Common use of Grantor Clause in Contracts

Grantor. a ___________________ By: --------------------------------- Name: --------------------------------- Title: --------------------------------- THE STATE OF ______________ ss. ss. COUNTY OF _________________ ss. This instrument was acknowledged before me on ____________, 199_, by _________________________, of _____________, a _________, on behalf of such ___________. ----------------------------------- Notary Public, State of ___________ EXHIBIT "D" BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT ----------------------------------------------- THE STATE OF TEXAS ss. ss. KNOW ALL MEN BY THESE PRESENTS: COUNTY OF ________ ss. That concurrently with the execution and delivery hereof, ________________, a ______________________ _____________ ("Assignor"), is conveying to APPLE REIT LIMITED PARTNERSHIP, a Virginia limited partnership ("Assignee"), by Special Warranty Deed ( the "Deed"), that certain tract of land, together with the improvements thereon, commonly known as ____________, City of ___________, ____________ County, Texas, more particularly described on Exhibit "A" attached to the Deed and made a part thereof for all purposes (the "Property"). It is the desire of Assignor hereby to assign, transfer and convey to Assignee all fixtures, fittings, appliances, apparatus, equipment, machinery, contract rights, claims, trade names, bonds, warranties and guaranties, licenses, permits, existing telephone numbers for the Property, the name "___________________________," and other items of personal property, both tangible and intangible (excluding cash), owned by Assignor, if any, and affixed or attached to, or placed or situated upon, or used or acquired in any way whatsoever in connection with the complete and comfortable use, enjoyment, occupancy or operation of the Property, excluding, however, any personal property owned or leased by Tenants of the Property (all of such properties and assets being hereinafter collectively referred to as the "Assigned Properties").

Grantor. a ___________________ BySigned, Sealed and delivered in the presence of: --------------------------------- Name: --------------------------------- Title: --------------------------------- THE STATE OF ______________ ss. ss. COUNTY OF _________________ ss. This instrument was acknowledged before me on ____________Village at Xxxxxxx Park, 199_LLC, by _________________________, of _____________, a _________, on behalf of such ___________. ----------------------------------- Notary Public, State of ___________ EXHIBIT "D" BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT ----------------------------------------------- THE STATE OF TEXAS ss. ss. KNOW ALL MEN BY THESE PRESENTS: COUNTY OF ________ ss. That concurrently with the execution and delivery hereof, ________________, a ______________________ _____________ ("Assignor"), is conveying to APPLE REIT LIMITED PARTNERSHIP, a Virginia limited partnership ("Assignee"), by Special Warranty Deed ( the "Deed"), that certain tract of land, together with the improvements thereon, commonly known as ____________, City of ___________, ____________ County, Texas, more particularly described on Exhibit "A" attached to the Deed and made a part thereof for all purposes (the "Property"). It is the desire of Assignor hereby to assign, transfer and convey to Assignee all fixtures, fittings, appliances, apparatus, equipment, machinery, contract rights, claims, trade names, bonds, warranties and guaranties, licenses, permits, existing telephone numbers for the Property, the name "___________________________," ____ a Delaware limited liability company Print Name:______________________ By: PR Villages at Xxxxxxx Park, _______________________________ LLC, a Delaware limited Print Name:_____________________ company, its Authorized Member By: PRISA LHC, LLC, a Delaware limited liability company, its Sole Member By: Name: Title: Exhibit D, Page 5 STATE OF __________ § § COUNTY OF _________ § On , 2016, before me, the undersigned, a notary public in and other items for said State, personally appeared , personally known to me (or proved to me on the basis of personal propertysatisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) and that, both tangible and intangible (excluding cashby his/her/their signature(s) on the instrument, the person(s), owned or the entity upon behalf of which the person(s) acted, executed the instrument. _______________________, Notary Public My Commission Expires: ______________________ Exhibit D, Page 6 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY Exhibit D, Page 7 EXHIBIT E FORM OF XXXX OF SALE THIS XXXX OF SALE (this “Xxxx of Sale”), is executed as of , 2016 by AssignorVillage at Xxxxxxx Park, if anyLLC, and affixed or attached toa Delaware limited liability company (“Seller”) for the benefit of [INSERT NAME OF BUYER], or placed or situated upon, or used or acquired in any way whatsoever in connection with the complete and comfortable use, enjoyment, occupancy or operation of the Property, excluding, however, any personal property owned or leased by Tenants of the Property [INSERT ORGANIZATIONAL INFO FOR BUYER] (all of such properties and assets being hereinafter collectively referred to as the "Assigned Properties"“Buyer”).

Grantor. Signed and sealed in the presence of: a By: (Print Name): Its: (Print Name): A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES SS: On ___________________ By: --------------------------------- Name: --------------------------------- Title: --------------------------------- THE STATE OF ______________ ss. ss. COUNTY OF _________________ ss. This instrument was acknowledged , 2016 before me on ____________me, 199_, by __________________________ (here insert name of the officer), Notary Public, personally __________________, who proved appeared ___________________________ name(s) is/are subscribed to the within to me on the basis of satisfactory evidence to be the person(s) whose the same in his/her/their authorized the instrument and acknowledged to me that he/she/they executed person(s), or the entity upon behalf capacity(ies), and that by his/her/their signature(s) on the instrument of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public [Seal] EXHIBIT "D" PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (3990 S. XXXXXXX ST, MELBOURNE, FL) BXXX OF SALE AND GENERAL ASSIGNMENT This BXXX OF SALE AND GENERAL ASSIGNMENT ("Assignment") is made and entered into as of the day of _________________, 2016, by and between _______________., a _________, on behalf of such ___________. ----------------------------------- Notary Public, State of ___________ EXHIBIT limited liability company ("D" BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT ----------------------------------------------- THE STATE OF TEXAS ss. ss. KNOW ALL MEN BY THESE PRESENTS: COUNTY OF ________ ss. That concurrently with the execution Assignor") and delivery hereof, ________________, a ______________________ _____________ ("Assignor"), is conveying to APPLE REIT LIMITED PARTNERSHIP, a Virginia limited partnership ("Assignee"), by Special Warranty Deed ( the "Deed"), that certain tract of land, together with the improvements thereon, commonly known as ____________, City of ___________, ____________ County, Texas, more particularly described on Exhibit "A" attached to the Deed and made a part thereof for all purposes (the "Property"). It is the desire of Assignor hereby to assign, transfer and convey to Assignee all fixtures, fittings, appliances, apparatus, equipment, machinery, contract rights, claims, trade names, bonds, warranties and guaranties, licenses, permits, existing telephone numbers for the Property, the name "___________________________," and other items of personal property, both tangible and intangible (excluding cash), owned by Assignor, if any, and affixed or attached to, or placed or situated upon, or used or acquired in any way whatsoever in connection with the complete and comfortable use, enjoyment, occupancy or operation of the Property, excluding, however, any personal property owned or leased by Tenants of the Property (all of such properties and assets being hereinafter collectively referred to as the "Assigned Properties").

