   20 of 75       

	Room Type:	7 - Condo Kitchen Supplies		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
7000			70288 - Conair Corp./Waring Products Div. See Special Instructions - See Special Instructions Cuisinart Cookware Set # 77-7 Mirror finish. Classic looks, professional performance. Unsurpassed Heat Distribution: Aluminum base heats. S/S for Professional Results. Cool Grip Handle: Solid S/S riveted handle stays cool on the stovetop. A Drip-Free Pouring: Rim is tapered for drip-free pouring. Dishwasher Safe: Premium S/S easily cleans to original brilliant finish. (719-16) 1-1/2 Qt. Saucepan w/Cover (7193-20) 3 Qt. Saucepan w/Cover (722-24) 10" Open Skillet (766-24) 8 Qt. Stockpot w/Cover Pkd: 2/cs	658746	6.00	each	65.50	393.00	393.00
7010			70288 - Conair Corp./Waring Products Div See Special Instructions - See Special Instructions Cuisinart 12-Cup Coffeemaker # DCC-1100 with glass carafe, 30-minute auto-shut-off Pkd: 2/cs	658746	12.00	each	50.00	600.00	600.00

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   21 of 75       

	Room Type:	7 - Condo Kitchen Supplies		Number Of Rooms:	1	U/M	Currency:		US Dollar		Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price		Price Per Room
7015			70288 - Conair Corp./Waring Products Div. See Special Instructions - See Special Instructions Cuisinart Smart Toaster # CPT160	658746	4.00	each	35.70		142.80		142.80
			2-slot, 6 browning settings, LED indicator lights, 1.5" wide toasting slots, extra-lift carriage lever, cord wrap, slide out crumb tray, BPA free
			Pkd: 4/cs
7100			70142 - Rosenthal Sambonet USA, Inc. See Special Instructions - See Special Instructions Dinner Plate 10-3/8" # 31127 Pattern: Jade Bone White Pkd: 6/cs	658746	42.00	each		8.29		348.18	348.18
7102			70142 - Rosenthal Sambonet USA, Inc. See Special Instructions - See Special Instructions Salad Plate 9" # 31123 Pattern: Jade Bone White Pkd: 6/cs	658746	42.00	each		6.10		256.20	256.20
7104			70142 - Rosenthal Sambonet USA, Inc. See Special Instructions - See Special Instructions B&B Plate 6-1/4" # 31116 Pattern: Jade Bone White Pkd: 6/cs	658748	42.00	each		3.46		145.32	145.32

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   22 of 75       

	Room Type:	7 - Condo Kitchen Supplies		Number Of Rooms:	1	U/M	Currency:		US Dollar		Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price		Price Per Room
7106			70142 - Rosenthal Sambonet USA, Inc. See Special Instructions - See Special Instructions Stackable Coffee Cup 7.0 oz # 34674 Pattern: Jade Bone White Pkd: 6/cs	658748	90.00	each		3.81		342.90	342.90
7108			70142 - Rosenthal Sambonet USA, Inc. See Special Instructions - See Special Instructions Saucer for coffee cup, 6" # 34636 Pattern: Jade Bone White Pkd: 6/cs	658748	42.00	each		2.62		110.04	110.04
7110			70142 - Rosenthal Sambonet USA, Inc. See Special Instructions - See Special Instructions Rimmed Deep Soup Plate 10-1/2" # 31226 Pattern: Jade Bone White Pkd: 6/cs	658748	102.00	each		8.61		878.22	878.22
7116			70142 - Rosenthal Sambonet USA, Inc. See Special Instructions - See Special Instructions Pasta Bowl 11-3/8" # 31229 Pattern: Jade Bone White Pkd: each	658748	100.00	each		12.83		1,283.00	1,283.00

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   23 of 75       

	Room Type:	7 - Condo Kitchen Supplies		Number Of Rooms:	1	U/M	Currency:		US Dollar			Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price		Price Per Room
7118			70142 - Rosenthal Sambonet USA, Inc. See Special Instructions - See Special Instructions Cereal/Fruit Bowl 6" # 35262 Pattern: Jade Bone White Pkd: 6/cs **for 4-piece, 6-piece, and 8-peice set-ups**	658748	42.00	each		4.43		186.06		186.06
7150			83988 - Hospitality Glass Brands LLC SeeSpecialInstructions-SeeSpecialInstructions Hi-ball Glass 13.0 oz # 1051628 Pattern: Rocks V Nude Pkd: 24/cs Lead-free Crystal	658749	96.00	each		2.80		268.80	268.80
7160			83988 - Hospitality Glass Brands LLC SeeSpecialInstructions-SeeSpecialInstructions Rocks Glass 13.0 oz # 1051627 Pattern: Rocks-V Nude Pkd: 24/cs Lead-free Cyrstal	658749	96.00	each		2.95		283.20	283.20
7170			83988 - Hospitality Glass Brands LLC SeeSpecialInstructions-SeeSpecialInstructions Wine Glass 21.0 oz # 1054694 Pattern: Nude Lead-free Crystal Pkd: 24/cs	658749	4.00	case(s)		95.59		382.36	382.36

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   24 of 75       

	Room Type:	7 - Condo Kitchen Supplies		Number Of Rooms:	1	U/M	Currency:		US Dollar			Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price		Price Per Room
7200			70142 - Rosenthal Sambonet USA, Inc. SeeSpecialInstructions-SeeSpecialInstructions Dinner Fork 8" # 62512-08 Finish: 18/10 S/S Pattern: Flat Pkd: 12/cs	658748	60.00	each		2.07		124.20	124.20
7202			70142 - Rosenthal Sambonet USA, Inc. See Special Instructions - See Special Instructions Salad/Dessert Fork 7-1/8" # 62512-26 Finish: 18/10 S/S Pattern: Flat Pkd: 12/cs	658748	60.00	each		1.87		112.20	112.20
7204			70142 - Rosenthal Sambonet USA, Inc. SeeSpecialInstructions-SeeSpecialInstructions Dinner Knife 9-5/16" SH #62512-11 Finish: 18/10 S/S Pattern: Flat Pkd: 12/cs	658748	60.00	each		2.95		177.00	177.00
7210			70142 - Rosenthal Sambonet USA, Inc. SeeSpecialInstructions-SeeSpecialInstructions Dessert/Oval Spoon 7-1/8" # 62512-25 Finish: 18/10 S/S Pattern: Flat Pkd: 12/cs	658748	60.00	each		1.87		112.20	112.20

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   25 of 75       

	Room Type:	7 - Condo Kitchen Supplies		Number Of Rooms:	1	U/M	Currency:		US Dollar			Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price		Price Per Room
7212			70142 - Rosenthal Sambonet USA, Inc. SeeSpecialInstructions-SeeSpecialInstructions Coffee Spoon 5-7/16" # 62512-36 Finish: 18/10 S/S Pattern: Flat Pkd: 12/cs	658748	60.00	each		1.39		83.40	83.40
7220			71894 - Walco Stainless SeeSpecialInstructions-SeeSpecialInstructions Steak Knife 5" # 880528 stainless steel blade, HD full tang, pointed tip, black phenolic plastic handle Pkd: 1 dz/cs   Tag For: Condo Kitchen Supplies	660260	3.00	dozen		38.10		114.30	114.30
7300			85546 - Winco DWL Industries SeeSpecialInstructions-SeeSpecialInstructions Cutting Board # CBI1218 grooved DIM: 12" x 18" x 1/2" Color: White Material: Polyethylene NSF Approved Pkd: 6/cs	660652	60.00	each		6.57		394.20	394.20

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   26 of 75       

	Room Type:	7 - Condo Kitchen Supplies		Number Of Rooms:	1	U/M	Currency:		US Dollar			Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price		Price Per Room
7412			70142 - Rosenthal Sambonet USA, Inc. SeeSpecialInstructions-SeeSpecialInstructions Slotted Spoon 13-1/2" # 48278-81 18/10 S/S with black composite material MFG: Paderno Pkd: ea	658748	12.00	each		10.13		121.56	121.56
7414			70142 - Rosenthal Sambonet USA, Inc. SeeSpecialInstructions-SeeSpecialInstructions Solid Turner 13-7/8" # 48278-86 18/10 S/S with black composite material MFG: Paderno Pkd: ea	658748	12.00	each		10.35		124.20	124.20
7416			70142 - Rosenthal Sambonet USA, Inc. SeeSpecialInstructions-SeeSpecialInstructions Soup Ladle 12-1/2" # 48278-84 18/10 S/S with black composite material MFG: Paderno Pkd: ea	658748	12.00	each		11.09		133.08	133.08

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   27 of 75       

	Room Type:	7 - Condo Kitchen Supplies		Number Of Rooms:	1	U/M	Currency:		US Dollar			Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price		Price Per Room
7418			70142 - Rosenthal Sambonet USA, Inc. SeeSpecialInstructions-SeeSpecialInstructions Serving Spoon 13-1/2" # 48278-82 18/10 S/S with black composite material MFG: Paderno Pkd: ea	658748	12.00	each		10.13		121.56	121.56
7420			70142 - Rosenthal Sambonet USA, Inc. SeeSpecialInstructions-SeeSpecialInstructions Whisk 11-1/8" # 48278-19 18/10 S/S MFG: Paderno Pkd: ea	658748	12.00	each		8.33		99.96	99.96

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   28 of 75       

	Room Type:	7 - Condo Kitchen Supplies		Number Of Rooms:	1	U/M	Currency:		US Dollar			Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price		Price Per Room
7424			70142 - Rosenthal Sambonet USA, Inc. See Special Instructions - See Special Instructions Pasta Cooking Fork # 48278-89 18/10 S/S with black composite material MFG: Paderno Pkd: ea	658748	12.00	each		10.31		123.72	123.72
7508			70077 - Vollrath Company, LLC SeeSpecialInstructions-SeeSpecialInstructions Colander 3 Qt. S/S # 47963 with side handles and footed base Size: 10" diameter, 4-3/4" deep Pkd: 6/cs	660258	12.00	each		7.02		84.24	84.24
7518			89287 - Spectrum Diversified Designs, LLC SeeSpecialInstructions-SeeSpecialInstructions Paper Towel Holder # 41070 Style: Euro Finish: Chrome DIM: 12.5"H x 5.5"W x 5.5"D Pkd: 6/cs	661548	12.00	each		5.50		66.00	66.00
7522			71465 - The Wasserstrom Company SeeSpecialInstructions-SeeSpecialInstructions Salad Servers/Tong 8" S/S # 273601	658754	12.00	each		3.16		37.92	37.92

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   29 of 75       

	Room Type:	7 - Condo Kitchen Supplies		Number Of Rooms:	1	U/M	Currency:		US Dollar			Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price		Price Per Room
7524			71465 - The Wasserstrom Company SeeSpecialInstructions-SeeSpecialInstructions Trivet Square Euro # 452491 Satin Nickel	658754	12.00	each		4.54		54.48	54.48
7530			71465 - The Wasserstrom Company SeeSpecialInstructions-SeeSpecialInstructions Kitchen Wastebasket 5 gallon # 326410 Color: White with grey handles MFG: Sterlite	658754	12.00	each		2.87		34.44	34.44
7535			71465 - The Wasserstrom Company SeeSpecialInstructions-SeeSpecialInstructions Dish Towel # 6009578 Pattern: Royale 100% Terry Cotton Size: 13.75"L x 13.75"W	658754	183.00	each		1.57		287.31	287.31
7540			75762 - The Container Store SeeSpecialInstructions-SeeSpecialInstructions Broom & Dustpan Set # 10057425	660262	12.00	each		12.79		153.48	153.48
			Color: lime accents, black polypropylene bristles, gray broom stick, and white dustpan Dim: 11" x 9" x 38" H soft grip handle and hanging loop

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   30 of 75       

	Room Type:	7 - Condo Kitchen Supplies		Number Of Rooms:	1	U/M	Currency:		US Dollar			Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price		Price Per Room
7542			70333 - Franmara, Inc. SeeSpecialInstructions-SeeSpecialInstructions Corkscrew Opener # 5100-43 Style: Pulltap	659482	500.00	each		2.90		1,450.00	1,450.00
			unique hinged double-lever system serrated knife blade, contoured steel handle, non-stick spiral. Color: Orange Dim: 4-3/4"L
7544			70142 - Rosenthal Sambonet USA, Inc. SeeSpecialInstructions-SeeSpecialInstructions	658748	183.00	each		24.75		4,529.25	4,529.25
			Manual Can Opener S/S # 51597-07 DIM: 7-3/4"
7546			83846 - Pantheon USA Inc. SeeSpecialInstructions-SeeSpecialInstructions Cutlery Tray # PM-CT07-PA Finish: Chrome Plated DIM: 14.27" x 10.35" x 2.16"H Pkd: 12/cs	662069	192.00	each		6.95		1,334.40	1,334.40

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   31 of 75       

Room Type:

7 - Condo Kitchen Supplies

Number Of Rooms:

1

U/M

Currency:

US Dollar

Extension

Flag Control No Ref. No

Grouping

Vendor/Ship-To/Item Description

Order No

Quantity

Unit/Original Price

Price Per Room

7548

70142 - Rosenthal Sambonet USA, Inc. SeeSpecialInstructions-SeeSpecialInstructions Pot Holder # 51595B18 Color: Grey Material: Siicone Dishwasher Safe DIM: 7-5/8" x 6-1/2" Pkd: 12/cs

661914

372.00

each

9.00

3,348.00

3,348.00

Total:

18,841.18

18,841.18

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   32 of 75       

	Room Type:	8 - Guestroom Electronics		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
8000			75347 - Innovative Hospitality Concepts, Inc. SeeSpecialInstructions-SeeSpecialInstructions Guestroom Electronic Safe # innSL Super digital safe, accommodates 17" laptop	658810	2.00	each	105.00	210.00	210.00
			oval ADA compliant keypad, concealed mechanical lock & audit,
			twin bolt locking mechanism, beep tone confirmation, includes (4) AA batteries Hinge: RIGHT Color: BLACK Dim: 7-7/8"H x 20"W x 15"D
							Total:	210.00	210.00

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   33 of 75       

	Room Type:	30 - Housekeeping Supplies		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
30004			74453 - Direct Supply Healthcare Equipment SeeSpecialInstructions-SeeSpecialInstructions Wheelchair # 96116 Invacare Stock Tracer EX2 RD w/Foot Rest Chair 18"W x 16"D Frame w/Removable Fixed Height Arms Vinyl Upholstery Color: Black Swing away Foot Rest Pair #33284 Composite or Aluminum Foot Plate No Calf Pad	660550	1.00	each	179.98	179.98	179.98
30010			79281 - A & A Wiping Cloth SeeSpecialInstructions-SeeSpecialInstructions	660445	8.00	case(s)	45.20	361.60	361.60
			Cleaning Rags # A03950 White Medium 50 lbs net weight box
30012			79281 - A & A Wiping Cloth SeeSpecialInstructions-SeeSpecialInstructions Cleaning Rags # A04580 Blue Surgical Towels, 15" x 22" 50 lbs net weight box	660445	8.00	case(s)	113.00	904.00	904.00
30014			79281 - A & A Wiping Cloth See Special Instructions - See Special Instructions Cleaning Rags Microfiber # W915100Y Size: 16" x 16" Color: Yellow Pkd: 15 dz/cs	660445	8.00	case(s)	108.00	864.00	864.00

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   34 of 75       

	Room Type:	30 - Housekeeping Supplies		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
30016			79281 - A & A Wiping Cloth See Special Instructions - See Special Instructions Cleaning Rags Microfiber # W915100B Size: 16" x 16" Color: Red Pkd: 15 dz/cs	660445	8.00	case(s)	108.00	864.00	864.00
30050			70358 - Newell Rubbermaid Commercial See Special Instructions - See Special Instructions Housekeeping Moible Quick Cart # 1902465 Exterior Material: Teflon coated material	660453	6.00	each	269.00	1,614.00	1,614.00
			Includes: Removable inner caddy, outside pockets, side pockets, adjustable dividers, hook & loop system, kick-plate, non-marking wheels telescoping handle & large front zipper pocket. Size: 16.50" L x 14.25" W x 25.00" H Color: Black Capacity: 60.0 LB Pkd: 1 ea
30100			79256 - Foundations Worldwide, Inc. See Special Instructions - See Special Instructions SleepFresh Play Yard Crib # 1456037 Easy-Fold Design, w/ 24" x 36" Sleeping Surface Mesh on All Four Sides Includes 3/4" Mattress w/Waterproof Cover & Tote Bag Color: Regatta Size: 40.25"L x 28.5"W x 29.5"H Note: Minimum Order is $1500	660654	22.00	each	69.50	1,529.00	1,529.00

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   35 of 75       

	Room Type:	30 - Housekeeping Supplies		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
30120			71275 - Windsor Industries, Inc. See Special Instructions - See Special Instructions Steam Cleaner # 9.840-860.0 Zephyr , w/Transport Cart Continuous Operation 2-Tank System Includes: Connection Hose, 2-Steam Wands, Floor Nozzle Hand Tool, Round Brush & Power Nozzle Size: 18.9"L x 12"W x 10.4"H 110V/2250 Watts	660440	2.00	each	1,221.88	2,443.76	2,443.76
30124			71275 - Windsor Industries, Inc. See Special Instructions - See Special Instructions Vacuum Upright 18" SRXP18 # 1.012-030.0	660440	2.00	each	520.56	1,041.12	1,041.12
			Sensor XP, 1.6 HP Vacuum Motor, Injected Molded High Impact Plastic On-Board Tools & Extension Wand, Automatic Height Adjustment 18" Cleaning Path,High Efficiency Filtration, Triple Layer Dust Bag Size: 46"H x 18"Working Width 120V/60HZ   Tag For: Housekeeping Supplies
30126			71275 - Windsor Industries, Inc. See Special Instructions - See Special Instructions Vacuum Filter Bags 5300CS # 9.840-643.0 for Sensor XP vacuums Pkd: 10 bg/pk, 25 pk/cs	660440	6.00	case(s)	337.77	2,026.62	2,026.62
30128			71275 - Windsor Industries, Inc. See Special Instructions - See Special Instructions Vacuum-Micro Air Filter Replacement # 8.600-522.0 for Sensor XP Vacuum	660440	15.00	each	19.77	296.55	296.55

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   36 of 75       

	Room Type:	30 - Housekeeping Supplies		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
30130			71275 - Windsor Industries, Inc. See Special Instructions - See Special Instructions Wind Blower Fan Airmover 3 # 1.004-027.0 0.5 HP Motor, 3-Speeds of Air Movement, Molded Handle Maximum Air Movement of 3,000 cfm, 4-Point Mount Built-In Carpet Clip, 3-Standing Angle Positions Size: 20"L x 16"W x 18.8"H 120V/60HZ   Tag For: Housekeeping Supplies	660440	3.00	each	175.20	525.60	525.60
30132			71275 - Windsor Industries, Inc. See Special Instructions - See Special Instructions Carpet Cleaner Mini Deluxe # 9.840-304.0	660440	2.00	each	1,538.13	3,076.26	3,076.26
			iCapsol , Interim Carpet Care, Productively Clean & Freshen Up Carpet Surfaces Low Moisture Encapsulation Carpet Cleaning Process Removes Soil Compact Design, Impact Resistant Plastic Housing, Aluminum Handle & Base, 2-Counter Rotating Brushes, 17" Cleaning Path, Debris Bin On-Board Spray Jet Size: 18"W x 15.25"D x 45.5"H 120V/60HZ

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   37 of 75       

	Room Type:	30 - Housekeeping Supplies		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
30134			71275 - Windsor Industries, Inc. See Special Instructions - See Special Instructions Floor Polisher Bolt BP17X # 1.009-082.0 Single Speed Floor Machine, Strong & Solid Handle Housing 1.4" Tubular Steel Handle, Dual Levers w/Safety Locks 1.5 HP, 175 RPM Pad Speed Size: 23"L x 18"W x 47"H 115V/60HZ   Tag For: Housekeeping Supplies	660440	2.00	each	539.62	1,079.24	1,079.24
30136			71275 - Windsor Industries, Inc. See Special Instructions - See Special Instructions Carpet Extractor ADM8 # 1.008-017.0	660440	2.00	each	1,986.93	3,973.86	3,973.86
			Admiral 8 , Powerful High Speed Carpet Cleaning, Injected Molded Chassis w/Rotational Molded Polyethylene Tanks, 3-Stage, Bypass 1.5 HP Vacuum Motor, Adjustable Handle, Finger Tip Controls 8-Setting Cleaning Brush Positions, 1/3 HP Brush Motor Cap: 8 Gal. Solution & Recovery Tanks Size: 45"L x 17.5"W x 36"H 115V/60HZ
				660440	42.00	each	366.59	15,396.78	15,396.78
30138			71275 - Windsor Industries, Inc. See Special Instructions - See Special Instructions Vacuum Upright 12" SRXP12 # 1.012-024.0
			Sensor XP, 1.6 HP Vacuum Motor, Injected Molded High Impact Plastic On-Board Tools & Extension Wand, Automatic Height Adjustment 12" Cleaning Path, High Efficiency Filtration, Triple Layer Dust Bag Size: 46"H x 12"Working Width 120V/60HZ

