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): July 10, 2017

INNSUITES HOSPITALITY TRUST

(Exact Name of Registrant as Specified in Charter)

Ohio	001-07062	34-6647590
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

InnSuites Hotels Centre,
1625 E. Northern Avenue, Suite 105
Phoenix, AZ	85020
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (602) 944-1500

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:

[  ]	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 Enter Into a Material Definitive Agreement

On July 10, 2017, InnSuites Hospitality Trust (the “Trust”) entered into a Securities Purchase Agreement (the “Agreement”) to purchase a total of 88,000 Shares of Beneficial Interest of the Trust (“Share”) from three individuals, at a purchase price of $2.00 per Share with the sellers set forth on the signature page thereto, for the aggregate cost of $176,000 to the Trust. Pursuant to the Agreement, Marc Berg, Executive Vice President of the Trust sold 40,000 Shares and two non-affiliated individuals each sold 24,000 Shares.

On July 10, 2017, RRF Limited Partnership entered into multiple Assignment of Partners Interest Agreements (the RRF Agreements”) to purchase a total of 433,900 RRF Limited Partnership units convertible 1:1 to Shares of Beneficial Interest of InnSuites Hospitality Trust at a purchase price of $2.00 per RRF Limited Partnership unit, for the aggregate cost of $867,800 to the Trust. Pursuant to the RRF Agreements, James F. Wirth, the Chairman and Chief Executive Officer of the Trust, sold 250,000 RRF Limited Partnership units and Mr. Wirth’s family member, Pamela Barnhill, Vice Chairperson and President of the Trust sold 45,975 RRF Limited Partnership units and three other of Mr. Wirth’s family members who are each not affiliated with the Trust each sold 45,975 RRF Limited Partnership units.

On July 10, 2017, the closing price of Shares of Beneficial Interest of the Trust on the NYSE MKT was $2.00 per Share. The Board of Trustees (the “Board”) and the Audit Committee of the Trust approved this purchase as part of the Trust’s NYSE Equity Enhancement Plan.

The foregoing description is not intended to be complete and is qualified in its entirety by reference to the full text of the Agreement and RRF Agreements, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On July 10, 2017, the Trust entered into three Promissory Notes for a total of $176,000 to purchase 88,000 Shares as described above. On July 10, 2017, RRF Limited Partnership entered into five Each Promissory Notes for a total of $867,800 to purchase a total of 433,900 Shares. Each Promissory Note has a 3 year term paying monthly interest and principle amounts including 7% interest. The foregoing description is not intended to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

InnSuites Hospitality Trust
By:	/s/ Adam B. Remis
	Adam B. Remis
	Chief Financial Officer

Date: July 13, 2017

EXHIBIT INDEX

Exhibit No.	Description
10.1	Securities Purchase Agreement between the Trust and three individuals and Assignment of Partnership Interest agreements between RRF Limited Partnership and five individuals all dated as of July 10, 2017
10.2	Three Promissory Note Agreements between the Trust and three individuals and Five Promissory Note Agreements between RRF Limited Partnership and five individuals all dated as of July 10, 2017.

EX-10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of July 10, 2017, between each seller identified on the signature pages hereto (each, including its successor and assigns, a “Seller” and collectively, the “Sellers”) and InnSuites Hospitality Trust, an Ohio unincorporated real estate investment trust (the “Trust” or “Purchaser”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), the Sellers, severally and not jointly, desire to sell to the Trust, and the Trust desires to purchase from the Seller, securities of the Trust as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Trust and each Purchaser agree as follows:

1.

On July 10, 2017 (the “Closing Date”), upon the terms and subject to the conditions set forth herein, the Sellers agree to sell, severally and not jointly, and the Purchaser, agree to purchase hereunder, (i) that aggregate number of Shares of Beneficial Interest of the Trust set forth on such Purchaser’s signature page hereto (the “Shares”) (which aggregate number of Shares for all Purchasers shall be 88,000, at a purchase price of $2.00 per Share and the aggregate principal amount set forth on such Purchaser’s signature page hereto (the “Subscription Amount”). Upon satisfaction of the covenants and conditions set forth herein, the closing of the transactions contemplated herein (the “Closing”) shall occur at the offices of the Trust or such other location as the parties shall mutually agree.

2.

Representations and Warranties of the Seller. As of the date hereof and as of the Closing Date, each of the Purchasers hereby represents and warrants to the Trust as follows:

(a) The Seller is agreeing to sell the Shares solely for the Seller’s benefit.

(b) The Seller has read carefully and is familiar with the Trust’s filings with the Securities and Exchange Commission (the “Commission”), including its last annual report on Form 10-K and subsequent quarterly reports on Form 10-Q, and understands the contents thereof, including the risks associated with an investment in the Shares; the Seller has been provided the opportunity, to the Seller’s satisfaction, to ask questions and receive answers concerning the terms and conditions of the sale of the Shares; all of the Seller’s questions have been answered to the Seller’s satisfaction; and the Seller has been supplied with all additional information requested and deemed necessary by the Seller to sell the Shares.

(c) The Seller presently qualifies as an “accredited investor” as such term is defined in Rule 501 under the Securities Act.

(d) Except as set forth in the Trust’s filings with the Commission, the Seller is not an “affiliate” of the Trust (it being understood that an “affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person as such terms are used in and construed under Rule 405 and Rule 144 under the Securities Act). Marc Berg is considered an affiliate of the Trust.

(e) The Seller: (i) is familiar with investments of this type and has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares; (ii) does not have an overall commitment to investments that are not readily marketable that is disproportionate to the Seller’s net worth, and the Seller’s investment in the Shares will not cause such overall commitment to become excessive; and (iii) has adequate net worth and means of providing for the Seller’s current needs and personal contingencies to sustain a complete loss of the Seller’s investment in the Shares.

(f) The Seller will cooperate in filing, or authorizing the filing on the Seller’s behalf, of any report or form required by the Commission or any state securities agencies to be filed in connection with the purchase of the Shares.

3. Representations and Warranties of the Purchaser. As of the date hereof and as of the Closing Date, the Trust hereby represents and warrants to each of the Purchasers as follows:

(a) The Trust is an entity duly organized, validly existing and in good standing under the laws of the State of Ohio, with the requisite power and authority to perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

(b) Subject to Section 4(a)(C) hereof, (i) the Trust has the requisite power and authority to enter into and perform its obligations under this Agreement; (ii) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Trust; and (iii) assuming the due authorization, execution and delivery by each of the Purchasers, this Agreement will, when executed, constitute valid and binding obligations of the Trust in accordance with its terms.

(c) The Trust currently has an unlimited number of Shares of Beneficial Interest available for issuance under its Declaration of Trust. As of June 13, 2017, the Trust has 9,777,989 Shares of Beneficial Interest issued and outstanding.

4. Closing Conditions.

(a) The obligations of the Trust hereunder in connection with the Closing are subject to the following conditions being met:

a. The accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Purchasers contained herein;

b. All obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;

(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:

a. The accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Trust contained herein;

b. All obligations, covenants and agreements of the Trust required to be performed at or prior to the Closing Date shall have been performed;

5. The Purchaser, agrees to indemnify and hold harmless any of the Sellers from any and all losses to any of them arising out of the breach of any of such Sellers’s agreements, representations or warranties set forth in this Agreement. All representations, warranties and agreements contained in this Agreement and the indemnification contained in this section shall survive the purchase and sale of the Shares.

6. The Seller understands that this Agreement is binding on the Seller. This Agreement may only be amended by prior written agreement between the Trust and the Seller.

7. Certificates for the Shares shall bear a legend substantially in the following form:

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (II) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE TRUST.

8. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

9. This Agreement will be governed by and construed in accordance with the laws of the State of Ohio, notwithstanding any conflict of law provision to the contrary. Any dispute or disagreement related to this Agreement or the purchase of the Shares by the Purchasers shall be heard by a state or federal court located in Cleveland, Ohio, and the Purchaser hereby expressly waives the Purchaser’s right to object to such venue on the grounds of lack of personal jurisdiction or forum non-conveniens.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement, which may be executed in one or more counterparts, as of the date set forth above.

INDIVIDUALS SIGN HERE:		Amount:$80,000
Sign Here:	/s/ Marc Berg	Number of Shares: 40,000
Print Name:	Marc Berg

Sign Here:

Print Name:

ENTITIES SIGN HERE:
		Address: c/o InnSuites
Name of Entity:	N/A	1625 E Northern Ave # 105 Phoenix Arizona 85020
Sign Here:	N/A
Print Name:	N/A
Title:	N/A
Accepted by:

INNSUITES HOSPITALITY TRUST
Sign Here:	/s/ Adam Remis
Print Name:	Adam Remis
Title:	Executive CFO

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement, which may be executed in one or more counterparts, as of the date set forth above.

INDIVIDUALS SIGN HERE:		Amount:$48,000
Sign Here:	/s/ Larry Pelegrin	Number of Shares: 24,000
Print Name:	Larry Pelegrin

Sign Here:

Print Name:

ENTITIES SIGN HERE:
		Address: c/o InnSuites
Name of Entity:	N/A	1625 E Northern Ave # 105 Phoenix Arizona 85020
Sign Here:	N/A
Print Name:	N/A
Title:	N/A
Accepted by:

INNSUITES HOSPITALITY TRUST
Sign Here:	/s/ Adam Remis
Print Name:	Adam Remis
Title:	Executive CFO

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement, which may be executed in one or more counterparts, as of the date set forth above.

INDIVIDUALS SIGN HERE:		Amount:$48,000
Sign Here:	/s/ Peter Thoma	Number of Shares: 24,000
Print Name:	Peter Thoma

Sign Here:

Print Name:

ENTITIES SIGN HERE:
		Address: c/o InnSuites
Name of Entity:	N/A	1625 E Northern Ave # 105 Phoenix Arizona 85020
Sign Here:	N/A
Print Name:	N/A
Title:	N/A
Accepted by:

INNSUITES HOSPITALITY TRUST
Sign Here:	/s/ Adam Remis
Print Name:	Adam Remis
Title:	Executive CFO

 

 

 

 

 

 

 

 

 

EX-10.2

PROMISSORY NOTE

$80,000.00 July 10, 2017

FOR VALUED RECEIVED, and legally bound hereby, InnSuites Hospitality Trust (“Maker”), an Ohio real estate investment trust, having an office at 1625 East Northern Avenue, Suite 105, Phoenix, Arizona 85020 hereby promises to pay to Marc Berg (“Note Holder”) or order and address as specified below the principal sum of EIGHTY THOUSAND AND 00/100 DOLLARS ($80,000.00), with interest on the unpaid principal balance thereon from time to time outstanding, at the rate of seven percent (7.00%) per annum, computed on a three hundred sixty (360)-day year, to be due and payable in installments of principal and interest as follows:

(A)	$2,500 down payment and $77,500 amortized over 36 months at 7% interest ($2,392.98/month). This Note is non-recourse secured by 40,000 InnSuites Hospitality Trust Shares of Beneficial Interest. Monthly installments of principal and interest to begin 30 days after the delivery of signed transfer form.
(B)	Payments to be made payable to:

Marc Berg

c/o InnSuites Hospitality Trust

1625 E Northern Ave, Ste # 105

Phoenix, AZ 85020

The 40,000 InnSuites Hospitality Trust Shares of Beneficial Interest units as security for the unpaid balance on the Note.

At the option of the Note Holder, late charges upon written notice are assessed as follows:

10 days late, $50 penalty

35 days late, $150 penalty

Over 35 days late, Note Holder could declare the note in default and call the entire amount due.

Should default be declared, units proportionate to unpaid balance will be returned to Note Holder

Principal and interest payable in lawful money of the United States.

If legal proceedings are entered into to recover on this Note, the undersigned agree(s) to pay such sum as the Court may fix as attorney’s fees.

The Makers and endorsers hereof severally waive diligence, demand, presentment for payment and protest, and consent to the extension or time of payment of this Note without notice.

InnSuites Hospitality Trust,
an Ohio real estate investment trust
By:	/s/ James Wirth
Name:	James Wirth
Title:	Chief Executive Officer

-1-

PROMISSORY NOTE

$48,000.00 July 10, 2017

FOR VALUED RECEIVED, and legally bound hereby, InnSuites Hospitality Trust (“Maker”), an Ohio real estate investment trust, having an office at 1625 East Northern Avenue, Suite 105, Phoenix, Arizona 85020 hereby promises to pay to Peter Thoma (“Note Holder”) or order and address as specified below the principal sum of FOURTY EIGHT THOUSAND AND 00/100 DOLLARS ($48,000.00), with interest on the unpaid principal balance thereon from time to time outstanding, at the rate of seven percent (7.00%) per annum, computed on a three hundred sixty (360)-day year, to be due and payable in installments of principal and interest as follows:

(A) $2,500 down payment and $45,500 amortized over 36 months at 7% interest at $1,404.91/month. This Note is non-recourse secured by 24,000 InnSuites Hospitality Trust Shares of Beneficial Interest. Monthly installments of principal and interest to begin 30 days after the delivery of signed transfer form.

(B) Payments to be made payable to:

Peter Thoma

Leuchtturmweg 10

22559 Hamburg

Germany

The 24,000 InnSuites Hospitality Trust Shares of Beneficial Interest units as security for the unpaid balance on the Note.

At the option of the Note Holder, late charges upon written notice are assessed as follows:

10 days late, $50 penalty

35 days late, $150 penalty

Over 35 days late, Note Holder could declare the note in default and call the entire amount due.

Should default be declared, units proportionate to unpaid balance will be returned to Note Holder.

Principal and interest payable in lawful money of the United States.

If legal proceedings are entered into to recover on this Note, the undersigned agree(s) to pay such sum as the Court may fix as attorney’s fees.

The Makers and endorsers hereof severally waive diligence, demand, presentment for payment and protest, and consent to the extension or time of payment of this Note without notice.

InnSuites Hospitality Trust,
an Ohio real estate investment trust
By:	/s/ James Wirth
Name:	James Wirth
Title:	Chief Executive Officer

-1-

PROMISSORY NOTE

$48,000.00 July 10, 2017

FOR VALUED RECEIVED, and legally bound hereby, InnSuites Hospitality Trust (“Maker”), an Ohio real estate investment trust, having an office at 1625 East Northern Avenue, Suite 105, Phoenix, Arizona 85020 hereby promises to pay to Larry Pelegrin (“Note Holder”) or order and address as specified below the principal sum of FOURTY EIGHT THOUSAND AND 00/100 DOLLARS ($48,000.00), with interest on the unpaid principal balance thereon from time to time outstanding, at the rate of seven percent (7.00%) per annum, computed on a three hundred sixty (360)-day year, to be due and payable in installments of principal and interest as follows:

(A)	$2,500 down payment and $45,500 amortized over 36 months at 7% interest ($1,404.91/month). This Note is non-recourse secured by 24,000 InnSuites Hospitality Trust Shares of Beneficial Interest. Monthly installments of principal and interest to begin 30 days after the delivery of signed transfer form.
(B)	Payments to be made payable to:
		Larry Pelegrin
		5143 E Sierra Sunset Trail
		Cave Creek, AZ 85331

The 24,000 InnSuites Hospitality Trust Shares of Beneficial Interest units as security for the unpaid balance on the Note.

At the option of the Note Holder, late charges upon written notice are assessed as follows:

10 days late, $50 penalty

35 days late, $150 penalty

Over 35 days late, Note Holder could declare the note in default and call the entire amount due.

Should default be declared, units proportionate to unpaid balance will be returned to Note Holder.

Principal and interest payable in lawful money of the United States.

If legal proceedings are entered into to recover on this Note, the undersigned agree(s) to pay such sum as the Court may fix as attorney’s fees.

The Makers and endorsers hereof severally waive diligence, demand, presentment for payment and protest, and consent to the extension or time of payment of this Note without notice.

InnSuites Hospitality Trust,
an Ohio real estate investment trust
By:	/s/ James Wirth
Name:	James Wirth
Title:	Chief Executive Officer

-1-

PROMISSORY NOTE

$500,000.00 July 10, 2017

FOR VALUED RECEIVED, and legally bound hereby, RRF Limited Partnership (“Maker”), a Delaware Partnership, having an office at 1625 East Northern Avenue, Suite 105, Phoenix, Arizona 85020 hereby promises to pay to James Wirth (“Note Holder”) or order and address as specified below the principal sum of FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000.00), with interest on the unpaid principal balance thereon from time to time outstanding, at the rate of seven percent (7.00%) per annum, computed on a three hundred sixty (360)-day year, to be due and payable in installments of principal and interest as follows:

(A)	$2,500 down payment and $497,500 amortized over 36 months at 7% interest ($15,361.36/month). This Note is non-recourse secured by 250,000 RRF Limited Partnership Units. Monthly installments of principal and interest to begin 30 days after the delivery of signed transfer form.
(B)	Payments to be made payable to:
		James Wirth
		c/o InnSuites Hospitality Trust
		1625 E Northern Ave, Ste # 105
		Phoenix, AZ 85020

The 250,000 RRF Limited Partnership Units as security for the unpaid balance on the Note.

At the option of the Note Holder, late charges upon written notice are assessed as follows:

10 days late, $50 penalty

35 days late, $150 penalty

Over 35 days late, Note Holder could declare the note in default and call the entire amount due.

Should default be declared, units proportionate to unpaid balance will be returned to Note Holder.

Principal and interest payable in lawful money of the United States.

If legal proceedings are entered into to recover on this Note, the undersigned agree(s) to pay such sum as the Court may fix as attorney’s fees.

The Makers and endorsers hereof severally waive diligence, demand, presentment for payment and protest, and consent to the extension or time of payment of this Note without notice.

RRF Limited Partnership,

a Delaware Partnership

By:	/s/ James Wirth
Name:	James Wirth
Title:	Chief Executive Officer

-1-

PROMISSORY NOTE

$91,950.00 July 10, 2017

FOR VALUED RECEIVED, and legally bound hereby, RRF Limited Partnership (“Maker”), a Delaware Partnership, having an office at 1625 East Northern Avenue, Suite 105, Phoenix, Arizona 85020 hereby promises to pay to Pamela Barnhill (“Note Holder”) or order and address as specified below the principal sum of NINETY ONE THOUSAND NINE HUNDRED FIFTY AND 00/100 DOLLARS ($91,950.00), with interest on the unpaid principal balance thereon from time to time outstanding, at the rate of seven percent (7.00%) per annum, computed on a three hundred sixty (360)-day year, to be due and payable in installments of principal and interest as follows:

(A)	$2,500 down payment and $89,450 amortized over 36 months at 7% interest ($2,761.96/month). This Note is non-recourse secured by 45,975 RRF Limited Partnership Units. Monthly installments of principal and interest to begin 30 days after the delivery of signed transfer form.
(B)	Payments to be made payable to:
		Pamela Barnhill
		c/o InnSuites Hospitality Trust
		1625 E Northern Ave, Ste # 105
		Phoenix, AZ 85020

The 45,975 RRF Limited Partnership Units as security for the unpaid balance on the Note.

At the option of the Note Holder, late charges upon written notice are assessed as follows:

10 days late, $50 penalty

35 days late, $150 penalty

Over 35 days late, Note Holder could declare the note in default and call the entire amount due.

Should default be declared, units proportionate to unpaid balance will be returned to Note Holder.

Principal and interest payable in lawful money of the United States.

If legal proceedings are entered into to recover on this Note, the undersigned agree(s) to pay such sum as the Court may fix as attorney’s fees.

The Makers and endorsers hereof severally waive diligence, demand, presentment for payment and protest, and consent to the extension or time of payment of this Note without notice.

RRF Limited Partnership,

a Delaware Partnership

By:	/s/ James Wirth
Name:	James Wirth
Title:	Chief Executive Officer

-1-

PROMISSORY NOTE

$91,950.00 July 10, 2017

FOR VALUED RECEIVED, and legally bound hereby, RRF Limited Partnership (“Maker”), a Delaware Partnership, having an office at 1625 East Northern Avenue, Suite 105, Phoenix, Arizona 85020 hereby promises to pay to Eric Wirth (“Note Holder”) or order and address as specified below the principal sum of NINETY ONE THOUSAND NINE HUNDRED FIFTY AND 00/100 DOLLARS ($91,950.00), with interest on the unpaid principal balance thereon from time to time outstanding, at the rate of seven percent (7.00%) per annum, computed on a three hundred sixty (360)-day year, to be due and payable in installments of principal and interest as follows:

(A)	$2,500 down payment and $89,450 amortized over 36 months at 7% interest ($2,761.96/month). This Note is non-recourse secured by 45,975 RRF Limited Partnership Units. Monthly installments of principal and interest to begin 30 days after the delivery of signed transfer form.
(B)	Payments to be made payable to:
		Eric Wirth
		c/o InnSuites Hospitality Trust
		1625 E Northern Ave, Ste # 105
		Phoenix, AZ 85020

The 45,975 RRF Limited Partnership Units as security for the unpaid balance on the Note.

At the option of the Note Holder, late charges upon written notice are assessed as follows:

10 days late, $50 penalty

35 days late, $150 penalty

Over 35 days late, Note Holder could declare the note in default and call the entire amount due.

Should default be declared, units proportionate to unpaid balance will be returned to Note Holder.

Principal and interest payable in lawful money of the United States.

If legal proceedings are entered into to recover on this Note, the undersigned agree(s) to pay such sum as the Court may fix as attorney’s fees.

The Makers and endorsers hereof severally waive diligence, demand, presentment for payment and protest, and consent to the extension or time of payment of this Note without notice.

RRF Limited Partnership,

a Delaware Partnershtip

By:	/s/ James Wirth
Name:	James Wirth
Title:	Chief Executive Officer

-1-

PROMISSORY NOTE

$91,950.00  July 10, 2017

FOR VALUED RECEIVED, and legally bound hereby, RRF Limited Partnership (“Maker”), a Delaware Partnership, having an office at 1625 East Northern Avenue, Suite 105, Phoenix, Arizona 85020 hereby promises to pay to Christopher Wirth (“Note Holder”) or order and address as specified below the principal sum of NINETY ONE THOUSAND NINE HUNDRED FIFTY AND 00/100 DOLLARS ($91,950.00), with interest on the unpaid principal balance thereon from time to time outstanding, at the rate of seven percent (7.00%) per annum, computed on a three hundred sixty (360)-day year, to be due and payable in installments of principal and interest as follows:

(A)	$2,500 down payment and $89,450 amortized over 36 months at 7% interest ($2,761.96/month). This Note is non-recourse secured by 45,975 RRF Limited Partnership Units. Monthly installments of principal and interest to begin 30 days after the delivery of signed transfer form.
(B)	Payments to be made payable to:
		Christopher Wirth
		c/o InnSuites Hospitality Trust
		1625 E Northern Ave, Ste # 105
		Phoenix, AZ 85020

The 45,975 RRF Limited Partnership Units as security for the unpaid balance on the Note.

At the option of the Note Holder, late charges upon written notice are assessed as follows:

10 days late, $50 penalty

35 days late, $150 penalty

Over 35 days late, Note Holder could declare the note in default and call the entire amount due.

Should default be declared, units proportionate to unpaid balance will be returned to Note Holder.

Principal and interest payable in lawful money of the United States.

If legal proceedings are entered into to recover on this Note, the undersigned agree(s) to pay such sum as the Court may fix as attorney’s fees.

The Makers and endorsers hereof severally waive diligence, demand, presentment for payment and protest, and consent to the extension or time of payment of this Note without notice.

RRF Limited Partnership,

a Delaware Partnership

By:	/s/ James Wirth
Name:	James Wirth
Title:	Chief Executive Officer

-1-

PROMISSORY NOTE

$91,950.00  July 10, 2017

FOR VALUED RECEIVED, and legally bound hereby, RRF Limited Partnership (“Maker”), a Deleware Partnership, having an office at 1625 East Northern Avenue, Suite 105, Phoenix, Arizona 85020 hereby promises to pay to Brian Wirth (“Note Holder”) or order and address as specified below the principal sum of NINETY ONE THOUSAND NINE HUNDRED FIFTY AND 00/100 DOLLARS ($91,950.00), with interest on the unpaid principal balance thereon from time to time outstanding, at the rate of seven percent (7.00%) per annum, computed on a three hundred sixty (360)-day year, to be due and payable in installments of principal and interest as follows:

(A)	$2,500 down payment and $89,450 amortized over 36 months at 7% interest ($2,761.96/month). This Note is non-recourse secured by 45,975 RRF Limited Partnership Units. Monthly installments of principal and interest to begin 30 days after the delivery of signed transfer form.
(B)	Payments to be made payable to:
		Brian Wirth
		c/o InnSuites Hospitality Trust
		1625 E Northern Ave, Ste # 105
		Phoenix, AZ 85020

The 45,975 RRF Limited Partnership Units as security for the unpaid balance on the Note.

At the option of the Note Holder, late charges upon written notice are assessed as follows:

10 days late, $50 penalty

35 days late, $150 penalty

Over 35 days late, Note Holder could declare the note in default and call the entire amount due.

Should default be declared, units proportionate to unpaid balance will be returned to Note Holder.

Principal and interest payable in lawful money of the United States.

If legal proceedings are entered into to recover on this Note, the undersigned agree(s) to pay such sum as the Court may fix as attorney’s fees.

The Makers and endorsers hereof severally waive diligence, demand, presentment for payment and protest, and consent to the extension or time of payment of this Note without notice.

RRF Limited Partnership,

a Delaware Partnership

By:	/s/ James Wirth
Name:	James Wirth
Title:	Chief Executive Officer

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