Grantor. a --------------------------- By: ------------------------- Its: ------------------------ 26 [Acknowledgment of Grantor] STATE OF Section Section COUNTY OF Section Personally appeared before me, a Notary Public in and for the above County and State, ___________________ By: --------------------------------- Name: --------------------------------- Title: --------------------------------- THE STATE OF ______________ ss. ss. COUNTY OF _________________ ss. This instrument was acknowledged before me on ____________, 199_, by _________________________, known personally by me and acknowledged by me to be the same person(s) who executed the foregoing for the uses and purposes therein stated. Witnessed by hand and this notarial seal, this ____ day of ______________, a 19_________. [SEAL] --------------------------------- Notary Public in and for the State and County aforesaid 27 EXHIBIT "D" BLANKET CONVEYANCE, on behalf of such BILL XX SALE AND ASSIGNMENT STATE OF Section Section KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF Section By___________. ----------------------------------- Notary Public, State of ____________________ EXHIBIT Warranty Deed (the "D" BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT ----------------------------------------------- THE STATE OF TEXAS ss. ss. KNOW ALL MEN BY THESE PRESENTS: COUNTY OF Deed") of even date herewith,________ ss. That concurrently with the execution and delivery hereof, _________________________________________________, a ______________________ _____________ ("AssignorSeller"), is conveying conveyed to APPLE REIT LIMITED PARTNERSHIP, a Virginia limited partnership ("Assignee"), by Special Warranty Deed ( the "Deed"), that certain tract of land, together with the improvements thereon, commonly known as ____________, City of ___________, ____________ County, Texas, more particularly described on Exhibit "A" attached to the Deed and made a part thereof for all purposes (the "Property"). It is the desire of Assignor hereby to assign, transfer and convey to Assignee all fixtures, fittings, appliances, apparatus, equipment, machinery, contract rights, claims, trade names, bonds, warranties and guaranties, licenses, permits, existing telephone numbers for the Property, the name "___________________________," and other items of personal property______________, both tangible and intangible a Delaware corporation (excluding cash"Purchaser"), owned by Assignorthe property and business known as ___________________________________ County, if any(the "Property") described on Exhibit "A" attached hereto and made a part hereof for all purposes, and affixed or attached to, or placed or situated upon, or used or acquired in any way whatsoever in connection together with all improvements located thereon. As consideration for (a) the complete and comfortable use, enjoyment, occupancy or operation conveyance of the Property, excluding, however, any (b) the conveyance of the personal property owned or leased by Tenants described herein, and (c) the assignments contained herein, the Purchaser paid the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration to the Property (all of such properties and assets being hereinafter collectively referred to as the "Assigned Properties")Seller.

Grantor. State of _______________ ) ) ss __________ of __________ ) On this ______ day of ________________, 19___, before me appeared to me known to be the person described in and who executed the foregoing instrument, and acknowledged that _______________ executed the same as __________________ free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the _________________ and State aforesaid, the day and year first above written. ---------------------------------- Notary Public My term expires: State of _______________ ) ) ss __________ of __________ ) On this ______ day of ________________, 19___, before me appeared to me personally known, who, being by me duly sworn, did say that he/she is the of _____________________, a corporation of the State of ________, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation, by authority of its Board of Directors; and said ____________________ By: --------------------------------- Name: --------------------------------- Title: --------------------------------- THE STATE OF _acknowledged said instrument to be the free act and deed of said corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the _____________ ssand State aforesaid, the day and year first above written. ss. COUNTY ---------------------------------- Notary Public My term expires: EXHIBIT A TO SPECIAL WARRANTY DEED LEGAL DESCRIPTION OF _________REAL ESTATE EXHIBIT B TO SPECIAL WARRANTY DEED LIST OF PERMITTED ENCUMBRANCES EXHIBIT 9.1(a)(2) FORM OF ASSIGNMENT OF LEASES ASSIGNMENT AND ASSUMPTION OF LEASES (Property Name and Location) THIS ASSIGNMENT AND ASSUMPTION OF LEASES is made as of the ________ ss. This instrument was acknowledged before me on day of ____________, 199_2004, by and between _______________________________, of a _____________, a __________ ("Assignor"), on behalf of such and ___________. ----------------------------------- Notary Public, State of ___________ EXHIBIT "D" BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT ----------------------------------------------- THE STATE OF TEXAS ss. ss. KNOW ALL MEN BY THESE PRESENTS: COUNTY OF ________ ss. That concurrently with the execution and delivery hereof, ________________, a ______________________ _____________ ("Assignor"), is conveying to APPLE REIT LIMITED PARTNERSHIP, a Virginia limited partnership ("Assignee"), by Special Warranty Deed ( the "Deed"), that certain tract of land, together with the improvements thereon, commonly known as ____________, City of ___________, ____________ County, Texas, more particularly described on Exhibit "A" attached to the Deed and made a part thereof for all purposes (the "Property"). It is the desire of Assignor hereby to assign, transfer and convey to Assignee all fixtures, fittings, appliances, apparatus, equipment, machinery, contract rights, claims, trade names, bonds, warranties and guaranties, licenses, permits, existing telephone numbers for the Property, the name "___________________________," and other items of personal property, both tangible and intangible (excluding cash), owned by Assignor, if any, and affixed or attached to, or placed or situated upon, or used or acquired in any way whatsoever in connection with the complete and comfortable use, enjoyment, occupancy or operation of the Property, excluding, however, any personal property owned or leased by Tenants of the Property (all of such properties and assets being hereinafter collectively referred to as the "Assigned Properties").

Grantor. LEX-GEN WOODLANDS, L.P., a ___________________ Delaware limited partnership By: --------------------------------- Name: --------------------------------- Title: --------------------------------- THE STATE OF ______________ ss. ss. COUNTY OF _________________ ss. This instrument was acknowledged before me on ____________Lex-Gen Woodlands GP, 199_, by _________________________, of _____________LLC, a _________Delaware limited liability company, on behalf of such ___________. ----------------------------------- Notary Public, State of ___________ EXHIBIT "D" BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT ----------------------------------------------- THE STATE OF TEXAS ss. ss. KNOW ALL MEN BY THESE PRESENTSits sole general partner By: COUNTY OF ________ ss. That concurrently with the execution and delivery hereof, ________________, a ______________________ _____________ ("Assignor"), is conveying to APPLE REIT LIMITED PARTNERSHIP, a Virginia limited partnership ("Assignee"), by Special Warranty Deed ( the "Deed"), that certain tract of land, together with the improvements thereon, commonly known as ____________, City of ___________, ____________ County, Texas, more particularly described on Exhibit "A" attached to the Deed and made a part thereof for all purposes (the "Property"). It is the desire of Assignor hereby to assign, transfer and convey to Assignee all fixtures, fittings, appliances, apparatus, equipment, machinery, contract rights, claims, trade names, bonds, warranties and guaranties, licenses, permits, existing telephone numbers for the Property, the name "___________________________," ____________ Name: ____________________________________ Title:_____________________________________ STATE OF TEXAS § § COUNTY OF XXXXXXXXXX § This instrument was acknowledged before me on ___________, 201____, by _____________________, __________________________ of Lex-Gen Woodlands GP, LLC, a Delaware limited liability company, sole general partner of Lex-Gen Woodlands, L.P., a Delaware limited partnership, on behalf of said limited partnership. Notary Public in and for the State of _____________________ MAILING ADDRESS OF GRANTEE: Attn: AFTER RECORDING RETURN TO: Attn: EXHIBIT D FORM OF XXXX OF SALE AND GENERAL ASSIGNMENT KNOW ALL PEOPLE BY THESE PRESENTS, that LEX-GEN WOODLANDS, L.P., with an address at 0000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxx 00000 (“Seller”), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) lawful money of the United States, and other items good and valuable consideration to Seller in hand paid, at or before the delivery of personal propertythese presents, both tangible and intangible by [[ _____________ _______________]] whose post office address is [[_____________________________]] (excluding cash“Purchaser”), owned by Assignorthe receipt and sufficiency of which is hereby acknowledged, if anyhas bargained and sold, and affixed or attached toby these presents does grant, or placed or situated uponbargain, or used or acquired in any way whatsoever in connection with sell, convey, set over, transfer, assign and deliver unto the complete Purchaser, its successors and comfortable useassigns, enjoyment, occupancy or operation of the Property, excluding, however, any personal property owned or leased by Tenants of the Property (all of such properties and assets being hereinafter collectively referred to as the "Assigned Properties").following:

Grantor. Xxxxx-Middlefield Business Park, a California limited partnership By: _______________________________________ By: --------------------------------- Name: --------------------------------- Title: --------------------------------- THE STATE OF ______________ ss. ss. COUNTY OF ____________________ Title: ________________________________ STATE OF CALIFORNIA ) ) ss. This instrument was acknowledged COUNTY OF __________ ) On ___________, before me on me, ______________, 199personally CAPACITY CLAIMED BY SIGNER -------------------------- appeared ________________________________________________, Though statute does not require [_] personally known to me -OR- [_] proved to me on the the Notary to fill in the data basis of satisfactory below, doing so may prove evidence to be the person(s) invaluable to persons relying whose name(s) is/are on the document. subscribed to the within instrument and acknowledged to me that he/she/they [_] INDIVIDUAL executed the same in [_] CORPORATE OFFICERS(S) his/her/their authorized capacity(ies), and that by _________________________, of _____________, a _________, on behalf of such ___________. ----------------------------------- Notary Public, State of ___________ EXHIBIT "D" BLANKET CONVEYANCEhis/her/their signature(s) Title(s) on the instrument the [_] PARTNER(S) [_] LIMITED person(s), BILL OF SALE AND ASSIGNMENT ----------------------------------------------- THE STATE OF TEXAS ssor the entity [_] GENERAL upon behalf of which the person(s) acted, executed [_] ATTORNEY-IN-FACT the instrument. ss[_] TRUSTEE(S) [_] GUARDIAN/CONSERVATOR WITNESS my hand and official seal. KNOW ALL MEN BY THESE PRESENTS[_] OTHER: COUNTY OF ________ ss. That concurrently with the execution and delivery hereof, ________________, a ______________________ _____________ ("Assignor"), is conveying to APPLE REIT LIMITED PARTNERSHIP, a Virginia limited partnership ("Assignee"), by Special Warranty Deed ( the "Deed"), that certain tract of land, together with the improvements thereon, commonly known as ____________, City of ___________, ____________ County, Texas, more particularly described on Exhibit "A" attached to the Deed and made a part thereof for all purposes (the "Property"). It is the desire SIGNER IS REPRESENTING: ---------------------- Name of Assignor hereby to assign, transfer and convey to Assignee all fixtures, fittings, appliances, apparatus, equipment, machinery, contract rights, claims, trade names, bonds, warranties and guaranties, licenses, permits, existing telephone numbers for the Property, the name "Person(s) or Entity(ies) ___________________________," _______ _________________________________ SIGNATURE OF NOTARY _________________________________ STATE OF CALIFORNIA ) ) ss. COUNTY OF __________ ) On ___________, before me, ______________, personally CAPACITY CLAIMED BY SIGNER -------------------------- appeared ________________________________________________, Though statute does not require [_] personally known to me -OR- [_] proved to me on the the Notary to fill in the data basis of satisfactory below, doing so may prove evidence to be the person(s) invaluable to persons relying whose name(s) is/are on the document. subscribed to the within instrument and other items of personal property, both tangible and intangible (excluding cashacknowledged to me that he/she/they [_] INDIVIDUAL executed the same in [_] CORPORATE OFFICERS(S) his/her/their authorized capacity(ies), owned and that by Assignor_____________________________ his/her/their signature(s) Title(s) on the instrument the [_] PARTNER(S) [_] LIMITED person(s), or the entity [_] GENERAL upon behalf of which the person(s) acted, executed [_] ATTORNEY-IN-FACT the instrument. [_] TRUSTEE(S) [_] GUARDIAN/CONSERVATOR WITNESS my hand and official seal. [_] OTHER: ______________________ ______________________ SIGNER IS REPRESENTING: ---------------------- Name of Person(s) or Entity(ies) __________________________________ _________________________________ SIGNATURE OF NOTARY _________________________________ EXHIBIT A TO DEED ----------------- LEGAL DESCRIPTION OF PROPERTY All that certain real property in the City of Mountain View, County of Santa Xxxxx, State of California, described as follows: [Legal Description to be Inserted] EXHIBIT B TO DEED ----------------- [EPA Order to be attached] EXHIBIT C TO DEED ----------------- [List of Portion of MEW Site that are on NPL to be attached, if any, ] EXHIBIT I-1 ----------- DO NOT RECORD FILOR REQUESTS DO NOT RECORD STAMP VALUE DECLARATION OF TAX DUE: SEPARATE PAPER: (Revenue and affixed or attached to, or placed or situated upon, or used or acquired in any way whatsoever in connection with the complete and comfortable use, enjoyment, occupancy or operation of the Property, excluding, however, any personal property owned or leased by Tenants of the Taxation Code 11932-11933) NOTE: This Declaration is not a public record Document #__________________________ Property (all of such properties and assets being hereinafter collectively referred to as the "Assigned Properties").located in: ( ) Unincorporated

Grantor. Signed by the Grantor on the date hereof. If the Grantor is a ___________________ By: --------------------------------- Name: --------------------------------- Title: --------------------------------- THE STATE OF ______________ sscorporation, this Deed is signed by a corporate officer who has authority to (a) convey all interests of the corporation that are conveyed by this Deed, and (b) to bind the corporation with respect to all matters dealt with herein. ss. COUNTY OF _________________ ss. This instrument was acknowledged before me on ____________, 199_, by _________________________, of _____________, a _________, on behalf of such ___________. ----------------------------------- Notary Public, State of ___________ EXHIBIT "D" BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT ----------------------------------------------- THE STATE OF TEXAS ss. ss. KNOW ALL MEN BY THESE PRESENTS: COUNTY OF ________ ss. That concurrently with the execution and delivery hereof, ________________, a ______________________ _____________ ("Assignor"), is conveying to APPLE REIT LIMITED PARTNERSHIP, a Virginia limited partnership ("Assignee"), by Special Warranty Deed ( the "Deed"), that certain tract of land, together with the improvements thereon, commonly known as ____________, City of ___________, ____________ County, Texas, more particularly described on Exhibit "A" attached to the Deed and made a part thereof for all purposes (the "Property"). It is the desire of Assignor hereby to assign, transfer and convey to Assignee all fixtures, fittings, appliances, apparatus, equipment, machinery, contract rights, claims, trade names, bonds, warranties and guaranties, licenses, permits, existing telephone numbers for the Property, the name "___________________________," ______ Signed, sealed and other items delivered in The presence of personal propertyor attested by: ______________________ [ seal ] ______________________ [ seal ] ______________________ [ seal ] ______________________ [ seal ] CERTIFICATE OF ACKNOWLEDGEMENT BY INDIVIDUAL State of New Jersey, both tangible County of _________________________________ I am either (check one) ____ a Notary Public or ____ a ______________________, an officer authorized to take acknowledgements and intangible proofs in the state of New Jersey. I sign this acknowledgement below to certify that it was executed before me. On this the _____ day of ___________________, 20___ _________________________________________ appeared before me in person. (excluding cashIf more than one person appears, the words “this person” shall include all persons named who appeared before the officer making this acknowledgement). I am satisfied that this person is the person named in and who signed this Deed. This person also acknowledged that the full and actual consideration paid or to be paid for the transfer of title to realty evidenced by this Deed, as such consideration is defined in P.L. 1968, c. 49, sec. 1(c), owned by Assignor, if anyis $____________________________. __________________________________________________ Officer’s signature: Sign above, and affixed print stamp or attached totype name below CORPORATE PROOF BY SUBSCRIBING WITNESS State of New Jersey, County of _________________________________ I am either (check one) ____ a Notary Public or placed or situated upon____ a ______________________, or used or acquired an officer authorized to take acknowledgements and proofs in any way whatsoever the state of New Jersey. On this the _____ day of ___________________, 20___, ______________________________ (hereinafter the “Witness”) appeared before me in connection with person. The Witness was duly sworn by me, and under oath stated and proved to my satisfaction that: 1 The Witness is the complete and comfortable use, enjoyment, occupancy or operation _________________ secretary of the Property, excluding, however, any personal property owned or leased by Tenants of corporation which is the Property Grantor described as such in this deed (all of such properties and assets being hereinafter collectively referred to as the "Assigned Properties"“Corporation”).