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   38 of 75       

	Room Type:	30 - Housekeeping Supplies		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
30139			71275 - Windsor Industries, Inc. See Special Instructions - See Special Instructions Vac Pak 10 # 1.14-014.0 10 qt., portable back mounted vacuum. 1.7 HP vacuum motor	660440	2.00	each	362.74	725.48	725.48
30306			70358 - Newell Rubbermaid Commercial See Special Instructions - See Special Instructions Wet-Floor Safety-Cone Multi-Lingual #FG627677YEL Size: 12-1/4"L x 12-1/4"W x 36"H Color: Yellow Plastic Pkd: 5/cs	660453	15.00	each	32.31	484.65	484.65
30308			70358 - Newell Rubbermaid Commercial See Special Instructions - See Special Instructions Mop Bucket Wringer Combination # FG738000YEL	660453	6.00	each	47.51	285.06	285.06
			Plastic Construction, One-Piece Design, Integrated Bucket & Wringer Reverse Wringing Mechanism, Built-In Lift Handles Size: 22.6"L x 13.2"W x 32.2"H Color: Yellow Pkd: ea
30310			70358 - Newell Rubbermaid Commercial See Special Instructions - See Special Instructions Floor Squeegee # FG9C3100BLA Size: 18" Straight Edge Galvanized Frame & Zinc Socket Pkd: 6/cs	660453	6.00	each	14.61	87.66	87.66

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   39 of 75       

	Room Type:	30 - Housekeeping Supplies		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
30312			70358 - Newell Rubbermaid Commercial See Special Instructions - See Special Instructions Handle for Floor Squeegee # FG636200NAT Size: 60"L Pkd: 6/cs	660453	6.00	each	3.47	20.82	20.82
30314			70358 - Newell Rubbermaid Commercial See Special Instructions - See Special Instructions Invader Wet Mop Handle # FGH11600 0000 Hardwood Hand w/Slide Gate Yellow Plastic Head Size: 60"L Pkd: 12/cs	660453	24.00	each	9.54	228.96	228.96
30316			70358 - Newell Rubbermaid Commercial See Special Instructions - See Special Instructions Wet Mop Head # FGA11206 WH00 Cotton/Synthetic Blend, Looped End w/Green Head 1" Band Color: White Size: 24 oz. Pkd: 6/cs	660453	12.00	each	9.05	108.60	108.60
30322			70358 - Newell Rubbermaid Commercial See Special Instructions - See Special Instructions Wood Handle 60" w/Threaded Metal Tip # FG636100 LAC for Push Broom & Floor Sweep Pkd: 12/cs	660453	24.00	each	2.59	62.16	62.16

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   40 of 75       

	Room Type:	30 - Housekeeping Supplies		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
30354			70358 - Newell Rubbermaid Commercial See Special Instructions - See Special Instructions Lobby Pro Upright Dust Pan # FG253100 BLA Size: 12-3/4"L x 11-1/4"W x 5"H Color: Black Pkd: 6/cs	660453	18.00	each	16.35	294.30	294.30
30358			70358 - Newell Rubbermaid Commercial See Special Instructions - See Special Instructions Closet Organizer/Tool Holder Kit # FG199200 GRAY Size: 18"L x 3-1/4 W x 4-1/4" D Color Gray Pkd: 6/cs	660453	18.00	each	23.21	417.78	417.78
30360			70358 - Newell Rubbermaid Commercial See Special Instructions - See Special Instructions Medium Floor Sweep 18" # FG9B0600 BLA Plastic Foam Block w/Polypropylene Fill Size: 18"L x 3" Trim Length Pkd: 12/cs	660453	24.00	each	9.17	220.08	220.08
30364			70358 - Newell Rubbermaid Commercial See Special Instructions - See Special Instructions	660453	24.00	each	8.17	196.08	196.08
			Lambswool Duster w/Telescoping Plastic Handle # FG9C04000000 30"-42" Length Pkd: 6/cs

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   41 of 75       

	Room Type:	30 - Housekeeping Supplies		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
30374			70358 - Newell Rubbermaid Commercial See Special Instructions - See Special Instructions Standard Microfiber Damp Room Mop # FGQ40900 BL00 Size: 18"L x 5"W x 1/2"H Color: Blue Pkd: 12/cs	660453	48.00	each	4.95	237.60	237.60
30378			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Door Wedge 4" # 1RCU4 Size: 4"L x 1"W x 1-5/16" Color: Dark Brown	660569	72.00	each	6.30	453.60	453.60
							Total:	39,999.20	39,999.20

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   42 of 75       

	Room Type:	32 - Front Desk/Bellman Stand		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
32010			83846 - Pantheon USA Inc. See Special Instructions - See Special Instructions Bellman's Cart # LC400-BS-BK Finish: Brushed Stainless Steel Carpet: Black T-Hanger Bar, 8" pneumatic wheels Wrap Corner Bumper DIM: 44"L x 24"W x 75"H   Tag For: Front Desk/Bellman Stand	660649	10.00	each	972.00	9,720.00	9,720.00
32012			83846 - Pantheon USA Inc. See Special Instructions - See Special Instructions Bellman's Hand Truck # LC230-BS-BK 23.5" Long Fold Up Drop Nose 10" Black Pneumatic Wheels w/Chrome Hubs Finish: Brushed Stainless Steel Carpet Color: Black DIM: 28"L x 47"H x 22"W Pkd: each   Tag For: Front Desk/Bellman Stand	660649	2.00	each	287.00	574.00	574.00
32014			83846 - Pantheon USA Inc. See Special Instructions - See Special Instructions Doorman Umbrella # PF-U24-CC with logo 62" arc diameter, folding style Frame: 75cm * 4mm, Fiberglass construction Shaft: Fiberglass, Handle: Rubber Straight	660649	75.00	each	10.95	821.25	821.25
			Fabric: 190T waterproof polyester pongee; vented canopy, includes sleeve
			Color: Black   Tag For: Front Desk/Bellman Stand

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   43 of 75       

	Room Type:	32 - Front Desk/Bellman Stand		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
32028			83195 - Lets Gel See Special Instructions - See Special Instructions New Life Eco-Pro Matting # Therapeutic Gel Over Supportive Foam Stain-Resistant, High-Traction Bottom Size: 20" x 72" Color: STONE Pkd: each	660437	4.00	each	179.95	719.80	719.80
							Total:	11,835.05	11,835.05

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   44 of 75       

	Room Type:	34 - Uniforms		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
34100			71855 - Cintas Ship-to To Be Selected Women's Shirt Dress # C-990243 Premier Collection Fabric: 100% Polyester Color: White Size: TBD Front Desk/Concierge		27.00	each	129.99	3,509.73	3,509.73
34102			71855 - Cintas Ship-to To Be Selected Gossamer Flower Pin # 115163-160 Font Desk/Concierge		27.00	each	22.99	620.73	620.73
34104			71855 - Cintas Ship-to To Be Selected Men's Westgate Blazer # C-990243 Premier Collection Fabric: 55/45 Cotton/Polyester Color: Seersucker Grey/White Stripe Size: TBD Front Desk/Concierge		27.00	each	189.99	5,129.73	5,129.73
34106			71855 - Cintas Ship-to To Be Selected Men's Modern Slim Pants # C-990221 Premier Collection Fabric: 55/45 Cotton/Polyester Color: Seersucker Grey/White Stripe Size: TBD Front Desk/Concierge		27.00	each	99.99	2,699.73	2,699.73

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   45 of 75       

	Room Type:	34 - Uniforms		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
34108			71855 - Cintas Ship-to To Be Selected Men's Non-Iron Dress Shirt # 113215-00 Premier Collection Fabric: 100% Polyester Color: White Size: TBD Front Desk/Concierge		27.00	each	47.99	1,295.73	1,295.73
34110			71855 - Cintas Ship-to To Be Selected Pocket Square # C-949200 Premier Collection Fabric: 100% Polyester Color: Raspberry Front Desk/Concierge		27.00	each	19.99	539.73	539.73
34112			71855 - Cintas Ship-to To Be Selected Men's Justin Vest # C-947324 Premier Collection Fabric: 55/45 Cotton/Polyester Color: Seersucker Grey/White Stripe Size: TBD Bellman		42.00	each	69.99	2,939.58	2,939.58
34116			71855 - Cintas Ship-to To Be Selected Men's Preston Pants # 112968-30 Premier Collection Fabric: 65/35 Poly/Cotton Color: Lt. Grey Size: TBD Bellman		42.00	each	74.99	3,149.58	3,149.58

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   46 of 75       

	Room Type:	34 - Uniforms		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
34118			71855 - Cintas Ship-to To Be Selected Men's Fusion Fly-Front Shirt # 111096-92 Nehru Collar & 3/4 Sleeve Tabs Premier Collection Fabric: 100% Polyester Color: White Size: TBD Bellman		42.00	each	52.89	2,221.38	2,221.38
34120			71855 - Cintas Ship-to To Be Selected Men's Cargo Pants # 270-35 Fabric: 65/35 Poly/Cotton Color: Black Size: TBD Engineering/Maintenance		38.00	each	30.99	1,177.62	1,177.62
34122			71855 - Cintas Ship-to To Be Selected Men's Comfort Shirt Long Sleeve # 935-30 Fabric: 65/35 Poly/Cotton Color: White Size: TBD Engineering/Maintenance		38.00	each	21.99	835.62	835.62
34124			71855 - Cintas Ship-to To Be Selected Gold Bucket Webb Belt # 46100-35 Fabric: 100% Polyester Color: Black/Gold Finish Bucket Size: OSFA Engineering/Maintenance		38.00	each	6.99	265.62	265.62

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   47 of 75       

	Room Type:	34 - Uniforms		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
34126			71855 - Cintas Ship-to To Be Selected Women's Velocity Flat-Front Slacks # 112905-1 Fabric: 60/40 Poly/Recycled Poly Color: Charcoal Size: TBD Housekeeping		120.00	each	30.99	3,718.80	3,718.80
34128			71855 - Cintas Ship-to To Be Selected Women's Velocity Banded Collar Tunic # 61237-30 Fabric: 60/40 Poly/Recycled Poly Color: Lt. Grey Size: TBD Housekeeping		120.00	each	44.99	5,398.80	5,398.80
34130			71855 - Cintas Ship-to To Be Selected Men's Comfort Flat-Front Pant # 945-35 Fabric: 60/40 Poly/Recycled Poly Color: Black Size: TBD Housekeeping		40.00	each	21.55	862.00	862.00
34132			71855 - Cintas Ship-to To Be Selected Men's Velocity Banded Shirt # 61238-30 Fabric: 60/40 Poly/Recycled Poly Color: Lt. Grey Size: TBD Housekeeping		40.00	each	33.99	1,359.60	1,359.60

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   48 of 75       

	Room Type:	34 - Uniforms		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
34134			71855 - Cintas Ship-to To Be Selected Uniform Installation/Fitting		1.00	lot	9,500.00	9,500.00	9,500.00
							Total:	45,223.98	45,223.98

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   49 of 75       

	Room Type:	38 - Engineering Supplies		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
38010			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Extension Cord 25' #3EA99 Indoor/Outdoor	660569	2.00	each	26.21	52.42	52.42
38012			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Extension Cord 50' #1FD55 Indoor/Outdoor	660569	4.00	each	25.63	102.52	102.52
38014			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Extension Cord 100' #1FD56 Indoor/Outdoor	660569	1.00	each	69.91	69.91	69.91
38016			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Outlet Strip, 15A, 120V, Putty #5A311 6-Outlets	660569	2.00	each	18.68	37.36	37.36
38018			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Worklight 1000W # 4VM74	660569	1.00	each	73.00	73.00	73.00
38022			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Battery AAA Size Alkaline #5LE25 Pkd: 24/pk	660569	1.00	Package (s)	11.80	11.80	11.80

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   50 of 75       

	Room Type:	38 - Engineering Supplies		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
38028			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Battery AA Size Alkaline #5LE23 Pkd: 24/pk	660569	1.00	Package (s)	7.07	7.07	7.07
38030			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Battery 9V Size Alkaline #5LE24 Pkd: 12/pk	660569	1.00	Package (s)	22.97	22.97	22.97
38034			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Bolt Cutter Set 2-PC 14" & 18" #1YNC1	660569	1.00	set	90.83	90.83	90.83
38042			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Hammer Drill Bit 7-PC Set #4KZ92	660569	1.00	set	26.64	26.64	26.64
38044			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions SDS Rotary Hammer Drill Kit #2LDB3 120V, 7.5A	660569	1.00	each	236.20	236.20	236.20
38046			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Chisel Scaling 10" #4LC58	660569	1.00	each	33.64	33.64	33.64

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   51 of 75       

	Room Type:	38 - Engineering Supplies		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
38048			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Hammer Drill Bit 5-PC Set #4TG60	660569	1.00	each	33.24	33.24	33.24
38050			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Fastener Pin 1" Powder Tool #2HNY1 Pkd: 100/pk	660569	1.00	Package (s)	7.18	7.18	7.18
38054			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Angle Grinder 4-1/2" #1AUY3 11000 RPM	660569	1.00	each	161.40	161.40	161.40
38056			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Depressed Center Wheel T27 #4KZ29 Size: 4.5"Dia. x 1/8" x 7/8"Arbor	660569	6.00	each	2.53	15.18	15.18
38058			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Water Hose Reinforced PVC #20L430 Size: 50'L x 5/8"Dia.	660569	1.00	each	27.21	27.21	27.21
38060			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Water Hose Reinforced PVC #20L436 Size: 75'L x 3/4"Dia.	660569	1.00	each	50.49	50.49	50.49

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   52 of 75       

	Room Type:	38 - Engineering Supplies		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
38062			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Water Nozzle Pistol Grip #1HLW3 Rubber Grip, 6-Position Dial	660569	1.00	each	19.11	19.11	19.11
38066			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Measuring Tool Kit 3-PC #4KU85 Hardened Case	660569	1.00	each	173.47	173.47	173.47
38068			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Retrieving Tool Telescopic Magnetic #5C598 Length:16-3/4"	660569	1.00	each	16.20	16.20	16.20
38072			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Lubricant WD 40 16 oz. #3UM47	660569	2.00	each	8.08	16.16	16.16
38086			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Carpet Floor Dryer # 5UNZ5 2700 CFM, Color: Blue MFG: DRI-EAZ 115V	660569	1.00	each	445.38	445.38	445.38

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   53 of 75       

	Room Type:	38 - Engineering Supplies		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
38088			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Wet/Dry Vacuum 6.5 HP #1UG91 Cap: 22 Gal. MFG: Dayton 120V	660569	2.00	each	226.31	452.62	452.62
38090			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Pressure Washer Gas #3WB90 13HP, 3500psi, 3.7gpm	660569	1.00	each	3,091.38	3,091.38	3,091.38
38092			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Double Sided Stepladder Fiberglass 6' #4XP49 Cap: 375 lb.	660569	2.00	each	223.13	446.26	446.26
38094			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Double Sided Stepladder Fiberglass 10' #4XP51 Cap: 375 lb.	660569	2.00	each	378.00	756.00	756.00
38096			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Double Sided Stepladder Fiberglass 4' #4XP48 Cap: 375 lb.	660569	4.00	each	166.69	666.76	666.76

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   54 of 75       

	Room Type:	38 - Engineering Supplies		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
38098			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Extension Ladder Leveler Kit Aluminum #4XP35	660569	1.00	each	121.50	121.50	121.50
38102			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Add On Shelving Unit #1BLB8 Size: 87"H x 36"W x 18"D Shelf Cap: 800 lb.	660569	2.00	each	160.88	321.76	321.76
38104			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Industrial Wire Shelving Unit #1PGF3 4-Shelves, Chrome Plated Size: 36"W x 24"D x 63"H	660569	2.00	each	219.75	439.50	439.50
38106			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Flared Leg Workbench #7D197 Size: 72"W x 30"D x 30"H Cap: 6000 lbs.	660569	1.00	each	361.31	361.31	361.31
38108			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Convertible Hand Truck Aluminum #4ZJ34	660569	1.00	each	402.38	402.38	402.38

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   55 of 75       

	Room Type:	38 - Engineering Supplies		Number Of Rooms:			1		U/M		Currency:		US Dollar		Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No			Quantity				Unit/Original Price		Price Per Room
38110			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Duct Tape Silver #2W504 Size: 48mm x 55m,11 mil	660569			4.00		each		10.89		43.56		43.56
38114			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Leather Gloves Gauntlet Cuff #5JH03 Size: L	660569			6.00		pair		3.72		22.32		22.32
38116			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Disposable Gloves Vinyl Clear #3BA39 Size: XL Pkd: 100/bx	660569			1.00		box		7.63		7.63		7.63
38118			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Disposable Gloves Nitrile Blue # 1RL59 Size: XL Pkd: 100/bx	660569			1.00		each		12.47		12.47		12.47
38120			70371-W.W.Grainger,Inc. See Special Instructions - See Special Instructions Disposable Gloves Nitrile Blue #1RL62 Size: L Pkd: 100/bx		660569	1.00		each		15.42		15.42		15.42

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   56 of 75       

	Room Type:	38 - Engineering Supplies		Number Of Rooms:			1		U/M		Currency:		US Dollar		Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No			Quantity				Unit/Original Price		Price Per Room
38122			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions First Aid Kit Bulk White 788-PC #5AC21		660569	3.00		each		376.03		1,128.09		1,128.09
38124			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Lockout Station Filled 26-Components #5TA80		660569	1.00		each		330.31		330.31		330.31
38152			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Electrical Tape Black #19N746 Size: 3/4" x 60' - 7mil Replaces 5MZ89		660569	15.00		each		1.84		27.60		27.60
38154			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Portable Label Maker LCD Display #20XW96 Replaces 3PXY9		660569	1.00		each		105.96		105.96		105.96
38156			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Label Cartridge Black/White #3PXW4 Size: 1/2" W		660569	1.00		each		34.04		34.04		34.04

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   57 of 75       

	Room Type:	38 - Engineering Supplies		Number Of Rooms:			1		U/M		Currency:		US Dollar		Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No			Quantity				Unit/Original Price		Price Per Room
38158			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Multimeter & Clampmeter Kit #46N342 Fluke-117 Multimeter w/Batteries, TL175 Test Leads TPAK Hanging Strap, C115 Soft Carry Case, Fluke-323 True RMS Clampmeter, Information Pack		660569	1.00		each		332.06		332.06		332.06
38166			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Fish Tape Steel #4VDF3 Size: 1/8"Dia. x 65'		660569	1.00		each		56.48		56.48		56.48
38168			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Infrared Thermometer #4TXH4 Includes: Battery & Carrying Case		660569	1.00		each		119.04		119.04		119.04
38172			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Retractable Utility Knife 6" Gray #4YR09		660569	2.00		each		5.96		11.92		11.92
38174			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Utility Blades Heavy Duty #5C950 Pkd: 400 ea/pk		660569	1.00		Package (s)		61.69		61.69		61.69

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   58 of 75       

	Room Type:	38 - Engineering Supplies		Number Of Rooms:			1		U/M		Currency:		US Dollar		Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No			Quantity				Unit/Original Price		Price Per Room
38176			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Tool Bag 11-Pocket # 32PJ40 Size: 22" x 12-1/2" x 14"		660569	4.00		each		71.25		285.00		285.00
38178			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Screwdriver Set 37-PC #4WM46		660569	3.00		each		18.00		54.00		54.00
38180			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Dual Range AC Voltage Detector #3EMK6		660569	2.00		each		16.21		32.42		32.42
38182			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Sealant Tape #4X227 Size: 1/2" x 260"		660569	2.00		each		2.32		4.64		4.64
38184			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Safety Glasses #1VW13 Antifog, Scratch-Resistant		660569	4.00		each		8.67		34.68		34.68
38186			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Mechanics Gloves Black #3BA57 Size: L		660569	4.00		pair		13.87		55.48		55.48

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   59 of 75       

	Room Type:	38 - Engineering Supplies		Number Of Rooms:			1		U/M		Currency:		US Dollar		Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No			Quantity				Unit/Original Price		Price Per Room
38188			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Rainsuit w/Detachable Hood 3-PC #5T913 Color: Yellow Size: L		660569	4.00		each		25.77		103.08		103.08
38190			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Ratchet Flare Nut Wrench 7-PC Set #1AKW0 Size: 3/8"-3/4"		660569	1.00		each		164.93		164.93		164.93
38194			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Alkaline Based Coil Cleaner 1 Gal Blue #1ANG9 Pkd: 4 gl/cs		660569	4.00		each		29.40		117.60		117.60
38196			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Refrigerant Recovery Machine 4-Port # 5VF78 1/2 HP 115V		660569	1.00		each		2,144.63		2,144.63		2,144.63
38206			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Angle Grinder 4-1/2' # 5TB84		660569	1.00		each		94.88		94.88		94.88

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   60 of 75       

	Room Type:	38 - Engineering Supplies		Number Of Rooms:			1		U/M		Currency:		US Dollar		Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No			Quantity				Unit/Original Price		Price Per Room
38208			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Straight Pipe Wrench Aluminum # 6A650 Size: 10"L		660569	1.00		each		39.45		39.45		39.45
38210			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Straight Pipe Wrench Aluminum # 6A651 Size: 14"L		660569	1.00		each		52.88		52.88		52.88
38212			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Sectional Drain Cleaning Machine 1/6HP #2RPC7 115V		660569	1.00		each		875.20		875.20		875.20
38214			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Drain Gun w/Autofeed #6DNX7 Cap: I.D. 3/4" to 2-1/2"		660569	1.00		each		417.60		417.60		417.60
38216			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Toilet Auger w/Bulb Head # 4CX11 Size: 6'		660569	1.00		each		60.94		60.94		60.94
38218			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Sectional Drain Cleaning Machine 1/6HP #3Z748 115V		660569	4.00		each		3,092.80		3,092.80		3,092.80

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   61 of 75       

	Room Type:	38 - Engineering Supplies		Number Of Rooms:			1		U/M		Currency:		US Dollar		Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No			Quantity				Unit/Original Price		Price Per Room
38220			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions E-Z Bellows Plunger Plastic #5TF30 Cup Size: 7"		660569	4.00		each		8.10		32.40		32.40
38222			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions I Beam Level 48" Magnetic #6A509		660569	1.00		each		44.44		44.44		44.44
38224			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Pry Bar 4-PC Set # 4PM09 12" & 18" Pry Bars, 15" Flat Bar & 24" Gooseneck Bar		660569	1.00		set		61.05		61.05		61.05
38226			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Drive Pin Punch 7-PC Set # 1Q737 Size: 1/16"-1/4"		660569	1.00		set		45.34		45.34		45.34
38228			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Chisel 6-PC Set Steel #5ME53 Size: 1/4" to 1-1/2		660569	1.00		set		101.59		101.59		101.59
38230			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Hacksaw Kit 2-PC #4YR51		660569	1.00		each		28.43		28.43		28.43

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   62 of 75       

	Room Type:	38 - Engineering Supplies		Number Of Rooms:			1		U/M		Currency:		US Dollar		Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No			Quantity				Unit/Original Price		Price Per Room
38236			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Spade Bit 6-PC Set #4XL03		660569	1.00		set		16.47		16.47		16.47
38238			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions HSS Step Drill Bit 3-LG Set #4A954		660569	1.00		each		60.44		60.44		60.44
38244			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Reciprocating Saw Blade Set # 4XL04 Size: 6"L		660569	1.00		set		18.86		18.86		18.86
38254			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Portable Tile Saw Wet Cut 7" Blade #1YRL9		660569	1.00		each		71.92		71.92		71.92
38256			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Steel Handle 60" #8ZD24 Color: Red/Black		660569	2.00		each		10.19		20.38		20.38
38258			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Rubber Squeegee 18" #3U425 Color: Black/Silver		660569	2.00		each		20.59		41.18		41.18

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   63 of 75       

	Room Type:	38 - Engineering Supplies		Number Of Rooms:			1		U/M		Currency:		US Dollar		Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No			Quantity				Unit/Original Price		Price Per Room
38260			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Plastic Funnel 32 Oz. #3U606		660569	1.00		each		10.90		10.90		10.90
38262			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Airless Paint Sprayer 1/2 HP # 21YR64 0.27 GPM, w/25' Hose, 3000 PSI MFG: Graco		660569	1.00		each		425.69		425.69		425.69
38264			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Paint Roller Cover 9" #3UW67 3/8" Nap		660569	2.00		each		6.34		12.68		12.68
38266			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Paint Roller Cover 9" #3UW68 1/2" Nap		660569	2.00		each		6.46		12.92		12.92
38268			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Paint Roller Frame 9" #1UFP2 w/Rubber Handle		660569	2.00		each		6.26		12.52		12.52
38270			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Paint Tray Polypropylene #3UW75		660569	2.00		each		6.28		12.56		12.56

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   64 of 75       

	Room Type:	38 - Engineering Supplies		Number Of Rooms:			1		U/M		Currency:		US Dollar		Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No			Quantity				Unit/Original Price		Price Per Room
38272			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Wire Spreader Screen #3UW49		660569	2.00		each		6.90		13.80		13.80
38274			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Heavy Duty Extension Pole #1UFN7 Size" 4' to 8'		660569	2.00		each		46.55		93.10		93.10
38276			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Canvas Drop Cloth 15' x 4' #5H910		660569	2.00		each		29.31		58.62		58.62
38278			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Canvas Drop Cloth 12' x 9' #5H908		660569	2.00		each		48.69		97.38		97.38
38280			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Construction Film Clear 4Mil #4JX87 Size: 10' x 100'		660569	1.00		each		48.72		48.72		48.72
38282			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Construction Film Clear 6Mil #4JX88 Size: 10' x 100'		660569	1.00		each		77.39		77.39		77.39

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   65 of 75       

	Room Type:	38 - Engineering Supplies		Number Of Rooms:			1		U/M		Currency:		US Dollar		Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No			Quantity				Unit/Original Price		Price Per Room
38284			70371 - W. W. Grainger, Inc See Special Instructions - See Special Instructions Masking Tape Blue #41C894 Size: 2" x 60 Yd. Replaces 1F161		660569	2.00		each		18.59		37.18		37.18
38286			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Portable Eye Wash Unit 16 Gal #2LVL4		660569	1.00		each		276.94		276.94		276.94
38290			70371 - W. W. Grainger, Inc See Special Instructions - See Special Instructions Disposable Latex Gloves #4XT08 Size: L Pkd: 100 ea/bx		660569	1.00		box		13.94		13.94		13.94
38292			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Safety Glasses Clear Antifog #1FYX7		660569	4.00		each		1.93		7.72		7.72
38294			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Lifting Belt Black #6T562 Size: S		660569	1.00		each		20.73		20.73		20.73
38296			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Lifting Belt Black #6T563 Size: M		660569	1.00		each		12.30		12.30		12.30

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   66 of 75       

	Room Type:	38 - Engineering Supplies		Number Of Rooms:			1		U/M		Currency:		US Dollar		Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No			Quantity				Unit/Original Price		Price Per Room
38298			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Lifting Belt Black #6T564 Size: L		660569	1.00		each		12.30		12.30		12.30
38300			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Lifting Belt Black #6T565 Size: XL		660569	1.00		each		12.30		12.30		12.30
38302			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Disposable Respirator N95 #3KP43 Pkd: 20 ea/pk Replaces 9XTP2		660569	2.00		each		24.41		48.82		48.82
38320			86533 – Partsmaster See Special Instructions - See Special Instructions Combination Wrench Set SAE #DY89250002 14-PC, 1/4" to 1"		660624	1.00		each		182.75		182.75		182.75
38322			86533 – Partsmaster See Special Instructions - See Special Instructions Ratchet 1/2 Drive #DY89260510 Reversible Quick Release		660624	1.00		each		40.94		40.94		40.94

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   67 of 75       

	Room Type:	38 - Engineering Supplies		Number Of Rooms:			1		U/M		Currency:		US Dollar		Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No			Quantity				Unit/Original Price		Price Per Room
38326			86533 – Partsmaster See Special Instructions - See Special Instructions Ratchet 1/4 Drive #DY89260500 Reversible Quick Release		660624	1.00		each		27.69		27.69		27.69
38328			86533 – Partsmaster See Special Instructions - See Special Instructions 12PT Socket Set 1/4 Dr SAE Std #DY89250512 With Rubber Ball Rail		660624	1.00		each		33.11		33.11		33.11
38330			86533 – Partsmaster See Special Instructions - See Special Instructions 12PT Socket Set 1/4Dr SAE DP #DY89250514 With Rubber Ball Rail		660624	1.00		each		45.30		45.30		45.30
38332			86533 – Partsmaster See Special Instructions - See Special Instructions ST Wobbles Set 1/2 # DY89310052 (3", 5", 10")		660624	1.00		each		36.96		36.96		36.96
38334			86533 – Partsmaster See Special Instructions - See Special Instructions Capscrew 304 Stainless 40 Bin #DY99940101 1/4" - 1/2" USS, 1381-Pcs		660624	1.00		each		524.17		524.17		524.17
38336			86533 – Partsmaster See Special Instructions - See Special Instructions Dry Wall Screws Fine Thread 609-PC #DY99510000		660624	1.00		each		155.20		155.20		155.20

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   68 of 75       

	Room Type:	38 - Engineering Supplies		Number Of Rooms:			1		U/M		Currency:		US Dollar		Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No			Quantity				Unit/Original Price		Price Per Room
38338			86533 - Partsmaster See Special Instructions - See Special Instructions Set Screw Socket w/Keys 933-PC #DY99510014		660624	1.00		each		155.20		155.20		155.20
38360			86533 - Partsmaster See Special Instructions - See Special Instructions Cable Ties Black 450-PC #DY99510206		660624	1.00		each		149.55		149.55		149.55
38362			86533 - Partsmaster See Special Instructions - See Special Instructions Cable Ties White 300-PC #DY99510208		660624	1.00		each		148.14		148.14		148.14
38370			86533 - Partsmaster See Special Instructions - See Special Instructions Wall Anchors Variety Tray No.2 550-PC #DY99511502		660624	1.00		each		161.40		161.40		161.40
38380			86533 - Partsmaster See Special Instructions - See Special Instructions Hex Key 6" Set T-Handle Rubber #DY80001005		660624	1.00		each		105.46		105.46		105.46
38382			86533 - Partsmaster See Special Instructions - See Special Instructions Hex Key Set T-Handle Vinyl 6" #DY80001905 8-PC Metric In Stand		660624	1.00		each		138.40		138.40		138.40

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   69 of 75       

	Room Type:	38 - Engineering Supplies		Number Of Rooms:			1		U/M		Currency:		US Dollar		Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No			Quantity				Unit/Original Price		Price Per Room
38384			86533 - Partsmaster See Special Instructions - See Special Instructions Fold Out Tool Set Hex Keys # DY80000191 9-Sizes: 5/64" - 1/4"		660624	1.00		each		19.86		19.86		19.86
38386			86533 – Partsmaster See Special Instructions - See Special Instructions Fold Out Set Hex Keys Metric #DY80000196 7-Sizes: 2.0MM - 8.0MM		660624	1.00		each		21.43		21.43		21.43
38436			86533 - Partsmaster See Special Instructions - See Special Instructions Bin Stand Orange 40 / 72 Hole #DY75021100 Size: 12" D x 34"W x 5-3/4"H ***no charge per vendor***		660624	1.00		each		0.00		0.00		0.00
38438			86533 - Partsmaster See Special Instructions - See Special Instructions Slide Rack Stand Orange #DY75032010 For 750-3-0001 and 750-3-0004 ***no charge per vendor***		660624	1.00		each		0.00		0.00		0.00
38440			86533 - Partsmaster See Special Instructions - See Special Instructions Slide Rack Stand Orange # DY75032010 for 750-3-0001 and 750-3-0004 ***no charge per vendor***		660624	1.00		each		0.00		0.00		0.00
										Total:		22,534.22		22,534.22

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   70 of 75       

	Room Type:	40 - Laundry Supplies		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
40002			72596 - Meese Orbitron Dunne Company See Special Instructions - See Special Instructions Laundry Truck # 39-8 w/Ergonomic Spring Loaded Platform	660809	2.00	each	177.00	354.00	354.00
			Rotationally Molded Waterproof Chemical Resistant Polyethylene
			Galvanized Metal Flat Base, Hard Rubber Non-Marking 3" Casters
			37"L x 25-1/2"W x 23-1/2"D x 27-1/2"H Cap: 8 Bushel Color: Blue
40010			72596 - Meese Orbitron Dunne Company See Special Instructions - See Special Instructions Bushel Cart # 32GM-20BU Cap: 20 Bushels integrated metal/wood base, Vynatex vinyl liners DIM: 48"L x 32"W x 36-1/2"H 5" All Swivel Casters Color: Royal Blue	660809	6.00	each	299.00	1,794.00	1,794.00
							Total:	2,148.00	2,148.00

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   71 of 75       

	Room Type:	60 - Receiving Loading Dock		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
60010		70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Wesco Convertible Truck Spartan Jr. #220000	660569	2.00	each	381.89	763.78	763.78
		2-Wheel, Aluminum, Foot Pedal Release, 18"W Noseplate Shatter-Resistant
		10" Pneumatic Wheels & Non-Marking 5"x1.25" Swivel Casters, Dual Hand Grips
		2-Frame Cross Braces, w/12" x 38" Frame Bed 2-Wheel Cap: 500 lbs.; 4-Wheel Cap: 1000 lbs. Size: 22"L x 19"W x 52"H
60012			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Standard Platform Truck #4W623 Sealed Wood Deck, Removable Steel Handle 4-5" Casters 2-Rigid, 2-Swivel Deck Size: 54"L x 27"W Overall Size: 54"L x 27"W x 36"H Cap: 2600 lbs. Color: Red	660569	3.00	each	355.31	1,065.93	1,065.93
60014			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Dock Plate, Aluminum # 4LGV1 Size: 36"L x 60"W Cap: 6600 lbs.	660569	1.00	each	618.75	618.75	618.75
60018			70371 - W. W. Grainger, Inc. See Special Instructions - See Special Instructions Ohaus digital Bench Scale # 1UXL1 S/S Platform, LCD Display w/White LED Backlight Size: 25-5/8" x 19-11/16" x 36"H" Cap: 300kg/600 lb., Graduations: 0.05kg/5g/0.1 lb. Includes: AC Adapter & Battery	660569	1.00	each	585.38	585.38	585.38

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   72 of 75       

	Room Type:	60 - Receiving Loading Dock		Number Of Rooms:	1	U/M	Currency:	US Dollar	Extension
Flag Control No Ref. No		Grouping	Vendor/Ship-To/Item Description	Order No	Quantity		Unit/Original Price	Price Per Room
60024			70358 - Newell Rubbermaid Commercial See Special Instructions - See Special Instructions HD Platform Truck # FG440300BLA	660453	3.00	each	359.09	1,077.27	1,077.27
			Duramold Precision Engineered Resin & Metal Composite Structure
			w/Molded-In Tie-Down Slots, Textured Deck Surface, Retainer clips
			Includes Powder Coated Red Steel Handle & Frame Wheels: 2 fixed, 2 swivel casters Size: 36"L x 24"W Color: Black w/Red Handle Pkd: 1 ea/cs
60026			74594 - New Age Industrial Corp Inc See Special Instructions - See Special Instructions Dunnage Rack #2008	660446	3.00	each	109.50	328.50	328.50
			Square Bar, 1-tier, All Welded Aluminum Construction, NSF
			Size: 24"W x 36"L x 12"H Cap: 2500 lbs.
							Total:	4,439.61	4,439.61

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   73 of 75       

Room Type:

90 - Freight Management

Number Of Rooms:

1

U/M

Currency:

US Dollar

Extension

Flag Control No Ref. No

Grouping

Vendor/Ship-To/Item Description

Order No

Quantity

Unit/Original Price

Price Per Room

90000

70081 - Withers Worldwide See Special Instructions - See Special Instructions US Inland Freight Management

658757

1.00

lot

37,750.00

37,750.00

37,750.00

Goods are assumed to be packed for transport by common carrier, vendors will load the carriers vehicles. Destination to Withers

Warehouse in Miami, FL. Origins of freight are assumed to be in the USA and all custom charges for border crossings, duties and taxes are additional. All purchase orders are expected to ship complete

Total:

37,750.00

37,750.00

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   74 of 75       

Room Type:

92 - Warehouse, Receive, and Delivery

Number Of Rooms:

1

U/M

Currency:

US Dollar

Extension

Flag Control No Ref. No

Grouping

Vendor/Ship-To/Item Description

Order No

Quantity

Unit/Original Price

Price Per Room

92000

70081 - Withers Worldwide See Special Instructions - See Special Instructions Warehouse and Redeliver of OS&E

658757

1.00

lot

15,900.00

15,900.00

15,900.00

Receive OS&E and store for up to 60 days. Inspect OS&E orders upon arrival for damages, assist in freight claims where necessary, and issue receiving reports. Redeliver OS&E and place inside during Standard time hours upon an agreed turnover schedule from

operations by Purchase Order Number. Not included is removal of debris (handled by others)

Total:

15,900.00

15,900.00

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Detailed) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page   75 of 75       

BudgetBy RoomTypeReport(Summary)
Budget: RoomType: Description:	12095- Hyde Resort & Residences Hotel Operating Supplies OS&E 1-92 Short	ShowPO: SortBy:	(ALL) Control #

							BUDGET
Room Type:		Number Of Rooms:	Initial Budget		Committed			Uncommitted		CURRENT BUDGET		Variance			Price Per Room
1	Guestroom Supplies	1		12,500.00		21,006.51			0.00		21,006.51		8,506.51			21,006.51
3	Guestroom Linen	1		335,000.00		199,860.02			0.00		199,860.02		(135,139.98	)		199,860.02
7	Condo Kitchen Supplies	1		28,000.00		18,841.18			0.00		18,841.18		(9,158.82	)		18,841.18
8	Guestroom Electronics	1		210.00		210.00			0.00		210.00		0.00			210.00
30	Housekeeping Supplies	1		50,000.00		39,999.20			0.00		39,999.20		(10,000.80	)		39,999.20
32	Front Desk/Bellman Stand	1		15,000.00		11,835.05			0.00		11,835.05		(3,164.95	)		11,835.05
34	Uniforms	1		45,000.00		0.00			45,223.98		45,223.98		223.98			45,223.98
38	Engineering Supplies	1		30,000.00		22,534.22			0.00		22,534.22		(7,465.78	)		22,534.22
40	Laundry Supplies	1		6,700.00		2,148.00			0.00		2,148.00		(4,552.00	)		2,148.00
60	Receiving Loading Dock	1		5,000.00		4,439.61			0.00		4,439.61		(560.39	)		4,439.61
90	Freight Management	1		37,750.00		37,750.00			0.00		37,750.00		0.00			37,750.00
92	Warehouse, Receive, and	1		15,900.00		15,900.00			0.00		15,900.00		0.00			15,900.00
	Delivery

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Summary) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page 1 of 2

RoomType:		NumberOf Rooms:	InitialBudget	Committed	Uncommitted	CURRENT BUDGET	Variance	PricePerRoom
	Currency: US Dollar	TOTAL:	581,060.00	374,523.79	45,223.98	419,747.77	(161,312.23)
				7% TAX ON:	366,097.77	25,626.84
				FREIGHT ON:	419,747.77	0.00
				CONTINGENCY:		25,000.00
				GRAND TOTAL:		470,374.61

Print Date: Jun 29 2016 06:02 PM LLINX Procurement System - Budget By Room Type Report (Summary) 12095 - Hyde Resort & Residences Hotel Operating Supplies OS&E Page 2 of 2

EXHIBIT “D”

Form of Bill of Sale

Bill of Sale

For good and valuable consideration, the receipt of which is hereby acknowledged, 4111 SOUTH OCEAN DRIVE, LLC, a Florida limited liability company (“Seller”), does hereby sell, transfer, and convey to SOTHERLY HOTELS INC., (NASDAQ: “SOHO”), a publicly traded real estate investment trust (“Buyer”), any and all personal property owned by Seller and used exclusively in connection with the operation of that certain real property more particularly described in Exhibit “A” attached hereto (the “Personal Property”), as such Personal Property is more particularly described in the attached Schedule 1.