Grantor. a ___________________ ByGRANTOR: --------------------------------- NameGRANTOR: --------------------------------- Title: --------------------------------- THE -------------------------------- -------------------------------- -------------------------------------------------------------------------------- ACKNOWLEDGMENTS STATE OF ______________ ss. ss. MISSISSIPPI ) COUNTY OF _________________ ss. This instrument was acknowledged ) Personally appeared before me on ____________me, 199_, by _________________________, of _____________, a _________the undersigned authority in and for the said county and state, on behalf of such ___________. ----------------------------------- Notary Public, State of ____this _______ EXHIBIT "D" BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT ----------------------------------------------- THE STATE OF TEXAS ss. ss. KNOW ALL MEN BY THESE PRESENTS: COUNTY OF ________ ss. That concurrently with the execution and delivery hereof, ________________, a ______________________ _____________ ("Assignor"), is conveying to APPLE REIT LIMITED PARTNERSHIP, a Virginia limited partnership ("Assignee"), by Special Warranty Deed ( the "Deed"), that certain tract day of land, together with the improvements thereon, commonly known as ____________, City of ___________, ____________ County, Texas, more particularly described on Exhibit "A" attached to the Deed and made a part thereof for all purposes (the "Property"). It is the desire of Assignor hereby to assign, transfer and convey to Assignee all fixtures, fittings, appliances, apparatus, equipment, machinery, contract rights, claims, trade names, bonds, warranties and guaranties, licenses, permits, existing telephone numbers for the Property, the name "___________________________," , _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) executed the above and other items foregoing instrument. ____________________________________ Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of personal property___________________________, both tangible _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) executed the above and intangible foregoing instrument. ____________________________________ Notary Public My Commission Expires:___________________ STATE OF MISSISSIPPI ) COUNTY OF XXXXXXXX ) Personally appeared before me, the undersigned authority in and for the said county and state, on this 13TH day of September, 2001, within my jurisdiction, the within named Xxxxx Xxxxxxxxx, who acknowledged that (excluding cash), owned by Assignor, if anyhe)(she)(they) is the President of Custom Pack corporation, and affixed or attached to, or placed or situated upon, or used or acquired in any way whatsoever in connection with the complete that for and comfortable use, enjoyment, occupancy or operation on behalf of the Propertysaid corporation, excludingand as its act and deed (he)(she)(they) executed the above and foregoing instrument, howeverafter first having been duly authorized by said corporation so to do. /s/ Xxxxxx X. XxXxxxxx ------------------------------------ Notary Public NOTARY PUBLIC STATE OF MISSISSIPPI AT LARGE MY COMMISSION EXPIRES: Jul 31, any personal property owned or leased by Tenants 2005 BONDED THRU NOTARY PUBLIC UNDERWRITERS STATE OF MISSISSIPPI ) COUNTY OF ____________ ) Personally appeared before me, the undersigned authority in and for the said county and state, on this _______ day of ___________________________, _________, within my jurisdiction, the within named ______________________________________, who acknowledged that (he)(she)(they) is the who acknowledged that (he)(she)(they) is _________________ of ____________________ a _________________ corporation, and that for and on behalf of the Property said corporation, and as its act and deed (all he)(she)(they) executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ____________________________________ Notary Public My Commission Expires:___________________ SCHEDULE A The real estate located in the County of such properties and assets being hereinafter collectively referred to as the XXXXXXXX, state of Mississippi, described as: SEE ATTACHED EXHIBIT "Assigned PropertiesA"). SCHEDULE B 1ST AND 2ND DEED OF TRUST IN FAVOR OF SOUTHTRUST BANK.

Grantor. PASSAIC AVENUE SOUTH ASSOCIATES, a ____New Jersey limited partnership By: ----------------------------- Name: Title: ACKNOWLEDGMENT STATE OF_______________ By) ) ss.: --------------------------------- Name: --------------------------------- Title: --------------------------------- THE STATE OF COUNTY OF______________ ss. ss. COUNTY OF ) On the ____ day of _______________ ss. This instrument was acknowledged 2000, before me on ____________me, 199_the undersigned, by ___a Notary Public in and for said State, personally appeared ______________________, proved to me on the basis of _____________satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, a _________and that by his signature(s) on the instrument, on the individual, or the person upon behalf of such ___________which the individual acted, executed the instrument; that the individual is known to me and did not swear an oath. ----------------------------------- ---------------------------------------- Notary PublicPublic (SEAL) EXHIBIT F FORM OF SUBLEASE ASSIGNMENT Record and return to: Solomon and Xxxxxxxx LLP 00 Xxxx 00xx Xxxxxx Xxx Xxxx, State of ___________ EXHIBIT "D" BLANKET CONVEYANCE, BILL Xxx Xxxx 00000 Attn: Xxxxxx X. Xxxxxxx Prepared by: ----------------------------- ----------------------------- ASSIGNMENT AND ASSUMPTION OF SALE AND ASSIGNMENT ----------------------------------------------- THE STATE OF TEXAS ss. ss. LEASE KNOW ALL MEN BY THESE PRESENTS: COUNTY OF ________ ss. That concurrently with the execution and delivery hereof, ________________that PASSAIC AVENUE SOUTH ASSOCIATES, formerly known as Passaic Avenue Associates, a ______________________ _____________ New Jersey limited partnership, having an office c/x Xxxxxxx Maintenance Corp., 00 Xxxxx Xxxxxx, Xxxx, Xxx Xxxxxx 00000 ("AssignorASSIGNOR"), is conveying to APPLE REIT LIMITED PARTNERSHIPfor and in consideration of TEN ($10.00) DOLLARS and other good and valuable consideration paid by DEL TOCH LLC, a Virginia Delaware limited partnership liability company, having an office c/o DVL, Inc., 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("AssigneeASSIGNEE"), by Special Warranty Deed ( the receipt and sufficiency of which being hereby acknowledged, hereby assigns, transfers and sets over unto Assignee, and unto Assignee's successors and assigns, from and after the date hereof (the "DeedCLOSING DATE"), all of Assignor's right, title and interest as lessor in, to and under that certain tract agreement of landlease, together with dated as of August 5, 1982, between Assignor, as landlord, and Kenbee Management, Inc., as tenant, which lease was recorded July 18, 1984 in Book 3119, Page 752 in the improvements thereonXxxxxx County Recorder's Office (the "KENBEE LEASE"), commonly known as ____________, City which Kenbee Lease affects that certain parcel of ___________, ____________ County, Texas, real property more particularly described on Exhibit "A" attached to the Deed in EXHIBIT A annexed hereto and made a part thereof for all purposes hereof (the "PropertyPREMISES"). It is the desire of Assignor hereby to assign, transfer and convey to Assignee together with all fixturesrents, fittings, appliances, apparatus, equipment, machinery, contract rights, claims, trade names, bonds, warranties and guaranties, licenses, permits, existing telephone numbers for the Property, the name "___________________________," and other items of personal property, both tangible and intangible (excluding cash), owned by Assignorguarantees, if any, and affixed or attached to, or placed or situated upon, or used or acquired in any way whatsoever in connection with the complete and comfortable use, enjoyment, occupancy or operation of the Property, excluding, however, any personal property owned or leased by Tenants obligations of the Property tenant thereunder and any security deposits, if any, but only to the extent presently held by Assignor as set forth on EXHIBIT B annexed hereto and made a part hereof (the "SECURITY DEPOSIT"), subject to the terms and conditions of the Kenbee Lease. TO HAVE AND TO HOLD THE SAME unto Assignee, its successors and assigns, forever. Assignee for itself, its successors and assigns, hereby assumes all of such properties the rights, duties and assets being hereinafter collectively referred to as obligations of the "Assigned Properties")lessor under the Kenbee Lease arising from and after the date hereof.