Seller has executed this Bill of Sale and BARGAINED, SOLD, TRANSFERRED, CONVEYED and ASSIGNED the Personal Property and Buyer has accepted this Bill of Sale and purchased the Personal Property. Seller represents and warrants that it is the true and lawful owner of the Personal Property and the Personal Property is being sold free and clear of any liens, claims, interests, pledges or encumbrances of any kind or nature whatsoever. Without in any way limiting the foregoing, Buyer acknowledges that it is purchasing the Personal Property AS IS AND WHEREVER LOCATED, WITH ALL FAULTS AND, EXCEPT AS OTHERWISE PROVIDED HEREIN, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF WHATSOEVER NATURE, EXPRESS, IMPLIED, OR STATUTORY, AND THE WARRANTIES SET FORTH HEREIN, IT BEING THE INTENTION OF SELLER AND BUYER TO EXPRESSLY NEGATE AND EXCLUDE ALL WARRANTIES WHATSOEVER NOT OTHERWISE EXPRESSLY PROVIDED FOR HEREIN, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, ANY IMPLIED  OR  EXPRESS  WARRANTY  OF  CONFORMITY  TO  MODELS  OR SAMPLES OF MATERIALS, ANY RIGHTS OF BUYER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, ANY CLAIM BY BUYER FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN WITH RESPECT TO THE PERSONAL PROPERTY, WARRANTIES CREATED BY AFFIRMATION OF FACT OR PROMISE AND ANY OTHER WARRANTIES CONTAINED IN OR CREATED BY THE UNIFORM COMMERCIAL CODE AS NOW OR HEREAFTER IN EFFECT IN THE STATE IN WHICH THE PERSONAL PROPERTY IS LOCATED, OR CONTAINED IN OR CREATED BY ANY OTHER LAW.

[Signature Page to Bill of Sale]

Dated this day of September, 2016.

SELLER:

4111 SOUTH OCEAN DRIVE, LLC, a Florida limited liability company

By:

Name

Title:

BUYER:

SOTHERLY HOTELS INC., (NASDAQ: “SOHO”), a publicly traded real estate investment trust

By:

Name

Title:

Exhibit “A” to Bill of Sale

Description of Real Property

Condominium Unit CU-2 in 4111 SOUTH OCEAN DRIVE CONDOMINIUM, created by Declaration thereof recorded in Official Records Book 50656 Page 1212 of the Public Records of Broward County, Florida.

Exhibit A-1

Schedule 1 to Bill of Sale

List of Personal Property

EXHIBIT “E”

Form of Lease Agreement

LEASE AGREEMENT

(For Parking Garage, Meeting Rooms and Common Element Offices)

THIS LEASE AGREEMENT (this “Agreement”) is entered into as of day of September, 2016 (the “Effective Date”) between 4111 South Ocean Drive Condominium Association, Inc., a Florida not-for-profit corporation (the “Association”) and SoTHERLY Hotels Inc.,(NASDAQ: “SOHO”), a publicly traded real estate investment trust, (“Lessee”). The Association and the Lessee shall hereinafter each be referred to as a “Party” or together, collectively, the “Parties.”

RECITALS:

A. Association is the entity responsible for the operation of the 4111 South Ocean Drive Condominium (the “Condominium”), located at 4111 South Ocean Drive, Hallandale, Florida 33019 established by that certain Declaration of Condominium, recorded on March 28, 2014 in Official Records Book 50656, Page 1212, of the Public Records of Broward County, Florida (as modified or amended from time to time, collectively the “Declaration”).Any capitalized term used herein but not otherwise defined shall have the meaning given to it in the Declaration, unless the context otherwise requires.

B. The Association desires to provide valet parking services for the parking garage within the Condominium (as shown on Exhibit “2” to the Declaration, the “Parking Garage”) for the benefit of the Association and its members, together with their guests, tenants and invitees, as well as members of the general public in connection with the Condominium being operated as a Condo-Hotel. As such, the Association wishes to hire Lessee to manage and operate the Parking Garage and in connection therewith, to lease to Lessee 400 assigned parking spaces located therein (the “Leased Parking Spaces”) during the term hereof, all pursuant to the terms of this Agreement.

C. In addition to the Leased Parking Spaces, Association desires to lease to Lessee those certain Common Element meeting rooms located on the first floor of the Condominium (as shown on the graphics attached hereto as Schedule “1”, collectively, the “Meeting Rooms”) for use as an activity room and meeting facility for benefit of the Association and its members, together with their guests, tenants and invitees, and Lessee, as well as members of the general public in connection with the Condominium being operated as a Condo-Hotel, all as further detailed in this Agreement.

D. Association further desires to lease to Lessee that certain Common Element office, adjoining office lobby area and resident desk located on the first floor of the Condominium (as shown on the graphics attached hereto as Schedule “1”, collectively, the “Office Area”) for use as private office space for the sole benefit of Lessee.

E. Lessee will also provide for the exclusive management and operation of the Parking Garage and the Meeting Rooms (which are all portions of the Common Elements) as more fully described herein; provided, however the Association shall be obligated to maintain all areas of the Parking Garage and Meeting Rooms (under the supervision and direction of Lessee) at Association’s sole cost and expense.

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

1.Recitals: The forgoing recitals are true and correct and are hereby incorporated to this Agreement by this reference.

2.Grant; Engagement. The Association hereby leases to Lessee and Lessee hereby leases from the Association the Meeting Rooms, the Leased Parking Spaces and the Office Area. Additionally, subject to the provisions of this Agreement, the Association hereby engages the Lessee, and the Lessee hereby agrees to be engaged by the Association, to control, manage and operate the Parking Garage, including, without limitation, the Leased Parking Spaces and the Meeting Rooms pursuant to the terms of this Agreement. Collectively, the Meeting Rooms, Office Area, Leased Parking Spaces and Parking Garage may sometimes be referred to herein as the “Premises”.

3. Services. Lessee shall perform the services (the “Services”) set forth in Exhibit “A” attached to this Agreement and otherwise described in this Agreement in connection with the management and operation of the Premises. In performing the Services, Lessee agrees to at all times furnish Lessee’s reasonable skill and judgment, and efficient business administration and to further the interest of the Association and Condominium. Further, Lessee warrants to Association that at all times Lessee shall maintain and operate the Premises in a manner consistent with the following: (i) the Project Quality Standard (as defined in the Declaration),(ii) the Brand Agreement (as defined in the Declaration), (iii) the 2016 Inspection Criteria described on Exhibit “B”; and (iv) a service level equivalent to those Preferred Hotels and Resorts standards or equivalent upper upscale hotel standards evidenced by those brands so designated by Smith Travel Research (“STR”) or a similarly situated national hospitality benchmarking company, if STR is no longer issuing such designations (collectively the “Standard”).

4. Compliance. Lessee agrees to comply with all governmental laws, ordinances and regulations pertaining to the conduct of Lessee’s business operations under this Agreement. Further, Lessee shall not use the Premises, or knowingly permit the Premises to be used, in any manner, or do or suffer any act in or about the Premises which: (i) violates or conflicts with any federal, state, county and municipal law; (ii) causes or is reasonably likely to cause damage to the Condominium; (iii) violates a requirement or condition of any policy of insurance covering the Common Elements of the Condominium, or directly increases the cost of such policy; (iv) constitutes or is reasonably likely to constitute a nuisance to other occupants or its equipment, facilities or systems; or (v) violates the Rules and Regulations (as defined below).

5. Term/Fee/Termination/Definitions.

5.1. Term:The initial term of this Agreement shall be for a period of twenty (20) years, with the Services commencing on the Effective Date and terminating on the 20th anniversary date of the Effective Date (the “Initial Term”). Following the Initial Term, this Agreement shall automatically renew for four (4) consecutive periods of five (5) years each (each a “Renewal Term”). The Initial Term together with the Renewal Term shall be collectively referred to herein as the “Term”. The Parties agree that the Association shall not have the right to terminate this Agreement during the Initial Term or any Renewal Term except as otherwise authorized under Section 718.302, F.S.  The Association acknowledges and agrees that the length of the Term is a material inducement for Lessee entering this Agreement and providing the Services.

5.2. Effect of Termination. The termination of this Agreement shall (except as otherwise provided herein) terminate all rights and obligations of the Association and Lessee hereunder, including, without limitation the lease of the Leased Parking Spaces to Lessee, except that such termination shall not prejudice the rights of any Party against the other for any breach of this Agreement occurring prior to termination.

5.3. Final Accounting. Upon any termination of this Agreement as herein provided, Lessee shall forthwith (i) deliver to Association all materials and supplies, keys, contracts and documents, and such other accounting papers and records relating to this Agreement which are in Lessee’s possession, if any, as Association may reasonably request, including, without limitation, copies of computer files; and (ii) deliver to Association all books and records, warranties, contracts, documents in Lessee’s possession, if any, relating to the Parking Garage. Without limiting the generality of the foregoing, upon any termination of this Agreement as herein provided, Association and Lessee shall make a final reconciliation of the amount of Rent Payment (as hereinafter defined) and Lessee shall pay to Association, within fifteen (15) days following agreement on such reconciliation, any portion of the Rent Payment then owing, but unpaid.  In determining the Rent Payment, Association and Lessee shall view gross revenues on a cash (and not accrual) basis.

5.4. Surrender; Holdover. At the expiration or termination of this Agreement, Lessee shall remove Lessee’s personal property from the Premises, and quit and surrender the Premises to the Association broom clean, and in good order, condition and repair, ordinary wear and tear, casualty and damage caused by the Association excepted. If Lessee, or anyone claiming under Lessee, shall remain in possession of the Premises or any part thereof after the expiration or prior termination of the Term without any agreement in writing between the Association and Lessee with respect thereto, then Lessee shall be deemed a tenant-at-sufferance.

5.5. Compensation. The sole compensation for Lessee under this Agreement shall be the right to retain all revenues generated from the Parking Garage (including, without limitation, any and all valet fees or other charges associated with the parking of vehicles) and all revenues generated from the Meeting Rooms, less and except the “Rent Payment” as hereafter defined. For purposes hereof, the “Rent Payment” shall mean the aggregate of: (i) the annual sum of Two Hundred and Sixteen Thousand and No/100 Dollars ($216,000.00) for the Parking Garage, payable in monthly installments of Eighteen Thousand and No/100 Dollars ($18,000.00) and (ii) the annual sum of Twenty-four Thousand and 00/100 Dollars ($24,000.00), for the Meeting Rooms and Office Area, payable in monthly installments of Two Thousand and No/100 Dollars ($2,000.00). The total annual Rent Payment for the Initial Term of this Agreement is Two Hundred Forty Thousand and 00/100 Dollars ($240,000.00). Upon the commencement of each Renewal Term, the Rent shall be adjusted with a three percent (3%) fixed escalation (i.e., there shall be no escalation of Rent during the Initial Term, but Rent shall increase by 3% for each Renewal Term). For avoidance of doubt, the Rent Payment shall be payable in full each month during the Term of this Agreement irrespective of the amount of revenues generated by Lessee with respect to the Parking Garage and Meeting Rooms. Lessee shall not be entitled to a management fee or compensation other than its right to retain the Gross Revenues (as hereafter defined) generated from the operation of the Parking Garage and Meeting Rooms, subject to the limitations set forth below (provided, however, Lessee shall be entitled to fees for services provided to the Association which are outside the scope of the Services in this Agreement and are otherwise pursuant to any separate agreements by the Parties including, without limitation, property management services, as well as through any separate agreements for services directly with owners and/or under other agreements with the Association). Lessee agrees to pay all Rent Payments due under this Agreement at the time and in the manner set forth in this Agreement, without any prior demand therefor in immediately available funds and without any deduction or offset whatsoever. Rent shall be paid in equal monthly installments, in advance, on the first day of each month of the Term. Rent shall be prorated for partial months within the Term based upon the actual number of days in such partial month. Lessee’s covenant to pay the Rent Payment is independent of every other covenant in this Agreement. Notwithstanding the foregoing, any and all costs of maintenance, repair, and/or replacement of the Parking Garage, Office Area and Meeting Rooms shall be at the Association’s sole cost as Common Expenses to the members. The term “Gross Revenues” shall mean the total amount of all monthly, daily transit and/or other parking receipts including, without limitation valet operations, and any and all other receipts (including, without limitation, interest income) collected and derived from or related to the operation and management of the Parking Garage and Meeting Rooms. Gross Revenues shall not include any sales, use, excise, occupancy, gross receipts, or parking tax, nor any other tax or charge collected by Lessee on behalf of and payable to the tax collector.

Notwithstanding anything contained to the contrary in this Agreement, Lessee agrees it shall not charge any fee to the Association for use of the Meeting Rooms for official Association meetings or other events held by the Association directly, nor shall it charge a use fee against a unit owner for the use of any of the Common Elements which are the subject of this Agreement unless the charges relate to expenses incurred by an owner having exclusive use of the Common Elements and/or for valet parking charges. Notwithstanding the foregoing, any use of the Meeting Rooms by the Association as aforesaid is subject to reasonable scheduling availability in accordance with a hotel standard reservation system, provided however that reasonable provision shall be made to give the Association priority. Lessee shall have the right to charge fees to any parties other than the Association, including, without limitation, individual members of the Association, their invitees or guests, guests of the hotel and/or the public in connection with the operation of the Condominium as a Condo-Hotel, for the exclusive use by said persons and that Lessee shall be entitled to retain any and all such fees and/or other revenue generated from the exclusive use of the Meeting Rooms and/or from valet parking fees and or in connection with the Garage other than the applicable portion of the Rent Payment.

An unpaid Rent Payment shall accrue interest at a rate of fifteen percent (15%) per annum, from the date which is fifteen (15) days following the date due until paid. In addition, in the event Lessor does not receive any Rent Payment due under this Agreement within three (3) business days following the day that each such Rent Payment is due hereunder, Lessee shall pay the Association a late charge equal to three percent (3%) of the delinquent Rent Payment.

5.6. Definitions

(a) Any capitalized terms not otherwise defined herein shall have the meaning set forth in the Declaration.

(b) “Leased Parking Spaces” shall mean 400 parking spaces located in the Parking Garage. It is the intent of the Parties that the Lessee shall have access to all 490 spaces in the Parking Garage; provided however, that at all times, the Lessee makes available not less than 127 spaces (the “Committed Parking Spaces”) at no charge, for the benefit of those certainCommercialand/orotherUnitOwnersfromtimetotimeofthe UnitslistedonExhibit“B”attachedhereto,andeachoftheirguests, tenantsandinviteesorotherswhoareissuedparkingstickers,decalsor otherpersonalorvehicleidentificationinconnectionwithsuchUnits(the “CommittedRightsBeneficiaries”),itbeingunderstood andagreed that theCommittedRightsBeneficiariesshallhavetherighttovaletparking serviceswithintheCommittedParkingSpacesatnocharge(collectively, "ParkingPrivileges"). TheAssociationherebycovenantsandagrees thatitshallnotgrantlicensesto anyotherpartywhatsoever,other than Lessee,fortheLeasedParkingSpacesortheMeetingRoomsduringthe TermofthisAgreement;provided,however,Lesseeshallbeentitledto useany CommittedParkingSpace totheextentanysuchspaceis unoccupiedorotherwisenotinusebytheCommercialand/orotherUnit Ownerson asavailable basisatno additional chargeto Lessee.

(c) "ParkingGarage"shall meantheportionofthe CommonElementsshown on Exhibit“2” to the Declaration consistingofparking facilities containing approximately 490parkingspaces,aparking/valetoffice, togetherwith garageequipmentinstalledortobeinstalledbyLesseeforthepurposes ofoperatingthe Parking Garage and valetparkingdrop-off/pickup points as furtherdescribedbelow. TheParkingGarage isintendedtoservethe UnitOwners,andtheirguests,tenantsandinvitees,theAssociationand its guests, tenantsandinvitees,and the tenants, customersorinviteesof theCommercialUnits, Lessee,andthe generalpublicvisitingthe Condominium. The ParkingGarage shall also include all associated Common Elements including,by way ofexample,thoseareaswithinthe exterior walls ofthe ParkingGarage devoted to corridors,elevatorfoyers, lobby areas,stairwells,entry gates,valetstations,andmanagement systems,aswellasramps,drivewaysandsidewalkswithin,leadinginto orleadingoutofthe Parking Garage provided forthe common use or benefitof UnitOwners,theAssociation,Lessees,customersorinvitees oftheCommercialUnitsand/orthe generalpublicvisitingthe Condominium.

(d) "ValetServiceHours"shallmeantwenty-four(24)hoursperday,seven (7)days a week,threehundred sixty-five (365)days a year.

6. Use.

6.1. Use ofthe ParkingGarage–Generally

(a) The Parking Garage shall be used as a commercial and residential garagetoprovidevaletserviceparkingforUnitOwners,togetherwith their guestsand invitees,theAssociation, theCommercialUnit Owners, together with their respective employees, customers and business inviteesaswellasthe generalpublicvisitingor stayingat the Condominium.Notwithstandingthe foregoing,limited rights to self-park may be granted by the Lessee or the Association to third parties, including,withoutlimitation,otherUnitOwnersand/or forLessee’s authorizedstaff. Lesseeshallmakenolongtermrentalsofparking spaces on a weekly or month-to-month basis other than to Commercial Unit Owners and their employees. Lessee shall operate the valet service operation of the Parking Garage in accordance with the terms of this Agreement.  Lessee acknowledges and agrees to honor the Parking Privileges granted by the

Developer to the Committed Rights Beneficiaries and to at all times throughout the Term of this Agreement make available the Committed Parking Spaces to the Committed Rights Beneficiaries at no charge.  Additionally, each Unit Owner, when in residence, shall have the right to valet parking services for the parking of one (1) vehicle at no additional charge by Lessee. For the avoidance of doubt, the Association acknowledges and agrees that regardless of the Parking Privileges, Lessee retains the management rights of the Parking Garage at all times during the Term and that any such Parking Privileges granted by the Association pursuant to this Section are still subject to the Standard at all times. 

(b) Lessee shall maintain sufficient staff at all times to avoid any unreasonable delay in picking up or delivering vehicles from or to the valet station(s) and shall establish and enforce among its employees operational procedures for the valet station(s), consistent with the Standard.

(c) Lessee agrees not to use or permit the use of the Parking Garage for any purpose which is illegal, dangerous to life, limb, or property or which, in Association's commercially reasonable opinion, creates a nuisance or which would directly increase the cost of insurance coverage with respect to the Condominium. Lessee shall operate the Parking Garage in accordance with all laws and governmental regulations (including without limitation those related to the generation, storage, disposal, release, or transportation of Hazardous Materials (as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended).

6.2. Use of the Meeting Rooms – Generally

The Meeting Rooms shall be used as an activity room and multipurpose meeting room, subject to the rights of the Lessee. Unit Owners, residents, and/or each of their guests, tenants and invitees may reserve the Meeting Rooms for private and exclusive usage pursuant to the payment of a fee established by Lessee from time to time, in accordance with a fee structure similar to other hotels in Broward County that meet the Standard, as well as any rules established from time to time by Lessee and/or the Association. Subject to the prior approval of the Association, Lessee may adopt and implement from time to time, rules and regulations regarding the use of the Meeting Rooms including, without limitation, rules and regulations regarding the reservation of private usage of the Meeting Rooms, the costs for usage, and the permitted hours of use in keeping with the Standard.

6.3. Use of the Office Area - Generally

During the term of this Agreement, Lessee shall have exclusive possession of the Office Area and may use the same as Lessee desires in its sole discretion including, without limitation, as a general office to be used for the rendering of the Services.

7. Operating Standards and Requirements; Condominium Rules.

7.1. Operating Standards and Requirements.

(a) Lessee represents and warrants to the Association that all Services provided by the Lessee under this Agreement in connection with the Parking Garage will be commensurate with the Standard. Lessee shall provide valet service for the Parking Garage during all Valet Service Hours.

(b) Lessee represents and warrants to the Association that all Services provided by the Lessee under this Agreement in connection with the Meeting Rooms will be commensurate with the Standard. 

(c) Association agrees that its security vendor will be solely responsible for any and all security services relating to the Parking Garage, Office Area and Meeting Rooms including, without limitation, vandalism, thefts from vehicles, and assaults on or robberies of customers. Further, the Association expressly acknowledges that Lessee does not have knowledge or expertise as a guard or security service, and does not employ personnel for that purpose, nor do Lessee's employees undertake the obligation to guard or protect customers against the intentional acts of third parties. However, based on Lessee's experience as a commercial parking operator, Lessee shall help the Association to determine whether and to what extent any precautionary warnings, security devices, or security services may be required to protect patrons in and about the Parking Garage.

(d) Lessee is solely responsible for hiring and firing its employees working in connection with the Parking Garage and Meeting Rooms. Lessee shall establish reasonable standards, in accordance with Project Quality Standards and/or Brand Standards for the personal appearance of Lessee's employees, which will not be inconsistent with standards established by Association from time to time. All on site employees of Lessee shall wear Lessee's standard uniform attire unless otherwise agreed to by the Parties. Lessee will be responsible for enforcing such standards with its employees. The Association acknowledges and agrees Lessee may utilize its related companies (i.e., Chesapeake Hospitality) and/or a reputable third party garage operator to provide employees and/or operate the Parking Garage.

(e) Association acknowledges and agrees that it shall be solely responsible to ensure that the Parking Garage, Office Area and Meeting Rooms comply with all applicable local, state, and federal laws at all times including, without limitation, ADA Title III compliance and that in the event any such compliance issues arise during the Term that Association shall remedy  the  same  as  quickly  as  is  reasonably  possible  at  the Association’s sole cost and expense. Lessee shall be solely responsible for requirements under Title I of the ADA relating to Lessee’s employees.

7.2. Condominium Rules and Regulations; Consultation. Lessee will comply to the extent applicable to the Parking Garage, with the reasonably and uniformly enforced rules and regulations of the Association (the "Rules and Regulations") as adopted by Association from time to time and will use reasonable efforts to cause its agents, employees, invitees and visitors to do so. Association shall give Lessee written notice of the Rules and Regulations as adapted and revised from time to time, and Lessee shall be obligated to comply with them as of the date of Lessee's receipt of such notice. The Rules and Regulations of the Association are attached to this Agreement as Exhibit “C” and are incorporated herein by reference.

8. Assignment/Subletting.  This Agreement shall not be assigned or sublet by Lessee or the obligations set forth herein be subcontracted in whole or in part by Lessee without the prior written consent of the Association, which may be withheld in Association’s reasonable discretion. Notwithstanding the foregoing, Lessee may, without the prior written consent of the Association, assign or subcontract the obligations set forth in this Agreement to an Affiliate. The term “Affiliate” for purposes of this Agreement shall mean an affiliate or subsidiary of Lessee, performing services similar to those performed by Lessee at the Standard or with respect to the Garage, a third-party nationally reputable garage operator that meets the Standard. If Lessee proposes

an assignment or sublease that does not meet the above requirements, then at any time within twenty (20) business days after the Association’s receipt of Lessee’s request for the Associations’ consent to the non-conforming transfer, the Parties shall meet to determine a good faith resolution to such issue.

9. Parking Rates. Lessee agrees that the parking rates will be commensurate with other similar resort-style hotels consistent with the Standard.

10. Nature of Relationship. For purposes of this Agreement, Lessee shall be independently engaged in the business of performing management and operation of the Parking Garage on its own behalf as an independent contractor. Further it is understood and agreed that in no event shall the relationship between the Parties be construed or deemed to be a partnership, joint venture or any other business combination.  It is further understood and agreed by and between the Parties that nothing in this Agreement shall constitute or be construed to be an employment or joint employer relationship between the Association, its successors or assigns on the one part, and the Lessee, its successors or assigns on the other part. The Lessee shall, subject to the terms and provisions of this Agreement, have complete and independent control and discretion over the operation of the Parking Garage. Without limiting the foregoing, all matters pertaining to the employment, supervision, compensation, promotion, and discharge (except as expressly provided herein) of employees are the responsibility of Lessee, who is in all respects, except as required under or dictated by applicable union agreements, the employer of such employees. Lessee agrees to fully comply with all applicable laws and regulations related to workers’ compensation, social security, ERISA, and other applicable pension matters, unemployment insurance, hours of labor, wages, working conditions, and other employer-employee related subjects.

11. Maintenance Obligations of Lessee. Lessee agrees to: (a) keep the Parking Garage, Office Area and Meeting Rooms in clean and presentable condition at all times and not to permit anything thereon which would vitiate, void, or directly increase the cost of any insurance carried by Association on the Parking Garage or the Condominium and (b) ensure that the Parking Garage, appurtenances thereto, and all machinery, equipment and facilities used in connection with and located in the Parking Garage, are kept in good repair and condition at all times; provided, however, the costs of any such cleaning, repair, replacement or any other costs relating to the upkeep of the Parking Garage, Office Area and/or Meeting Rooms shall be at the Association’s sole cost and expense as Common Expenses to the members.

12. Insurance.

A. Association shall maintain commercially reasonable levels of insurance with respect to the Parking Garage, Office Area and Meeting Rooms at all times during the Term at Association’s sole cost and expense.  All policies shall be issued to the Association as the first named insured and name Lessee (and/or its affiliated or related entities) as an additional insured.

B. Lessee shall maintain or cause to maintain insurance with respect to the Parking Garage, Office Area and Meeting Rooms as set forth below at all times during the Term.  All policies shall be issued to the Lessee as the first named insured.  Each policy evidencing insurance required to be carried by Lessee pursuant to this Section shall contain the following clauses and provisions: (i) a provision that such policy and the coverage evidenced thereby shall be primary and non-contributing with respect to any policies carried by Association and that any coverage carried by Association be excess insurance; (ii) a waiver by the insurer of any right to subrogation against the Indemnified Parties which could arise by reason of any payment under such policy or by reason of any act or omission of any of the Indemnified Parties; (iii) a severability of interest

clause or endorsement; (iv) a provision (in endorsement form if requested by Landlord) that the insurer or insured will not cancel or change the coverage provided by such policy without giving Association thirty (30) days' prior written notice: 

(1) Worker’s Compensation & Employers Liability Insurance covering statutory workers compensation benefits in each state where the parties contemplate the performance of services under this Agreement. Such insurance shall include the employers liability coverage part, including stop gap coverage for the monopolistic states, with limits of not less than $1,000,000 each accident for bodily injury by accident and $1,000,000 each employee and policy limit for bodily injury by disease. Lessee shall maintain workers compensation insurance regardless of eligibility for waiver or exemption of coverage under state statute.

(2) Employment Practices Liability Insurance with limits of not less than One Million Dollars ($1,000,000) each insured event and One Million Dollars ($1,000,000) annual aggregate covering claims of discrimination, sexual harassment, wrongful termination, and workplace torts brought by Parking Lessee’s employees with respect to their employment at the Parking Garage.  Workplace torts shall include but not be limited to retaliation, defamation, infliction of emotional distress, invasion of privacy, negligent evaluation, wrongful discipline, wrongful failure to employ, and wrongful demotion. Policy shall be endorsed with a third party endorsement covering discrimination and sexual harassment to non-employees.

(3) Commercial General Liability Insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury and property damage, $1,000,000 each person or organization for personal and advertising injury, One Million Dollars ($1,000,000) any one premises for fire legal liability, Two Million Dollars ($2,000,000) general aggregate, and Two Million Dollars ($2,000,000) products completed operations aggregate covering (i) premises/operations liability, (ii) products/completed operations liability, (iii) personal and advertising injury liability,  (iv) independent contractors liability, and (v) broad form contractual liability.

(4) Umbrella Liability Insurance in excess of the commercial general liability, and business automobile liability coverages required herein with limits of not less than Two Million Dollars ($2,000,000) per occurrence, Two Million Dollars ($2,000,000) general aggregate, and Two Million Dollars ($2,000,000) products and completed operations aggregate. Policies shall be excess to the primary commercial general liability, employers liability, and business automobile liability coverage and shall be written as follow form or alternatively with a form that provides coverage that is at least as broad as the primary insurance policies.

(5) Crime insurance covering employee, dishonesty coverage throughout the term of this Agreement covering money, securities, and other property owned by, held by, or the legal responsibility of Lessee in connection with the Parking Facilities with a limit of not less than One Million Dollars ($1,000,000) each occurrence. The policy shall be endorsed to extend coverage for money, securities or other property of Association which is held by, or the legal responsibility of Lessee in connection with the Parking Facilities. Employment Practices Liability Insurance with limits of not less than Two Million Dollars ($2,000,000)

each insured event and Two Million Dollars ($2,000,000) annual aggregate covering claims of discrimination, sexual harassment, wrongful termination, and workplace torts brought by Lessee’s employees with respect to their employments at the Parking Garage. 

(6) Garage Liability Insurance and Garagekeepers Liability Insurance on an occurrence form basis with limits of not less than $1,000,000 per occurrence with an annual aggregate limit of $2,000,000 per location.  Garagekeepers Liability Insurance insuring any and all automobiles that are parked at the Parking Garage by Lessee’s attendants or for which a bailment otherwise is created, with such limits of liability on a per vehicle basis as are established by the insurer and approved by Association. Lessee’s General Liability Insurance shall name Association as additional insured.

C. Lessee agrees:

(7) All insurance shall be with companies as shall be reasonably satisfactory to Association and all such policies shall provide that the insurer shall provide at least thirty (30) days’ prior written notice to Association of any cancellation or reduction in coverage. Lessee shall deliver satisfactory certificates of insurance to Association (or other evidence of insurance required by Association)  and  renewal  policies  shall  be  obtained,  and certificates delivered to Association, at least thirty (30) days prior to expiration.

(8) If at any time the Association is not in receipt of a Certificate of Insurance or other written evidence confirming that all insurance required of Lessee hereunder is in full force and effect, the Association shall have the right, following five (5) business day’s written notice to the Lessee and Lessee’s failure to provide a Certificate of Insurance within said five (5) business day period, to take such action as Association deems necessary to protect its interest in the Parking Garage, including, without limitation, obtaining such insurance coverage as Association in its reasonable discretion deems appropriate.

(9) Each insurance company listed in the Certificate shall be (i) admitted to do business in the state where the Project is located and (ii) rated by AM Best Company as having a financial strength rating of “B+” or better and a financial size category of “VII” or greater.

(10) Lessee shall cause all subcontractors engaged by Lessee to be insured  consistent  with  the  requirements  recited  in  this Section 12. To the extent a subcontractor requests waiver of the umbrella requirements, Association’s prior approval must be obtained.

13. Indemnities. Except as otherwise set forth in this Agreement, Lessee shall defend, indemnify and hold Association, and Association ’s agents, members, officers, directors, and employees (collectively, “Association Related Parties”) harmless from and against any and all actions, costs, claims, losses, expenses, and/or damages, sustained by Association and/or any such Association Related Parties attributable to (a) the willful acts, misconduct, or gross negligence of Lessee or its affiliate or any of their agents, officers, servants, or employees from any cause, including, without limitation by specification, property damage and/or injury or death to any person or persons, and (b) to any death, physical injury, and/or loss or damage to property of a type covered by valid and collectible insurance which Lessee is required to maintain pursuant to the terms of this Agreement. Association shall defend, indemnify and hold Lessee and its shareholders, directors, officers, employees, affiliates, related parties, and agents (collectively “Lessee Related Parties”) harmless from and against any and all actions, costs, claims, losses, expenses and/or damages sustained by Lessee and/or any such Lessee Related Parties arising from any damage and/or injury to the extent caused by the gross negligence or willful misconduct of Association or its agents, employees, contractors, and

subcontractors; provided, however, that Association shall not be liable for that portion of any damages or injury caused by direct failure of Lessee to comply with its obligations hereunder or by reason of the willful acts or omissions of Lessee, its employees, contractors or agents. The rights and obligations of this Section shall survive the termination or expiration of this Agreement.

14. Waiver of Subrogation. To the extent permitted by their respective insurance policies, the Parties shall obtain and maintain throughout the term of this Agreement, in their respective insurance policies and other policies required to be maintained hereunder, provisions to the effect that such policies shall not be invalidated should the insured waive, in writing, before loss, any or all right of recovery against any party for loss occurring. Assuming such or similar provisions are included in the respective party’s insurance policies then in force and other policies required to be maintained hereunder, that Party hereby waives any right of recovery against the other Party for any loss occasioned by fire or other casualty that is an insured risk covered under such policies, irrespective of applicable deductibles. The rights and obligations of this Section shall survive the termination or expiration of this Agreement.  The Association shall not be liable to Lessee for any damage by or from any act or negligence of any owner or occupant of adjoining or contiguous property.

15. Entry. Association and its agents, employees, and authorized representatives shall have the right during reasonable business hours (except in the case of an emergency or to ensure the safety of the Common Elements, wherein the Association shall have unfettered access) to inspect the Parking Garage and Meeting Rooms or access the Parking Garage and Meeting Rooms for such purposes as Association deems fit in its reasonable discretion and such parties shall further have the right during reasonable business hours to affect such maintenance, repairs, replacements, alterations, and improvements to the Parking Garage and Meeting Rooms as Association deems fit in its reasonable discretion (collectively, the “Repairs”); provided, however, that any such inspections or Repairs must be done in a way to best minimize the impact to Lessee’s business operations contemplated hereunder and further that any such areas shall be fully restored, cleaned and otherwise left in the same or better condition than originally found by the Parties. In no event shall Association be liable to Lessee for economic damages, or shall Lessee be relieved from full performance of its obligations under the Agreement, as a result of such inspections, access, or Repairs, except to the extent Lessee’s performance hereunder is prevented as a direct result of such inspections, access, or the Repairs.

16. Notices. All notices required or desired to be given under this Agreement shall be in writing and shall be deemed given when either delivered personally or deposited in the United States mail, certified mail, postage prepaid, return receipt requested, or by overnight courier with tracking (such as FedEx) to the Parties at the following addresses, or such other addresses as hereinafter indicated by appropriate written notice:

If to Association:4111 South Ocean Drive Condominium Association, Inc.

315 S. Biscayne Boulevard, 4th Floor

Miami, Florida 33131

Attention: President

If to Lessee:Sotherly Hotels

410 West Francis Street

Williamsburg, Virginia 23185

Attention: David Folsom, President

17. No Recording. The Parties acknowledge and agree that this Agreement shall not be recorded in the public records; This Agreement shall also constitute an official record of the Association pursuant to F.S. 718. 111.

18. Sales Tax. The Parties acknowledge and agree that all Rent Payments due by Lessee to the Association hereunder include any applicable sales and use taxes or other similar taxes, if any, now or hereafter levied or imposed by any city, state, county or other governmental body having authority on Rent and that Lessee shall not be responsible for any such additional amounts and/or to remit the same.

19. Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon

that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health department.   [Note: This paragraph is provided for informational purposes pursuant to section 404.056(5), Florida Statutes.]

20. Florida Chapter 713.10. In accordance with the applicable provisions of Chapter 713 of the Florida Statutes, Lessee has no authority to and shall not create any liens for labor or material on or against the Condominium or any interest therein, and no such liens shall extend to the interest of the Association in the Condominium under any circumstances. Lessee agrees to notify all materialmen, suppliers, contractors, mechanics, or laborers involved with demolition, construction, installation, alteration or repair of any improvements on, within or about the Condominium at Lessee’s request, that such party must look only to Lessee or Lessee’s other property interests for payment. All such materialmen, suppliers, contractors, mechanics and laborers may be put on notice that they must look only to Lessee and to Lessee’s interest in the Premises for such work or improvements as provided in this Section by the recordation, at the Association’s option, of a notice in accordance with Florida Statutes 713.10 in the Public Records of Broward County, Florida. Additionally, Association has no authority to and shall not create any liens for labor or material on or against the Unit, the Garage and/or Meeting Rooms, or any interest therein. Association agrees to notify all materialmen, suppliers, contractors, mechanics, or laborers involved with demolition, construction, installation, alteration or repair of any improvements on, within or about the Condominium at Lessee’s request, that such party must look only to the Association or Association’s other property interests for payment. All such materialmen, suppliers, contractors, mechanics and laborers may be put on notice that they must look only to the Association for such work or improvements as provided in this Section by the recordation, at the Lessee’s option, of a notice in accordance with Florida Statutes 713.10 in the Public Records of Broward County, Florida

21. Event of Default; Landlord’s Remedies. The happening of any one or more of the following events shall constitute an “Event of Default”: (a) Lessee fails to pay when due any Rent Payment, and such default continues for five (5) business days after receipt of written notice from the Association; (b) Lessee fails to comply with its obligations under any provision of this Agreement not requiring the payment of money, and such failure continues for a period of thirty (30) days after written notice of such default is delivered to Lessee including by way of example, failure to provide the Services at the Standard; (c) either Party fails to abide by the terms of this Agreement; provided, however, if such condition cannot reasonably be cured within such 30-day period, it instead shall be an Event of Default if Lessee fails to commence to cure such condition within such thirty (30) day period and thereafter fails to prosecute such action diligently or fails to cure the same within 90 days (unless such cure cannot reasonably be accomplished within such 90 day period). An Event of Default shall constitute a breach of this Agreement for which the Association shall have the rights and remedies now or hereafter allowed by law, whether legal or equitable, and all rights and remedies of the Association shall be cumulative and none shall exclude any other right or remedy; provided, however that regardless of an Event of Default, the Association shall not have the right to terminate this Agreement during the Initial Term or any Renewal Term except as otherwise authorized under Section 718.302, F.S. In the Event of Default, by the Association, Lessee shall provide written notice of the same to Association and Association shall forthwith cure such Event of Default within five (5) business days after receipt of written notice from Lessee. If such Event of Default by the Association is not cured with five (5) business days, Lessee shall have all rights and remedies now or hereafter allowed by law, whether legal or equitable, and all rights and remedies of the Lessee shall be cumulative and none shall exclude any other right or remedy.

22. Miscellaneous. The unenforceability, invalidity or illegality of any provision of this Agreement shall not render the other provisions unenforceable, invalid or illegal. This Agreement shall be construed and interpreted in accordance with the laws of the State of Florida, without giving effect to conflict-of-law rules and principles of said State. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter

hereof, and there are no prior or contemporaneous oral or written representations, promises or agreements not expressly referred to herein. This Agreement may not be amended or modified hereafter except by a written agreement signed by the Parties. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective  legal  representatives,  and  permitted  successors,  transferees  and  assigns. Paragraph headings are included solely for convenience, are not to be considered part of this Agreement and are not intended to modify, explain or to be a full or accurate description of the content thereof. This Agreement may be executed in counterparts with the same effect as if both Parties had executed the same document. Both counterparts shall be construed together and shall constitute a single Agreement. This Agreement embodies the entire agreement between the Parties hereto with relation to the transaction contemplated hereby, and there have been and are no covenants, agreements, representations, warranties or restriction between the Parties hereto with regard thereto other than those specifically set forth herein. It is understood and agreed that this Agreement shall be binding upon and inure to the benefits of the heirs, personal representatives, successors and assigns of the Parties. In the event that either Party should retain counsel and/or institute any suit against the other for violation of or to enforce any of the covenants or conditions of this Agreement, or should either Party intervene in any suit in which the other is a Party to enforce or protect its interest or rights hereunder, the prevailing Party in any such suit shall be entitled to all of its costs, expenses and reasonable fees of its attorney(s) (if and to the extent permitted by law) in connection therewith. This Agreement shall be governed by the law of the State of Florida. All judicial proceedings brought by or against any Party, shall be brought in the courts of the State of Florida sitting in Broward County, Florida, and, by execution and delivery of this Agreement. The Parties each acknowledge and agree that the undersigned representative of each Party has the legal requisite authority to bind the applicable Party to the terms of this Agreement and that such Party does so knowingly with a full understanding of the nature and meaning of each provision of this Agreement. Additionally, that each Party had the benefit of professional advice rendered by independent legal counsel of their own selection prior to entering into this Agreement (or knowingly waived same) and has executed this Agreement only after carefully considering each term of this Agreement and fully discussing the same with counsel of their choice. The Parties further acknowledge and agree that each of them and their respective counsel have reviewed and revised this Agreement and that this Agreement has been voluntary and consensually negotiated at “arm’s length.” Accordingly, this Agreement shall be deemed to have been written jointly by the Parties, and the Parties agree and acknowledge that no rule of construction which would result in an interpretation or construction of this Agreement in favor or to the detriment of one of the Parties or the other shall apply in construing or interpreting this Agreement or any part of it.

THE PARTIES EACH HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND FOREVER WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS AGREEMENT OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY EACH PARTY AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH PARTY IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY EACH PARTY. The rights and obligations of this Section shall survive the termination or expiration of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have each caused this instrument to be executed in its respective corporate name by its duly authorized officer as of the day and date first above written.

WITNESSES:
	ASSOCIATION:
By:
	4111 SOUTH OCEAN DRIVE CONDOMINIUM ASSOCIATION, INC., a Florida not for profit corporation
Name:
By:	By:
Name:	Name:
	Title:
WITNESSES:
	LESSEE:
By:
Name:	SoTHERLY Hotels Inc.
	By:
By:	Name:
Name:	Title:

SCHEDULE “1”

GRAPHICS

EXHIBIT “A”

SERVICES

EXHIBIT “B”

UNITS WITH
COMMITTED PARKING SPACES

EXHIBIT “C”

RULES AND REGULATIONS

EXHIBIT “D”

EXHIBIT “F”

Form of HOA Management Agreement

ASSOCIATION MANAGEMENT AGREEMENT

THIS ASSOCIATION MANAGEMENT AGREEMENT (this “Agreement”) is made effective as of this of , 2016, by and between 4111 SOUTH OCEAN DRIVE CONDOMINIUM ASSOCIATION, INC., a Florida not-for-profit corporation (the “Association”) and MHI HOSPITALITY TRS, LLC, a Florida limited liability company, trading as SOTHERLY HOTELS, INC. (NASDAQ: “SOHO”), a publicly traded real estate investment trust (collectively, the “Management Company”). The Association and the Management Company may hereinafter each be referred to as a “Party” or, collectively, as the “Parties.”