Grantor. LEX-GEN WOODLANDS, L.P., a Delaware limited partnership By: Lex-Gen Woodlands GP, LLC, a Delaware limited liability company, its sole general partner By: Name: Title: STATE OF TEXAS § § COUNTY OF XXXXXXXXXX § This instrument was acknowledged before me on ___________, 20__, by ___________________ By: --------------------------------- Name: --------------------------------- Title: --------------------------------- THE STATE OF ______________ ss. ss. COUNTY OF _________________ ss. This instrument was acknowledged before me on ____________, 199_, by __________________________ of Lex-Gen Woodlands GP, of _____________LLC, a _________Delaware limited liability company, sole general partner of Lex-Gen Woodlands, L.P., a Delaware limited partnership, on behalf of such ___________said limited partnership. ----------------------------------- Notary Public, Public in and for the State of ___________ EXHIBIT "D" BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT ----------------------------------------------- THE STATE OF TEXAS ss. ss. KNOW ALL MEN BY THESE PRESENTS: COUNTY OF ________ ss. That concurrently with the execution and delivery hereof, ________________, a __________ MAILING ADDRESS OF BENEFICIARY: Attn: AFTER RECORDING RETURN TO: Attn: EXHIBIT D FORM OF SPECIAL WARRANTY XXXX OF SALE AND GENERAL ASSIGNMENT KNOW ALL PEOPLE BY THESE PRESENTS, that LEX-GEN WOODLANDS, L.P., with an address at 0000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxx 00000 (“Seller”), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) lawful money of the United States, and other good and valuable consideration to Seller in hand paid, at or before the delivery of these presents, by [[ _____________ _____________ ("Assignor"), is conveying to APPLE REIT LIMITED PARTNERSHIP, a Virginia limited partnership ("Assignee"), by Special Warranty Deed ( the "Deed"), that certain tract of land, together with the improvements thereon, commonly known as ____________, City of ___________, ____________ County, Texas, more particularly described on Exhibit "A" attached to the Deed and made a part thereof for all purposes (the "Property"). It ]] whose post office address is the desire of Assignor hereby to assign, transfer and convey to Assignee all fixtures, fittings, appliances, apparatus, equipment, machinery, contract rights, claims, trade names, bonds, warranties and guaranties, licenses, permits, existing telephone numbers for the Property, the name "[[___________________________," and other items of personal property, both tangible and intangible __]] (excluding cash“Purchaser”), owned by Assignorthe receipt and sufficiency of which is hereby acknowledged, if any, and affixed or attached to, or placed or situated upon, or used or acquired in any way whatsoever in connection with the complete and comfortable use, enjoyment, occupancy or operation sale of the Propertyparcel of land described in Exhibit A attached hereto (the “Land”) and the buildings and improvements erected thereon (collectively, excludingthe “Premises”), howeverhas bargained and sold, any personal property owned or leased and by Tenants of these presents does grant, bargain, sell, convey, set over, transfer, assign and deliver unto the Property (all of such properties Purchaser, its successors and assets being hereinafter collectively referred to as assigns, the "Assigned Properties").following:

Grantor. MERCATOR SOFTWARE, INC., a _________________Delaware Corporation, as Grantor By: Title: Agreed and consented to as of the date first above written: FOOTHILL CAPITAL CORPORATION, a California corporation, as Agent By: Title: SIGNATURE PAGE FOR THE COPYRIGHT SECURITY AGREEMENT STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the __ By: --------------------------------- Name: --------------------------------- Title: --------------------------------- THE STATE OF ______________ ss. ss. COUNTY OF _________________ ss. This instrument was acknowledged day of December, 2002, before me on ____________, 199_, by personally came _________________________, of _____________, a _________to me known, on behalf of such ___________. ----------------------------------- Notary Publicwho, State of ___________ EXHIBIT "D" BLANKET CONVEYANCEbeing by me duly sworn, BILL OF SALE AND ASSIGNMENT ----------------------------------------------- THE STATE OF TEXAS ss. ss. KNOW ALL MEN BY THESE PRESENTS: COUNTY OF ________ ss. That concurrently with the execution did depose and delivery hereof, say he resides at ________________, a ______________________________________ _____________ ("Assignor"), is conveying to APPLE REIT LIMITED PARTNERSHIP, a Virginia limited partnership ("Assignee"), by Special Warranty Deed ( the "Deed"), that certain tract of land, together with the improvements thereon, commonly known as ____________, City of ___________, ____________ County, Texas, more particularly described on Exhibit "A" attached to the Deed and made a part thereof for all purposes (the "Property"). It is the desire of Assignor hereby to assign, transfer and convey to Assignee all fixtures, fittings, appliances, apparatus, equipment, machinery, contract rights, claims, trade names, bonds, warranties and guaranties, licenses, permits, existing telephone numbers for the Property, the name "___________________________," __________________________ and other items that he is the ____________________of personal propertyMERCATOR SOFTWARE, both tangible INC., the corporation described in and intangible (excluding cash)which executed the above instrument; that he has been authorized to execute said instrument on behalf of said corporation; and that he signed said instrument on behalf of said corporation pursuant to said authority. ______________________ Notary Public [Notarial Seal] STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the __day of December, owned 2002, before me personally came _________________________________________to me known, who, being by Assignorme duly sworn, if anydid depose and say he resides at _____________________________________________________ _______________________________________________________________________________and that he is the of FOOTHILL CAPITAL CORPORATION, the corporation described in and affixed or attached to, or placed or situated upon, or used or acquired in any way whatsoever in connection with which executed the complete above instrument; that he has been authorized to execute said instrument on behalf of said corporation; and comfortable use, enjoyment, occupancy or operation that he has signed said instrument on behalf of the Property, excluding, however, any personal property owned or leased by Tenants of the Property (all of such properties and assets being hereinafter collectively referred said corporation pursuant to as the "Assigned Properties").said authority. ______________________ Notary Public [Notarial Seal] SCHEDULE I: COPYRIGHTS AND COPYRIGHT REGISTRATIONS SEE ATTACHED. SCHEDULE II: LICENSES