WITNESSETH:

A. WHEREAS, the Association is the entity responsible for the operation of 4111 SOUTH OCEAN DRIVE CONDOMINIUM (the “Condominium”) located in Hollywood, Florida, pursuant to that certain Declaration of Condominium recorded on March 28, 2014 in Official Records Book 50656, Page 1212, of the Public Records of Broward County, Florida (as modified or amended from time to time, collectively the “Declaration”), which Condominium consists of a total of four hundred seven (407) Residential Units (consisting of three hundred sixty-seven (367) Resort Units, forty (40) Traditional Units and six (6) Commercial Units) (collectively, the “Units”); and

B. WHEREAS, the Association desires to retain the Management Company, and the Management Company desires to be so retained, to operate and manage the Association, the Common Elements (as defined in the Declaration) and the Condominium and to furnish management services to the Condominium for the Association.

C. WHEREAS, the Management Company consists of a group of companies formed in the customary UPREIT structure inclusive of its independent management company, Chesapeake Hospitality, and it is acknowledged and agreed to by the Parties that the services to be provided hereunder by the Management Company may be provided by any one or more of such entities.

NOW, THEREFORE, for and in consideration of the mutual promises contained herein and Ten and No/100 dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed by and between the Parties as follows:

1. Recitals and Terms. The above recitals are true and correct and are incorporated herein by this reference. Unless otherwise defined in this Agreement, any defined terms used herein shall have the meaning set forth in the Declaration, unless the context otherwise requires.

2. Engagement. The Association does hereby engage the Management Company as the manager of the Condominium and the Association, and the Management Company hereby accepts such engagement, on the terms and conditions hereinafter set forth. The Management Company, by the execution of this Agreement, assumes and undertakes to perform, carry out and administer all management, operational and maintenance responsibilities set forth in Section 5 and Section 6 hereof and otherwise in this Agreement, in accordance with the Condominium Documents (as hereafter defined), this Agreement and applicable laws. Such assumption of obligations is limited, however, to operation and management of the Association and maintenance of the Condominium, as agent and does not require the Management Company to pay any of the costs and expenses which are the obligation of the Association, except as specifically assumed by the Management Company in this Agreement.

Schedule 2

3. Term. The term of this Agreement shall commence as of the date that 4111 South Ocean Drive, LLC, a Florida limited liability company (the “Developer”) obtains a temporary certificate of occupancy for the Condominium, or such earlier date as may be mutually agreed upon in writing by the Parties (the “Commencement Date”), and shall be for a period of twenty (20) years, with the services described herein commencing on the Commencement Date and terminating on the 20th anniversary date of the Commencement Date (the “Initial Term”). Following the Initial Term, this Agreement shall automatically renew for four (4) consecutive periods of five (5) years each (each a “Renewal Term”). The Initial Term together with the Renewal Term shall be collectively referred to herein as the “Term”. The Parties agree that the Association shall not have the right to terminate this Agreement during the Term except as otherwise authorized under Section 718.302, F.S. or upon the mutual written agreement of the Parties. Without limiting the foregoing, the Management Company may cancel this Agreement in its discretion at anytime upon providing ninety (90) days written notice to the Association.

4. Materials. The Parties acknowledge that all of the Management Company’s personal and intellectual property related to its operation of the Association and the Condominium including, but not limited to, the Management Company’s trade name, trademarks, service marks, and software programs and the trade names, trademarks, service marks, equipment, inventory, the License Agreement (hereinafter defined) and software programs of the Management Company’s affiliates or subsidiaries (collectively, the “Materials”) are, and always shall be, the personal property of the Management Company. The Parties further expressly agree that upon termination of this Agreement for any reason hereunder, the Association shall abstain from using the Materials and shall return any Materials in its possession to the Management Company within fifteen (15) days after termination of this Agreement, and similarly the Management Company shall within the same time period leave or return all materials that are the personal property of the Association. Immediately upon such termination, all interior and exterior signs and graphics bearing any of the Materials, shall be physically removed from the premises or otherwise covered or obliterated so as not to be visible to the public, all at the Association’s sole cost and expense. After termination of this Agreement, under no circumstances shall the Association, or any person acting on behalf of the Association, directly or indirectly hold itself or the Condominium out to the public as being or remaining affiliated with the Management Company. Notwithstanding the foregoing, any turnover of management responsibility shall be conducted in a professional manner so as not to unreasonably interfere with ongoing management of the Condominium, including such matters as reservation systems and the like (giving respect and operation to the ownership of any proprietary software or hardware systems that may belong solely to the Management Company), and to this end the Management Company shall sign any and all consents, assurances and assignments or similar agreements reasonably necessary to permit the Board to continue or replace any nonproprietary reservation systems provided by third parties under lease, license or other agreement. Notwithstanding anything to the contrary in this Agreement, within thirty (30) days of any termination of this Agreement, the Association shall pay to the Management Company any and all accrued management fees, costs and/or other reimbursements due under this Agreement without delay.

5. Management Company’s Responsibilities. The Management Company shall be responsible for the efficient and satisfactory proper management and operation of the Association and maintenance of the Condominium in accordance with the Agreed Standard (as hereinafter defined) and otherwise as required by this Agreement, subject to the limitations of the Association’s budget established from time to time pursuant to Section 6(d) below. The Association hereby acknowledges and agrees that pursuant to the terms of this Agreement and in consideration of the Management Fee described in Section 12 below, the Management Company shall perform itself, hire personnel to perform, or procure providers to perform all services necessary for the performance of the Management Company’s obligations hereunder, and shall supervise the

Schedule 2

performance of all services provided to, or on behalf of, the Association pursuant to this Agreement. Such services shall include, but not be limited to, management information systems services provided by or through the Management Company, which shall be reimbursed to the Management Company in an amount provided in the Association’s budget.

(a) Employees. The Management Company shall, on behalf of the Association, hire, pay and supervise the necessary employees (which shall not be less than one (1) employee) to properly, efficiently, and prudently perform the duties and responsibilities of the Management Company set forth herein; and the Management Company shall hire, pay and supervise employees to provide for services not obtained by a separate provider pursuant to Section 5(b) below. Any persons actually hired by the Management Company shall be the employees of the Management Company, the expense of such employees being included as an expense in the Association’s budget, such expense not to exceed the limits set forth in Schedule “1”. The Management Company, subject to the approved budget, shall hire and supervise such employees as may be required from time to time to perform its duties pursuant to this Agreement in its sole discretion. All matters pertaining to the employment, interviewing and screening process, supervision, compensation, promotion and discharge of employees of the Management Company required to provide the services hereunder are the responsibility of the Management Company. The Management Company shall carry workers compensation insurance, and any other insurance, for such employees as required by law. The Association acknowledges that with respect to employees who are needed only on a part-time basis in connection with the management, operation and maintenance of the Association and the Condominium, if any, such employees may also be used by the Management Company, or a corporation or person controlled by, under common control or affiliated with the Management Company at other projects managed by the Management Company, or a corporation or person controlled by, under common control or affiliated with the Management Company (and such employees will be paid by the Management Company or such affiliate as to such other work); provided that the Association shall only be responsible for payment of expenses relating to such employees incurred from performing services on behalf of the Association and/or at the Condominium in accordance herewith.

(b) Procurement of Separate Providers of Services. The Parties expressly agree that the Management Company may procure necessary services for the Condominium from third parties or may provide such services itself. The Management Company shall deal at arm’s length with all third parties and shall serve the Association’s interests at all times; provided, however, that nothing contained herein shall prevent the Management Company from procuring necessary services from an affiliate of the Management Company including, without limitation, Chesapeake Hospitality, or a procurement services company in which an affiliate of the Management Company has an ownership interest, on terms and conditions no less favorable to the Association than those that would be generally required by unaffiliated persons or entities for comparable services, if applicable, or for the sale or lease of comparable goods, provided that the Management Company provides prior written notice to the Board disclosing the affiliation and it is otherwise commercially reasonable to enter into the transaction and all discounts or incentives of any kind or nature received by the Management Company or its affiliate inure to the benefit of the Association pursuant to Section 7 below. For purposes of this Agreement, the term “affiliate” shall mean all partnerships, corporations, limited liability companies or other entities controlling, controlled by, or under common control with the Management Company or one of its members including, without limitation, Chesapeake Hospitality. “Control” for these purposes shall mean the ability to influence, direct or otherwise significantly affect the major policies, activities or actions of any person or entity.

In procuring providers of specific services from any source pursuant to its authority hereunder, the Management Company shall enter into service agreements on behalf of the Association based upon the following factors:

(i) the quality of work obtainable for the desired level of service, and

Schedule 2

(ii) a reasonable, practicable price for the service obtainable in the local market. 

The Management Company shall use its reasonable judgment in good faith in evaluating these factors with respect to each proposed service; provided, however, if it is commercially reasonable in the given instance, nothing contained herein shall require the Management Company to obtain the lowest price available as to any service, material or purchase, or in instances where bids are obtained, to accept the lowest bid.

To the extent permitted by law, the Management Company shall have the authority to enter into (and cancel) any service agreements contemplated pursuant to this Section, in either the Association’s or the Management Company’s name, as determined by the Management Company in its reasonable discretion, subject to the requirements of the Baord. Furthermore, subject to the constraints of the Association’s budget, the Association hereby agrees to execute on its own behalf such service agreements as are deemed necessary or desirable by the Management Company from time to time to effectuate the obligations set forth in this Agreement. Subject to the constraints of the Association’s budget, the costs of any agreements entered into by the Management Company pursuant to this Section shall be a “Common Expense” of the Association.

6. Power and Duties. To meet its obligations set forth herein, the Management Company shall have all the powers and duties of the Association as set forth in the Declaration, Bylaws for the Association, and the Rules and Regulations for the Condominium (collectively, the “Condominium Documents”) (except such thereof as are specifically required to be exercised by the Board, the Association or Unit Owners or that are non-delegable under the Condominium Documents or applicable law). By way of illustration and not of limitation, subject to the foregoing, the Management Company’s powers and duties hereunder shall include the following:

(a) Condo-Hotel. The Management Company shall be responsible, subject to the reasonable cooperation of the Board, for ensuring that the operation of the Condominium is in compliance with the requirements and obligations of the requirements of the definition of “Condo-Hotel” set forth in Section 2.2 of the City of Hollywood’s Zoning and Land Development Regulations (as same may be renumbered) and other applicable zoning regulations and the requirements of Chapter 509, Florida Statutes.

(b) Condominium Operations. The Management Company shall select and facilitate the engagement of third parties on behalf of the Association for, among other things: (i) the general operation of the Association and Condominium; (ii) security; (iii) front desk check-in and check-out services; valet services; and (iv) any other operational matters relating to the Association and/or Condominium including, without limitation, legal counsel. To the extent that the Association is so permitted, the Management Company, and persons designated by the Management Company, shall hereby be permitted to enter into Condominium Units for the purposes of fulfilling any provisions of this Agreement. The Management Company shall ensure that Condominium operation services are performed as required.

(c) Accounting and Financial Reporting. The Management Company shall have the following powers and shall be responsible for the following duties concerning accounting and financial reporting services for the Association:

(i) The Management Company shall provide the day-to-day bookkeeping services, as needed or monthly, necessary to pay the bills of the Association. This service shall include, but not be limited to, keeping all records of and performing all services in connection with the payment of bills, payrolls and such other items as may be provided for in the budget. Notwithstanding the foregoing, the Association acknowledges and agrees that the Management Company is not the accountant for the Association and that the Management Company will facilitate hiring (at Association’s sole cost) an outside independent certified public accountant to perform reviews

Schedule 2

of the Association’s financial records including, without limitation, providing an annual audit, as may be required by law. 

(ii) The Management Company shall bill and collect, on behalf of the Association, all regular and special assessments, as needed or monthly, from the Association's members and other revenues, which may be due the Association. The Association hereby authorizes the Management Company to request, demand, collect, receive and receipt for any and all assessments and charges which may be due the Association and to advise the Association's attorney to take such action in the name, and on behalf, of the Association by way of making, recording, satisfying or foreclosing the Association's liens therefor, initiating legal process or taking such other action as the Management Company shall deem necessary or appropriate, in its reasonable judgment, subject to the Board's approval (which approval shall not be unreasonably withheld or delayed), for the collection of such assessments and/or other charges or to enforce the rights of Association.

(iii) The Management Company shall ensure that all funds collected from the assessments of Unit Owners or otherwise accruing to the Association are timely deposited into operating and reserve bank accounts, as applicable (the "Account(s)") established by the Association, as custodian for the Association, so that said funds may be withdrawn therefrom to pay all expenses of operation and maintenance of the Condominium and the Association as needed and/or contemplated in the budget. The Account(s) will be styled so as to indicate the custodial nature thereof and the Management Company shall ensure that all such funds collected are kept separately, and not commingled with other funds collected by the Management Company as agents for other parties or otherwise. The Management Company shall not be liable for any loss resulting from the insolvency of any depository or the loss from any investment in connection with Association’s funds.

The Management Company is authorized to draw on the Association’s Account(s) for any payments to be made by the Management Company to discharge any liabilities or obligations incurred pursuant to this Agreement and in accordance with the Association’s budget, for the payment of the Management Fee (as defined herein), legal fees, or any other disbursements properly incurred on the Association’s behalf. Services to be performed pursuant to this subparagraph shall be performed as required. Notwithstanding the above, the Management Company must be authorized by the President of the Board, or by another Officer of the Board if the President of the Board cannot be contacted, prior to paying or authorizing emergency expenses exceeding $10,000.00.

(iv) The Management Company shall ensure that the Association’s financial record books, accounts and other records and Unit Owner roster are kept pursuant to the Association's By-Laws and pursuant to Chapter 718, Florida Statutes and issue certificates of account to Unit Owners and their mortgagees and lienors without liability of the Management Company for errors unless as a result solely of its gross negligence or willful misconduct. Such records shall be kept at the Management Company’s offices or at a location designated by the Management Company in accordance with Chapter 718, Florida Statutes, and shall be available for inspection pursuant to Section 718.111 (12), Florida Statutes, and for review and audit pursuant to Section 718.111(13), Florida Statutes. Services to be performed pursuant to this subparagraph shall be performed quarterly, and the Management Company shall use commercially reasonable efforts to produce reports more frequently upon the reasonable request of the Board, with the exception of the issuance of certificates of account which shall be performed as required (with fees for issuance of certificates and involvement in closings and other transfers to be customary and reasonable).

Schedule 2

(v) The Management Company shall ensure that an annual compilation, review or audit of the financial records shall be made by an independent certified public accountant employed by, and at the sole cost and approval of the Association and at such times as determined by the Management Company and/or Board. The Association agrees to cooperate in the preparation of such financial statements and use all reasonable efforts to have the annual audited statement completed within 120 days after the end of the year (or as otherwise stated in the Bylaws). Services to be performed pursuant to this subparagraph shall be performed annually or as may be otherwise required by applicable law. 

(vi) The Management Company shall ensure that a certified public accountant is engaged, as necessary, for the preparation of any tax returns or forms or other filings required by any local, state or federal agency, and the Management Company will provide any assistance necessary or requested in the compilation of financial data from the books and records of the Association required for the completion of these filings and returns. Services to be performed pursuant to this subparagraph shall be performed no less than annually.

(vii) The Management Company shall prepare, as needed, all payrolls and file the necessary forms, as needed, for employment insurance, withholding any social security taxes and all other forms relating to employment of the Management Company’s and/or Association's employees, if any, required by federal, state or municipal authorities. All expenses incurred in providing this service shall be a direct pass through cost to the Association and shall be charged in accordance with the provisions set forth in Section 12 of this Agreement.

(d) Annual Budget. Annual budget services shall include the preparation of a recommended estimated annual operating budget and reserve budget, if applicable, for the Association setting forth an itemized statement of anticipated receipts and disbursements based upon the then current schedule for assessments and taking into account the Association’s financial needs and the general condition of Condominium. Said estimated budget, together with an explanatory statement, shall be submitted to the Association for final draft at least thirty (30) days prior to the budget meeting. The estimated operating budget shall serve as a supporting document for the schedule of assessments. The annual budget may be revised from time to time during the year. Should a special assessment be required during the year, it shall be recommended and presented by the Board for adoption in compliance with the Condominium Documents and applicable law. Services to be performed pursuant to this subparagraph shall be performed annually or as needed.

The Parties acknowledge that the Association budget’s Common Expenses are based upon, among other factors, estimated projected monthly and annual expenses and will fluctuate based upon the actual versus projected expenses. Accordingly, the Parties recognize and acknowledge that all references to the Association budget and the “limitations of the Association budget” throughout this Agreement imply that, from time to time, reasonable adjustments and fluctuations, especially in labor costs, insurance and other areas will occur and should be part of the budget process consideration.

(e) Operational Matters. The Management Company shall prepaer and send, as needed, all letters, reports and notices as may be reasonably requested by the Board of the Association, or as required by the Condominium Documents and Chapter 718, Florida Statutes (and regulations thereunder) with respect to letters, documents, budgets, and notices to the Unit Owners and Board members, and attend monthly meetings of the Board of Directors, annual meeting, budget meeting and any other general membership meeting of the Association and file minutes thereof, which minutes shall be prepared and recorded by the Association or its designee. Notwithstanding the forgoing, the Parties acknowledge and agree that all legal notices to the Unit Owners, Board members, and/oror other parties shall be prepared by the Association’s legal counsel, at Association’s cost, and shall not be the responsibility of the Management Company to draft. Additionally, in the event the

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Management Company representative(s) is(are) required to attend more than one (1) afterhours night meeting per month, the Management Company may charge reasonably additional hourly rates for such overtime services. 

(i) Coordination of Annual and Special Meetings of Unit Owners.

a. The Management Company shall ensure that a representative of the Management Company attends all meetings of the Unit Owners (unless excused from attendance by the Board) and that notices of all such meetings are delivered via mail or personal delivery (and/or email, to the extent permitted) to all Unit Owners at the last address shown in the Association’s official records and in accordance with the Condominium Documents (or otherwise given in accordance with the Bylaws and the Act).

b. The Management Company shall be responsible for providing assistance to the Board in preparing an agenda for all such meetings and in preparing any reports, charts or other materials for presentation at such meetings that are requested by the Board. The Management Company shall also be responsible for preparing a draft of the minutes of all such meetings for review and approval by the Association’s secretary and/or legal counsel.

c. Services to be performed pursuant to this subparagraph shall be performed as reasonably required.

(ii) Coordination of All Board Meetings.

a. The Management Company shall ensure that a representative of the Management Company attends all meetings of the Board (unless excused from attendance by the Board) and that notices of all such meetings are delivered via mail, email or personal delivery to all members of the Board.

b. The Management Company shall be responsible for providing assistance to the Board in preparing an agenda for all such meetings and any reports, charts or other material for presentation at such meetings that are reasonably requested by the Board. The Management Company shall also be responsible for preparing a draft of the minutes of all such meetings for review and approval by the Association’s secretary and/or legal counsel.

c. Services to be performed pursuant to this subparagraph shall be performed as reasonably required.

(iii) The Management Company shall provide regular quarterly reports to the Board of the status of pending and completed operations affecting the Association.

(f) Concierge Services. Management Company shall provide concierge services such as those described below:

(i) Base Concierge Services. Management Company shall provide concierge services to Unit Owners pursuant to the Brand Agreement, STR (as hereafter defined), and the Standard, all at the Association’s sole cost as a Common Expense and/or Residential Limited Common Expense. Additionally, any other services (e.g., seamstress, laundry, dry cleaning, spa, restaurant, transportation, etc.) that may be facilitated by the Management Company from time

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to time to third parties invitees and/or Unit Owners, their guest and invitees, shall be paid for directly by such respective third party and/or Unit Owner, their invitees and guests and the Management Company shall not be responsible for any charges or costs relating to the same. 

(ii) Valet Parking Service. Management Company shall provide valet parking services for Unit Owners who own a Unit or Condominium tenants who lease parking spaces in the Condominium garage (in lieu of the Unit Owner) and may assess such Unit Owners and/or their tenants guests and invitees a valet parking fee to cover the cost of the valet parking service, subject to the terms of the Condominium Documents and/or may charge any costs of same as a Common Expense and/or Residential Limited Common Expense. The Parties acknowledge the existence of a separate lease agreement between the Parties regarding the garage area, associated facilities, and valet operations (the “Lease”). The Parties agree that in the event of a conflict between the Lease and this Agreement, the terms of the Lease shall control.

(iii) Additional Services. Management Company agrees to make available to each Unit Owner certain additional services for which no price list is at this time established, such as housekeeping and linen services, and maintenance and repair services (collectively, “Additional Services”). In such event, each Unit Owner will pay the Management Company directly for all costs and expenses associated with providing and billing for the Additional Services to that Unit Owner on a monthly or more frequent basis, as determined by the Management Company; Management Company shall have no responsibility for the costs and expenses thereof, nor shall any such cost be a Common Expense or Residential Limited Common Expenses. Management Company shall require a valid credit card on file for each Unit Owner to which such expenses may be charged in connection with any such Additional Services.

(iv) Revision of Services/Termination of Services. The Management Company shall have the right to revise from time to time the Additional Services. Additionally, Management Company shall have the right to terminate Additional Services to any Unit Owner that fails to provide Management Company with a valid credit card.

(v) Unit Owners’ Responsibility. Each Unit Owner shall be directly liable to Management Company for payment of Additional Services provided to that Unit Owner, or such Unit Owner’s guests, invitees and/or tenants. Nothing in this Agreement or in the Condominium Documents is intended to prevent or shall be used by the Association to prevent the Management Company from seeking recovery from any delinquent Unit Owner. The Management Company shall not be obligated to provide Additional Services to any Unit Owner that fails to pay charges for such services on time or otherwise abuses the use of those services in Management Company’s reasonable discretion.

(g) Engagement of Professionals. The Management Company shall, as needed, at the Board's reasonable approval and at Association’s expense and as agents of the Association, retain and engage such attorneys, accountants, insurance consultants, tax consultants and other experts and professionals whose services may be reasonably required to effectively perform its duties and exercise its powers hereunder and shall engage same on such basis as it deems most beneficial as fiduciary for the Association. Services to be performed pursuant to this subparagraph shall be performed as required.

(h) Licenses and Permits. The Management Company shall maintain in the Condominium Association’s

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name (unless required to be maintained in the Management Company’s name on behalf of the Association), all licenses and permits required to be obtained in connection with the management and operation of the Condominium. The Association shall execute and deliver any applications and other documents and otherwise cooperate to the fullest extent with the Management Company in applying for, obtaining, and maintaining such licenses and permits. The cost of obtaining and maintaining any of the foregoing licenses or permits, including satisfaction of any requirements therefor, shall be a Common Expense at the sole cost of Association, except that the Management Company shall bear the costs of the community association management (CAM) license required to be maintained by the Management Company for management of the Association. 

Compliance with Laws. The Management Company is authorized to and shall be responsible for taking such action as may be reasonably necessary for Association to materially comply with all laws, statutes, ordinances, and rules of all appropriate governmental authorities. Services to be performed pursuant to this subparagraph shall be performed as required. Notwithstanding the foregoing, the Management Company shall not be responsible for any non-compliance issues relating to the Condominium and/or the costs relating to Association curing the same including, without limitation ADA compliance.

Additionally, the Management Company shall take such actions, as may be reasonably prudent in the Management Company’s opinion, to timely report to the Board any violations actually known by the Management Company of, all pertinent laws, statutes, ordinances and rules of all appropriate governmental authorities having jurisdiction, and to advise Unit Owners and occupants of Units of the need to comply with, any of any violations actually known by the Management Company of, the Declaration, Articles of Incorporation and By-Laws of the Association and applicable rules and regulations (the “Condominium Documents”), in connection with the operation of the Association and/or conditions relating to the Condominium; provided, however, that notwithstanding anything contained in this Agreement to the contrary, in no event shall the Management Company be liable for the failure of the Association, the Board, the Unit owners, their invitees or guests, occupants of Units, and/or third parties to comply with all laws, statutes, ordinances and rules of governmental authorities and the Declaration, Articles of Incorporation, By-Laws of the Association and applicable rules and regulations of the Condominium.

(i) Condominium Documents and Rules and Regulations. The Management Company may, from time to time, suggest to the Board amendments to the Condominium Documents and Rules and Regulations as the Management Company deems advisable and shall be consulted by the Board prior to adoption of any amendments to the Condominium Documents and/or Rules and Regulations. Management Company shall provide (or make available) to the Unit Owners a copy of the Rules and Regulations as adopted by the Board from time to time in accordance with the Condominium Documents. Management Company shall use commercially reasonable efforts to enforce the Rules and Regulations and to enforce the same in a non-discriminatory manner.

(j) Maintenance and Repair. The Management Company shall cause the Common Elements to be maintained and repaired including, but not limited to, landscaping, painting, cleaning and such other normal and extraordinary maintenance and repair work as may be necessary (all such maintenance and repairs to be at the sole cost of the Association). The Management Company shall have the right, without first obtaining the approval of the Association, to make emergency repairs and replacements to the Common Elements which, according to the Management Company's

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reasonable belief, are required to eliminate or avoid danger to persons or to property, or as are necessary in the Management Company's reasonable belief for the preservation of the Condominium and Association or for the welfare of persons or in order to avoid suspension of any necessary service to the Association. To the extent that the Association is so permitted, the Management Company, and persons designated by the Management Company, shall hereby be permitted to enter into Condominium Units for the purposes set forth in this subparagraph. Maintenance and repair services shall be performed as required. 

(k) Alterations and Additions. The Management Company shall coordinate all alterations or additions to the Common Elements or Limited Common Elements of the Condominium as authorized by the Board from time to time, pursuant to and in accordance with the Condominium Documents, and as permitted by law. Services to be performed pursuant to this subparagraph shall be performed as required.

(l) Damage to Property. If repair or restoration of the Condominium, or any portion thereof, including any Unit, Units or the Common Elements, is required due to loss by act of God, or by other cause, which is other than normal wear and tear, and which loss is less than “Major Damage,” as defined in the Condominium Documents, then in such event the Management Company shall perform such tasks as the Board may specifically authorize and empower the Management Company to perform in connection with repairing and restoring such loss consistent with the provisions in the Condominium Declaration and By-laws, including any requirements as to repair after casualty. Services to be performed pursuant to this subparagraph shall be performed as required.

(m) Insurance. The Management Company shall be responsible for obtaining and maintaining, as needed, all insurance policies required to be obtained and maintained by the Association pursuant to the Condominium Documents and applicable law, including, directors’ and officers’ liability insurance. To the extent permitted by law, the Management Company is hereby authorized to act as agent for the Association, each Unit Owner, and for each owner of any other insured interest and, further, if authorized by the Board, to adjust all claims arising under the insurance policies, subject to the provisions of the Condominium Documents. The Management Company, if authorized by the Board, may also file lawsuits and deliver releases upon payments of claims; to otherwise exercise all of the rights, powers and privileges of the insured parties, and to receive on behalf of the insured parties, all insurance proceeds, subject to the provisions of the Condominium Documents. The cost of all insurance obtained hereunder shall be a Common Expense of the Association. Services to be performed pursuant to this subparagraph shall be performed as required. The Management Company will name the Association as an additional insured on appropriate policies and the Association will name the Management Company as additional insured on its insurance policies.

(n) Board Authority. Notwithstanding the provisions of this Section 6 or other provisions of this Agreement to the contrary, management of the Condominium shall be at the discretion of the Board and subject to the requirements of the Board that do not conflict with this Agreement. No provision of this Agreement shall operate to amend or supersede any conflicting provision of the Condominium Documents, and in the event of any conflict between this Agreement and the Condominium Documents the Condominium Documents shall control.

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7. Right of Access. The Management Company shall have access to the Common Elements at all times, and to the Units to the extent permitted by law, as may be necessary to perform any of its obligations hereunder for the maintenance, repair or replacement of any portion of the Condominium and/or any Common Element contained therein or accessible therefrom, or for the making of emergency repairs therein necessary to prevent damage to any portion of the Condominium, Units and/or the Common Elements.

8. Fiduciary Duty. The Management Company shall act in a fiduciary capacity with respect to the proper protection of and accounting for the Association’s assets. In this capacity, the Management Company shall deal at arm’s length with all third parties and shall serve the Association’s interests at all times; provided, however, that nothing contained herein shall prevent the Management Company from procuring necessary services from an affiliate of the Management Company or a procurement services company in which an affiliate of the Management Company has a minority ownership interest, on terms and conditions no less favorable to the Association than those that would be generally required by unaffiliated persons or entities for comparable services, if applicable, or for the sale or lease of comparable goods, provided that the Management Company provides prior written notice to the Board disclosing the affiliation and it is otherwise commercially reasonable to enter into the transaction.

Inasmuch as the Management Company has a fiduciary relationship to the Association, the Management Company shall not solicit, offer to accept, or accept any thing or service of value from any person providing or proposing to provide goods or services to the Association and/or propose or enter into any agreement and/or arrangement wherein Management Company (or any affiliate of Management Company) may benefit, directly or indirectly (“self-dealing”), without first fully disclosing the potential relationship and benefit to the Board and then obtaining the President of the Association’s written authorization, which authorization shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, however, Association recognizes and agrees that the Management Company may at times give to its direct guests, and/or receive, a complimentary meal, spa service, rental unit stay, and/or other potential service for promotional and/or other reasons, and that the Management Company need not receive prior authorization to receive a benefit of less than $500 per instance (although the receipt of such benefit, just in each instance, be reported to Association in writing within ten (10) business days following Management Company’s knowledge of the receipt of such benefit) because the same shall be considered de minimus; provided further, however, that any such benefits given or received by the Management Company shall in no way cost the Association any cost or expense whatsoever or be self-dealing in nature.

This Agreement shall not be construed as prohibiting the Management Company, or any firm or corporation or any related person or entity controlled by the Management Company, from conducting or possessing an interest in any other business or activity, including, but not limited to, the ownership, financing, leasing, operation, development, management, advisory services and brokerage of real property, hotels, resorts and other hospitality businesses.

9. Authority to Purchase Materials and Supplies. The Management Company shall have the authority to purchase or lease, as needed, on behalf of the Association, all supplies, equipment, tools, vehicles, appliances, goods, and materials as may be necessary or desirable for the maintenance, upkeep, repair, replacement and preservation of the Condominium, the Common Elements and/or Units and to otherwise perform its duties and responsibilities for the Association pursuant to this Agreement; provided, however, any and all such purchases shall be made in the name of and at the expense of the Association.

The Management Company may contract with its affiliates, provided that such contracts are commercially reasonable, subject to the requirements of Sections 5(b) and 7 hereof. Provided that it is otherwise

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commercially reasonable to do so, nothing contained herein shall be construed to require the Management Company to accept the lowest bid. Purchases shall be in the name of the Association and shall be a Common Expense of the Association. All purchases made pursuant to this paragraph shall be made on an as required or desirable basis. The Management Company may purchase such materials from an affiliate of the Management Company or a procurement services company in which an affiliate of the Management Company has a minority ownership interest, on terms and conditions no less favorable to the Association than those that would be generally required by unaffiliated persons or entities for comparable services, if applicable, or for the sale or lease of comparable goods, provided that the Management Company provides prior written notice to the Board disclosing the affiliation and it is otherwise commercially reasonable to enter into the transaction. Notwithstanding anything contained herein to the contrary, all personal property of the Management Company, including property acquired by the Management Company with its own funds, during the term of this Agreement, shall remain the property of the Management Company regardless of the use of such property in carrying out the Management Company’s duties and obligations under this Agreement.

Discounts or incentives of any kind or nature obtained by the Management Company or an affiliate of the Management Company for such purchases of goods or services shall inure to the benefit of the Association in equal proportion to the other properties benefiting from the purchasing relationship in the reasonable discretion of the Management Company.

By not later than two (2) months after the Commencement Date, the Management Company shall establish for the Association, to the Board’s satisfaction, a clearly defined program and policy for identifying, tracking, and inventorying all existing and after-acquired personal property and materials.

10. Agency. All actions taken by the Management Company with respect to management and maintenance under the provisions of this Agreement shall be taken as agent for the Association and all obligations or expenses incurred in the performance of the Management Company's duties and obligations shall be, to the extent incurred in accordance with this Agreement, for the account, on behalf, in assistance and at the expense of the Association, except as is otherwise expressly provided herein.

Notwithstanding any provision contained in this Agreement or the Condominium Documents to the contrary, the Management Company shall not be required to undertake to pay any costs or expenses for the benefit of the Association or Unit Owners from its own funds, and shall only be required to perform its services and make disbursements to the extent that, and as long as, the payments of assessments received from the Unit Owners are sufficient to pay said costs and expenses in full. If it shall appear to the Management Company that said assessments are insufficient to pay the same and to adequately provide full reserves, if budgeted for, then the Management Company shall forthwith notify the Board and request a special assessment to be levied upon the Unit Owners, and such request is to be promptly and reasonably approved by the Board.

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The Management Company agrees to indemnify and hold the Association, its officers, directors, employees, agents, and attorneys harmless and to save and defend them from and against all liabilities, including associated attorneys' fees and costs on the trial and appellate levels, for injury, damage or accident to person or property and/or arising out of (a) the gross negligence, fraud or willful misconduct of the Management Company, (b) a breach of Management Company’s representations and warranties under this Agreement and/or (c) a material breach of this Agreement by Management Company. Similarly, the Association agrees to indemnify and hold the Management Company, its officers, directors, agents, employees, affiliated entities, and attorneys harmless and to save and defend them from and against all liabilities, including associated attorneys' fees and costs on the trial and appellate levels, for injury, damage or accident to person or property and/or arising out of the gross negligence, fraud or willful misconduct of the Association.

The covenants to indemnify hereunder shall survive the expiration or earlier termination of this Agreement.

11. Independent Contractor. The Parties hereby agree and acknowledge that the Management Company is an independent contractor of the Association.

12. Management Fee. The Management Company shall provide the services required of it hereunder, for which services the Association shall pay to the Management Company an annual management fee of Ninety Seven Thousand Six Hundred and Eighty Dollars ($97,680) (the “Management Fee”). Payment of the annual Management Fee shall be in addition to any other Reimbursable Costs (as defined below) paid to the Management Company by the Association pursuant to the terms of this Agreement. The Management Fee shall be payable by the payment on the first of each month in advance of an amount equal to one-twelfth (1/12th) of the annual fee (e.g., $8,140 per month). The Management Fee shall after the second calendar year following the issuance of the Certificate of Occupancy for the Condominium, be increased by 3% per annum over the fee for the immediately preceding calendar year, and shall continue to increase by 3% per annum each year thereafter.

Notwithstanding the provisions of the foregoing, the Parties understand and agree that (i) the provisions of this paragraph which, subject to its terms, fix the fees hereunder for a specified time, are made in recognition of the fact that virtually all of the management functions of the Association have been delegated to the Management Company hereunder, and (ii) if the term is renewed pursuant to the provisions of Section 3 hereof, the Management Fee shall be such fee as is mutually agreed to in advance by the Parties or if no such fee is mutually agreed to, then the fee shall be increased by three percent (3.0%) in each calendar year over the fee for the immediately preceding calendar year. Additionally, if the Association undertakes any action or incurs any expense in addition to those actions or expenses incurred by the Management Company, or as set forth in the budget prepared by the Management Company, the same shall be paid solely by the Association. If this Agreement is terminated pursuant to Section 3 above, then the Association shall continue to make the monthly payments of the Management Fee, together with any Reimbursable Costs (as hereafter defined) to be paid to the Management Company, on the first day of each month in advance during any termination or wind-up period, but in no event shall such period exceed sixty (60) days from the date of such termination or any prorated portion of the final month during which the Management Company continues to provide services to the Association.

13. Cost Reimbursement.

(a) To the extent provided for in the Association’s budget, and except as is otherwise expressly provided

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herein, to the extent incurred in accordance with this Agreement, the Association shall pay or reimburse the Management Company for the reasonable costs which may be incurred by the Management Company in providing services, materials and/or supplies (as are more particularly set forth by illustration in Exhibit “A” hereto, made a part hereof by the reference, the “Reimbursable Costs”), within fifteen (15) days of receipt of an invoice therefor. However, the Management Company shall not be entitled to reimbursement for salaries of the officers of the Management Company and corporate office overhead of the Management Company, as said items are actually included within the Management Fee. 

(b) Without limiting the provisions of Section 13(a) above, for restoration of Common Elements after Acts of God and/or other insurable claims such as, without limitation, hurricanes, fire or floods, the Association agrees to reimburse the Management Company five percent (5%) of the total costs of the project for overseeing the project to completion.

(c) Notwithstanding anything contained herein or in the Agreement to the contrary, to the extent that any Reimbursable Cost or other expenditure will exceed the line item amount allocated in the budget by an amount greater than $10,000, the Management Company shall receive written approval of the President of the Board prior to incurring such expense, except in the case of emergency.

14. Grievance Procedure. If the Board in its commercially reasonable opinion has a grievance relating to the management and operations of the Association or Condominium by the Management Company, then the Board shall promptly bring such matter to the attention of the general manager of the Management Company (the “General Manager”) in writing with copy to the Management Company. The Management Company will take such steps as are commercially reasonable in its discretion to promptly and appropriately address the grievance while complying with Federal, State and local laws. If the Board makes the recommendation that an individual employee be removed, then the General Manager shall conduct an investigation into the allegations and, if the grievance has merit, then the General Manager shall work with the Board to take such appropriate actions that are permitted by Federal, State and local laws to mitigate the problem to the reasonable satisfaction of the Board, if possible.

15. Interference. For so long as this Agreement remains in effect and is not properly terminated by the Association as herein provided, the Association shall not unreasonably interfere nor permit, allow or cause any of its officers, managers or Unit Owners to unreasonably interfere with the Management Company in the performance of its duties or the exercise of any of its powers hereunder. Conversely, while this Agreement is in effect, the Management Company will not interfere with the Board’s and Unit Owners’ rights of access to the books and records and budget information relating to the Condominium.

16. Indemnification. The Management Company agrees to indemnify and hold the Association, its officers and directors harmless and to save and defend them from and against all liabilities (including reasonable attorneys' fees and costs whether pre-trial, at trial, mediation or arbitration and/or in connection with any appeal), for injury, damage, or accident to persons or property to the extent resulting from the gross negligence or willful misconduct of Management Company, or from Management Company’s material breach of this Agreement.

The Association shall defend, indemnify and hold the Management Company (and its officers, directors, managers, members and employees) harmless from any liability (including reasonable attorneys' fees and costs whether pre-trial, at trial, mediation or arbitration and/or in connection with any appeal) for any claim including but not limited to injury, damage or accident to any member of the Association, a guest, lessee or

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invitee or to any other party, and for damage to property arising out of, or in the course of the performance of the duties contemplated hereunder, except such liabilities arising from the gross negligence or willful misconduct of the Management Company, or resulting from Management Company’s default of this Agreement.

All personal property moved into the Condominium shall be at the sole risk of the Association or the Unit Owner(s) as the case may be. The Management Company shall not be liable to the Association or others for any damage or injury to persons or property whatsoever including, without limitation, real or personal, arising from theft, vandalism, HVAC malfunction, bursting or leaking of water pipes, the presence of mold, mildew or any pollutant and any act or omission of any Unit Owner or occupant of the property, or of any other person, except if such damages or injuries are a result of gross negligence or willful misconduct of the Management Company. To the extent that such liability results from the Management Company's gross negligence or willful misconduct, Management Company shall indemnify and hold harmless the Association, its officers, directors and members. The provisions set forth in this Section shall survive the expiration or earlier termination of this Agreement.

17. Default:

(a) Default by Association. If the Board, Association or Unit Owners shall materially interfere with the Management Company in the performance of its duties or exercise of its powers hereunder, or if the Association shall fail to promptly do any of the things required of it hereunder and such failure or interference continues for thirty (30) days after the Management Company has given written notice of such failure or interference to any officer of the Association, the Management Company may thereupon declare this Agreement in default and the Management Company shall be entitled to pursue any adequate remedy at law including, without limitation, injunctive relief.

(b) Default by Management Company. If the Management Company shall fail to substantially perform its duties and obligations under this Agreement, and such failure continues for thirty (30) days after the Association has given written notice of such failure to the Management Company, the Association may thereupon declare this Agreement in default. Upon default, the Management Company shall have thirty (30) days to reasonably cure such default and/or commence such cure. Otherwise, the Association may terminate this Agreement by giving thirty (30) days prior written notice to the Management Company of its election to terminate this Agreement if the same is voted to be canceled by at least 75% the total Unit Owners pursuant to the requirements of Section 718.302, F.S., or upon the mutual written agreement of the Parties. In the event the Association terminates this Agreement, Management Company shall only be entitled to Management Fees through the date of termination (which fees will be prorated in the event the termination date occurs on a date other than the last day of a calendar month), and the Management Company shall reimburse the Association for any excess Management Fees that may have been previously paid to the Management Company.