Grantor. Perma-Pipe Inc., a _Delaware corporation By: __________________ By: --------------------------------- Name: --------------------------------- Title: --------------------------------- THE STATE OF ______________ ss. ss. COUNTY OF _________________ ss. This instrument was acknowledged before me on Title: ____________, 199_, by _____ STATE OF ___________ ) COUNTY OF ______________ ) Before me, __________________, of _____________a Notary Public in and for the County and State aforesaid, a _________, on behalf of such ___________. ----------------------------------- Notary Public, State of ___________ EXHIBIT "D" BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT ----------------------------------------------- THE STATE OF TEXAS ss. ss. KNOW ALL MEN BY THESE PRESENTS: COUNTY OF ________ ss. That concurrently with the execution and delivery hereof, __personally appeared ______________, a ________with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence) and who, upon oath, acknowledged him/her self to be the ______________ _____________ ("Assignor"), is conveying to APPLE REIT LIMITED PARTNERSHIPof Perma-Pipe Inc., a Virginia limited partnership ("Assignee")Delaware corporation, by Special Warranty Deed ( the "Deed")within named grantor, and that certain tract of land, together with the improvements thereon, commonly known he/she as such _____________, City being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation as such ___________. WITNESS my hand and seal at office in ____________, ____________, this ___ Countyday of ______, Texas, more particularly described on Exhibit "A" attached to the Deed and made a part thereof for all purposes (the "Property")2021. It is the desire of Assignor hereby to assign, transfer and convey to Assignee all fixtures, fittings, appliances, apparatus, equipment, machinery, contract rights, claims, trade names, bonds, warranties and guaranties, licenses, permits, existing telephone numbers for the Property, the name "___________________________," and other items ______________ Notary Public My commission expires: ______________________ (SEAL) EXHIBIT “A” TO GENERAL WARRANTY DEED LEGAL DESCRIPTION OF PROPERTY APN: 095058G A 00200 EXHIBIT “C” [FORM OF] TAXPAYER’S CERTIFICATION OF NON-FOREIGN STATUS To inform Wxxxxxx Properties, LP, a California limited partnership (“Transferee”) that withholding of personal propertytax under Section 1445 of the Internal Revenue Code of 1986, both tangible and intangible as amended (excluding cash“Code”), owned will not be required upon the transfer of certain real property to the Transferee by AssignorPerma-Pipe Inc., if anya Delaware corporation, and affixed or attached to, or placed or situated upon, or used or acquired in any way whatsoever in connection with the complete and comfortable use, enjoyment, occupancy or operation undersigned (“Taxpayer”) hereby certifies the following on behalf of the Property, excluding, however, any personal property owned or leased by Tenants of the Property (all of such properties and assets being hereinafter collectively referred to as the "Assigned Properties").Taxpayer:

Grantor. OXFORD TRAIL JV LLC, a Delaware limited liability company, By: Oxford Trail Partners LLC, a Georgia limited liability company, its managing member By: Oxford Trail Development LLC, Witness a Georgia limited liability company, Name: its managing member By: Witness W. Xxxxxx Xxxxx, Xx., Manager Name: STATE OF ___________ COUNTY OF _____________ I HEREBY CERTIFY that on this date, before me, an officer duly authorized in the State aforesaid and in the County aforesaid, to take acknowledgments, the foregoing instrument was acknowledged before me by ___________________ By: --------------------------------- Name: --------------------------------- Title: --------------------------------- THE STATE OF ______________ ss. ss. COUNTY OF _________________ ss. This instrument was acknowledged before me on ____________, 199_, by _________________________, of _____________, a _________, _ on behalf of such ___________. ----------------------------------- Notary Public, State of ___________ EXHIBIT "D" BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT ----------------------------------------------- THE STATE OF TEXAS ss. ss. KNOW ALL MEN BY THESE PRESENTS: COUNTY OF ________ ss. That concurrently with the execution and delivery hereof, ________________, a ______________________ ________, freely and voluntarily under authority duly vested in him by said corporation. He is personally known to me or who has produced a driver’s license as identification. WITNESS my hand and official seal in the City and State last aforesaid this _____ ("Assignor"), is conveying to APPLE REIT LIMITED PARTNERSHIP, a Virginia limited partnership ("Assignee"), by Special Warranty Deed ( the "Deed"), that certain tract day of land, together with the improvements thereon, commonly known as ________________, City 20__. Notary Public, State of ____________ at Large My Commission Expires: [Type, Print or Stamp Name] EXHIBIT A to Limited Warranty Deed EXHIBIT B to Limited Warranty Deed EXHIBIT D TO PURCHASE AND SALE AGREEMENT XXXX OF SALE XXXX OF SALE THIS XXXX OF SALE is made and delivered this _____ day of ___________, 20____________ County, Texasby OXFORD TRAIL JV LLC, more particularly described on Exhibit "A" attached a Delaware limited liability company (hereinafter referred to the Deed as “Seller”), and made a part thereof for all purposes (the "Property"). It is the desire of Assignor hereby to assign, transfer and convey to Assignee all fixtures, fittings, appliances, apparatus, equipment, machinery, contract rights, claims, trade names, bonds, warranties and guaranties, licenses, permits, existing telephone numbers for the Property, the name "________________________, a ___," and other items of personal property, both tangible and intangible ___________ (excluding cash), owned by Assignor, if any, and affixed or attached to, or placed or situated upon, or used or acquired in any way whatsoever in connection with the complete and comfortable use, enjoyment, occupancy or operation of the Property, excluding, however, any personal property owned or leased by Tenants of the Property (all of such properties and assets being hereinafter collectively referred to as the "Assigned Properties"“Purchaser”).

Grantor. DAYBREAK OIL AND GAS, INC., a ___________________ Washington corporation By: --------------------------------- /s/ XXXXX X. XXXXXXXXXXXX Name: --------------------------------- Xxxxx X. Xxxxxxxxxxxx Title: --------------------------------- THE President and Chief Executive Officer STATE OF ______________ ss. ss. COUNTY OF _________________ ss. This instrument was acknowledged before me on ____________, 199_, by _________________________, of _____________, a _________, on behalf of such ___________. ----------------------------------- Notary Public, State of ___________ EXHIBIT "D" BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT ----------------------------------------------- THE STATE OF TEXAS ss. ss. KNOW ALL MEN BY THESE PRESENTS) ) SS: COUNTY OF ________ ss. That concurrently with the execution and delivery hereof, ________________, a ______________________ _______) On the ______ ("Assignor"), is conveying to APPLE REIT LIMITED PARTNERSHIP, a Virginia limited partnership ("Assignee"), by Special Warranty Deed ( the "Deed"), that certain tract day of land, together with the improvements thereon, commonly known as _________________, City of _______in the year ____, ____________ County, Texas, more particularly described on Exhibit "A" attached to the Deed and made a part thereof for all purposes (the "Property"). It is the desire of Assignor hereby to assign, transfer and convey to Assignee all fixtures, fittings, appliances, apparatus, equipment, machinery, contract rights, claims, trade names, bonds, warranties and guaranties, licenses, permits, existing telephone numbers for the Propertybefore me, the name "undersigned, personally appeared ___________________________," ________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is(are) subscribed to the within instrument and other items acknowledged to me that he/she/they executed the same in his/her/their capacity, and that by his/her/their signature(s) on the instrument, the individual(s) or the person(s) upon behalf of personal propertywhich the individual(s) acted, both tangible executed the instrument. NOTARY PUBLIC [Seal] (signatures continued on following page) [SIGNATURE PAGE TO CONVEYANCE OF OVERRIDING ROYALTY INTERESTS, CONT’D] GRANTEE: MAXIMILIAN RESOURCES LLC, a Delaware limited liability company By: /s/ XXXX XXXXXX Name: Xxxx Xxxxxx Title: Authorized Signatory STATE OF __________________________ ) ) SS: COUNTY OF ________________________ ) On the ______ day of _________________, in the year ____, before me, the undersigned, personally appeared ___________________________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is(are) subscribed to the within instrument and intangible acknowledged to me that he/she/they executed the same in his/her/their capacity, and that by his/her/their signature(s) on the instrument, the individual(s) or the person(s) upon behalf of which the individual(s) acted, executed the instrument. NOTARY PUBLIC [Seal] EXHIBIT A Attached to and made a part of that certain Conveyance of Overriding Royalty Interest The App Energy H-33 well EXHIBIT B Amendment to Operating Agreement AMENDMENT TO OPERATING AGREEMENT This AMENDMENT TO OPERATING AGREEMENT (excluding cashthis “Agreement”) is made as of October 14, 2015, by and among DAYBREAK OIL AND GAS, INC., a Washington corporation (“Daybreak”), owned by Assignorand APP ENERGY, if anyLLC, and affixed or attached to, or placed or situated upon, or used or acquired in any way whatsoever in connection with the complete and comfortable use, enjoyment, occupancy or operation of the Property, excluding, however, any personal property owned or leased by Tenants of the Property a Kentucky limited liability company (all of such properties and assets being hereinafter collectively referred to as the "Assigned Properties"“App”).