(c) Remedies. Upon the occurrence of an uncured default by either Party, the non-defaulting Party may, in addition to any other remedy given it by agreement or in law or in equity, bring an action against the defaulting Party for damages, specific performance, injunctive relief, and/or such other rights and remedies as it may have in law or in equity. The non-prevailing Party shall be liable for the reasonable attorneys’ fees and costs incurred by the prevailing Party. All of such rights of the Parties on default shall be cumulative, and the exercise of one or more remedies shall not be deemed to exclude or constitute a waiver of any other or additional remedy.

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18. Miscellaneous.

(a) Assignment. This Agreement shall not be assigned by the Management Company without the prior written consent of the Association, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Management Company may, without the prior written consent of the Association, assign or subcontract the obligations set forth in this Agreement to an Affiliate of the Management Company including, without limitation, Chesapeake Hospitality. The term “Affiliate” for purposes of this Agreement shall mean an affiliate or subsidiary of Lessee, performing services similar to those performed by Management Company at the Agreed Standard.

(b) Governing Law; Waiver of Jury Trial; Venue of Actions. This Agreement shall be governed by, and shall be construed in accordance with, the laws of Florida. The Parties hereby waive any right they may have under any applicable law to a trial by jury with respect to any suit or legal action which may be commenced by or against the other concerning the interpretation, construction, validity, enforcement or performance of this Agreement or any other agreement or instrument executed in connection with this Agreement. In the event any such suit or legal action is commenced by either Party, the other Party hereby agrees, consents and submits to the personal jurisdiction of the courts in and for the county in which the Condominium is located (“Courts”), with respect to such suit or legal action, and each Party also hereby consents and submits to and agrees that venue in any such suit or legal action is proper in said Courts, and each Party hereby waives any and all personal rights under applicable law or in equity to object to the jurisdiction and venue in said Courts. Such jurisdiction and venue shall be exclusive of any other jurisdiction and venue.

(c) Waiver. No waiver of a breach of any of the covenants contained in this Agreement shall be construed to be a waiver of any succeeding breach of the same or any other covenant.

(d) Modification. No modification, release, discharge or waiver of any provision hereof shall be of any force, effect or value unless in writing and signed by the parties to this Agreement.

(e) Entire Agreement. This Agreement constitutes the entire agreement between the Parties with regards to the subject matter contained herein, and neither Party has been induced by the other by representations, promises or understandings not expressed herein, and there are no collateral agreements, stipulations, promises or understandings whatsoever, in any way touching the subject matter of this instrument, or the instruments referred to herein that are not expressly contained herein or in the Condominium Documents.

(f) Partial Invalidation. The invalidity in whole or in part of any covenant, promise or undertaking, or any paragraph, subparagraph, section, subsection, sentence, clause, phrase or words, or of any provision of this Agreement shall not affect the validity of the remaining portions hereof.

(g) Gender and Number. Whenever the context hereof so permits, the use of plural will include the singular, the singular the plural, and the use of any gender will be deemed to include all genders.

(h) Notices. Except as may be otherwise provided herein, any notice, demand, request, consent, approval or communication under this Agreement shall be in writing and shall be deemed duly given or made: (i) three days after being deposited, postage prepaid, in the U.S. mail, certified or registered mail with a return receipt requested, addressed to the Party at the address shown below; (ii) when delivered personally to the Party at the address specified below; (iii) when delivered by a

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reliable overnight courier service, fee prepaid, with receipt of confirmation requested, addressed to the Party as specified below; or (iv) when delivered by facsimile transmission with confirmed receipt of transmission. A Party may designate a different address or preference for transmittal of notice including email for receiving notices hereunder by notice to the other parties. 

To Association:	4111 South Ocean Drive Condominium Association 315 S. Biscayne Boulevard, 4th Floor Miami, Florida 33131
	Attn: President
To Management Company:	Sotherly Hotels, Inc. 410 West Francis Street Williamsburg, Virginia 23185 Attention: David Folsom, President
	and a copy that does not constitute Notice to:
	Solomon & Furshman, LLP 1200 Brickell Avenue, PH 2000 Miami, Florida 33131 Attn: Ben Solomon, Esq.

(i) Excusable Delays. In the event that a Party shall be delayed, hindered in or prevented from the performance of any act required hereunder by reason of strikes, lockouts, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrection, war, Act of God, or any other reason beyond the Party’s control, then performance of such act shall be excused for the period of the delay, and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay.

(j) Termination of Condominium. If the Condominium is ever legally terminated as set forth in the Declaration, then this Agreement shall automatically terminate.

(k) Agreed Standard. For so long as this Agreement remains in effect, the Parties agree that the Condominium shall be maintained in a manner consistent with the Project Quality Standards, as described in the Declaration, and with the Zoning Regulations. Project Quality Standards shall also include any standards required in order for the Condominium (inclusive of the food and beverage and spa operations) to quality for Preferred Hotels and Resorts status or equivalent upper upscale hotel standards evidenced by those brands so designated by Smith Travel Research (“STR”), or to the extent that STR does not exist, then such other equivalent hospitality industry brand designator. The Management Company shall be excused from its obligation to manage, operate and maintain the Association and Condominium Property in conformity with this Agreed Standard (i) to the extent and whenever the Management Company shall be prevented from compliance with such standard by causes beyond the reasonable control of the Management Company, including, without limitation, casualties, war, insurrection, strikes, lockouts, Acts of God and governmental actions; and (ii) to the extent and whenever budget limitations will not reasonably permit the Management Company to comply with such Agreed Standard, including limitations relating to the nature, quality, and quantity

Schedule 2

of services and support personnel. Any failure of the Association to maintain the Condominium in accordance with said Agreed Standard, which failure is not caused by the acts or omissions of the Management Company, shall constitute a default under this Agreement as contemplated by Section 17 above. 

(l) Employment Matters upon Termination. The Association acknowledges that the termination of this Agreement by the Association will result in the termination of the employment of any employees hired by the Management Company to perform the duties and responsibilities of the Management Company set forth herein; provided, however, that the Association acknowledges that the Management Company shall have the right to make offers of employment to any management personnel then employed for employment at other resorts managed by the Management Company or its affiliates. The Association agrees that with respect to termination it shall indemnify, defend and hold the Management Company, and each of the Management, it Company’s shareholders, officers, directors, employees, agents, and attorneys completely free and harmless from any and all manner of liability, claim, loss, damage or expense of any employees of the Management Company (notwithstanding the continuation of their employment at the Condominium as employees of the Association or a successor manager), including, without limitation, accrued payroll, accrued benefits such as paid time off and other employment liabilities (including severance obligations) up to the date of such termination.

(m) Affiliation. The Association acknowledges and agrees that the Management Company may have an affiliation and/or other contractual relationships with the Developer and/or certain affiliates of the Developer including, without limitation, the spa, restaurant, and/or beach club owner(s) and operators(s) and that the same is permitted.

(n) Reasonableness Standard for Consents. Under any circumstance in which this Agreement requires one Party to consent to the actions of the other Party, the Party whose consent is required shall not withhold or delay such consent unreasonably, unless explicitly permitted to do so by a particular provision.

(o) Attorney’s Fees. In the event any Party initiates action to enforce its rights hereunder, the prevailing Party shall recover from the non-prevailing Party or parties its reasonable expenses, court costs and reasonable attorneys’ and paralegal fees and disbursements, whether suit be brought or not. As used herein, expenses, court costs and attorneys’ and paralegal fees include expenses, court costs and attorneys’ fees incurred in any appellate proceeding. All such expenses shall bear interest at the legal rate provided by the Florida Civil Practice Law and Rules from the date the prevailing Party pays such expenses until the date the non-prevailing Party repays such expenses. Expenses incurred in enforcing this paragraph shall be covered by this paragraph.

(p) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

(q) No Liability of Board Members. It is agreed that with respect to this Agreement, the Board of Directors and the members of the Board of Directors of the Condominium are acting and shall act only as agents for the Unit Owners and shall have no personal liability hereunder, except to the extent such liability arises from the gross negligence or willful misconduct of any such member of the Board of Directors and that each Unit Owner’s liability hereunder shall be limited to such proportion of the total liability hereunder as such Unit Owner’s Common Interest in the Common Elements

Schedule 2

bears to the Common Interest of all Unit Owners in the Common Elements. 

(r) License Agreement. The Association has entered into that certain Brand License Agreement dated October 31, 2014 (the “License Agreement”) with SBE Hotel Licensing, LLC, a Nevada limited liability company to operate the Condominium using the “Hyde Resort” and “Hyde Resort & Residences” names, and that the Condominium is subject to such License Agreement. Accordingly, Association and the Management Company shall cooperate with each other at all times to ensure operation of the Condominium in accordance with the License Agreement.

IN WITNESS WHEREOF, the Parties have caused these presents to be executed on the day and year first above written.

“Association”
4111 South Ocean Drive Condominium Association, Inc., on behalf of the Unit Owners
By:
Name:
Title:	President
By:
Name:
Title:	Secretary
“Management Company”
MHI HOSPITALITY TRS, LLC
By:
Name:
Title:

Schedule 2

EXHIBIT “G”

Form of Pre-Occupancy Agreement

PRE-OPENING SERVICES AGREEMENT

THIS PRE-OPENING SERVICES AGREEMENT (this “Agreement”) is made as of the day of September, 2016 by and between 4111 South Ocean Drive, LLC, a Florida limited liability company ("Seller") and Sotherly Hotels, Inc. (NASDAQ: “SOHO”), a publicly traded real estate investment trust ("Buyer"). Seller and Buyer may hereinafter each be referred to as a “Party” or collectively, the “Parties.”

R E C I T A L S

A. The Parties have entered into that certain Agreement (the "Purchase Agreement") dated September , 2016 with respect to the purchase and sale of Unit CU-2 (the “Unit”) in 4111 SOUTH OCEAN DRIVE CONDOMINIUM (the “Condominium”). All references to the Purchase Agreement shall be deemed to refer to the Purchase Agreement as modified by the Parties from time to time.

B. Buyer is a hotel owner/operator with significant experience in hotel management, valet operations, and implementing rental programs for units.

C. The Condominium has certain land use and zoning restrictions that limit unit owners to only occupying their units for 150 days or less per year, making it necessary and/or desirable for such unit owners to subject their units to a rental program that will be created and operated by Buyer.

D. Buyer will be responsible for, among other services, operating the parking facilities and meeting rooms at the Condominium, managing the condominium association, and running the rental program associated with the Condominium at significant cost and expense to Buyer.

E. Creation and implementation of the valet operations, management of the association, hotel operations, and the rental program is an integral part of the Condominium.

F. As such, Seller agrees to pay Buyer for the pre-opening services described in this Agreement in consideration for Buyer commencing operations early, prior to closing, in order to ensure that, among other things, the rental program, hotel operations, and garage facilities including valet operations, are ready to be offered to purchasers of Seller upon (or shortly after) their respective closings.

G. The Parties desire to enter into this Agreement as more particularly set forth below.

NOW, THEREFORE, in consideration of Ten and No/100 Dollars ($10.00), the execution and delivery of the Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. The foregoing recitals are true and correct and are incorporated herein as if repeated at length.

2. Subject to the terms hereof, Seller hereby grants Buyer a non-exclusive license to occupy the Unit, the limited common elements appurtenant thereto, and the various common elements of the Condominium (the “Common Elements”) for the limited purpose of Buyer conducting certain pre-opening preparations including, without limitation: training of staff; pre-opening payroll; housekeeping and operational inventory (i.e., cleaning supplies, linens, kitchen and bathroom consumables); stocking of staff uniforms; valet operation set up; meeting room operation set up and the like, and creation and implementation of a rental program for all units (collectively, the “Pre- Opening Activities”). Additionally, from and after the time that Seller receives a TCO for the Condominium, the Pre- Opening Activities shall also include the touring of prospective vendors, Seller’s purchasers, and other clients and prospective clients of Buyer and prospective rental program participants through the Unit and Common Elements.

3. As consideration for the agreements set forth herein and for Buyer’s performing the Pre-Opening Activities at Buyer’s sole cost and expense to facilitate the commencement of operations from the Unit within ten (10) days of the closing thereof and in particular, creation and implementation of the rental program, Seller

shall escrow at closing a pre-opening fee due to Buyer in the amount equal to $750,000 (the “Pre-Opening Service Payment”). Thereafter, the Pre-Opening Service Payment shall be released to Buyer upon the earlier of the following to occur: (i) Seller accomplishing 30% closed units in the Condominium; or (ii) 15% of owners within the Condominium registering for the rental program through Buyer. For avoidance of doubt, Seller's obligation to pay such amount (or any portion thereof) is expressly conditioned on the closing of the Unit.

4. The term of this license shall commence on the date the Purchase Agreement is fully executed and terminate upon the earlier of: (i) Buyer’s closing upon title to the Unit; or (iii) any default by Buyer under (or performance of an act, or the failure to perform an act, which with the passage of time shall constitute a default under) the Agreement or any termination of the Agreement (the “Term”).

Upon the expiration of the Term (other than as a result of closing), Buyer shall immediately vacate the Unit and any other areas of the Condominium, hereby waiving any notice to quit or vacate, leave the Unit and all such other areas in the same condition same were in at the commencement of the Term and remove any and all supplies, inventory, and other items of personal effect (collectively, the “Buyer’s Personal Items”). Any such items remaining at the Unit, or other areas of the Condominium after the expiration of the Term shall be deemed abandoned by Buyer if left for more than thirty (30) days after the Term and Seller shall have the right to dispose of such items in any manner it so chooses (without any accounting to Buyer for same). The occupancy rights herein granted to Buyer are personal, and may not be assigned or transferred, other than to affiliates of Buyer or other parties expressly permitted in writing by Seller in Seller’s discretion.

5. Buyer expressly understands and agrees that other than for purposes of the Pre-Opening Activities, Buyer shall not be permitted to occupy the Unit (or any other portion of the Condominium), including without limitation, keep or store anything therein, during the Term for any other purpose unless otherwise agreed to in writing by Seller in Seller’s discretion. Buyer further understands and agrees that the license granted herein is non-exclusive to Buyer, and that Seller and its contractors, subcontractors, employees, suppliers, and other personnel and/or workers shall have the unfettered right to access the Unit and any other portion of the Condominium at any time and all times as Seller shall desire during the Term.

6. Buyer hereby assumes all risks of any damage or loss to any of the Buyer’s Personal Items and all risks of any injury to Buyer or any of Buyer's agents, employees, vendors, clients, guests, tenants or invitees (collectively, the “Buyer Parties”) that may enter into the Unit and/or on to the Condominium Property unless the same is a result of the gross negligence or willful misconduct of Seller and/or Seller’s contractors, subcontractors, employees and/or agents. Buyer shall be responsible for insuring the Buyer’s Personal Items and carrying appropriate general liability and workers’ compensation insurance as appropriate for the performance of the Pre- Opening Activities during the Term, and Seller shall have no responsibility for insuring same or for any casualty or theft of any kind with respect to the Byer’s Personal Items and/or the Buyer Parties. A copy of such insurance policies shall be provided to Seller prior to the commencement of the Term, and shall name the Seller and the Condominium Association as additional insureds thereunder.

7. Buyer shall, at its cost and expense, keep and maintain the Unit and other portions of the Condominium Property being occupied in connection with the Pre-Opening Activities in good repair throughout the Term. Buyer understands and agrees the Buyer shall not be permitted to make any improvements, changes and/or alterations to the Unit or other portions of the Condominium prior to closing (notwithstanding the limited occupancy pursuant hereto). Buyer agrees to conduct his/her/their occupancy of the Unit and other portions of the Condominium in such a manner as to maintain such areas in the same good order and repair as when Buyer took occupancy. Buyer further agrees that Buyer will commit no act of damage, knowingly or unknowingly, which may impact the Unit and/or any other portion of the Condominium and/or the Seller’s ability to obtain a temporary and/or permanent certificate of occupancy for the Unit and/or the Condominium. Buyer

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agrees that in taking occupancy of the Unit, Buyer shall be responsible for all costs incurred by Seller due to any damage caused by Buyer. Buyer agrees to cooperate with Seller at all times (at Seller’s sole cost) with regard to any matters pertaining to the Seller’s obtaining a temporary and/or permanent certificate of occupancy for the Unit and/or the Condominium.

8. Notwithstanding anything to the contrary in the Purchase Agreement, Buyer agrees that Seller shall not be responsible for any damage to the Unit and/or any limited common element appurtenant thereto caused as a result of the Pre-Opening Activities, and shall be responsible for any repairs to the Unit and/or its limited common elements.

9. Buyer hereby indemnifies and agrees to hold Seller harmless from and against any and all liens, losses, costs, claims, demands, damages, judgments, liabilities, expenses, interest and penalties (including reasonable attorneys' and paralegals’ fees and costs, whether suit be brought or any appeal be taken therefrom), threatened, incurred or sustained by Seller resulting from, arising out of, or related to, directly or indirectly, the Pre- Occupancy Activities. Buyer further agrees to defend, at its sole cost and expense, any and all suits or actions instituted against Seller resulting from, arising out of, or related to, directly or indirectly, the Pre-Occupancy Activities. For purposes of this paragraph, Seller shall be deemed to include all of its partners, and its and their partners, members, officers, directors, shareholders, employees or other who may have liability by or through Seller.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.

Buyer:		Seller:
Sotherly Hotels, Inc. (NASDAQ: “SOHO”), a publicly traded real estate investment trust,		4111 South Ocean Drive, LLC, a Florida limited liability company
By:		By:
Name:	Dave Folsom	Name:
Title:	President	Title:

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

TUESDAY SEPTEMBER 20, 2016

SOTHERLY HOTELS INC. ENTERS INTO AGREEMENT TO PURCHASE

CONDO HOTEL COMMERCIAL UNIT

Williamsburg, Virginia – September 20, 2016 – Sotherly Hotels Inc. (NASDAQ: SOHO) (the “Company”) today announced that the Company has entered into an agreement (the “Agreement”) to purchase the hotel commercial unit of the Hyde Resort & Residences (the “Hotel”) located in Hollywood, Florida for $4.25 million. The Agreement includes the purchase of the hotel commercial unit, which consists of the designated lobby and front desk areas, offices, and other spaces. In addition, the Company will enter into a lease for the 400-space parking garage and meeting rooms of the Hotel, as well as an agreement to operate and manage the condominium association.  

The Hyde Resort & Residences is a new development in Hollywood, Florida slated to open in January 2017. The 407-unit condominium-hotel consists of 367 use-restricted units and 40 residences that feature one, two and three bedroom layouts, gourmet kitchens, floor-to-ceiling glass doors with private terraces and Atlantic Ocean views. The Resort, designed by Brazilian architect Debora Aguiar, boasts an elegant double-volume lobby, infinity-end ocean view pool and sundeck, state-of-the-art fitness center, a luxurious spa, and chef-driven restaurant. Residents and guests are able to enjoy The Beach Club adjacent to the property which is called Hyde Beach Kitchen + Cocktails.

Drew Sims, Chief Executive Officer of the Company, commented, “The Hyde Resort & Residences is a first-class luxury development that we are thrilled to add to the Sotherly portfolio. Our management team has experience with the condo-hotel model and we believe it is an attractive opportunity to turn a modest investment into tremendous value for our shareholders. In addition, the close proximity of The Hyde and the Crowne Plaza Beach Resort provides for operational efficiencies and sales and marketing synergies as it presents our team with a wide variety of product offerings and amenities to offer our guests. This should benefit both projects and the Company as a whole.”

About Sotherly Hotels Inc.

Sotherly Hotels Inc. is a self-managed and self-administered lodging REIT focused on the acquisition, renovation, upbranding and repositioning of upscale and upper-upscale full-service hotels in the Southern United States.  Currently, the Company’s portfolio consists of investments in twelve hotel properties, comprising 3,011 rooms. Most of the Company’s properties operate under the Hilton Worldwide, InterContinental Hotels Group and Starwood Hotels and Resorts brands. Sotherly Hotels Inc.was organized in 2004 and is headquartered in Williamsburg, Virginia.  For more information, please visit www.sotherlyhotels.com

Contact at the Company:

Scott Kucinski

Vice President – Operations and Investor Relations

SoTHERLY Hotels Inc.

410 West Francis Street

Williamsburg, Virginia 23185

(757) 229-5648