Grantor. LEX-GEN WOODLANDS, L.P., a Delaware limited partnership By: Lex-Gen Woodlands GP, LLC, a Delaware limited liability company, its sole general partner By: Name: Title: STATE OF TEXAS § § COUNTY OF XXXXXXXXXX § This instrument was acknowledged before me on ___________, 20__, by ___________________ By: --------------------------------- Name: --------------------------------- Title: --------------------------------- THE STATE OF ______________ ss. ss. COUNTY OF _________________ ss. This instrument was acknowledged before me on ____________, 199_, by __________________________ of Lex-Gen Woodlands GP, of _____________LLC, a _________Delaware limited liability company, sole general partner of Lex-Gen Woodlands, L.P., a Delaware limited partnership, on behalf of such ___________said limited partnership. ----------------------------------- Notary Public, Public in and for the State of ___________ EXHIBIT "D" BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT ----------------------------------------------- THE STATE OF TEXAS ss. ss. KNOW ALL MEN BY THESE PRESENTS: COUNTY OF ________ ss. That concurrently with the execution and delivery hereof, ________________, a __________ MAILING ADDRESS OF BENEFICIARY: Attn: AFTER RECORDING RETURN TO: Attn: C-4 EXHIBIT D FORM OF SPECIAL WARRANTY XXXX OF SALE AND GENERAL ASSIGNMENT KNOW ALL PEOPLE BY THESE PRESENTS, that LEX-GEN WOODLANDS, L.P., with an address at 8800 Xxxxxxxxxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxx 00000 (“Seller”), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) lawful money of the United States, and other good and valuable consideration to Seller in hand paid, at or before the delivery of these presents, by [[ _____________ _____________ ("Assignor"), is conveying to APPLE REIT LIMITED PARTNERSHIP, a Virginia limited partnership ("Assignee"), by Special Warranty Deed ( the "Deed"), that certain tract of land, together with the improvements thereon, commonly known as ____________, City of ___________, ____________ County, Texas, more particularly described on Exhibit "A" attached to the Deed and made a part thereof for all purposes (the "Property"). It ]] whose post office address is the desire of Assignor hereby to assign, transfer and convey to Assignee all fixtures, fittings, appliances, apparatus, equipment, machinery, contract rights, claims, trade names, bonds, warranties and guaranties, licenses, permits, existing telephone numbers for the Property, the name "[[___________________________," and other items of personal property, both tangible and intangible __]] (excluding cash“Purchaser”), owned by Assignorthe receipt and sufficiency of which is hereby acknowledged, if any, and affixed or attached to, or placed or situated upon, or used or acquired in any way whatsoever in connection with the complete and comfortable use, enjoyment, occupancy or operation sale of the Propertyparcel of land described in Exhibit A attached hereto (the “Land”) and the buildings and improvements erected thereon (collectively, excludingthe “Premises”), howeverhas bargained and sold, any personal property owned or leased and by Tenants of these presents does grant, bargain, sell, convey, set over, transfer, assign and deliver unto the Property (all of such properties Purchaser, its successors and assets being hereinafter collectively referred to as assigns, the "Assigned Properties").following:

Grantor. HOF VILLAGE, LLC, a Delaware limited liability company By: Name: Title: HOF VILLAGE YOUTH FIELDS, LLC, a Delaware limited liability company By: Name: Title: HOF VILLAGE PARKING, LLC, a Delaware limited liability company By: Name: Title: HOF VILLAGE STADIUM, LLC, a Delaware limited liability company By: Name: Title: STATE OF ____________________ By) :ss.: --------------------------------- Name: --------------------------------- Title: --------------------------------- THE STATE OF ______________ ss. ss. COUNTY OF _________________ ss. This instrument was acknowledged before me on ____________, 199_, by _______________________ ) On the ___, _ day of ______________ in the year 2018, before me, the undersigned, a _________Notary Public in and for said State, on behalf of such ___________. ----------------------------------- Notary Public, State of ___________ EXHIBIT "D" BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT ----------------------------------------------- THE STATE OF TEXAS ss. ss. KNOW ALL MEN BY THESE PRESENTS: COUNTY OF ________ ss. That concurrently with the execution and delivery hereof, ________________, a ______________________ _____________ ("Assignor"), is conveying to APPLE REIT LIMITED PARTNERSHIP, a Virginia limited partnership ("Assignee"), by Special Warranty Deed ( the "Deed"), that certain tract of land, together with the improvements thereon, commonly known as ____________, City of ___________, ____________ County, Texas, more particularly described on Exhibit "A" attached to the Deed and made a part thereof for all purposes (the "Property"). It is the desire of Assignor hereby to assign, transfer and convey to Assignee all fixtures, fittings, appliances, apparatus, equipment, machinery, contract rights, claims, trade names, bonds, warranties and guaranties, licenses, permits, existing telephone numbers for the Property, the name "personally appeared ___________________________," , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. Notary Public STATE OF ____________________ ) :ss.: COUNTY OF _______________________ ) On the ____ day of ____________ in the year 2018, before me, the undersigned, a Notary Public in and for said State, personally appeared ___________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. Notary Public STATE OF ____________________ ) :ss.: COUNTY OF _______________________ ) On the ____ day of ____________ in the year 2018, before me, the undersigned, a Notary Public in and for said State, personally appeared ___________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. Notary Public STATE OF ____________________ ) :ss.: COUNTY OF _______________________ ) On the ____ day of ____________ in the year 2018, before me, the undersigned, a Notary Public in and for said State, personally appeared ___________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. Notary Public Prepared by: and by: Xxxxxxx X. Xxxxxxxx Xx., Esq. Xxxxxx X. Xxxxx, Esq. Xxxx Xxxxxxxxxx & Hollister LLP Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP 000 Xxxxxx Xxxxxx, Xxxxx 0000 0000 Xxxxxx xx xxx Xxxxxxxx Xxxxxxxxxx, Xxxx 00000-0000 Xxx Xxxx, Xxx Xxxx 00000 EXHIBIT A-1 Fee Premises EXHIBIT A-2 YF Leasehold Premises EXHIBIT A-3 Parking Leasehold Premises EXHIBIT A-4 Stadium Leasehold Premises Exhibit D FORM OF SOLVENCY CERTIFICATE SOLVENCY CERTIFICATE March 20, 2018 Reference is made to that certain Term Loan Agreement, dated as of the date hereof, among (i) HOF VILLAGE, LLC, a Delaware limited liability company (the “Lead Borrower”); HOF VILLAGE YOUTH FIELDS, LLC, a Delaware limited liability company; HOF VILLAGE PARKING, LLC, a Delaware limited liability company; a Delaware limited liability company; HOF VILLAGE STADIUM, LLC, a Delaware limited liability company; HOF VILLAGE LAND, LLC, a Delaware limited liability company; HOF VILLAGE HOTEL I, LLC, a Delaware limited liability company; HOF VILLAGE SPORTS BUSINESS, LLC, a Delaware limited liability company; HOF Village Parking Management I, LLC, a Delaware limited liability company; HOF Village Residences I, LLC, a Delaware limited liability company; HOF Village Center for Excellence, LLC, a Delaware limited liability company; HOF Village Center for Performance, LLC, a Delaware limited liability company; HOF Experience, LLC, a Delaware limited liability company; and HOF Village Media Group, LLC, a Delaware limited liability company and the other items of personal propertyPersons signatory thereto as “Borrowers” (collectively, both tangible the “Borrowers”, and intangible (excluding casheach individually, a “Borrower”), owned by Assignor(ii) the LENDERS from time to time party thereto; and GACP FINANCE CO., if anyLLC, and affixed or attached to, or placed or situated upon, or used or acquired in any way whatsoever in connection with as administrative agent (the complete and comfortable use, enjoyment, occupancy or operation “Loan Agreement”). This Solvency Certificate is being delivered pursuant to Section 4.01(t) of the PropertyLoan Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement. The undersigned hereby certifies, excludingon behalf of each Borrower, howeverthat, any personal property owned or leased by Tenants immediately before and after the consummation of the Property (all Transactions to occur on the date hereof and after giving effect to the application of such properties and assets being hereinafter collectively referred the proceeds of each Loan, with respect to as the "Assigned Properties").each Borrower:

Grantor. RRE BENT OAKS HOLDINGS, LLC, a ___________________ Delaware limited liability company By: --------------------------------- Name: --------------------------------- Title: --------------------------------- THE STATE OF ______________ ss. ss. COUNTY OF _________________ ss. This instrument was acknowledged before me on ____________, 199_, by :__________________________ Name: Title: Acknowledgment STATE OF § § COUNTY OF § BEFORE ME, the undersigned, a Notary Public in and for said County and State, on this day personally appeared ______________, known to me to be the _______________ of RRE Bent Oaks Holdings, LLC, the limited liability company that executed the foregoing instrument, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the said limited liability company, and that he/she executed the same as the act of such limited liability company for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this _____ day of ___________, 2016. __________________________________________ Notary Public My Commission Expires:______________ Exhibit A – Legal Description Exhibit B - Permitted Exceptions LW:1033795.4 EXHIBIT A TO DEED LW:1033795.4 EXHIBIT B TO DEED PERMITTED EXCEPTIONS LW:1033795.4 EXHIBIT C XXXX OF SALE AND ASSIGNMENT THIS XXXX OF SALE AND ASSIGNMENT (the “Assignment”) is made as of _____________, a _________, on behalf of such ___________. ----------------------------------- Notary Public2016, State by RRE BENT OAKS HOLDINGS, LLC, a Delaware limited liability company (“Seller”), in favor of ___________ EXHIBIT "D" BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT ----------------------------------------------- THE STATE OF TEXAS ss. ss. KNOW ALL MEN BY THESE PRESENTS: COUNTY OF ________ ss. That concurrently with the execution and delivery hereof, ________________, a ______________________ _____________ ("Assignor"), is conveying to APPLE REIT LIMITED PARTNERSHIP, a Virginia limited partnership ("Assignee"), by Special Warranty Deed ( the "Deed"), that certain tract of land, together with the improvements thereon, commonly known as ____________, City of ___________, ____________ County, Texas, more particularly described on Exhibit "A" attached to the Deed and made a part thereof for all purposes (the "Property"). It is the desire of Assignor hereby to assign, transfer and convey to Assignee all fixtures, fittings, appliances, apparatus, equipment, machinery, contract rights, claims, trade names, bonds, warranties and guaranties, licenses, permits, existing telephone numbers for the Property, the name "___________________________," and other items of personal property, both tangible and intangible (excluding cash), owned by Assignor, if any, and affixed or attached to, or placed or situated upon, or used or acquired in any way whatsoever in connection with the complete and comfortable use, enjoyment, occupancy or operation of the Property, excluding, however, any personal property owned or leased by Tenants of the Property (all of such properties and assets being hereinafter collectively referred to as the "Assigned Properties"“Buyer”).

Grantor. LEX-GEN WOODLANDS, L.P., a Delaware limited partnership By: Lex-Gen Woodlands GP, LLC, a Delaware limited liability company, its sole general partner By: Name: Title: THE STATE OF TEXAS § § COUNTY OF XXXXXXXXXX § This instrument was acknowledged before me on ___________, 201____, by ___________________ By: --------------------------------- Name: --------------------------------- Title: --------------------------------- THE STATE OF ______________ ss. ss. COUNTY OF _________________ ss. This instrument was acknowledged before me on ____________, 199_, by __________________________ of Lex-Gen Woodlands GP, of _____________LLC, a _________Delaware limited liability company, sole general partner of Lex-Gen Woodlands, L.P., a Delaware limited partnership, on behalf of such ___________said limited partnership. ----------------------------------- Notary Public, Public in and for the State of ___________ Mailing Address of Beneficiary: Attention: After Recording Return To: Attention: EXHIBIT "D" BLANKET CONVEYANCE, BILL D FORM OF XXXX OF SALE AND GENERAL ASSIGNMENT ----------------------------------------------- THE STATE OF TEXAS ss. ss. KNOW ALL MEN PEOPLE BY THESE PRESENTS: COUNTY OF ________ ss. That concurrently , that LEX-GEN WOODLANDS, L.P., with an address at 0000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxx 00000 (“Seller”), for and in consideration of the execution sum of Ten and No/100 Dollars ($10.00) lawful money of the United States, and other good and valuable consideration to Seller in hand paid, at or before the delivery hereofof these presents, ________________, a _________by [[ _____________ _____________ ("Assignor"), is conveying to APPLE REIT LIMITED PARTNERSHIP, a Virginia limited partnership ("Assignee"), by Special Warranty Deed ( the "Deed"), that certain tract of land, together with the improvements thereon, commonly known as ____________, City of ___________, ____________ County, Texas, more particularly described on Exhibit "A" attached to the Deed and made a part thereof for all purposes (the "Property"). It ]] whose post office address is the desire of Assignor hereby to assign, transfer and convey to Assignee all fixtures, fittings, appliances, apparatus, equipment, machinery, contract rights, claims, trade names, bonds, warranties and guaranties, licenses, permits, existing telephone numbers for the Property, the name "[[___________________________," and other items of personal property, both tangible and intangible __]] (excluding cash“Purchaser”), owned by Assignorthe receipt and sufficiency of which is hereby acknowledged, if anyhas bargained and sold, and affixed or attached toby these presents does grant, or placed or situated uponbargain, or used or acquired in any way whatsoever in connection with sell, convey, set over, transfer, assign and deliver unto the complete Purchaser, its successors and comfortable useassigns, enjoyment, occupancy or operation of the Property, excluding, however, any personal property owned or leased by Tenants of the Property (all of such properties and assets being hereinafter collectively referred to as the "Assigned Properties").following: