Common use of Transferred Assets Clause in Contracts

Transferred Assets. Subject to the terms and conditions of this Agreement, as of the Closing Date, Hersha Owner agrees to transfer to Owner JV, free and clear of liens and encumbrances other than the Permitted Exceptions, and Owner JV agrees to receive from Hersha Owner, all of the following items (collectively, the “Property”): (a) all of Hersha Owner’s right, title and interest in and to the land described on Exhibit A hereto with all rights, privileges and easements appurtenant thereto (collectively, the “Real Property”); (b) all of Hersha Owner’s right, title, and interest in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel on hand as of the Closing Date, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (ii) to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7

Transferred Assets. Subject Except with respect to Fee Realty, the terms Transferred Assets are, and conditions at the time of this AgreementClosing will be, as owned by Seller and conveyed, transferred and assigned to Buyer free and clear of all Encumbrances. The Transferred Assets (i) are in a normal state of repair (except for ordinary wear and tear), (ii) are sufficient, both in number and condition, to comply with applicable requirements of State Regulatory Authorities and the manufacturer's specifications, except for non-compliances that in the aggregate are not reasonably likely to have a material adverse effect on the Business following the Closing Date, Hersha Owner agrees and (iii) will include all assets of every type, nature and description that relate to, arise from, are used or held by Seller primarily in the operation of the Business as presently operated by Seller (including vehicles and related vehicle stock, portable office equipment, test equipment, generators, materials, supplies, tools, maintenance radio equipment and antennas normally located within the Exchanges or primarily used in connection with the Business), except for the Excluded Assets. Assuming the receipt of all required third-party consents, the instruments and documents to transfer be executed and/or delivered by Seller to Owner JV, free Buyer pursuant to Section 2.2 hereof at or following the Closing Date shall be adequate and clear of liens and encumbrances other than the Permitted Exceptions, and Owner JV agrees sufficient to receive from Hersha Owner, vest in Buyer all of the following items (collectively, the “Property”): (a) all of Hersha Owner’s Seller's right, title and interest in and or to the land described on Exhibit A hereto with Transferred Assets. To Seller's Knowledge, Seller enjoys peaceful, undisturbed possession under all leases included in the Material Contracts and rights, privileges -of-way and easements appurtenant with respect thereto (collectively, the “Real Property”); (b) all of Hersha Owner’s right, title, and interest in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel on hand as of Fee Realty. Notwithstanding the Closing Date, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only foregoing to the extent that any applicable law prohibits contrary, with respect to all Fee Realty included in the transfer of alcoholic beverages Transferred Assets, Seller makes no representations or warranties as to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (ii) to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation Encumbrances thereon, it being the express agreement of the Hotel (parties that such matters shall be the subject of the arrangements set forth in Sections 3.1.11 and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 75.3.9.

Transferred Assets. Subject Except as to the terms any Excluded Assets, Sellers hereby agree to contribute, convey, grant, assign and conditions of this Agreement, as of the Closing Date, Hersha Owner agrees to transfer to Owner JVtransfer, free and clear of liens Liens, Claims, interests and encumbrances other than Encumbrances, each as defined in the Permitted ExceptionsOrder Approving Debtors’ Motion to Sell Property Under Section 363(b) of the Bankruptcy Code, dated October 8, 2009, as the same may be amended pursuant to Section 3.2 below (the “Sale Order”) to Buyer at the Closing, and Owner JV Buyer hereby agrees to receive accept from Hersha OwnerSellers at the Closing, all of the following items assets, properties, rights and privileges owned, used or held for use by Sellers as described below (collectively, the “PropertyAssets”): (a1) all All of Hersha Owner’s rightSellers’ interest, right and title and interest in and to the land described patents and related intellectual property rights listed on Exhibit A hereto with all rights, privileges and easements appurtenant thereto Schedule 1.1(0(1) (collectively, the “Real Transferred Intellectual Property Rights”); (2) The contracts listed on Schedule 1.1(a)(2) (the “Assumed Contracts”); (3) All vials of Advexin owned by Sellers as of the date of this Agreement and not previously sold including, specifically, without limitation, those vials and other items of personal property listed on Schedule 1.1(a)(3) (the “Transferred Personal Property”); (b4) All of Sellers’ equity interest in VirRx; Inc., a Delaware corporation, which is understood to be a 49% interest, and all of Hersha OwnerSeller’s rightrights under any shareholder agreements, titleinvestment contracts or other agreements effecting or related to the equity interest in VirRx; Inc., but subject to any restrictions on transfer set forth in any such agreements, provided, however, that Sellers will use commercially reasonable efforts to resolve any transfer restrictions and effect the transfer; and (5) All other assets, materials, properties, rights and privileges owned, controlled, used or held for use by Sellers in connection with the Transferred Intellectual Property Rights, the Assumed Contracts and the Transferred Personal Property, or relating to the programs listed on Schedule 1.1(a)(5) attached hereto (“Programs”), other than the Excluded Assets, including but not limited to trademarks, regulatory filings and correspondence, clinical, preclinical and other data, documentation, biological materials, tangible research materials, and interest in and rights arising under or relating to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel on hand as of the Closing Date, but specifically excluding (x) any and all tangible protective covenant, noncompetition, nonsolicitation, confidentiality or intangible personal property and/or trade fixtures owned similar agreements relative to the Assets or leased by tenants and/or occupantsPrograms, concessionaires, licensees, guests, and rights or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to claims arising thereunder. To the extent that any applicable law prohibits of the transfer of alcoholic beverages Assets for whatever reason are not or cannot be conveyed, assigned or transferred by Sellers to Owner JVBuyer at Closing (other than Additional Contracts which are dealt with separately herein), Sellers hereby agree to take such actions requested by Buyer as may be reasonably necessary (including but not limited to granting Buyer a sublicense with respect to such Assets and (z) maintaining any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (iilicense required to be maintained for such sublicense to survive) to give Buyer the extent assignable at benefits of such Assets for no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with additional consideration beyond the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7Purchase Price.

Transferred Assets. Subject to the terms (i) The Seller Entities have, and conditions of this Agreement, as of at the Closing Datewill have, Hersha Owner agrees good and marketable title to, or a valid and binding license in, the Tangible Personal Property, the Contracts, the Intellectual Property listed on Schedule 3(m), the Accounts Receivable, the credits, prepaid expenses and security deposits transferred pursuant to transfer to Owner JVSection 2(a)(ix) and the Inventory, in each case free and clear of liens any Encumbrance except for Permitted Encumbrances and encumbrances other than except as set forth in Schedule 3(d)(i). Except with respect to the Permitted Exceptionsrepresentations in Sections 3(l) (including Schedule 3(l)(C)(iii)), 3(n)(iv), and Owner JV agrees to receive from Hersha Owner, all of the following items (collectively3(q)(i), the “Property”):foregoing representations with respect to the absence of Encumbrances on Transferred Assets shall be the only representations relating to Encumbrances for which the Buyer Entities may seek indemnity pursuant to Article 8 hereof. (aii) all of Hersha Owner’s This Agreement and the instruments and documents to be delivered by the Seller Entities to the Buyer at or following the Closing shall be adequate and sufficient to transfer to the Buyer the Seller Entities’ entire right, title and interest in and to the land described on Exhibit A hereto with all rightsTransferred Assets, privileges and easements appurtenant thereto (collectivelysubject to Section 2(e). The transfer to the Buyer of the Transferred Assets pursuant to this Agreement, the “Real Property”); (b) all of Hersha Owner’s right, title, and interest in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real PropertyBuyer’s rights under this Agreement and the Ancillary Agreements, comprise the “Premises”); (c) assets and rights required to operate the Business in substantially the same manner as such operations have heretofore been conducted in all of Hersha Owner’s rightmaterial respects, title, and interest in and assuming that the Buyer has the ability to provide to the Business all corporate level services of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect type currently provided to the Hotel on hand Business by Seller and its Affiliates. The Buyer acknowledges that as of the Closing Date, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or neither the Seller nor any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) its Affiliates shall have any and all alcoholic beverages, but only obligation to provide any support or other services to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (ii) Buyer relating to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively Business other than as set forth in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7Services Agreement.

Transferred Assets. Subject to Upon the terms and subject to the conditions of this Agreement, as of at the Closing DateClosing, Hersha Owner agrees Braeburn shall transfer, convey, assign and deliver to transfer to Owner JV, free and clear of liens and encumbrances other than the Permitted ExceptionsTitan, and Owner JV agrees to receive Titan shall acquire and accept from Hersha OwnerBraeburn, all of the following items (collectively, the “Property”): (a) all of Hersha OwnerBraeburn’s right, title and interest in and to the land described on Exhibit A hereto with all rights, privileges and easements appurtenant thereto following assets (collectively, the “Real PropertyTransferred Assets”), free and clear of any Encumbrances, other than Permitted Encumbrances: (i) all Regulatory Approvals and the Transferred Clinical Trial Authorizations and all other applications, submissions, notifications, communications, correspondence, registrations, and other filings made to, received from or otherwise conducted with a Regulatory Authority relating to Regulatory Approvals or to the research, development, manufacture or commercialization of Product, in the Territory, including INDs and NDAs, and any reports or amendments necessary to maintain the Regulatory Approvals, but excluding (A) the Excluded State Licenses and (B) any other governmental licenses, approvals or authorizations that are not permitted to be transferred to Titan by the relevant Governmental Authority or as a matter of law ((A) and (B), the “Excluded Licenses”) (collectively, the “Transferred Regulatory Materials”); (bii) all inventory of Hersha Owner’s rightEVA, titleApplicators, training kits, insertion and removal kits, and interest in Product (together with any Product packaging materials thereon), together with the inventory of work-in-progress, samples, packaging and to all buildingsraw materials, improvementswhether or not labeled, and other items of real estate located on all Product-related supplies, packaging and labeling material, in each case, exclusively related to the Real Property Licensed Product (collectively, the “Improvements,” Inventory”), owned as of the Effective Date by Braeburn that have not been sold to a wholesaler or distributor, but excluding any EVA and together with Compound held on behalf of Braeburn by DPT as of the Real PropertyEffective Date (the “Excluded Inventory”) (collectively, the “PremisesTransferred Inventory”); (ciii) the Transferred Records; (iv) the Contracts set forth on Schedule 3(a)(iv) (all of Hersha Owner’s right, title, and interest in and to all of the following (collectivelysuch Contracts, the “Personal PropertyAssigned Contracts”):); (iv) items of tangible personal property consisting of the Transferred Intellectual Property, including the rights to enforce the same for past, present and future infringements or other violations thereof and any goodwill related to such Transferred Intellectual Property; (vi) all furniture, fixtures, equipment, machineryTransferred Promotional Materials; (vii) the website(s) associated with the Domain Names, and other tangible personal property located at all TCP/IP addresses, the Hotel and owned or leased source code controlled by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers Braeburn related to the operation thereof and all in-use or stock text, graphics, images, data, audio files, video files and other content contained thereon in possession of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel on hand as of the Closing Date, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash fundsBraeburn; and (iiviii) all rights, claims, causes of actions, rights of recovery, and credits, including all guarantees, warranties, indemnities and similar rights, whenever incurred, in favor of Braeburn to the extent assignable at no cost relating to any Transferred Assets and events or expense to Hersha Owner, all intangible personal property owned circumstances arising on or possessed by Hersha Owner and used exclusively in connection with after the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7Effective Date.

Transferred Assets. Subject to Except as otherwise provided below, upon the terms and subject to the conditions of this Agreement, as of at or prior to the Closing DateClosing, Hersha Owner agrees Parent shall, or shall cause its Subsidiaries (other than the Acquired Companies) to, convey, transfer, assign and deliver to transfer to Owner JVthe Acquired Companies, in each case, free and clear of liens and encumbrances all Liens (other than Permitted Liens and Liens in respect of obligations for Indebtedness included in Closing Indebtedness and not being repaid at the Permitted Exceptions, and Owner JV agrees to receive from Hersha Owner, all of the following items (collectively, the “Property”Closing): (a) all of Hersha OwnerParent’s and its Subsidiaries’ right, title and interest in, to and under (i) the equity interests of the entities set forth on Section 2.02(a)(i) of the Parent Disclosure Schedule (which shall be deemed amended from time to time to reflect amendments made to the Restructuring Plan in accordance with Section 2.07) (or any successor entity thereof) (such entities, the “Transferred Entities”) and (ii) the equity interests of the entities set forth on Section 2.02(a)(ii) of the Parent Disclosure Schedule (which shall be deemed amended from time to time to reflect amendments made to the Restructuring Plan in accordance with Section 2.07) (or any successor entity thereof) (the equity interests described in clauses (i) and (ii) the “Transferred Equity Interests”); (b) (i) all Trademarks owned by Parent or any of its Subsidiaries and primarily used in the conduct of the Business by Parent and its Subsidiaries as the same shall exist on the Closing Date (including the Trademarks set forth on Section 2.02(b) of the Parent Disclosure Schedule, but expressly excluding all Trademarks set forth on Section 2.03(f) of the Parent Disclosure Schedule) together with all corresponding rights that may be secured throughout the world with respect to any of the foregoing and (ii) Formulas owned by Parent or any of its Subsidiaries and exclusively used in the conduct of the Business by Parent and its Subsidiaries as the same shall exist on the Closing Date (the “Transferred Formulas”); (c) the Cash included in Closing Cash, the assets included in Closing Net Tangible Assets (including Store Cash and Credit Card AR), and all China Cash (regardless of whether such China Cash is included in Closing Net Tangible Assets); (d) fee or leasehold interests, as the case may be, in, to and under the Transferred Distribution Centers, together with all buildings, fixtures and improvements erected thereon, and all equipment (excluding (i) information technology hardware and (ii) the equipment set forth on Section 2.02(d) of the Parent Disclosure Schedule (the “Excluded Distribution Center Equipment”)) located at the Transferred Distribution Centers; (e) all (i) information technology hardware (A) owned by Parent or any of its Subsidiaries and (B) physically located within the Business’ retail stores, including any point-of-sale terminals or equipment and (ii) Parent’s and its Subsidiaries’ right, title and interest in and to the land described on Exhibit A hereto with all rights, privileges any personal computers and easements appurtenant thereto (collectively, the “Real Property”); (b) all of Hersha Owner’s right, title, and interest in and cellular phones assigned to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or leased any Continuing Employee who is employed by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel on hand an Acquired Company as of the Closing Date, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (iif) all right, title and interest of Parent and its Subsidiaries in, to and under the assets, properties, rights and businesses of Parent and its Subsidiaries to the extent assignable at no cost owned, held or expense used in each case primarily in the conduct of the Business by Parent and its Subsidiaries as the same shall exist on the Closing Date, including the following: (i) all leases of, and other interests in, real property, in each case together with all buildings, fixtures and improvements erected thereon, that are owned, held or used in each case primarily in the conduct of the Business by Parent and its Subsidiaries as the same shall exist on the Closing Date; (ii) all personal property and interests therein that are owned, held or used in each case primarily in the conduct of the Business by Parent and its Subsidiaries as the same shall exist on the Closing Date; (iii) all raw materials, work-in-process, finished goods, supplies and other inventories that are owned, held or used in each case primarily in the conduct of the Business by Parent and its Subsidiaries as the same shall exist on the Closing Date; (iv) all (A) contracts, agreements, leases, licenses, commitments, sales and purchase orders (other than the Fragrance House Contracts) that are owned, held or used in each case primarily in the conduct of the Business by Parent and its Subsidiaries as the same shall exist on the Closing Date and (B) all Fragrance House Contracts but solely to Hersha Ownerthe extent such contracts exclusively relate to the Transferred Formulas (clauses (A) and (B) collectively (the “Transferred Contracts”)); (v) all accounts, notes, claims and other receivables and rights of recovery that are owned, held or used in each case primarily in or to the extent attributable to the conduct of the Business by Parent and its Subsidiaries as the same shall exist on the Closing Date; (vi) all prepaid expenses, including ad valorem taxes, leases and rentals that are owned, held or used in each case primarily in or to the extent attributable to the conduct of the Business by Parent and its Subsidiaries as the same shall exist on the Closing Date; (vii) all Intellectual Property Rights (excluding all Intellectual Property Rights set forth on Section 2.03(f) of the Parent Disclosure Schedule, all intangible personal property owned Trademarks (except as set forth in Section 2.02(b)(i) above) and all Formulas (except the Transferred Formulas)), together with all corresponding rights that may be secured throughout the world with respect to any of the foregoing, that are owned, held or possessed used in each case primarily in the conduct of the Business by Hersha Owner Parent and its Subsidiaries as the same shall exist on the Closing Date; (viii) all transferable licenses, permits or other governmental authorizations that are owned, held or used exclusively in connection each case primarily in the conduct of the Business by Parent and its Subsidiaries as the same shall exist on the Closing Date; (ix) all books, records, files and papers, other than the Retained Records, that are owned, held or used in each case primarily in the conduct of the Business by Parent and its Subsidiaries as the same shall exist on the Closing Date; and (x) except with respect to the litigation matters set forth in Section 2.05 of the Parent Disclosure Schedule, all rights under warranties, indemnitees, guarantees, refunds, causes of action, rights of recovery, and similar rights of Parent and its Subsidiaries against third parties, in each case, to the extent related to the Business or arising out of or related to any Transferred Asset or Assumed Liability. (the items in clauses (a) through (d) above, the “Transferred Assets”), it being understood and agreed that Parent shall transfer each Transferred Asset to the Acquired Companies in a manner consistent with the ownership Restructuring Plan (to the extent set forth in the Restructuring Plan). Notwithstanding anything to the contrary herein, nothing in this Agreement shall require Parent or operation any of its Subsidiaries to convey, transfer, assign or deliver to any Acquired Company any Transferred Asset that is held or owned by an Acquired Company as of the Hotel (and not in connection with any other hotel date hereof, which will continue to be an asset, property or property)business, includingas applicable, without limitation, (1) utility and development rights and 7of such Acquired Company.

Transferred Assets. Subject to Upon the terms and subject to the conditions of set forth in this AgreementAgreement and except for the Excluded Assets and the Indian Business Assets, as at the Closing, the Company shall sell, convey, assign, transfer and deliver (and shall cause to be sold, conveyed, assigned, transferred and delivered) to the Acquiror, and the Acquiror shall purchase, acquire and accept from the Company, all of the Closing DateCompany’s and its Subsidiaries’ right, Hersha Owner agrees to transfer to Owner JVtitle and interest, in each case free and clear of liens and encumbrances all Liens other than the Permitted ExceptionsLiens, in, to and Owner JV agrees to receive from Hersha Owner, under all of the assets, properties, leases, rights, interests, Contracts and claims, in each case, to the extent Related to the Business and as the same shall exist immediately prior to the Closing, including, for the avoidance of doubt, the following items assets, rights and properties, in each case, to the extent Related to the Business (collectively, the “Property”): (a) all of Hersha Owner’s right, title and interest in and to the land described on Exhibit A hereto with all rights, privileges and easements appurtenant thereto (collectively, the “Real Property”); (b) all of Hersha Owner’s right, title, and interest in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal PropertyTransferred Assets”): (i) the Leased Real Property and each Real Estate Lease; (ii) all Inventory, wherever held; (iii) each legally binding contract, lease, license, sublease, understanding, commitment, obligation, letter of intent, purchase order or other agreement, and all amendments thereto, whether oral or written, but excluding any Permits (each, a “Contract”), to which the Company or any of its Subsidiaries is a party, including all Contracts and other arrangements that are Assumed Company Plans but excluding (A) all Shared Contracts and (B) all IT Asset Contracts (collectively, the “Assumed Contracts”); (iv) all accounts, notes and other receivables (“Receivables”), including, for the avoidance of doubt, all portions of trade accounts receivables that represent sales Tax due from customers for Pre-Closing Tax Periods, but excluding inter-company receivables from the Company or any of its Subsidiaries; (v) all prepaid expenses, including all deposits, lease and rental payments; (vi) all rights, claims, credits, defenses, causes of action (including counterclaims) and all other rights to bring any Action at law or in equity, including any such items arising under warranties, guarantees, indemnities, offsets and all other claims and similar rights in favor of tangible the Business; (vii) all property and casualty insurance proceeds received or receivable arising out of or relating to any Transferred Assets, Assumed Liabilities or damage or destruction of any asset that is included in the Transferred Assets or would have been included in the Transferred Assets but for such damage or destruction (except, in each case, to the extent arising out of or related to any Excluded Assets or Excluded Liabilities); (viii) (A) all Intellectual Property, including the Intellectual Property set forth on Section 2.1(a)(viii)(A) of the Disclosure Schedule, and (B) each of the IT Assets owned by the Company and its Subsidiaries that is either (x) physically located at the Leased Real Property or (y) set forth on Section 2.1(a)(viii)(B) of the Disclosure Schedule (collectively, the “Transferred IP”); (ix) to the extent permitted by applicable Law, all Permits; (x) to the extent permitted by applicable Law, (A) sole ownership and all originals and copies of all books, records, files and papers, whether in hard copy or computer format, including sales and promotional literature, manuals and data, sales and purchase correspondence and records (including pricing history), customer lists and supplier lists, in each case, that are exclusively related to the Business, and (B) joint ownership (and the right to use and disclose the same without consent) and one copy in a mutually agreed media of all of the foregoing materials that are otherwise related to the Business (collectively, the “Books and Records”); (xi) to the extent permitted by applicable Law, personnel and employment records for the Transferred Employees (the “Transferred Employee Records”); (xii) all goodwill of the Business and the Transferred Assets; (xiii) all personal property consisting of all and interests therein, including machinery, equipment, furniture, fixtures, furnishings, office equipment, machineryvehicles, spare and replacement parts and other tangible personal property located at the Hotel and owned interests therein, owned, licensed or leased by Hersha Lessee(collectively, including, without limitation, “Equipment”); (xiv) the right to receive all inventories of food and beverage in opened containers and all in-use Receivables (other than those related to Excluded Assets or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies Excluded Liabilities) and the like with respect right to the Hotel on hand as of the Closing Date, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash fundsand receive payment for Products shipped or delivered or services performed but unbilled or unpaid as of the Closing; (xv) other than any Excluded Assets, all other assets, properties or rights of every kind and description, wherever located, whether personal or mixed, tangible or intangible; (xvi) those rights in the Shared Contracts (or replacements or portions thereof) to the extent transferred to the Acquiror and its Affiliates in accordance with Section 5.5; and (iixvii) to without limiting Section 2.1(a)(iii), the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation Company Plans set forth on Section 2.1(a)(xvii) of the Hotel Disclosure Schedule and/or the assets related thereto (and not in connection with any other hotel or propertythe “Assumed Company Plans”), including, without limitation, (1) utility and development rights and 7.

Transferred Assets. Subject to Upon the terms and subject to the conditions of this AgreementAgreement (including with respect to the timing of the transfer and/or delivery of certain Transferred Assets, and including Sections 4.01 and 6.12), at and effective as of 12:01 a.m. Pacific time on the Closing DateLicense Termination Date (the “Transfer Time”), Hersha Owner agrees Merck Serono shall (or shall cause its applicable Affiliates to) sell, transfer, convey, assign and deliver to transfer to Owner JV, free and clear of liens and encumbrances other than the Permitted ExceptionsBioMarin, and Owner JV agrees to receive BioMarin shall purchase and accept from Hersha OwnerMerck Serono (or such Affiliates), all of the following items Merck Serono’s (collectively, the “Property”): (aand such Affiliates’) all of Hersha Owner’s right, title and interest in and to all assets, properties and rights of every nature, kind and description, wherever located and whether now existing or hereafter acquired prior to the land Transfer Time, [*] related to, [*] used or [*] held for use in the Product Business or otherwise specifically listed or described on Exhibit A hereto with all rights, privileges and easements appurtenant thereto below (collectively, the “Real PropertyTransferred Assets”), free and clear of any Encumbrances: (a) all rights and interests of Merck Serono and its Affiliates to or in all Regulatory Approvals, the Transferred Clinical Trial Authorizations and the Transferred Orphan Designations, all rights in the Existing Clinical Trials and all other applications, submissions, requirements, and/or commitments relating to the Products,; (b) all the Inventory, owned as of Hersha Owner’s right, title, and interest in and the Transfer Time by Merck Serono or any of its Affiliates that have not been sold to all buildings, improvements, and other items of real estate located on the Real Property a wholesaler or distributor (collectively, the “Improvements,” and together with the Real Property, the “PremisesTransferred Inventory”); (c) the Product Records, the Regulatory Documentation and the Product Promotional Materials; (d) all rights and interests of Hersha OwnerMerck Serono and its Affiliates under the Contracts set forth on Schedule 3.01(d) (and such other Contracts of Merck Serono or its Affiliates related to the Product Business identified in writing by BioMarin to Merck Serono within [*] days after the Agreement Date, which Contracts, subject to Merck Serono’s rightapproval (not to be unreasonably withheld, titleconditioned or delayed), and interest in and shall be added to Schedule 3.01(d)) (all of the following (collectivelysuch Contracts, the “Personal PropertyAssigned Contracts”):); (ie) items of tangible personal property consisting of all furniturethe Transferred Intellectual Property, fixturesincluding the rights to enforce the same for past, equipment, machinerypresent and future infringements or other violations thereof and any goodwill related to such assets; (f) the website(s) associated with the Transferred Domain Names, and other tangible personal property located at all TCP/IP addresses, the Hotel and owned source code controlled by Merck Serono or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers its Affiliates related to the operation thereof and all in-use text, graphics, images, data, audio files, video files and other content contained thereon in possession or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel on hand as of the Closing Date, but specifically excluding controlled (xwhether by ownership or other rights) any and all tangible by Merck Serono or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash fundsits Affiliates; and (iig) all rights, claims, causes of actions, rights of recovery, and credits, including all guarantees, warranties, indemnities and similar rights, in favor of Merck Serono or any of its Affiliates to the extent assignable at no cost relating to any Transferred Assets and events or expense to Hersha Owner, all intangible personal property owned circumstances arising on or possessed by Hersha Owner and used exclusively in connection with after the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7Transfer Time.

Transferred Assets. Subject Notwithstanding anything in this Agreement to the terms contrary, the Buyer expressly agrees and conditions acknowledges that, immediately following the merger of this AgreementCable Corp. with and into the Buyer, the following rights and assets will be terminated or will be assumed and assigned to Century or its designee (in the case of items (a), (b), (c), (e), (f) and (i)), to ML Media (in the case of item (g)) and to the Sellers Escrow Account (in all other cases) (or as of Century and ML Media may otherwise agree in writing or as otherwise provided in the Closing DatePlan) and that neither the Buyer nor the Companies otherwise will have any right, Hersha Owner agrees title or interest with respect to transfer to Owner JV, free such rights and clear of liens assets from and encumbrances after the Closing: (a) all Programming Agreements other than the Permitted Exceptions, and Owner JV agrees to receive from Hersha Owner, all of the following items Retained Programming Agreements (collectively, the “PropertyTransferred Programming Agreements”): (a) ), all of Hersha Owner’s right, title and interest in and which Transferred Programming Agreements will be terminated with respect to the land described Systems on Exhibit A hereto with all rights, privileges and easements appurtenant thereto (collectively, the “Real Property”)Closing Date; (b) all except as provided in Section 2.2(d), insurance policies, surety instruments and bonds held by the Companies or in respect of Hersha Owner’s right, titleany of the Companies’ assets, and interest in all rights and claims of the Companies thereunder, but only to all buildings, improvements, and other items of real estate located the extent indicated on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”)Schedule 4.14; (c) except as provided in Section 7.15(c)(iv), licenses for billing and customer service software used by the Companies and any rights to receive billing services or management services; (d) all claims, rights and interests of Hersha Owner’s right, title, and interest the Companies in and to all any refunds or credits in respect of federal, state, Commonwealth or local Taxes to the extent such refunds are for the account of the following (collectively, Sellers pursuant to Section 7.5(a)(iii) and any refunds of fees for periods prior to and including the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or leased by Hersha LesseeClosing Date, including, without limitation, all inventories excise taxes and copyright fees and any refunds of food and beverage in opened containers and all inpre-use paid insurance premiums or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect other pre-paid expenses relating to the Hotel insurance policies transferred pursuant to Section 2.2(b); (e) the trademarks, trade names, service marks, service names, fictitious names and logos set forth on hand Schedule 2.2(e) (collectively, the “Retained Marks”); (f) all claims, rights and interests of the Cable Venture or Cable Corp. against ML Media and its Affiliates; (g) all claims, rights and interests of the Cable Venture or Cable Corp. against Century and its Affiliates or against any member of the Rigas family or any of their Affiliates (subject to a 50% interest in the net recovery received from any member of the Rigas family or their Affiliates in favor of Century); (h) any preference, fraudulent transfer and/or avoidance claims asserted by the Cable Venture against any Affiliate (other than ML Media or Century) prior to the Closing and pending as of the Closing Date, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (iii) to the extent assignable at no cost or expense to Hersha Owner, other rights and assets set forth on Schedule 2.2(i) (all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel foregoing in clauses (and not in connection with any other hotel or propertya) through (i), includingcollectively, without limitation, (1) utility and development rights and 7the “Transferred Assets”).

Transferred Assets. Subject to (a) As of the Effective Time and upon the terms and conditions of this Agreementset forth herein, as of the Closing DateSeller will sell, Hersha Owner agrees assign, transfer, convey and deliver to transfer to Owner JV, free and clear of liens and encumbrances other than the Permitted ExceptionsPurchaser, and Owner JV agrees to receive Purchaser will purchase from Hersha OwnerSeller, all of the rights, title and interest of Seller in the following items assets associated with the Transferred Banking Center and identified in this Agreement and the Exhibits hereto and not otherwise excluded from sale pursuant to the provisions of Section 1.1(b) (collectively, the “PropertyTransferred Assets”): (a1) all of Hersha Owner’s right, title leases under which land and/or the building used as the Transferred Banking Center (the “Leased Property”) were leased by the Failed Bank and interest in are leased by the Receiver and for which the Seller has an option to assume under the land described FDIC Agreement (the “Banking Center Lease”) listed on Exhibit A hereto with all rights1.1(a)(1), privileges and easements appurtenant thereto unless Purchaser elects not to assume the Banking Center Lease (collectively, the “Real Property”)as defined below) pursuant to Section 1.10; (b2) all of Hersha Owner’s rightexcept as provided in Section 1.1(b), title, and interest in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipmentleasehold improvements, machinery, equipment and other tangible personal property located at the Hotel Transferred Banking Center and owned or leased by Hersha Lessee, including, without limitation, all inventories of food used in conducting Seller’s business at the Transferred Banking Center (the “Personal Property,” and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies together with the Leased Property and the like with respect Banking Center Lease, the “Property”); (3) all personal property leases affecting the Transferred Banking Center, including all equipment leases for equipment located at the Transferred Banking Center, but excluding personal property leases for data processing equipment and software (subject to the Hotel exclusion, the “Equipment Leases”) all as set forth on hand Exhibit 1.1(a)(3); (4) those operating contracts under which goods or services are provided at the Transferred Banking Center, but excluding (i) all contracts that do not apply solely to the Transferred Banking Center but also apply to operations of Seller that are not the Transferred Banking Center, and (ii) all data processing contracts, regardless of scope (subject, in each case, to such exclusions, the “Assignable Contracts”) all as set forth on Exhibit 1.1(a)(4); (5) the automated teller machine located at the Transferred Banking Center; (6) all coins and currency located at the Transferred Banking Center as of the Closing Date, but specifically excluding Effective Time (xthe “Coins and Currency”); and (7) any all outstanding balances and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees accrued interest of Holiday Hospitality Franchising, Inc. the overdraft lines of credit associated with the Deposit Liabilities and set forth on Exhibit 1.1(a)(5) (the “FranchisorOverdraft Lines of Credit”), provided that such Overdraft Lines of Credit are not (A) in excess of $5,000 individually or Hotel Manager $100,000 in the aggregate or (B) outstanding for thirty (30) days or more. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are Seller’s rights in and to any refund for any Taxes and, except as specifically provided in Article III, any of their respective affiliates as described on Schedule 1.3(c) heretoSeller’s or its affiliates’ corporate logos, (y) trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, software, trademarks or trade names, trade names and all alcoholic beverages, but only logos of third parties with whom Seller has contracted to provide services to its customers and any other assets of Seller or related to the extent Failed Bank not set forth in Section 1.1(a) (collectively, the “Excluded Assets”). Purchaser understands and agrees that it is purchasing only the assets specified in this Agreement and, except as may be expressly provided for in this Agreement, Purchaser has no interest in or right to any applicable law prohibits other business conducted by Seller at the transfer of alcoholic beverages to Owner JVTransferred Banking Center. (c) THE CONVEYANCE OF ALL THE TRANSFERRED ASSETS, and (z) any and all cash-on-handINCLUDING PERSONAL PROPERTY INTERESTS, FF&E reservesPURCHASED BY PURCHASER UNDER THIS AGREEMENT SHALL BE MADE, and ▇AS NECESSARY, BY SELLER’S ▇▇▇▇ cash funds; and OF SALE, “AS IS,” “WHERE IS,” WITHOUT RECOURSE AND, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT WITHOUT ANY WARRANTIES WHATSOEVER WITH RESPECT TO SUCH ASSETS EXPRESS OR IMPLIED, WITH RESPECT TO TITLE, ENFORCEABILITY, COLLECTABILITY, DOCUMENTATION OR FREEDOM FROM LIENS OR ENCUMBRANCES (ii) to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or propertyIN WHOLE OR IN PART), including, without limitation, (1) utility and development rights and 7OR ANY OTHER MATTERS.

Transferred Assets. Subject to At the Closing, upon the terms and subject to the conditions of set forth in this Agreement, as of the Closing DateSellers shall sell, Hersha Owner agrees convey, assign, transfer and deliver to transfer to Owner JVthe Purchaser, and the Purchaser shall purchase and acquire from the Sellers, free and clear of liens and encumbrances other than the all Liens, except for Permitted Exceptions, and Owner JV agrees to receive from Hersha OwnerLiens, all of the following items (collectively, the “Property”): (a) all of Hersha Owner’s right, title and interest in and to all of the land described assets, rights and properties of each Seller that are Related to the Business, whether real, personal or mixed, whether tangible and intangible, of any kind and nature, whether or not reflected on Exhibit A hereto with the books and records of the Sellers and wherever located other than, in all rightssuch cases, privileges and easements appurtenant thereto the Excluded Assets (collectively, the “Real PropertyTransferred Assets”), including the following: (a) the Contracts listed on Schedule 2.1(a) of the Disclosure Letter (the “Transferred Contracts”); (b) all the leases listed on Schedule 2.1(b) of Hersha Owner’s rightthe Disclosure Letter (the “Transferred Leases”; provided, title, for purposes of Section 4.6 and interest in and to all buildings, improvements, and other items of real estate located on the Real Property (collectivelySection 6.1 hereof, the “Improvements,” and together with Transferred Leases shall also include the Real Property▇▇▇ ▇▇▇▇▇▇▇▇ Lease; provided, further, for purposes of Section 2.8 hereof, the “Premises”Sublease shall be deemed a Transferred Asset); (c) all of Hersha Owner’s right, title, the Current Assets; (d) the Transferred Accounts Receivable; (e) the Transferred Books and interest in and Records; (f) the Transferred Equity; (g) the Business Permits (to all of the following extent transferable); (collectively, h) the “Personal Business Tangible Property”):; (i) items any rights of tangible personal property consisting the Sellers in the Business Intellectual Property (subject to the rights granted to the Sellers under the Shared Intellectual Property License Agreements); (j) the Business Products; (k) the Business Inventory; (l) any rights of all furniture, fixtures, equipment, machinery, the Sellers and other tangible personal property located at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like their Affiliates with respect to the Hotel on hand as of the Closing Dateinsurance policies and insurance or awards in condemnation, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only in each case to the extent that relating to the Transferred Assets and the Assumed Liabilities, including all insurance and condemnation proceeds (i) received or receivable after the Closing in respect of Assumed Liabilities, (ii) received or receivable in respect of any applicable law prohibits property or asset lost, damaged or condemned and which, if not so lost, damaged or condemned, would have been a Transferred Asset, or (iii) received or receivable in respect of business interruption to the transfer of alcoholic beverages extent relating to Owner JV, and any period following Closing; (zm) any rights under representations, warranties, indemnities and all cash-on-handguaranties made by suppliers, FF&E reservesvendors, distributors, manufacturers and contractors to the extent such rights relate to the Transferred Assets or that are otherwise Related to the Business; (n) any rights of the Sellers or their Affiliates under any Actions, or any rights of the Sellers or their Affiliates in any claims, against any third party to the extent such Actions or rights relate to the Transferred Assets or the Assumed Liabilities or are otherwise Related to the Business, whether ▇▇▇▇▇▇ cash fundsor inchoate, known or unknown, contingent or non-contingent; (o) any websites, post office boxes, computers, telephones, fax machines and related telephone numbers, facsimile numbers, employee cell phone numbers and e-mail addresses that are Related to the Business, including each such website and numbers that are set forth on Schedule 2.1(o) of the Disclosure Letter; and (iip) all of the goodwill and other intangible assets associated with the Transferred Assets or Related to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7Business.

Transferred Assets. Subject to On the terms and subject to the conditions set forth herein, at the Closing, Seller shall, and shall cause the Other Sellers to, sell, convey, transfer, assign and deliver to Purchaser or one or more Purchaser Assigns, and Purchaser or one or more Purchaser Assigns shall purchase and acquire from Seller and each Other Seller, all of this AgreementSeller’s and the Other Sellers’ right, title and interest, as of the Closing DateClosing, Hersha Owner agrees in and to transfer to Owner JV, free and clear of liens and encumbrances other than the Permitted Exceptions, and Owner JV agrees to receive from Hersha Owner, all of the following items assets, but excluding the Excluded Assets (collectively, the “PropertyTransferred Assets”): ) (ait being understood that (x) in the case of the Transferred Assets (excluding any Transferred Names) that are transferred or assigned by Seller or any Debtor Subsidiary Seller, such assets will be free and clear of all Interests (other than Permitted Encumbrances, Assumed Liabilities and Liens created by or through Purchaser or any of Hersha Owner’s right, title and interest in its Affiliates) pursuant to and to the land described on Exhibit A hereto with all rights, privileges maximum extent permitted by Sections 363 and easements appurtenant thereto (collectively, the “Real Property”); (b) all of Hersha Owner’s right, title, and interest in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all 365 of the following Bankruptcy Code and (collectivelyy) in the case of the Transferred Assets (excluding any Transferred Names) that are transferred or assigned by the Non-Debtor Subsidiary Sellers, the “Personal Property”such assets will be free and clear of all Liens (other than Permitted Encumbrances, Assumed Liabilities and Liens created by or through Purchaser or any of its Affiliates)): (i) items the assets listed on Section 2.1(a)(i) of tangible personal property consisting the Seller Disclosure Schedule; (ii) the Transferred Shares; (iii) the Transferred Real Property; (iv) all of all furnitureSeller’s and each of the Other Sellers’ rights in the Real Property Leases; (v) the Owned Inventory; (vi) the Owned Equipment; (vii) subject to Section 2.1(f) and Section 5.12, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies Assigned Contracts and the like with respect Shared Contracts; (viii) the Current Assets; (ix) the Specified Avoidance Claims (to the Hotel on hand as of extent not released by Seller and the Closing Date, but specifically excluding Debtor Subsidiary Sellers); (x) subject to Section 5.19, the Current Business Information; (xi) subject to Section 5.19, the Historic Business Information; (xii) subject to Section 5.19, the Transferred Employee Email; (xiii) all rights and interests in all telephone numbers for cell phones provided by Seller to Transferred Employees; (xiv) the Transferred Employee Records; (xv) all assets and rights to the extent provided for in Article VII (Employment Matters); (xvi) the Transferred Intellectual Property, subject to (A) the Permitted Encumbrances, (B) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupantslicenses listed on Section 3.8(b) of the Seller Disclosure Schedule and (C) Seller’s rights pursuant to this Agreement to maintain and utilize copies of any Business Information constituting Transferred Assets; (xvii) subject to Section 5.12, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. the Transferred Third Party Software; (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(cxviii) hereto, (y) any and all alcoholic beveragesthe Transferred Names, but only solely to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JVKodak’s rights, if any, in such Transferred Names, which are sold, conveyed, transferred and (z) any and assigned on an “as-is” basis, together with all cash-on-handgoodwill thereto, FF&E reserves, and ▇▇▇▇▇ cash funds; andif any; (iixix) all guaranties, warranties, indemnities and similar rights in favor of Seller or any Other Seller primarily related to any Transferred Asset or the Business; (xx) all causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by Seller or any Other Seller to the extent primarily related to the Transferred Assets, the Assumed Liabilities or the ownership, use, function or value of any Transferred Asset or the operation of the Business, whether arising by way of counterclaim or otherwise; (xxi) to the extent assignable at no cost or expense to Hersha Ownerunder applicable Law, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection Consents of Government Entities primarily related to the Business; (xxii) all prepaid expenses relating to any Transferred Asset; (xxiii) all goodwill associated with the ownership Business; (xxiv) any rights of Seller or operation any Other Seller to insurance proceeds under any Seller Insurance Policy for any Transferred Asset that is materially damaged or destroyed between the date hereof and the Closing Date; and (xxv) all other assets of Seller and the Other Sellers that are primarily used or held for use in the conduct of the Hotel (and not in connection with Business, whether tangible or intangible, real, personal or mixed, but excluding any other hotel such assets that constitute Intellectual Property or property), including, without limitation, (1) utility and development rights and 7Software.

Transferred Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, as of at the Closing DateClosing, Hersha Owner agrees Seller shall contribute, transfer, assign, convey and deliver to transfer to Owner JV, free and clear of liens and encumbrances other than the Permitted ExceptionsCompany, and Owner JV agrees to receive the Company shall acquire and accept from Hersha Owner, Seller all of the following items (collectively, the “Property”): (a) all of Hersha OwnerSeller’s right, title and interest in and to all of the land described Assets of Seller as they exist on Exhibit A hereto with all rights, privileges and easements appurtenant thereto the Closing Date other than the Excluded Assets (collectively, the “Real PropertyTransferred Assets”);. Without limiting the foregoing, “Transferred Assets” includes: (a) all capital stock of, or other equity interests in, any Person (including the Business Subsidiaries) owned directly by Seller (other than such capital stock or other equity interests that are Excluded Assets); Table of Contents (b) all of Hersha Owner’s right, title, and interest in and Assets with respect to all buildings, improvements, Benefit Plans and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”)all Non-U.S. Benefit Plans; (c) all rights, defenses, claims, demands, actions or causes of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel on hand as of the Closing Date, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only action to the extent that any applicable law prohibits resulting from, related to or arising out of the transfer of alcoholic beverages to Owner JV, and Transferred Assets; (zd) any the License Agreement and all cash-on-handIntercompany Agreements, FF&E reserves, and ▇▇▇▇▇ cash fundsother than those set forth on Schedule 1.2(n); and (iie) all rights of Seller with respect to the extent assignable at no cost cash and cash equivalents held in escrow or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively similar arrangements in connection with the ownership acquisitions set forth on Schedule 1.1(e) (the “Acquisition Holdback Cash”). Notwithstanding the foregoing, (i) Seller may contribute, transfer, assign, convey and deliver to one or operation more Business Subsidiaries other than the Company all or a portion of the Hotel Transferred Assets, and the Company shall cause such other Business Subsidiary or Business Subsidiaries to acquire and accept from Seller such Transferred Assets; provided, that any such contribution, transfer, assignment, conveyance or delivery may not be effected without Purchaser’s prior written consent if it is or could reasonably be expected to be adverse (as compared to a contribution, transfer, assignment, conveyance or delivery to the Company) to the Business Subsidiaries, the Business, Purchaser or any of its Subsidiaries (including from a Tax perspective or otherwise) or the Transactions; provided, further, that if the adverse impact is reasonably expected to be only de minimis in nature, then Purchaser’s prior written consent shall not be required so long as Seller shall have consulted in good faith with Purchaser in advance and (ii) “Transferred Assets” shall not in connection with any other hotel or property)include Assets relating to Taxes, including, without limitation, (1) utility and development rights and 7which shall be governed exclusively by Section 5.5.

Transferred Assets. Subject to On the terms and subject to the conditions set forth in this Agreement and subject to the exclusions set forth in Section 2.01(b) and Section 2.02, at the Closing, Seller shall (and Seller shall cause each of this Agreementits Affiliates and the other applicable Seller Parties to) sell, as of the Closing Dateconvey, Hersha Owner agrees assign, transfer and deliver to transfer to Owner JV, free and clear of liens and encumbrances other than the Permitted ExceptionsBuyer, and Owner JV agrees to receive Buyer shall purchase, acquire and accept from Hersha Ownereach such Seller Party, all of the following items (collectively, the “Property”): (a) all of Hersha Ownersuch Seller Party’s right, title and interest in in, to and under the following assets, properties and rights, as the same shall exist immediately prior to the land described on Exhibit A hereto with Closing free and clear of all rights, privileges and easements appurtenant thereto Liens (other than Permitted Liens) (collectively, the “Real Property”); (b) all of Hersha Owner’s right, title, and interest in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal PropertyTransferred Assets”): (i) items (A) the Transferred Financing Contracts, (B) the contracts set forth in Section 2.01(a)(i) of tangible personal property consisting of all furniture, fixtures, equipment, machinery, the Disclosure Schedules and (C) any other tangible personal property located at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect agreements exclusively related to the Hotel Business whether entered into before, on hand as or after the Agreement Date (other than, for the avoidance of doubt, any agreements entered into in connection with, or in contemplation of, the sale or possible sale of the Closing DateBusiness to a third party) and, but specifically excluding (x) in each case, any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupantsrights thereunder (collectively, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (the “FranchisorAssumed Contracts”); (ii) all accounts, notes and other receivables exclusively arising from or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) heretorelating to the Transferred Assets (which includes, (y) any without duplication, all accrued and unpaid interest and all alcoholic beverages, Fees (including any overdue Fees accrued and not otherwise waived) that relate to any Transferred Assets but only to not any cash or cash equivalents held by any Seller Party or Affiliates thereof); (iii) the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any Transferred Intellectual Property and all cash-on-hand, FF&E reserves, and ▇▇rights to ▇▇▇ cash fundsor recover damages for past, present and future infringement, misappropriation or other violation thereof; (iv) all rights, claims (including claims for indemnity and contribution), credits or rights of set-off against third parties exclusively arising from or relating to the Transferred Assets or the Assumed Liabilities, including in any collateral securing the Transferred Assets; (v) the Transferred Books and Records; (vi) all assets expressly assumed by Buyer pursuant to the Employee Matters Agreement; and (iivii) to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation assets set forth on Section 2.01(a)(vii) of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7Disclosure Schedules.

Transferred Assets. Subject to the terms and conditions of this Agreement, as at the Closing, Genius shall sell, transfer, convey, assign and deliver to the Distributor all of its right, title and interest in, to and under all of the Closing Dateassets, Hersha Owner agrees properties, goodwill and rights of Genius, other than the Excluded Assets, as the same may exist immediately prior to transfer to Owner JVthe Closing, free and clear of liens and encumbrances all Encumbrances, other than Permitted Encumbrances (the Permitted Exceptions“Transferred Assets”), including without limitation the following: (i) All cash, cash equivalents and Owner JV agrees marketable securities of Genius, other than (A) an amount of cash equal to receive (1) the aggregate amount of Excluded Liabilities which are reserved, reflected or accrued on the September 30 Balance Sheet or which have been reserved by Genius in the ordinary course of its business after September 30, 2005, which Excluded Liabilities and reserves are listed on Section 1.1(a)(i) of the Genius Disclosure Letter, less (2) amounts paid by Genius from Hersha Ownersuch reserves listed on Section 1.1(a)(i) of the Genius Disclosure Letter in satisfaction of such Excluded Liabilities prior to the Closing Date, (B) an amount of cash, not to exceed $1.0 million, equal to the aggregate amount received by Genius after the date hereof and prior to the Closing Date from the exercise or conversion of options, warrants or convertible instruments, plus (C) an amount of cash equal to $1.0 million to be used solely to pay expenses of Genius; (ii) All accounts and notes receivable, checks and negotiable instruments owned by Genius; (iii) All inventory of products and all raw materials, work in process and finished goods owned by Genius; (iv) All personal property, office furnishings, supplies and other tangible personal property owned by Genius; (v) All rights in real estate leases to which Genius is a party, together with all of the following items (collectively, the “Property”): (a) all of Hersha Owner’s right, title and interest of Genius in all land, buildings, structures, easements, appurtenances, improvements (including construction in progress) and to the land described on Exhibit A hereto with all rights, privileges and easements appurtenant thereto (collectively, the “Real Property”)fixtures located thereon; (bvi) all All rights in leases of Hersha Owner’s right, title, and interest in and personal property to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”)which Genius is a party; (cvii) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal Property”):All Genius Intellectual Property Rights; (iviii) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, All performance and other tangible personal property located at the Hotel bonds, security and owned or leased by Hersha Lesseeother deposits, includingadvance payments, without limitation, all inventories prepaid credits and deferred charges of food and beverage in opened containers Genius; (ix) All rights under any and all in-use contracts, agreements or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect commitments to the Hotel on hand as of the Closing Date, but specifically excluding which Genius is a party; (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to To the extent that transfer is permitted by applicable law, all licenses, permits and orders issued by any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; andGovernmental Authority; (iixi) All insurance claims, rights to the extent assignable at no cost any insurance proceeds and other similar claims of Genius; (xii) All books, records, files, invoices, data bases, computer programs, manuals and other materials (in any form or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or propertymedium), including, without limitation, sales and promotional materials, personnel records, accounting records, sales order files and supplier lists; (1xiii) utility All goodwill generated by or associated with the business of Genius and development rights and 7the Genius Subsidiaries; and (xiv) All outstanding equity interests in Genius’s subsidiary, American Vantage Media Corporation, a Nevada corporation (“AVM”), or its successor entity after conversion to a limited liability company pursuant to Section 5.1.

Transferred Assets. Subject to On the terms and subject to the conditions of set forth in this AgreementAgreement and subject to the exclusions set forth in Section 2.02(b) and Section 2.03, as of at the Closing DateClosing, Hersha Owner agrees Seller shall and shall cause each other Seller Party to sell, convey, assign, transfer and deliver to Owner JV, free and clear of liens and encumbrances other than the Permitted ExceptionsBuyer, and Owner JV agrees to receive Buyer shall purchase, acquire and accept from Hersha Ownereach such Seller Party, all of the following items (collectively, the “Property”): (a) all of Hersha Ownersuch Seller Party’s right, title and interest in, to and under the following assets, rights and properties, in and to each case, other than the land described on Exhibit A hereto with all rights, privileges and easements appurtenant thereto Transferred Equity Interests (collectively, the “Real Property”); (b) all of Hersha Owner’s right, title, and interest in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal PropertyTransferred Assets”): (i) items all owned real property listed on Schedule 2.02(a)(i) (the “Transferred Owned Real Property”) held by each Seller Party, together with (to the extent of tangible such Seller Party’s interest therein) all improvements, facilities, fixtures and appurtenances thereto and all rights in respect thereof and all servitudes, easements, privileges, rights-of-way, development rights, air rights, other surface use agreements and water use and rights agreements related thereto; (ii) to the maximum extent permitted by the Bankruptcy Code or applicable Law, the leasehold interests listed on Schedule 2.02(a)(ii) under the real property leases, subleases or licenses (the “Transferred Leased Real Property”) held by each Seller Party and all rights in respect thereof (including all transferrable options and rights of first offer and/or refusal) and all tenements, hereditaments, appurtenances and other property rights appertaining thereto (the “Transferred Leases”); (iii) to the maximum extent permitted by the Bankruptcy Code, all Assumed Contracts (collectively with the Transferred Leases, the “Transferred Contracts”); (iv) to the maximum extent permitted by the Bankruptcy Code or applicable Law, all Permits, including Environmental Permits (the “Transferred Permits”); (v) all rights of any Seller Party under non-disclosure or confidentiality, non-compete, or non-solicitation agreements with current and former employees and agents of any Seller Party or third party to the extent related to the Transferred Assets (or any portion thereof); (vi) to the maximum extent permitted by the Bankruptcy Code, all rights of any Seller Party under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors, to any Seller Party to the extent related to the Transferred Assets; (vii) to the maximum extent permitted by the Bankruptcy Code or applicable Law, all Business Intellectual Property (and the right to sue, bring claims and other Causes of Action for infringement, misappropriation or violation thereof) and Business Technology, including the Business Intellectual Property and Business Technology set forth on Schedule 2.02(a)(vii); Employee Plans; (viii) all assets, rights and properties of or relating to the Assumed (ix) the Transferred Books and Records; (x) all personal property consisting of all and interests therein, including furniture, fixturesfurnishings, office equipment, communications equipment, machinery, tools, tooling, vehicles, and other tangible personal property located at to the Hotel extent related to the Business, other than those described under Section 2.02(b)(xviii) or Section 2.02(b)(xx); (xi) all inventory wherever located, including all semi-finished and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper finished goods, stationeryraw materials, soapsworks in progress, cleaning supplies packaging, supplies, tooling and the like with respect parts, whether held at any location or facility of any Seller Party or in transit to the Hotel on hand any Seller Party, in each case, as of the Closing DateEffective Time and related to the Business; (xii) goodwill of the Business; (xiii) all accounts receivable of the Business, which, for the avoidance of doubt, includes all of the accounts receivable in the accounts that comprise “Accounts receivable, net” as referenced in Exhibit E; (xiv) all customer and supplier lists related to the Business; (xv) all rights, demands, claims, causes of action, prepayments, refunds, rights of recovery, credits, allowances, rebates, or rights of setoff or subrogation and other claims of any of the Seller Parties against any Person (collectively, “Causes of Action”) arising from any of the Transferred Assets or related to the Business, including any rights against third parties under Transferred Contracts other than those Causes of Action described in Section 2.02(b)(iv), Section 2.02(b)(v), and Section 2.02(b)(vii); (xvi) the assets listed on Schedule 2.02(a)(xvi); (xvii) Cash (after taking into account all Cash of the Transferred Entities, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described Cash in the bank accounts set forth on Schedule 1.3(c2.02(b)(xviii)) heretoup to an amount equal to the Target Cash Amount; (xviii) to the maximum extent transferrable, all bank accounts related to the Business, other than those set forth on Schedule 2.02(b)(xviii); (yxix) any all prepaid expenses and all alcoholic beveragesdeposits, but only to the extent that any applicable law prohibits related to the transfer Business, other than (A) adequate assurance deposits posted in accordance with section 366 of alcoholic beverages to Owner JV, the Bankruptcy Code and (zB) those prepaid expenses and deposits set forth Schedule 2.02(b)(xvi); (xx) other than any Excluded Assets, all other assets, properties or rights of every kind and all cash-on-handdescription, FF&E reserveswherever located, whether real, personal or mixed, tangible or intangible, that are owned by a Seller Party and ▇▇▇▇▇ cash fundsrelated to the Business; and (iixxi) to the maximum extent assignable at no cost permitted by the Bankruptcy Code or expense applicable Law and subject to Hersha OwnerSection 6.13, all intangible personal property owned or possessed by Hersha Owner occurrence-based Insurance Policies set forth on Schedule 2.02(a)(xxi) (each, a “Transferred Insurance Policies”) and used exclusively in connection all rights of any nature with the ownership or operation of the Hotel (respect to any such Transferred Insurance Policy, including any recoveries thereunder and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7to assert claims seeking any such recoveries.

Transferred Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, as and subject to Section 2.02, at the Closing, each of the Closing Dateapplicable Seller Parties shall sell, Hersha Owner agrees convey, assign, transfer and deliver to transfer to Owner JVBuyer, and Buyer shall purchase, acquire and accept from each such Seller Party, free and clear of liens and encumbrances other than the all Liens (except for Permitted Exceptions, and Owner JV agrees to receive from Hersha Owner, all of the following items (collectively, the “Property”): (aLiens) all of Hersha Ownersuch Seller Party’s right, title and interest in in, to and under the following assets, properties and rights of the Seller Parties as the same shall exist immediately prior to the land described on Exhibit A hereto with all rights, privileges and easements appurtenant thereto Closing (collectively, the “Real Property”); (b) all of Hersha Owner’s right, title, and interest in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal PropertyTransferred Assets”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like rights with respect to the Hotel Assumed Loans and all rights under the Credit Agreements reflected on hand as the Cut-Off Date Portfolio Tape (the “Assumed Credit Agreements”) and the related Loan Documents, including all amounts due and payable from the Obligors in respect of the Assumed Credit Agreements and the related Loan Documents; (ii) all rights to act as Credit Agreement Agent or subagent, as applicable, with respect to any Assumed Credit Agreement solely to the extent such rights are transferred to Buyer at or after Closing Dateas contemplated in Section 6.07; (iii) (A) all transaction files, but specifically excluding documents, instruments, notices, correspondence, papers, books and records, diligence materials (whether in paper, digital or other tangible or intangible form) that relate to any Assumed Credit Agreement, including all credit memos and other credit files related to the Obligors under the Assumed Credit Agreements, and (B) subject to Buyer’s compliance with its obligations in the Employee Matters Agreement, personnel and employment records in each case that are owned solely or jointly by the Seller Parties and related to the Transferred Employees (collectively, the “Transferred Books and Records”), it being understood and agreed that Transferred Books and Records shall also include customer lists, compilations of industry data and other marketing materials, in each case related exclusively to Seller’s limited service hotel lending business to the extent currently used by Seller and maintained by Seller on a segregated basis (separate and apart from other customer and industry segments); provided, however, that in no event shall the Transferred Books and Records include (A) any books and records or other materials of or in the possession of the Seller Parties that (x) any of the Seller Parties are required by Law to retain (copies of which, to the extent related to any Assumed Credit Agreement and all tangible or intangible personal property and/or trade fixtures owned or leased as permitted by tenants and/or occupantsLaw, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”will be provided to Buyer), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any of the Seller Parties are prohibited by Law (including 12 C.F.R. § 261.20 or 12 C.F.R. § 309.6, which prohibit the disclosure of, among other things, bank regulatory examination reports, nonpublic bank regulatory ratings and nonpublic bank regulatory correspondence) from delivering to Buyer, including any books and records, reports, information or other materials that disclose in any manner the contents of any other books and records, reports, information or other materials that the Seller or any of its Affiliates is prohibited by Law (including 12 C.F.R. § 261.20 or 12 C.F.R. § 309.6) from delivering to Buyer, or (z) would be in conflict with any contractual obligation of any of the Seller Parties, or (B) any copies of any books and records that Seller and its Affiliates retain pursuant to Section 7.02(a); (iv) all alcoholic beveragesaccounts, but only notes, receivables, prepayments, prepaid charges, protective advances, deposits, fees and interest exclusively arising from, to the extent that any applicable law prohibits the transfer of alcoholic beverages relating to Owner JVor held in respect of, and (z) any and all cash-on-handdirectly or indirectly, FF&E reserves, and ▇▇▇▇▇ cash funds; andan Assumed Credit Agreement; (iiv) to the extent assignable at no cost included in the determination of the Closing Purchase Price or expense to Hersha Ownerthe Final Purchase Price Statement, all intangible personal property owned or possessed expenses that have been prepaid by Hersha Owner and used exclusively in connection with a Seller Party to the ownership or operation of extent relating to an Assumed Credit Agreement; (vi) the Hotel (and not in connection with any other hotel or property)assets, including, without limitation, (1) utility and development rights and 7properties expressly to be transferred pursuant to the Employee Matters Agreement; and

Transferred Assets. Subject to Upon the terms and conditions of set forth in this Agreement, as of at the Closing Date, Hersha Owner agrees to (as defined in Section 1.06) the Seller shall transfer to Owner JV, free the Buyer good and clear of liens valid title to the Patents (as defined below in Section 1.01(a)) and encumbrances other than the Permitted Exceptions, and Owner JV agrees to receive from Hersha Owner, all of the following items (collectively, the “Property”): (a) all of Hersha Owner’s its right, title and interest in and to the land described Know-How and Reagents (as defined below in Sections 1.01(b) and (c), respectively). The Patents, Know-How and Reagents shall hereinafter be collectively referred to as the "Transferred Assets". The Transferred Assets shall consist of: (a) The patent applications listed on Exhibit A hereto with all rights, privileges and easements appurtenant thereto (collectivelySCHEDULE 2.05, the “Real Property”); prosecution files for such patent applications (b) all of Hersha Owner’s right, title, and interest in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories drafts, notes, drawings or figures, official correspondence with patent offices, other correspondence and copies of food and beverage in opened containers cited references, copies of which the Seller may retain), and all inintellectual property rights (other than rights pertaining to [*] as hereinafter defined) in such applications, including without limitation the right to claim the priority benefit thereof and to prosecute and to enforce any patents arising therefrom (collectively, the "Patents"). (b) All laboratory notebooks and other primary data, research results, records and documentation, research plans, proposals, conclusions, know-use or stock of linenshow, chinaspecifications and information, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel on hand as of the Closing Date, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (ii) to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel foregoing are recorded in any tangible form (and not in connection with any other hotel or property), including, without limitation, gels, photographs, print-outs, electronic files and paper documents), which are owned by, licensed to or in the possession of the Seller and which relate to the discovery of or are necessary or materially useful for the practice of the Invention, the Patents or the Reagents, and all intellectual and tangible property rights in the foregoing, including the right to file additional patent applications based thereon (1collectively, the "Know-How"). (c) utility The reagents listed on, and development rights in the quantities listed on, SCHEDULE 2.04 attached hereto (the "Reagents"). Except as set forth in this Agreement, the Transferred Assets shall be transferred on an "AS IS" basis. The Seller shall transfer the Transferred Assets to the Buyer pursuant to a Bill ▇▇ Sale in substantially the form of EXHIBIT 1.01A attached hereto (the "Bill ▇▇ Sale") and 7an Assignment of Patents substantially in the form of EXHIBIT 1.01B attached hereto (the "Patent Assignment").

Transferred Assets. Subject to the terms and conditions set forth herein, at the Closing (as defined in Section 2.4), Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase, assume and acquire from Seller all of this Agreementthe assets, properties and rights of every kind, character and description used or useful in the conduct of the Micro Irrigation Business, whether tangible or intangible and wherever located, except for the Retained Assets (as defined in Section 1.2), as of the Closing DateDate (as defined in Section 2.4) (collectively referred to herein as the “Transferred Assets”), Hersha Owner agrees to transfer to Owner JVincluding, free and clear of liens and encumbrances other than without limiting the Permitted Exceptionsforegoing, and Owner JV agrees to receive from Hersha Owner, all of the following items Transferred Assets not listed as Retained Assets in Section 1.2 (collectively, as described in detail in the “Property”Transferred Assets Schedule” attached hereto as Schedule 1.1, with Transferred Assets not located at the Facility designated with an asterisk on Schedule 1.1): (a) all of Hersha OwnerAll machinery, equipment, tooling, molds, dies, fixtures, vehicles, fork lifts, tables, spare parts and tools; (b) All customer lists and contact information; (c) All office supplies and equipment, computers, furniture, maintenance supplies and other similar items; (d) All inventories; (e) All prepaid assets to be prorated as set forth on Schedule 1.1(e); (f) The domain name ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, catalogs and other advertising materials; (g) All Seller’s right, title and interest in and to the land described those contracts and agreements (including proprietary agreements with suppliers) set forth on Exhibit A hereto with Schedule 1.1(g), and all rights, privileges and easements appurtenant thereto (collectively, the “Real Property”); (b) all of Hersha Owner’s right, title, title and interest in and to all buildingspurchase or sales orders, improvementsquotes or commitments related to the Transferred Assets or the Micro Irrigation Business, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”)whether written or oral; (ch) Access to and the right to copy all of Hersha OwnerSeller’s books, records, accounts, correspondence, production records, employment, payroll, personnel and workers’ compensation records, environmental control records and any other documents relating to the Transferred Assets or the Micro Irrigation Business; (i) All of Seller’s rights under any and all express or implied warranties from suppliers with respect to the Transferred Assets to the extent such warranties are transferable; (j) All of Seller’s right, title, title and interest in and to patents, trademarks, service marks, trade names (including “Pepco”) and service names and all variants thereof, copyrights, inventions, customer lists, trade secrets (including processes and software programs owned by Seller or used or licensed by Seller and transferable), registrations and all applications for any of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machineryforegoing and works in progress relating thereto, and other tangible personal property located at all past, present and future causes of action and remedies therefor relating to the Hotel and owned or leased by Hersha LesseeMicro Irrigation Business (excluding those listed as Retained Assets, including, without limitation, all inventories of food the Nibco and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel on hand as of the Closing Date, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”patent lawsuits listed therein), or Hotel Manager or any of their respective affiliates as described such are set forth on Schedule 1.3(c3.9; (k) heretoA limited, (y) any worldwide royalty-free right and all alcoholic beverages, but only license to use the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇trade name “▇▇▇▇ cash fundsRain” in connection with the on-going Micro Irrigation Business, as set forth in Section 5.12 below); (l) All of Seller’s right, title and interest in computer programs to the extent assignable, and other intangibles owned or used by Seller, relating to the Transferred Assets or the Micro Irrigation Business and all of the related goodwill; (m) All claims to which Seller is a judgment creditor relating to the Micro Irrigation Business (except those listed as Retained Assets); and (iin) To the extent assignable, all of Seller’s licenses, permits and governmental authorizations relating to the extent assignable at no cost Transferred Assets or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7Micro Irrigation Business.

Transferred Assets. Subject to the terms and conditions provisions of this Agreement, : a. as of the Closing 1 June 2018 ("Completion Date"), Hersha Owner agrees to Seller shall convey, assign and transfer to Owner JV, free and clear of liens and encumbrances other than the Permitted ExceptionsPurchaser, and Owner JV agrees to receive Purchaser shall acquire from Hersha OwnerSeller, all of the following items (collectively, the “Property”): (a) all of Hersha OwnerSeller’s rightrights, title and interest in agreements between Seller and carriers and content providers relating to Seller’s Direct Carrier Billing (“Pay”) business as well as contracts with certain service providers as specified in Exhibit B attached hereto (“Contracts”), including without limitation the Seller's existing agreements with Optus and Vodafone Australia ("Key Contracts"), as specified in Exhibits A1-A2 attached hereto . For the avoidance of doubt, the contracts or arrangements specified in Exhibit E hereto are not contracts or agreements that will transfer to the land described on Purchaser and are excluded from the operation of this Agreement. For the purpose of this Agreement, Seller shall fulfill its assignment and transfer obligations hereunder by (i) executing assignment agreements (or similar documents) with Key Contracts, or if Purchaser executes new agreements with the respective parties of such Key Contracts; and (ii) issuing assignment notices to other carriers and content providers specified in Exhibit A B, in the form attached hereto with as Exhibit C. Purchaser acknowledges and agrees that except for Key Contracts, Seller cannot guarantee that all rightsparties to Contracts will provide written consent to such assignments. b. as of 1 July 2019 (or such other date as agreed between the Parties in writing) ("Technology Transfer Date"), privileges Seller shall convey, assign, and easements appurtenant thereto (collectivelytransfer to the Purchaser, the “Real Property”); (b) and Purchaser shall acquire from Seller, all of Hersha Owner’s rightSeller's rights, title, and interest in technology (including any applicable source code) and infrastructure owned or operated by Seller for the purpose of performing the Pay business (the “Technology”). Notwithstanding the foregoing, as of the Completion Date Purchaser shall be responsible for all aspects related to all buildingsutilizing the Technology for the purpose of supporting the Contracts (including but not limited to hosting, improvements, operational and other items of real estate located on the Real Property maintenance costs); (collectivelytogether, the “Improvements,” and together with the Real Property, the “PremisesTransferred Assets”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting free of all furnitureencumbrances, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel on hand as of the Closing Date, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guestsliens, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (ii) to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7security interests;

Transferred Assets. Subject Section 2.01. The assets purchased shall be comprised of all of the business, assets, properties and goodwill, tangible and intangible, except for those assets described in Schedule 2.03, used by Sellers in the Business, without regard to whether such assets are included on the Balance Sheet (as defined in Section 7.08 below) or not, all such assets being hereinafter referred to as the "Assets" and including without limitation all inventory, accounts receivable, cash (in an amount equal to the terms amount, if any, by which "costs and conditions recognized profits in excess of this Agreement, ▇▇▇▇▇▇▇▇" less "▇▇▇▇▇▇▇▇ in excess of costs and recognized profits" is less than zero as of the Closing Date), Hersha Owner agrees to transfer to Owner JV, free and clear of liens and encumbrances other than the Permitted Exceptions, and Owner JV agrees to receive from Hersha Owner, all of the following items (collectively, the “Property”): (a) all of Hersha Owner’s right, title and interest in and to the land described on Exhibit A hereto with all rights, privileges and easements appurtenant thereto (collectively, the “Real Property”); (b) all of Hersha Owner’s right, title, and interest in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinerygoodwill, intellectual property, contracts, customer lists, customer files, employee files, procedure manuals, training materials, accounting files and other tangible personal property located at the Hotel records, software, databases, computer files, trade names, trademarks, franchises, fictitious names, logos, slogans, patents and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and those assets set forth on Schedule 2.01 (which schedule sets forth the like with respect to the Hotel on hand as name of the Closing Dateparticular Seller of each such Asset and, but specifically excluding in the case of personal property, the location thereof). Section 2.02. Sellers shall transfer the Assets to Purchaser free and clear of all mortgages, security interests, charges, encumbrances, liens, infringements, assessments, covenants, claims, title defects, pledges, encroachments and burdens of every kind or nature whatsoever (x"Encumbrances") any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as except those Encumbrances described on Schedule 1.3(c2.02 ("Permitted Encumbrances"). Section 2.03. The Assets do not include those certain assets set forth on Schedule 2.03 (the "Excluded Assets") hereto, (y) any and all alcoholic beverages, but only to which shall remain the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (ii) to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (Sellers. Section 2.04. At Closing the Sellers shall amend their articles of incorporation to change their names to delete any use of the terms "American Technical Services Group", "American Technical Services", "ATS" or "ATSG". The rights to all such names shall be part of the Assets and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7shall be transferred to Purchaser hereunder.

Transferred Assets. Subject to On the terms and subject to the conditions of set forth in this AgreementAgreement and subject to the exclusions set forth in Section 2.02(b) and Section 2.03, at the Closing and effective as of the Closing DateEffective Time, Hersha Owner agrees each Seller Party shall sell, convey, assign, transfer and deliver to transfer to Owner JV, free and clear of liens and encumbrances other than the Permitted ExceptionsBuyer, and Owner JV agrees to receive Buyer shall purchase, acquire and accept from Hersha Ownereach such Seller Party, all of the following items (collectively, the “Property”): (a) all of Hersha Ownersuch Seller Party’s right, title and interest in in, to and under all of the following assets, free and clear of all Liens other than Permitted Liens, as the same shall exist immediately prior to the land described on Exhibit A hereto with all rightsClosing, privileges in each case, other than the Transferred Equity Interests (the transfer of which is governed by Section 2.01) and easements appurtenant thereto the Excluded Assets (collectively, the “Real Property”); (b) all of Hersha Owner’s right, title, and interest in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal PropertyTransferred Assets”): (i) items all interests in, to and under those certain leases held by a Seller Party and described in Section 2.02(a)(i) of tangible personal the SAPA Schedules (such leases, the “Transferred Leases”; and the real property consisting pertaining thereto, the “Transferred Leased Real Property”) and all rights, agreements and guaranties in respect thereof (including, to the extent assignable or transferrable, all options and rights of first refusal) and all furnituretenements, hereditaments, appurtenances and other property rights appertaining thereto; (ii) all Contracts set forth on Section 2.02(a)(ii) of the SAPA Schedules (including any Available Executory Contracts subsequently designated by the Buyer in accordance with Section 2.05(c)) (collectively with the BladeAssure Contracts and Transferred Leases, the “Transferred Contracts”); (iii) to the maximum extent permitted by the Bankruptcy Code or applicable Law, all Permits Related to the Business, the Transferred Assets and the Transferred Leased Real Property, including Environmental Permits and all pending applications therefor (the “Transferred Permits”) (for the avoidance of doubt, solely to the extent, if required under applicable Law, the applicable Government Authority consents to or otherwise approves the assignment or transfer of the applicable Permit); (iv) all causes of action, claims (including counterclaims), preference claims, Avoidance Actions, defenses, and other actions arising under the Bankruptcy Code or other applicable Law, and all other rights against any Person (including any customers, suppliers, vendors, lessors, lessees, licensees, licensors, insurers, guarantors, sureties, employees, or insiders), to the extent Related to the Business (including any use, ownership, possession, operation, sale, lease or encumbrance of any Transferred Asset or Transferred Entity), any Assumed Liability, and including proceedings, claims, counterclaims, defenses, credits, rebates (including any vendor or supplier rebates), demands, allowances, refunds, rights of set off, rights of recovery (including rights to insurance proceeds), rights of subrogation, rights of recoupment, rights under or with respect to express or implied guarantees, warranties, representations, covenants, indemnities, exculpation, advancement, reimbursement of expenses or contract renewal rights and other similar rights, in each case, whether direct or derivative, known or unknown, liquidated or unliquidated, contingent or otherwise; (v) all Business Intellectual Property, Business Technology and Business Systems, including the Business Registered IP set forth on Section 2.02(a)(v) of the SAPA Schedules, all rights in and to all income, royalties, damages and payments now or hereafter due or payable with respect to Business Intellectual Property, all causes of action (whether in law or in equity) with respect thereto, the right to sue, counterclaim, and recover for past, present and future infringement thereof, and all other rights, priorities and privileges arising therefrom or pertaining thereto, throughout the world; provided, for the avoidance of doubt, no third-party Software shall transfer pursuant to this Section 2.02(a)(v); (vi) all assets relating to the Assumed Employee Plans; (vii) to the maximum extent permitted by the Bankruptcy Code, applicable Law (including Privacy Law) and the privacy policies or notices of each of the Seller Parties applicable to any Personal Information included in such Transferred Books and Records (including, as applicable, any past privacy policies or notices in effect at the time of collection of such Personal Information that remain applicable to such Personal Information), the Transferred Books and Records; (viii) all manufacturing lines, production equipment, jigs, dies, fixtures, curing ovens, vacuum infusion systems, resin application systems, cranes, blade turning devices, sanding and trimming machines, painting and coating booths, balancing and testing equipment, and related machinery and all plant support systems (including HVAC, dust collection, compressed air, fire suppression and safety systems), in each case, Related to the Business; (ix) all assets relating to the BladeAssure Product, including all Contracts set forth on Section 2.02(a)(ix) of the SAPA Schedules, and all other Contracts pursuant to which Seller or any of its Affiliates is granted a license or other right to use the BladeAssure Product (“BladeAssure Contracts”); (x) (A) all other personal property and interests therein owned by any Seller Party, including furniture, furnishings, machinery, office equipment, computers, servers, networks and communications equipment, vehicles, handling and logistics equipment and other tangible personal property located at property, in each case, Related to the Hotel and owned or leased by Hersha Lessee, Business (including, without limitationrights, all inventories if any, in any of food and beverage the foregoing purchased subject to any conditional sales or title retention agreement in opened containers and all in-use favor of any other Person) or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect (B) any tangible personal property on order to be delivered to any Seller Party that is Related to the Hotel Business; (xi) all Inventory; (xii) the assets listed on hand as Section 2.02(a)(xii) of the Closing DateSAPA Schedules; (xiii) all goodwill of the Business; (xiv) all Transferred Entity Deposits, but specifically excluding accounts receivable or notes receivable Related to the Business (x) together with any and all tangible unpaid interest or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupantsunpaid amounts accrued thereon, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (the “FranchisorAssumed Accounts Receivable”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c; (xv) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash fundsTransferred Entity Cash; and (iixvi) other than any Excluded Assets, all other assets or rights of every kind and description Related to the extent assignable at no cost Business, wherever located, whether real, personal or expense to Hersha Ownermixed, all intangible personal property tangible or intangible, that are owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7a Seller Party.

Transferred Assets. Subject to the terms and conditions of this Agreement, as of the Closing Date, Hersha Owner agrees to transfer to Owner JV, free and clear of liens and encumbrances other than the Permitted Exceptionsherein, and Owner JV agrees ------------------ in reliance upon the representations and warranties set forth in the Uniform Terms, the Companies and Parent agree to receive from Hersha Ownersell, convey, assign, transfer and deliver to Purchasers, and Purchasers agree to purchase and acquire all of the following items (collectively, the “Property”): (a) all of Hersha Owner’s Companies' and Parent's right, title and interest (but in the case of the real property, with the title warranties called for herein) in and to (i) the land assets, properties and businesses of Companies and Parent used in connection with the Business, as a going concern, of every kind and description, located in the Restricted Territory whether tangible or intangible, real, personal or mixed, as such assets shall exist on the Closing Date, and (ii) all other assets, properties and businesses of Companies and Parent located outside the Restricted Territory and described in Schedule 2.2, which are used exclusively in the ------------ operation of the Business, whether tangible or intangible, real, personal or mixed, as such assets shall exist on Exhibit A the Closing Date (collectively the "Transferred Assets"), excluding only the Retained Assets (as defined in Section 2.5 below), such transfer being deemed to be effective as of the Effective Time, including but not limited to: (a) All of the inventory and supplies that are owned by the Companies and used exclusively in the operation of the Business, the current categories and amounts of which are set forth on Schedule 2.2(a); --------------- (b) All of the leases (including any capital leases), lease purchase arrangements and license agreements including but not limited to those set forth on Schedule 2.2(b) (the "Assigned Leases"); --------------- (c) All of the contracts, agreements, purchase orders and commitments including but not limited to those listed on Schedule 2.2(c) including the MSA --------------- or other similar related agreements with the Affiliated Practice (the "Assigned Contracts"); (d) All of the tangible personal property (including instruments, equipment, furniture and machinery) including but not limited to those listed on Schedule 2.2(d) ("Tangible Personal Property"); --------------- (e) Copies of all books and records of the Companies and Parent exclusively related to the Transferred Assets; (f) All rights under franchises, licenses, permits, certificates, approvals and other governmental authorizations owned by the Companies and related to the ownership of the Transferred Assets including but not limited to those listed on Schedule 2.2(f) (the "License Rights"), except for such License --------------- Rights that are not transferable, which non-transferrable License Rights are also set forth in Schedule 2.2(f); --------------- (g) The Companies' prepaid expenses, deposits and other similar items listed on Schedule 2.2(g); --------------- (h) The rights of the Companies under the MSA; (i) Good and indefeasible title in fee simple to full, undivided ownership in the real property identified on Schedule 2.2(i) attached hereto with all rights, privileges and easements appurtenant thereto --------------- (collectively, the “"Real Property”); ") together with (bi) all of Hersha Owner’s right, title, and interest in and to all buildings, structures, fixtures, other improvements, and other items of real estate located construction, construction-in-progress, including without limitation, the construction-in-progress on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel on hand known as of the Closing Date, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇ ▇▇▇▇▇▇▇▇ cash funds▇▇▇▇▇▇▇▇▇, Houston, Texas (the "▇▇▇▇▇▇▇▇ Property"), of every kind and nature presently situated on, in or under or hereafter erected, installed or used in, on or about the Real Property or the Leased Real Property (as hereinafter defined) (the "Improvements"; and the Real Property and the Improvements being collectively referred to herein as the "Premises"), (ii) all and singular the rights, easements and appurtenances pertaining to the Premises, (iii) all right, title and interest of the Company in and to any and all roads, easements, alleys, streets and rights-of-way bounding the Real Property, together with all rights of ingress and egress unto the Premises, (iv) strips or gores, if any, between the Real Property and abutting properties, and (v) any and all oil, gas and minerals lying under, in, on or about or constituting a part of the Real Property; (j) Any Company Plans to the extent assignable at no cost provided in Section 3.10 of the Uniform Terms or expense any assets transferred from any Company Plans or Affiliates Plan in accordance with Section 3.10 of the Uniform Terms; (k) All intangible property, including but not limited to, the patents, trademarks, trade names, business names (including all names associated with the Business and the name "▇▇▇▇▇▇-▇▇▇▇▇▇▇" as applied to Hersha Owneror used by , all intangible personal property owned or possessed by Hersha Owner and used exclusively the Companies in connection with the ownership or operation of Business), service marks, logos, trade secrets, copyrights and all applications and registrations therefore and licenses thereof (the Hotel (and not in connection with any other hotel or property"Intellectual Property"), including, without limitation, the items identified in Schedule 2.2(k); --------------- (l) All telephone numbers in the Restricted Territory; (m) [intentionally deleted]; (n) Those other assets listed on Schedule 2.2(n); --------------- (o) The Net Working Capital Amount, provided however, if the actual Net Working Capital Amount (as defined in the Uniform Terms and described in Schedule 2.2(o)) is less than Ten Million Dollars ($10,000,000), the Companies --------------- will, on the Closing Date or one (1) utility day after completion of the process for calculating Net Working Capital set forth in this Section 2.2(o), whichever is -------------- later, pay to Purchasers an amount equal to the sum of Ten Million Dollars ($10,000,000) minus the Net Working Capital Amount. Such payment will be a cash payment by wire transfer of immediately available funds to such account or accounts as the Purchasers shall designate. The parties agree to the following process to determine the Net Working Capital Amount: (i) Within seven (7) days after the date of this Agreement, Parent shall prepare a draft of the Net Working Capital Amount in accordance with the formula set forth in Schedule 2.2(o) and development rights based on the -------------- financial records of the Business as of February 28, 1999. (ii) Ernst & Young LLP, on behalf of Purchasers, shall, within fourteen (14) days after receipt of the draft, review and 7comment on this draft, and if the parties agree, this draft shall be the basis for determining the Net Working Capital Amount, and this draft shall be revised only to reflect the updates based on the financial records of the Business as of the Measurement Date as evaluated by Ernst & Young LLP. (iii) If the parties fail to agree on this draft within five (5) days after receipt of Ernst & Young LLP's comments and such disagreement, in the aggregate, exceeds One Hundred Thousand Dollars ($100,000), then this disagreement shall be submitted to Deloitte & Touche LLP or such other independent accounting firm as mutually agreed to by the parties (the "Independent Firm") for final determination, to be binding on the parties, which determination shall be completed within ten (10) days of submittal. The Independent Firm determination shall be the Net Working Capital Amount, revised only to reflect the updates based on the financial records of the Business as of the Measurement Date as determined by Independent Firm; and (p) All of the tangible personal property (including instruments, equipment, furniture and machinery) intended for the ▇▇▇▇▇▇▇▇ Property as disclosed in the due diligence materials provided by Parent and Companies to Purchasers; and (q) Parent and the Companies shall assign all rights, interests and warranties under all construction and related agreements relating to the ▇▇▇▇▇▇▇▇ Property and the improvements constructed or being constructed thereon. Parent and the Companies shall be responsible, as provided elsewhere in this Agreement for the payment in full of all costs, expenses and liabilities associated or incurred in connection with the completion of such construction and improvements; provided, however that Purchasers shall be responsible for any Purchasers-requested change orders entered into between Purchasers and any contractors after the Closing Date to the extent such change orders, if any, increase the costs for construction otherwise payable by Parent or the Companies hereunder. Prior to the Closing Date, the parties shall make a good faith determination of (i) all sums owed and unpaid by Parent and the Companies for construction on the ▇▇▇▇▇▇▇▇ Property (including retainage amounts held and as required by Applicable Law and applicable contract) and (ii) all items required to be completed pursuant to the applicable construction contract (the "Punch List Items"). Based upon the determinations made pursuant to subsections (i) and (ii) above, the parties at or prior to the Closing Date shall execute a mutually acceptable escrow agreement to provide a mechanism for the funding of all Punch List Items and the payment of any remaining sums owed by Parent and/or the Companies under the applicable Construction Contracts for the ▇▇▇▇▇▇▇▇ Property. Parent or the Companies shall, at Closing, fund such amounts with an escrow agent acceptable to the parties hereto. Notwithstanding the foregoing, if and to the extent the assignment of any lease or contract, requires the consent of another person, then unless waived by Purchasers: (i) such lease or contract shall not be deemed assigned hereunder until such consent is obtained if the attempted assignment would constitute a breach thereof; and (ii) Purchasers shall cooperate with the Companies in seeking such consent or entering into reasonable arrangements, designed to provide Purchasers the benefits thereunder.

Transferred Assets. Subject to For the terms consideration hereinafter provided and conditions of this Agreement, as in reliance upon the representations and warranties of the Closing Dateparties set forth herein, Hersha Owner agrees Seller hereby sells, transfers, conveys and assigns to transfer to Owner JV, free and clear of liens and encumbrances other than the Permitted ExceptionsBuyer, and Owner JV agrees to receive Buyer hereby purchases from Hersha OwnerSeller, all of Seller's assets and businesses which are related to, used in, necessary for or contribute to the following items operation of the Facility Business (whether within, adjacent to or completely outside and removed from the Facility) (collectively, the “Property”"Transferred Assets"), including, without limiting the generality of the foregoing, the following assets (but excluding all Retained Assets): (a) The surface estate of the real property owned by Seller upon which the Facility is situated (including the real property on which the correctional facility known as "▇▇▇▇▇▇▇ County Correctional Facility" is located), together with all structures, construction work-in-progress, buildings and other improvements thereon, and any and all of Hersha Owner’s right, title and interest in and to the land described on Exhibit A hereto with all Seller's rights, privileges and easements appurtenant thereto (collectively, the “"Real Property”");, all of which Real Property is identified on Schedule 1.1(a). (b) All equipment and other tangible personal property related to the Facility Business owned by Seller. (c) All inventories of supplies, food, janitorial, medical supplies and office supplies, maintenance and shop supplies and other disposables related to the Facility Business which are existing as of the Closing and which are not obsolete (the "Inventory"). (d) To the extent lawfully transferable, all accreditations, registrations, licenses, permits and other governmental consents or approvals necessary to or intended for the operation of the Facility Business as presently conducted by Seller. (e) All advance payments, prepayments, prepaid expenses, deposits and the like related to the Facility Business (the "Prepaids"), the categories and amounts as of the date hereof are set forth on Schedule 1.1(e). (f) To the extent lawfully transferable, all of Hersha Owner’s Seller's right, titletitle and interest in and to any and all business names, marks and logos now or ever used by Seller in connection with the Facility Business and any and all names and logos under which Seller (in connection with the Facility Business) or any Facility Business has ever done business or offered programs, together with all abbreviations and variations thereof and all applications and registrations relating to any of the foregoing, including, without limitation, the business names and logos set forth on Schedule 1.1(f), and all goodwill associated therewith and with the Facility Business. (g) All unexpired warranties and covenants that are transferable to Buyer, which Seller has received from third parties with respect to the Transferred Assets, including, without limitation, such warranties and covenants as are set forth in any construction agreement, lease agreement, equipment purchase agreement, consulting agreement, agreement for architectural and engineering services or purchase and sale agreement. (h) All records relating to the operation or management of the Facility. (i) All materials, documents, information, media, methods, processes, inventions and technology owned by Seller related to the Facility Business (except those that are privileged or proprietary and are not used in or necessary for the business) and any and all rights to use the same, including, but not limited to, all telephone numbers, intangible assets of an intellectual property nature, all proprietary computer software, all clinical and policy and procedure manuals and all promotional, marketing and recruiting materials, and all applications or registrations relating to any of the foregoing. (j) Any and all rights respecting computer and data processing hardware that is related to the Facility Business, and any computer and data processing hardware, whether or not located at the Facility, that is part of a computer system used by any of the Facility Business, whether or not the central processing unit for such system is located at the Facility. (k) To the extent they may be legally conveyed, all of Seller's right, title and interest in and to all buildings, improvements, and other items Inmate Contracts relating to the housing of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located inmates at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel on hand as of the Closing Date, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (ii) to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7Facility.

Transferred Assets. (a) Subject to the terms and conditions of this AgreementAgreement and in consideration of the obligations of the Buyer as provided herein, and except as otherwise provided in Section 1.2 hereof, at the Closing, the Sellers shall sell, assign, transfer, grant, bargain, deliver and convey, and CWII shall cause to be sold, assigned, transferred, granted, bargained, delivered and conveyed, to the Buyer, free and clear of all Liens, except Permitted Liens, the Sellers' and their Affiliates' entire right, title and interest in, to and under the Business, as a going concern, and all assets owned or used by the Sellers or their Affiliates (other than Excluded Assets) in connection with, relating to or arising out of the Business of every type and description, tangible and intangible, wherever located and whether or not reflected on the books and records of any Seller (all of such assets, properties, rights and business collectively referred to as the "Transferred Assets"), including, but not limited to: (i) all Equipment, including the Equipment set forth in Section 1.1(a)(i) of the Disclosure Schedule; (ii) all Inventories, including the Inventories set forth in Section 1.1(a)(ii) of the Disclosure Schedule; (iii) all cash, cash equivalents and Accounts Receivable, including the Accounts Receivable set forth in Section 1.1(a)(iii) of the Disclosure Schedule; (iv) all Proprietary Information, including the Proprietary Information set forth in Section 1.1(a)(iv) of the Disclosure Schedule; (v) all Real Property, including the Real Property set forth in Section 1.1(a)(v) of the Disclosure Schedule; (vi) subject to Section 1.1(b) hereof, the benefit of all unfilled or outstanding purchase orders, sales or service contracts, other commitments, contracts, engagements and leases to which any Seller is entitled at the Closing and which relate to the Business but excluding the Third Party Debt (the "Entitlements"), all of which Entitlements are set forth in Section 1.1(a)(vi) of the Disclosure Schedule; (vii) all of the Sellers' rights, title and interests in any permits, licenses, approvals, registrations, or other authorizations, including Environmental Permits, issued by or obtained from any Governmental Entity with respect to the Business, other than permits, licenses, approvals, registrations, or other authorizations related to the Excluded Assets; (viii) all prepaid expenses and deposits made by Sellers and their Affiliates relating to the Business; and (ix) any goodwill associated with the Business. (b) The Sellers and each of the Shareholders shall use their best efforts to obtain such consents of third parties as are necessary or advisable for the assignment of the Transferred Assets. To the extent that any of the Transferred Assets are not assignable by the terms thereof or consents to the assignment thereof cannot be obtained as provided herein, the Transferred Assets shall be held by the Sellers in trust for the Buyer and shall be performed by the Buyer in the name of the Sellers and all benefits and obligations derived thereunder shall be for the account of the Buyer; provided, however, that where entitlement of the Buyer to such Transferred Assets hereunder is not recognized by any third party, the Sellers and the Shareholders shall, at the request of the Buyer, enforce in a reasonable manner, at the cost of and for the account of the Buyer, any and all rights of each Seller against such third party. (c) Within three days of the Closing Date, Hersha Owner agrees to transfer to Owner JV, free the Sellers and clear the Shareholders shall notify each Person which may have possession of liens and encumbrances other than the Permitted Exceptions, and Owner JV agrees to receive from Hersha Owner, all any of the following items (collectively, the “Property”): (a) all of Hersha Owner’s right, title and interest in and to the land described on Exhibit A hereto with all rights, privileges and easements appurtenant thereto (collectively, the “Real Property”); (b) all of Hersha Owner’s right, title, and interest in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located Transferred Assets at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel on hand as of the Closing Date, but specifically excluding (x) any and all tangible whether by consignment or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupantsotherwise, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (ii) such Transferred Assets to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7Buyer.

Transferred Assets. Subject to (a) As of the Effective Time and upon the terms and conditions of this Agreementset forth herein, as of the Closing DateSeller will sell, Hersha Owner agrees assign, transfer, convey and deliver to transfer to Owner JV, free and clear of liens and encumbrances other than the Permitted ExceptionsPurchaser, and Owner JV agrees to receive Purchaser will purchase from Hersha Owner, all of Seller the following items assets located at or attributed to the Branches (collectively, the “Property”"Transferred Assets"): (a1) the Real Property in fee simple free of all of Hersha Owner’s rightmortgages, title liens, charges, assessments, fees and interest in and to the land described on Exhibit A hereto with all rights, privileges and easements appurtenant thereto (collectively, the “Real Property”)other encumbrances; (b2) all of Hersha Owner’s right, title, and interest in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, equipment and other tangible personal property and fixed assets described on Exhibit 2.1 (a) (2) (the "Fixed Assets"); (3) all leases for equipment and/or furniture located at the Hotel and owned or leased by Hersha Lessee, including, without limitation, Branches; (4) all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies safe deposit boxes located at the Branches and the like with respect to leases and contracts related thereto; (5) all coins and currency located at the Hotel on hand Branches as of the Closing Date, but specifically excluding Effective Time (x) any "Coins and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”Currency"), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (ii6) the contracts and agreements described on Exhibit 2.1(a)(6). (b) The following items shall be excluded from the Transferred Assets (the "Excluded Assets"): (1) Seller's rights in and to the extent name "The First National Bank of Germantown" and any of Seller's corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, trademarks or trade names; (2) any loans made by Seller; (3) any residential mortgage servicing rights for residential mortgage loans originated by Seller; (4) any bank regulatory licenses or any other non-assignable at no cost licenses or expense to Hersha Owner, permits; (5) proprietary software of Seller; and (6) all intangible personal property owned or possessed by Hersha Owner and routing numbers of Seller used exclusively in connection with the ownership Deposit Liabilities or operation the Branches. Seller shall remove or cause to be removed the Excluded Assets from the Branches at or prior to the Effective Time, except as otherwise agreed by Purchaser and Seller. Seller shall remove the Excluded Assets at its own cost in such a manner as to minimize any damage to the Branches and the Transferred Assets as a result of such removal. Seller shall repair or replace, at its own cost and expense, any damage suffered to the Branches or the Transferred Assets as a result of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7removal of the Excluded Assets.

Transferred Assets. Subject to the terms and conditions of set forth in this Agreement, as of on the Closing Date, Hersha Owner agrees Seller shall sell, transfer, assign and deliver to transfer to Owner JVPurchaser, free and clear of liens and encumbrances other than the Permitted Exceptionsall Liens except for as otherwise set forth herein in SECTION 3 ("TRANSFER"), and Owner JV agrees to receive Purchaser shall purchase from Hersha OwnerSeller, for the consideration hereinafter described, all of the following items right, title and interest of Seller in and to all of the properties, assets and rights owned by Seller or used by it in connection with the Business, as the same shall exist on the Closing Date other than the Excluded Assets (as defined below), including, without limitation (collectively, the “Property”"ASSETS"): (a) all cash and cash equivalents of Hersha Owner’s right, title and interest in and to the land described on Exhibit A hereto with all rights, privileges and easements appurtenant thereto (collectively, the “Real Property”)Seller; (b) all of Hersha Owner’s right, title, and interest in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”)Inventories; (c) all rights to collections from Receivables of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal Property”): (i) items Seller's affiliates for services rendered by Seller or (ii) Seller except those which have been set forth in SECTION 2.01(c) of tangible personal property consisting the Disclosure Schedule, whether or not invoices relating thereto have been issued, the collection and transfer of which Receivables from Seller to Purchaser shall occur as set forth in the Accounts Receivable Agreement attached hereto as EXHIBIT H; (d) an option to acquire any of the specific Equipment owned by Seller on the Closing Date and listed on SECTION 2.01(d) of the Disclosure Schedule as designated by Purchaser by December 1, 2001, up to a maximum net book value of $150,000 as of the Closing Date based on the asset schedule to the balance sheet, dated September 30, 2000, without further payment; (e) all furniturecauses of action, fixturesdemands, equipmentjudgments, machineryclaims (including insurance claims), indemnity rights or other rights of Seller, relating to the Assets or arising under express or implied warranties from suppliers with respect to the Assets; and (f) all Seller Intellectual Property, Licensed Intellectual Property, and other tangible personal property located Licenses excluding the trade name and corporation name of "BBI Clinical Laboratories" or "BBI Clinical Laboratories, Inc." and any modifications or derivations thereof including the name "BBI" and the related logo; PROVIDED, HOWEVER, Seller shall grant Purchaser a worldwide, non-transferable (provided that such license may be transferred at Purchaser's option in connection with (A) the Hotel and owned acquisition of the Purchaser by another entity by means of any transaction or leased by Hersha Lessee, series of related transactions (including, without limitation, any reorganization, merger or consolidation in which the Purchaser is not the surviving entity, but excluding a mere reincorporation transaction); (B) a sale of all inventories or substantially all of food and beverage in opened containers and all in-use the assets of the Purchaser; UNLESS the Purchaser's stockholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Purchaser's acquisition or sale or otherwise), hold at least fifty percent (50%) of the voting power of the surviving or acquiring entity; or (C) a sale of fifty percent (50%) or more of the stock of linensthe Purchaser (a "CHANGE OF CONTROL")), chinanon-sublicenseable, glasswarenon-exclusive (except as to Seller), silverirrevocable (except for certain limited circumstances identified in the Transition Services Agreement) and royalty-free license to use the trade name, uniforms, towels, paper goods, stationery, soaps, cleaning supplies "BBI Clinical Laboratories," but not any derivations or modifications thereof including "BBI" and the like with respect to the Hotel on hand as of the Closing Date, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (ii) to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively related logo solely in connection with conducting or operating the ownership or operation Business for a period of the Hotel (and not in connection with any other hotel or property), including, without limitation, one (1) utility and development rights and 7year from the Closing Date pursuant to the Trademark License Agreement.

Transferred Assets. Subject At the Closing, for the consideration hereinafter provided, Seller shall sell, transfer, convey, assign and deliver to the terms and conditions of this Agreement, as of the Closing Date, Hersha Owner agrees to transfer to Owner JV, free and clear of liens and encumbrances other than the Permitted ExceptionsBuyer, and Owner JV agrees to receive Buyer shall purchase and accept from Hersha OwnerSeller, all of the following items assets and businesses which are used in, or necessary for, the operation of the Hospital Business (collectively, the “Property”):"Transferred Assets"), including, without limiting the generality of the foregoing, the following assets, but excluding all Retained Assets: (a) The real property upon which the Hospital is situated, other than the real property referred to in Paragraph 1.2(b), together with all improvements, construction work-in-progress, buildings and other improvements thereon, and any and all of Hersha Owner’s right, title and interest in and to the land described on Exhibit A hereto with all Seller's rights, privileges and easements appurtenant thereto (collectively, the “"Real Property”");, all of which real property is more specifically identified on Schedule 1.1(a). (b) The leasehold estates of Seller, as landlord or tenant, and the related lease and sublease agreements (collectively, the "Real Property Leases") with respect to the Real Property Leases, which are identified on Schedule 1.1(b). (c) All equipment and other tangible personal property (other than cash and items of tangible personal property that are consumed, disposed of or held for sale or are inventoried in the ordinary course of business) related to the Hospital Business owned by Seller (the "Personal Property"), including without limitation all equipment, furnishings, fixtures, machinery, office furnishings, vehicles, instruments, leasehold improvements, and spare parts, which Personal Property as of Hersha Owner’s February, 1998, is more specifically described on Schedule 1.1(c) provided to Buyer. (d) All inventories of supplies, drugs, food, janitorial and office supplies, maintenance and shop supplies and other disposables (the "Inventory") related to the Hospital Business which are existing as of the Closing Date (the "Purchased Inventory"). (e) All of Seller's right, title, and interest in in, to and to under all buildingswritten contracts, improvementsagreements, and obligations, commitments or covenants (other items of real estate located on than the Real Property (collectively, the “Improvements,” Leases and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect those contracts directly relating to the Hotel on hand Retained Assets or Excluded Liabilities) related to the Hospital Business in force as of the Closing Date, but specifically excluding Date (xi) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”that are set forth on Schedule 1.1(e), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (ii) to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and that are not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7included on Schedule 1.1

Transferred Assets. Subject to the terms and conditions set forth herein, at the Closing (as defined in SECTION 2.4), Rainbow shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase, assume and acquire from Rainbow all of this Agreementthe assets, properties and rights of every kind, character and description used in the conduct of the Ram Business, whether tangible or intangible and wherever located except for the Retained Assets (as defined in SECTION 1.2), as of the Closing DateDate (as defined in SECTION 2.4) (collectively referred to herein as the "Transferred Assets"), Hersha Owner agrees to transfer to Owner JVincluding, free and clear of liens and encumbrances other than without limiting the Permitted Exceptionsforegoing, and Owner JV agrees to receive from Hersha Owner, all of the following items Transferred Assets (collectively, as described in detail in the “Property”"Transferred Assets Schedule" attached hereto as SCHEDULE 1.1): (a) all of Hersha Owner’s The Rainbow Sublease, as will be amended prior to or at Closing pursuant to an amendment to sublease containing the terms and in substantially the form attached hereto as EXHIBIT A; (b) All machinery, equipment, vehicles, tooling, molds, fork lifts, tables, spare parts and tools; (c) All office supplies and equipment, computers, maintenance supplies and other similar items; (d) All inventories; (e) All accounts and notes receivable; (f) All prepaid assets; (g) All Sellers' right, title and interest in and to the land described those contracts and agreements (including proprietary agreements with suppliers) set forth on Exhibit A hereto with SCHEDULE 1.1(G), and all rights, privileges and easements appurtenant thereto (collectively, the “Real Property”); (b) all of Hersha Owner’s right, title, title and interest in and to all buildingspurchase or sales orders, improvementsquotes or commitments related to the Transferred Assets or the Ram Business, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”)whether written or oral; (ch) Access to and the right to copy all of Hersha Owner’s Rainbow's books, records, accounts, correspondence, production records, employment, payroll, personnel and workers' compensation records, environmental control records, and access to and the right to copy any other documents relating to the Transferred Assets or the Ram Business; (i) All of Sellers' rights under any and all express or implied warranties from suppliers with respect to the Transferred Assets to the extent such warranties are transferable; (j) All of Rainbow's right, title, title and interest in and to patents, trademarks, service marks, trade names (including "Ram Belts & Chains" but excluding "Rainbow") and service names and all variants thereof, copyrights, inventions, customer lists, trade secrets (including processes and software programs owned by Rainbow or used or licensed by Rainbow and transferable), registrations and all applications for any of the foregoing and works in progress relating thereto, and all past, present and future causes of action and remedies therefor relating to the Ram Business, as such are set forth on SCHEDULE 3.10; (k) A limited, perpetual, worldwide royalty-free right and license to use the trade names "Rainbow" and "Rainbow/Ram Belts & Chains" and variants thereof in connection with the on-going Ram Business, in substantially the form attached hereto as EXHIBIT B; (l) All of Rainbow's right, title and interest in computer programs to the extent assignable, and other intangibles owned or used by Rainbow, relating to the Transferred Assets or the Ram Business and all of the following (collectively, the “Personal Property”):related goodwill; (im) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at All claims as to which Rainbow is a judgment creditor relating to the Hotel and owned or leased by Hersha Lessee, including, without limitationRam Business; (n) To the extent assignable, all inventories of food Sellers' licenses, permits and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect governmental authorizations relating to the Hotel on hand as of Transferred Assets or the Closing Date, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash fundsRam Business; and (iio) to All of the extent assignable at no cost or expense to Hersha Ownerassets, all intangible personal property properties and rights owned or possessed formerly owned by Hersha Owner Omni Manufacturing, Inc. ("Omni") and used exclusively in connection with the ownership transferred to Rainbow of every kind, character and description, whether tangible or operation of the Hotel (intangible and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7wherever located.

Transferred Assets. Subject to the terms and conditions of set forth in this Agreement, as of on the Closing Date, Hersha Owner agrees Seller shall sell, transfer, assign and deliver to transfer to Owner JVPurchaser, free and clear of liens and encumbrances other than the Permitted Exceptionsall Liens except for as otherwise set forth herein in Section 3 ("Transfer"), and Owner JV agrees to receive Purchaser shall purchase from Hersha OwnerSeller, for the consideration hereinafter described, all of the following items right, title and interest of Seller in and to all of the properties, assets and rights owned by Seller or used by it in connection with the Business, as the same shall exist on the Closing Date other than the Excluded Assets (as defined below), including, without limitation (collectively, the “Property”"Assets"): (a) all cash and cash equivalents of Hersha Owner’s right, title and interest in and to the land described on Exhibit A hereto with all rights, privileges and easements appurtenant thereto (collectively, the “Real Property”)Seller; (b) all of Hersha Owner’s right, title, and interest in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”)Inventories; (c) all rights to collections from Receivables of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal Property”): (i) items Seller's affiliates for services rendered by Seller or (ii) Seller except those which have been set forth in Section 2.01(c) of tangible personal property consisting the Disclosure Schedule, whether or not invoices relating thereto have been issued, the collection and transfer of which Receivables from Seller to Purchaser shall occur as set forth in the Accounts Receivable Agreement attached hereto as Exhibit H; (d) an option to acquire any of the specific Equipment owned by Seller on the Closing Date and listed on Section 2.01(d) of the Disclosure Schedule as designated by Purchaser by December 1, 2001, up to a maximum net book value of $150,000 as of the Closing Date based on the asset schedule to the balance sheet, dated September 30, 2000, without further payment; (e) all furniturecauses of action, fixturesdemands, equipmentjudgments, machineryclaims (including insurance claims), indemnity rights or other rights of Seller, relating to the Assets or arising under express or implied warranties from suppliers with respect to the Assets; and (f) all Seller Intellectual Property, Licensed Intellectual Property, and other tangible personal property located Licenses excluding the trade name and corporation name of "BBI Clinical Laboratories" or "BBI Clinical Laboratories, Inc." and any modifications or derivations thereof including the name "BBI" and the related logo; provided, however, Seller shall grant Purchaser a worldwide, non-transferable (provided that such license may be transferred at Purchaser's option in connection with (A) the Hotel and owned acquisition of the Purchaser by another entity by means of any transaction or leased by Hersha Lessee, series of related transactions (including, without limitation, any reorganization, merger or consolidation in which the Purchaser is not the surviving entity, but excluding a mere reincorporation transaction); (B) a sale of all inventories or substantially all of food and beverage in opened containers and all in-use the assets of the Purchaser; unless the Purchaser's stockholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Purchaser's acquisition or sale or otherwise), hold at least fifty percent (50%) of the voting power of the surviving or acquiring entity; or (C) a sale of fifty percent (50%) or more of the stock of linensthe Purchaser (a "Change of Control")), chinanon-sublicenseable, glasswarenon-exclusive (except as to Seller), silverirrevocable (except for certain limited circumstances identified in the Transition Services Agreement) and royalty-free license to use the trade name, uniforms, towels, paper goods, stationery, soaps, cleaning supplies "BBI Clinical Laboratories," but not any derivations or modifications thereof including "BBI" and the like with respect to the Hotel on hand as of the Closing Date, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (ii) to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively related logo solely in connection with conducting or operating the ownership or operation Business for a period of the Hotel (and not in connection with any other hotel or property), including, without limitation, one (1) utility and development rights and 7year from the Closing Date pursuant to the Trademark License Agreement.

Transferred Assets. Subject Upon and subject to the terms and conditions of this Agreement, as of the Closing Date, Hersha Owner agrees WECU hereby assigns and transfers to transfer to Owner JV, free and clear of liens and encumbrances other than the Permitted Exceptions▇▇▇▇▇▇▇▇ Horizon, and Owner JV agrees to receive ▇▇▇▇▇▇▇▇ Horizon hereby accepts the assignment and transfer from Hersha Owner, all WECU of the following items properties, assets interests and rights (collectively, the “PropertyTransferred Assets”): (1) all right, title and interest in and to all of WECU’s properties, assets, interests and rights pertaining directly and exclusively to the Projects, including the following: (a) all materials, equipment, machinery, motor vehicles, supplies, accessories and other chattels pertaining directly and exclusively to the Projects, including any materials, equipment, machinery, motor vehicles, supplies, accessories and other chattels ordered by WECU for use in the Projects but not yet received; (b) all licences, permits, authorizations, regulatory approvals or other evidence of Hersha Ownerauthority pertaining directly and exclusively to the Projects or the properties, assets, interests and rights pertaining directly and exclusively thereto issued or granted to, conferred upon, or otherwise created for WECU; (c) all contracts and agreements pertaining directly and exclusively to the Projects to which WECU is a party, including (i) all leases, subleases, rights-of-way, easements, surface access agreements or other instruments pertaining directly and exclusively to the Projects, including all purchase options, prepaid rents, security deposits, licences, permits and regulatory approvals pertaining directly and exclusively thereto and all leasehold improvements thereon, (ii) all licenses granted to WECU of rights and interests in and to technology, engineering data, design and engineering specifications pertaining directly and exclusively to the Projects; (iii) all construction contracts, engineering contracts and other service agreements pertaining directly and exclusively to the design and construction of the Projects; (iv) all leases of personal property pertaining directly and exclusively to the Projects, including all purchase options, prepaid rents, security deposits, licences and permits relating thereto and all leasehold improvements thereon; and (v) all other contracts and agreements pertaining directly and exclusively to the Projects, in each case including any contracts and agreements described in Schedule 2.1(1)(c), but excluding the NOVA Agreement, which is addressed in Section 2.1(3) below; (d) all books, records, files, papers, reports and data of WECU pertaining directly and exclusively to the Projects or the properties, assets, interests and rights pertaining directly and exclusively thereto, including books of account and other financial data and information, engineering studies and work product, drawings, reports and data that pertain to seismic, geological or geophysical matters, including all records, data and information stored electronically, digitally or on computer-related media; (e) all trade-marks and trade-▇▇▇▇ applications, trade names, certification marks, patents and patent applications, copyrights, domain names, industrial designs, trade secrets, know-how, formulae, processes, inventions, technical expertise, research data and other similar property, all associated registrations and applications for registration owned or used by WECU directly and exclusively in the Projects, and all associated rights, including moral rights, associated with any of the foregoing; (f) all accounts receivable, notes receivable, loans receivable and other evidences of indebtedness and rights to receive payments pertaining directly and exclusively to the Projects or the properties, assets, interests and rights pertaining directly and exclusively thereto and any security arrangements and collateral securing the repayment and satisfaction of the foregoing; and (g) all prepayments, prepaid charges, deposits, sums and fees pertaining directly and exclusively to the Projects or held in respect of any of the properties, assets, interests and rights pertaining directly and exclusively thereto; (2) all of WECU’s right, title and interest in and to the land described on Exhibit A hereto with all rights, privileges and easements appurtenant thereto (collectively, the “Real Property”)CNRL Agreement; (b3) all of Hersha OwnerWECU’s dedication obligations under Section 4.1(b) of the NOVA Agreement which relate to OC2 derived from Horizon Liquids and the right to be paid for OC2 derived from Horizon Liquids in accordance with the NOVA Agreement; and (4) all of WECU’s right, title, title and interest in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers ACMLP Interests and all in-use or stock of linensproperties, chinaassets, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies interests and the like with respect to the Hotel on hand as of the Closing Date, but specifically excluding (x) any rights pertaining directly and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (ii) to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7thereto.

Transferred Assets. (a) Subject to the terms and conditions of this Agreement and in consideration of the obligations of the Buyer as provided herein, and except as otherwise provided in Section 1.2 of this Agreement, as of at the Closing Date, Hersha Owner agrees to transfer to Owner JV, free and clear of liens and encumbrances other than the Permitted Exceptions, and Owner JV agrees to receive from Hersha Owner, all of the following items (collectivelyClosing, the “Property”): (a) all of Hersha OwnerSeller shall sell, assign, transfer, grant, bargain, deliver and convey to the Buyer the Seller’s right, title and interest in in, to and to under the land described on Exhibit A hereto with all rightsBusiness and the assets, privileges properties and easements appurtenant thereto rights listed below (collectively, the “Real Property”); (b) all of Hersha Owner’s rightsuch assets, titleproperties, rights and interest in and business being hereinafter sometimes collectively referred to all buildings, improvements, and other items of real estate located on as the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal Property”"Transferred Assets"): (i) items all of tangible personal property consisting the Equipment and Facilities, including the Equipment and Facilities set forth in Schedule 1.1(a)(i) to this Agreement; (ii) all of the accounts receivable relating to the Business (the "Accounts Receivable") set forth in Schedule 1.1(a)(ii) to this Agreement; (iii) the Real Property and Leasehold Interests set forth in Schedule 1.1(a)(iii) to this Agreement; (iv) the Leased Equipment set forth in Schedule 1.1(a)(iv) to this Agreement; (v) all furnitureof the proprietary Information, fixturesincluding the Proprietary Information set forth in Schedule 1.1(a)(v) to this Agreement; (vi) all governmental authorizations, equipment, machinery, certificates and other tangible personal property located at the Hotel and owned or leased by Hersha Lessee, permits including, without limitation, the air permit(s) issued by the Wyoming Department of Environmental Quality (the "Air Permit") as well as all inventories other authorizations, certificates and permits set forth in Schedule 1.1(a)(vi) to this Agreement; (vii) subject to Section 1.1(b) hereof, the benefit of food all unfilled or outstanding purchase orders, gas transportation agreements, other commitments, contracts and beverage engagements to which the Seller is entitled on the Effective Date and that relate to the Business (collectively, the "Entitlements") together with such additional Entitlements which came into effect from the Effective Date through the Closing Date; (viii) all prepaid expenses and deposits made by the Seller relating to the Business as set forth on Schedule 1.4(b); (ix) the Contracts and Other Agreements as set forth on Schedule 1.1(a)(ix); and (x) any goodwill associated with the Business. (b) The Sellers shall use best efforts promptly to obtain such consents of third parties as are necessary for the assignment of the Transferred Assets. To the extent that any of the Transferred Assets are not assignable by the terms thereof or consents to the assignment thereof cannot be obtained as provided herein, the Transferred Assets shall be held by the Seller in opened containers trust for the Buyer and shall be performed by the Buyer in the name of the Seller and all in-use or stock benefits and obligations derived thereunder shall be for the account of linensthe Buyer; provided, chinahowever, glasswarethat where entitlement of the Buyer to such Transferred Assets hereunder is not recognized by any third party, silverthe Seller shall, uniformsat the request of the Buyer, towelsenforce in a reasonable manner as directed by the Buyer, paper goodsat the cost of and for the account of the Buyer, stationery, soaps, cleaning supplies any and all rights of the Seller against such third party. (c) Schedule 1.1(c) identifies the location of all of the scheduled Transferred Assets and the like locations in which Transferred Assets that are not scheduled are located. The Seller shall for a reasonable period following the Closing Date provide the Buyer with respect access to all locations in which the Hotel on hand Transferred Assets may be located so as to permit the Buyer to take physical possession of such Transferred Assets. By a date which is at least two business days prior to the Closing Date, but specifically excluding (x) any and all tangible the Sellers shall have notified each person that may have possession of the Transferred Assets at the Closing Date, whether by consignment or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupantsotherwise, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (ii) such Transferred Assets to the extent assignable Buyer and shall cause such Person to transfer possession of such Transferred Assets to the Buyer at no cost Closing or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7as soon as practicable thereafter.

Transferred Assets. Subject to On the terms and subject to the conditions set forth in this Agreement and subject to the exclusions set forth in Section 1.1(b), at the Closing, Sellers shall sell, transfer, convey, assign and deliver to Buyer (or its designee, which Buyer shall specify in the ▇▇▇▇ of this AgreementSale(s) or Trademark Assignment Agreement(s), as of the Closing Date, Hersha Owner agrees to transfer to Owner JV, free and clear of liens and encumbrances other than the Permitted Exceptionsapplicable), and Owner JV agrees to receive Buyer (or its designee) shall purchase, acquire and take assignment and delivery from Hersha OwnerSellers, all of Sellers’ rights, title and interest in, to and under (i) the following items Sellers-Owned Intellectual Property, whether or not used in or held for use in the Business, and (ii) all other assets, properties and rights (contractual or otherwise) owned by Sellers and relating to, used in or held for use in connection with the Business, including supporting the performance of the AT&T Contract, excluding only the Excluded Assets (collectively, the “PropertyTransferred Assets”): (a) ). Without limiting the foregoing, the Transferred Assets shall include all of Hersha Owner’s Sellers’ right, title and interest in in, to and to under the land described on Exhibit A hereto with all rights, privileges and easements appurtenant thereto (collectively, the “Real Property”); (b) all of Hersha Owner’s right, title, and interest in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal Property”):following: (i) items all accounts receivable of Sellers derived from the operations of or otherwise related to the Business; (ii) all tangible personal property consisting of every kind, including inventory (including each Seller’s rights with respect to all furnitureinventory or other assets held on consignment, fixturesincluding the right to possession thereof), supplies, equipment, machineryfurniture (including couches, tables, chairs, storage equipment, rolling racks and other similar items), computers, tablets, telephones (including iPhones and other cellular devices), electronic and networking hardware (including servers, routers and switches), televisions and other audio/video equipment, appliances, office and warehouse equipment and apparatuses, machinery and any other tangible personal property located at the Hotel or in (and owned improvements and additions related thereto) any Leased Real Property or leased by Hersha Lessee, including, without limitationvehicle (“Tangible Personal Property”) and any warranty or claims associated therewith; (iii) subject to Section 1.2, all inventories Contracts and Leases of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel Sellers set forth on hand as Section 1.1(a)(iii) of the Closing Date, but specifically excluding Disclosure Schedule (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (the “FranchisorAssumed Contracts”), or Hotel Manager or any which Section 1.1(a)(iii) of the Disclosure Schedule may be updated by Buyer pursuant to Section 1.2, and all rights and interests of Sellers (but not their respective affiliates as described on Schedule 1.3(cobligations) heretoin, to and under any confidentiality, non-solicitation, non-competition or invention assignment agreements (but not employment agreements) signed by former or current employees of any Seller and other parties in favor of any Seller or its predecessors; (iv) all Permits transferable to Buyer pursuant to their terms and in accordance with applicable Laws; (v) all Intellectual Property owned by any Seller and all other Intellectual Property used or held for use in the Business, including (i) the name “Enjoy” and all related names and derivations, and all trademarks, service marks, tradenames and other Intellectual Property rights associated therewith, (yii) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and Domain Names (z) any and all cash-on-hand, FF&E reserves, and including ▇▇▇.▇▇▇▇▇.▇▇▇ cash funds; and and any other domain names owned, used or held for use by any Seller or otherwise associated with the Business), (iii) websites and web pages, and all content thereof or associated therewith, including located at or under the Domain Names described in the foregoing clause (ii) to (collectively, the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel “Websites”) (and not in connection with any other hotel or property), including, without limitation, (1A) utility web pages, support files and development related information and data associated with the Websites; (B) any and all Software, text, graphics, HTML or similar code, applets, scripts, programs, databases, source code, object code, templates, forms, image maps, documentation, audio files, video files, log files or customer data; (C) all content that has appeared in any past or present editions of the Websites, whether archived on the Websites or otherwise; (D) all e-mail databases, and (E) the operation, concepts, look and feel of the Websites, the foregoing Website materials and business ideas associated with the Business), (iv) all Software and other information technology, including Sellers-Owned Software; (v) e-mail addresses, telephone, fax and pager numbers owned, used or held for use by any Seller or otherwise in connection with the Business, (vi) all training, marketing and other client or customer-facing material prepared by, for or in connection with the Business, (vii) all Registered Intellectual Property; and (viii) all Licensed Intellectual Property used in, held for use or related to the Business and all documentary evidence thereof (including records, files, computer tapes or disks, or other media on or in which the same may be evidenced or documented); (vi) all books and records relating to the Transferred Assets or the Business, including customer or client lists, historical customer data, files, documentation and other records and such records required to be maintained pursuant to the AT&T Contract (including Section 4.9 thereof); provided, however, that Sellers shall have the right to reasonable access to such books and records acquired by Buyer in order to administer their bankruptcy estates; (vii) all claims, indemnities, warranties, guarantees, refunds, causes of action, rights of recovery, rights of setoff and 7rights of recoupment of every kind and nature (whether or not known or unknown or contingent or non-contingent) related to the Transferred Assets or the Business (other than those constituting the Excluded Assets) and all rights to enforce, in the name and on behalf of itself and each Seller and its predecessors, and interests of Sellers in, the provisions of any Contract not constituting an Assumed Contract, which is signed by a former or current employee of any Seller or other parties in favor of any Seller or its predecessors, protecting the confidential or proprietary information of any Seller or its predecessors, prohibiting or restricting any solicitation or interference with any employee, customer or other business relation of, or any activities that are competitive with, any Seller or its predecessors or the Business, or otherwise providing for the assignment of Intellectual Property created at the direction of or used or held for use in connection with the Business (or similar protective covenants with respect to any such Intellectual Property), and all rights in favor of any Seller or its predecessors under any other Contracts related to the Business as it relates to the Transferred Assets; (viii) all deposits and prepayments held by third parties pursuant to any Assumed Contract; (ix) all Sellers’ rights to telephone number(s), email addresses and websites used by Sellers in connection with the Business; (x) all rights of Sellers to receive insurance proceeds to the extent that such proceeds are paid after Closing to reimburse Sellers for damages or losses which occurred on or before the Closing Date to any Transferred Assets; (xi) the bank accounts of Sellers listed on Section 1.1(a)(xi) of the Disclosure Schedule (the “Transferred Bank Accounts”) (which Section 1.1(a)(xi) of the Disclosure Schedule may be updated by Buyer prior to Closing in its sole and absolute discretion), but expressly excluding any cash in the Transferred Bank Accounts and any Closing Cash Consideration except to the extent necessary to cover checks issued by Sellers prior to the Closing and any other payments in process that have not yet cleared as of the Closing Date; (xii) except as provided in Section 1.1(b), all claims and actions of Sellers arising under Sections 544, 547, 548, 549 and 550 of the Bankruptcy Code (“Avoidance Claims”); and (xiii) other than any Excluded Assets, all other assets, properties or rights of every kind and description of Sellers, wherever located, whether real, personal or mixed, tangible or intangible, including all goodwill of Sellers as a going concern and all other intangible property of Sellers, in each case, relating to, used in or held for use in connection with the Business, including supporting the performance of the AT&T Contract. In accordance with Section 1.2(b), Buyer may, in its sole discretion and by written notice to Sellers, designate any of the Transferred Assets as additional Excluded Assets, which notice shall set forth in reasonable detail the Transferred Assets so designated. Buyer acknowledges and agrees that there shall be no reduction in the Purchase Price if it elects to designate any Transferred Assets as Excluded Assets pursuant to the operation of this paragraph. Notwithstanding any other provision hereof to the contrary, the Liabilities of Sellers under or related to any Transferred Asset designated as an Excluded Asset pursuant to this paragraph will constitute Excluded Liabilities.

Transferred Assets. Subject to the terms and conditions set forth herein, at the Closing (as defined in SECTION 2.3), Sellers shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase, assume and acquire from Sellers, all of this Agreementthe assets, properties and rights of Sellers of every kind, character and description used or useful in the conduct of the Business, whether tangible or intangible and wherever located, as of the Closing DateDate (as defined in SECTION 2.3) (collectively referred to herein as the "Transferred Assets"), Hersha Owner agrees to transfer to Owner JVincluding, free and clear of liens and encumbrances other than the Permitted Exceptionswithout limitation, and Owner JV agrees to receive from Hersha Owner, all of the following items Transferred Assets (collectively, of which each item is described in detail in the “Property”"Transferred Assets Schedule" attached hereto as SCHEDULE 1.1): (a) all All land, buildings, structures, fixtures and leasehold and other improvements (including the Real Property); (b) All machinery, equipment, vehicles, tooling, molds, cranes, tables, spare parts and tools; (c) All office supplies and equipment, computers, maintenance supplies and other similar items; (d) All inventories; (e) All accounts and notes receivable; (f) All prepaid expenses; (g) All cash; (h) All of Hersha Owner’s Broadview's right, title and interest in and to the land described those contracts and agreements (including proprietary agreements with suppliers) set forth on Exhibit A hereto with SCHEDULE 1.1(h), and all rights, privileges and easements appurtenant thereto (collectively, the “Real Property”); (b) all of Hersha Owner’s right, title, title and interest in and to all buildingspurchase or sales orders, improvementsquotes or commitments related to the Transferred Assets or the Business, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”)whether written or oral; (ci) Copies of all of Hersha Owner’s Sellers' books, records, accounts, correspondence, production records, employment, payroll, personnel and workers' compensation records, environmental control records and any other documents relating to the Transferred Assets or the Business; (j) All of Broadview's rights under any and all express or implied warranties from Broadview's suppliers with respect to the Transferred Assets, to the extent such warranties are transferable by Broadview; (k) All of Broadview's right, title, title and interest in and to patents, trademarks, service marks, trade names and all variants thereof, copyrights, inventions, customer lists, trade secrets (including processes and software programs), registrations and applications therefor and works in progress, and past, present and future causes of action and remedies therefor, including those set forth on SCHEDULE 3.11; (l) All of Broadview's right, title and interest in computer programs to the extent assignable, and other intangibles owned or used by Broadview relating to the Transferred Assets or the Business and all of the following (collectively, the “Personal Property”):related goodwill; (im) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect All claims as to the Hotel on hand as of the Closing Date, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash fundswhich Broadview is a judgment creditor; and (iin) To the extent assignable, all of Sellers' licenses, permits and governmental authorizations relating to the extent assignable at no cost Transferred Assets or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7Business.

Transferred Assets. Subject to and upon the terms and conditions of set forth in this Agreement, as of the Closing DateEffective Time, Hersha Owner agrees Seller shall sell, assign, transfer, convey and deliver to transfer to Owner JV, free and clear of liens and encumbrances other than the Permitted ExceptionsBuyer, and Owner JV agrees to receive Buyer shall purchase and acquire from Hersha OwnerSeller, all of the following items (collectively, the “Property”): (a) all of Hersha Owner’s right, title and interest in and to the land described on Exhibit A hereto with all rightsproperties, privileges assets, Contracts and easements appurtenant thereto rights of Seller used or held for use in the Business, other than the Excluded Assets (collectively, the “Real Property”"TRANSFERRED ASSETS"), free and clear of all Liens (other than Permitted Encumbrances and the Assumed Liabilities). The Transferred Assets include, without limitation, the following: (a) all tangible personal property used or held for use in the Business, including, without limitation, all of the Fixed Assets listed on SCHEDULE 2.1(a); (b) all accounts receivable (other than Intercompany Receivables) arising out of Hersha Owner’s rightthe operation or conduct of the Business, titlewhether billed or unbilled, and interest including, without limitation, that certain note receivable owing to Seller from Exclusive North in and to all buildings, improvements, and other items the amount of real estate located $141,756 as reflected on the Real Property Reference Balance Sheet (collectively, the “Improvements,” and together with the Real Property, the “Premises”"NOTE RECEIVABLE"); (c) all rights of Hersha Owner’s rightSeller with respect to the Transferred Intellectual Property; (d) subject to Section 3.7, titleall rights of Seller under the Contracts to which Seller is a party or by which Seller is bound that are listed on SCHEDULE 4.13, and interest all other Contracts to which Seller is a party or by which Seller is bound that are used or held for use or that arise out of, the operation or conduct of the Business (the "ASSUMED CONTRACTS"), but specifically excluding the Excluded Contracts; (e) all inventories of raw materials, finished products, work in process, goods, and office and other supplies located at the Transferred Facilities or in transit to or from the Transferred Facilities or those in possession of third parties used or held for use in connection with the Business; (f) all prepaid expenses and security deposits that relate to the Business, the Assumed Contracts or the Transferred Facilities, other than those prepaid expenses and security deposits set forth in Section 2.2(q); (g) all of the following Books and Records; (collectivelyh) subject to Section 3.7, all Consents and Permits that are used or held for use in the “Personal Property”):operation or conduct of the Business; (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or leased by Hersha Lessee, including, without limitationsubject to Section 3.7, all inventories of food and beverage in opened containers and all in-use rights under express or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like implied warranties from or rights against Seller's suppliers with respect to the Hotel Transferred Assets or the Assumed Contracts; (j) all rights to causes of action, lawsuits, claims and demands of any nature available to Seller with respect to the Transferred Assets, the Assumed Liabilities or to the Business, other than (i) avoidance actions under the Bankruptcy Code and (ii) causes of action, lawsuits, claims and demands referred to in Sections 2.2(d), 2.2(e), 2.2(f) and 2.2(j); (k) subject to Section 3.7, all guarantees, warranties, indemnities, bonds, letters of credit and similar arrangements that run in favor of Seller in connection with the Transferred Assets; (l) all of Seller's rights and interests under all outstanding purchase orders entered into by Seller for the purchase of goods or services used or held for use in connection with the Business; (m) subject to Section 3.7, all other or additional privileges, rights, interests, properties and assets of Seller of every kind and description and wherever located, including without limitation the real estate leases listed on hand as of the Closing DateSCHEDULE 2.1(m), but specifically excluding (x) any and all tangible that are used or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guestsheld for use in connection with, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only that are necessary to the extent that any applicable law prohibits continued conduct of, the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash fundsBusiness as conducted since the Filing Date; and (iin) to the extent assignable at no cost all goodwill generated by or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection associated with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7Business.

Transferred Assets. (a) Subject to the terms and conditions of this Agreement, as Agreement and in consideration of the Closing Dateobligations of the Buyer as provided herein, Hersha Owner agrees and except for the Excluded Assets as provided in Section 1.02 hereof, at the Closing, the Seller shall sell, assign, transfer, grant, bargain, deliver and convey to transfer to Owner JVthe Buyer, free and clear of liens and encumbrances all Liens, other than the Permitted Exceptions, and Owner JV agrees to receive from Hersha OwnerLiens, all of the following items (collectively, the “Property”): (a) all of Hersha OwnerSeller’s right, title and interest in, to and under the Business, as a going concern, and all assets owned or leased and used by the Seller in connection with or arising out of the Business of every type and description, real or personal, tangible and intangible, wherever located and whether or not reflected on the books and records of the Seller (hereinafter sometimes collectively referred to as the “Transferred Assets”), including, but not limited to: (i) all tangible personal property, including but not limited to the land described on Exhibit A hereto with Equipment and vehicles set forth in Schedule 1.01(a)(i) to the Disclosure Schedule; (ii) all rightsInventories, privileges including the Inventories set forth in Schedule 1.01(a)(ii) to the Disclosure Schedule; (iii) all accounts receivable and easements appurtenant thereto other rights to payment from customers of Seller, including the accounts receivable set forth in Schedule 1.01(a)(iii) to the Disclosure Schedule (collectively, the “Real PropertyAccounts Receivable”); (biv) the Proprietary Information, including but not limited to the name “D&F Distributors” or any derivatives thereof, and the names of the customers and suppliers of the Business; (v) to the extent assignable, all Contracts and Other Agreements, including but not limited to (A) all rights of Hersha Owner’s rightSeller under non-disclosure or confidentiality agreements, titlenon-compete or non-solicitation agreements with former employees, Transferred Employees and interest in agents of Seller or with third Persons to the extent relating to the Business or the Transferred Assets and (B) all rights of Seller under or pursuant to all buildingswarranties, improvementsrepresentations and guarantees made by suppliers, manufacturers and contractors to the extent relating to products sold and services provided to Seller or to the extent affecting any Transferred Assets or the Business (but specifically excluding warranties, representations and guaranties specifically and solely relating to any Excluded Assets or Retained Liabilities); (vi) cash and cash equivalents; (vii) to the extent assignable, all prepaid expenses, deposits and similar assets of Seller, including but not limited to customer deposits, security for rent, electricity, telephone or other utilities and prepaid charges and expenses including prepaid rent and any prepaid items shown on Seller’s August 31, 2010 Financial Statements relating to the Transferred Assets and the Business subject to adjustment due to the passage of real estate located on time; (viii) all documents that are related to the Real Property Business, including but not limited to documents relating to products, services, marketing, advertising, promotional materials, Proprietary Information, personnel files of the Transferred Employees and all files, customer files and related documents (collectivelyincluding credit information), supplier lists, records, literature and correspondence, to the extent permitted by law to be assigned and transferred (“Improvements,” Documents and together with the Real Property, the “PremisesOther Papers”); (cix) to the extent assignable, all of Hersha Owner’s rightpermits, titleincluding but not limited to environmental permits used by Seller in the Business and all permits necessary to conduct the Business as currently conducted, and interest in and to all of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machineryrights, and other tangible personal property located at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories incidents of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel on hand as of the Closing Date, but specifically excluding interests therein (“Permits”); (x) all supplies and computer equipment owned by Seller and used or held for use in connection with the Transferred Assets and the Business; (xi) to the extent not used to repair or replace any Transferred Assets, all rights to third-party property and casualty insurance proceeds to the extent receivable in respect of property or assets that would otherwise be Transferred Assets; and (xii) all tangible or other intangible personal property and/or trade fixtures owned or leased by tenants and/or occupantsassets of Seller, concessionairesif any, licensees, guestsassociated with the Transferred Assets and the Business. (b) The Seller shall use its reasonable efforts to obtain, or employees as the case may be assist the Buyer in obtaining, such consents of Holiday Hospitality Franchisingthird parties as are necessary for the assignment of the Transferred Assets; provided, Inc. (“Franchisor”)however, or Hotel Manager or that Seller shall not be required to pay any amounts in respect of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to obtaining such consents. To the extent that any applicable law prohibits of the Transferred Assets are not assignable or consents to the assignment thereof cannot be obtained as herein provided, such Transferred Assets shall be held by the Seller in trust for the Buyer and any obligations with respect thereto shall be performed by the Buyer in the name of the Seller and all benefits and obligations derived thereunder shall be for the action of the Buyer. The Seller shall, at the request of the Buyer, enforce in a reasonable manner, at the cost of and for the account of the Buyer, any and all rights of the Seller against such third party relating to any such Transferred Assets. Seller shall promptly pay over to the Buyer all money or other consideration received by it in respect of such entitlement. (c) The Seller shall also notify each Person which may have possession of the Transferred Assets on the Closing Date of the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (ii) such Transferred Assets to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7Buyer.

Transferred Assets. Subject to the terms and conditions of this Agreement, as of the Closing Date, Hersha Owner agrees to transfer to Owner JV, free and clear of liens and encumbrances other than the Permitted Exceptions, and Owner JV agrees to receive from Hersha Owner, all of the following items (collectively, the “Property”): (a) all of Hersha Owner’s right, title and interest in and to the land described on Exhibit A hereto with all rights, privileges and easements appurtenant thereto (collectively, the “Real Property”); (b) all of Hersha Owner’s right, title, and interest in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel on hand as of the Closing Date, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. Hampton Inns Franchise LLC (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (ii) to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7privileges, (2) trade names (other than the names “Hersha” or any derivative thereof or “Hampton Inn” and “Hampton Inn Times Square”, trademarks and logos (except to the extent owned or held by Franchisor), names of hotel restaurants and other food and beverage outlets, technology and technical information, warranties, plans, drawings and general intangibles pertaining to the Real Property and the Personal Property related to the Hotel (e.g., phone numbers, internet addresses and domain names), (3) the share of the final night’s room revenue for the Hotel of registered guests (who have not checked out and who were occupying rooms as of the Adjustment Point, as defined herein), including any sales taxes, room taxes or other taxes thereon (the “Rooms Ledger”) determined pursuant to Article 3, (4) [reserved], (5) reservations and agreements made or entered into prior to Closing for rooms or other facilities at the Hotel to be utilized on or after the Closing Date, or for catering services or other hotel services to be provided on or after the Closing Date at or by the Hotel (the “Advance Bookings”), and (6) all licenses, permits, concessions and approvals required by any Governmental Authority, as defined herein, or otherwise appropriate with respect to the construction, ownership, operation, leasing, maintenance, or use of the Property or any part thereof (the “Authorizations”), but specifically excluding any and all liquor licenses and permits or rights relating to the sale of liquor at the Hotel (but subject to Section 1.5), any proprietary information concerning Hersha Owner, Hotel Manager or any of their respective affiliates or their properties or other assets (e.g., sales training manuals and interfacing software), and any software licenses for business center computers; and (d) all of Hersha Owner’s right, title, and interest in all written service, supply, trash removal, maintenance, construction, capital improvement and other similar contracts (including any agreements pertaining to facilities not located at the Property, but which are required and presently used for the operation of the Property) in effect with respect to the Property related to the construction, operation, or maintenance of the Property (collectively, the “Contracts”) (but excluding (i) those contracts that Owner JV timely “rejects” pursuant to, and to the extent permitted under, Section 5.1 and (ii) those national contracts, applicable to multiple 8 hotels, which are identified on Schedule 1.3(d) hereto), in each case, (x) to the extent assignable or transferable at no cost or expense to Hersha Owner, and, if consent is required, to the extent such consent is obtained, (y) to the extent Hersha Owner has not terminated such Contract as provided in Section 5.1(h), and (z) specifically excluding any management agreements, hotel franchise agreements, trademark agreements, and any and all contracts or rights relating to the sale of liquor at the Hotel (but subject to Section 1.5). (a) Hersha Owner’s cash in bank accounts and invested with financial or other institutions, (b) any and all accounts receivable other than the above-described share of the Rooms Ledger (collectively, the “Excluded Receivables”), (c) any credit card merchant numbers of Hersha Owner, (d) any insurance policies related to the Property including, without limitation, general liability, operational liability, business interruption, fire and casualty policies, and all proceeds and claims thereunder, (e) any asset management services provided for the benefit of Hersha Owner or the Property by any affiliate of Hersha Owner, (f) any refunds (including, without limitation, refunds of real estate taxes) attributable to the period prior to the Closing Date, (g) the items described in subsection (x), (y), and (z) of Section 1.3(c)(i), (h) the name “Hersha” or any derivative thereof and the names “Hampton Inn” and “Hampton Inn Times Square” and all items containing such name,] (i) the contracts listed on Schedule 1.3(d) hereto, (j) books and records relating to period of time prior to the Closing Date, including any confidential personnel records of the employees of the Property (e.g., evaluations, write-ups and other subjective materials, medical records, etc.), (k) the Operating Lease, and (l) any other item expressly excluded from the transactions contemplated herein as provided in this Agreement.

Transferred Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, as of the Seller shall sell, transfer, convey, assign and deliver to the Buyer, and the Buyer shall purchase, acquire and accept from the Seller, on the Closing Date, Hersha Owner agrees all of the right, title and interest of the Seller in and to transfer to Owner JVall of the properties, assets and rights used or useful in connection with the Business, other than the Excluded Assets (as defined below), as the same shall exist on the Closing Date (collectively, the "Transferred Assets"), ------------------ free and clear of liens and encumbrances other than the Permitted Exceptionsall liens, and Owner JV agrees to receive from Hersha Ownerincluding, all of the following items (collectivelywithout limitation, the “Property”):following: (a) all Hospital Contracts, including those listed on Schedule 2.1(a) --------------- (such listed Hospital Contracts are referred to as the "Current Contracts"); ----------------- (b) all machinery, equipment (including cameras and camera units computer equipment and office equipment), inventories, raw materials, supplies, spare parts and other items of Hersha Owner’s personal property of the Seller utilized in connection with the Business; (c) all motor vehicles owned or leased by the Seller utilized in the Business; (d) all cash and cash equivalents of Seller; (e) all accounts receivable of the Seller or relating to products sold or services rendered in connection with the Business, whether or not invoices relating thereto have been issued; (f) all right, title and interest in and to all leases, contracts, licenses, purchase orders, sales orders, commitments and other similar agreements of the land described Seller relating to the Business to the extent that they are listed on Exhibit A hereto Schedule 3.1; ------------ (g) all prepaid expenses (excluding amounts due from Parent), advances and deposits of the Seller relating to the Business; (h) all causes of action, demands, judgments, claims (including insurance claims), indemnity rights or other rights of the Seller relating to the Transferred Assets or the Business or arising under express or implied warranties from suppliers with respect to the Transferred Assets; (i) all rightsProprietary Rights of the Seller utilized in connection with the Business, privileges including, but not limited to, the Proprietary Rights set forth on Schedule 6.12 but excluding those set forth on Schedule 2.2(b); all income, ------------- --------------- royalties, damages and easements appurtenant payments due at Closing or thereafter and all other rights with respect thereto (collectivelyincluding rights to damages and payments for past, present or future infringements or misappropriations thereof) in all countries, in each case with respect to any of the “Real Property”Proprietary Rights transferred pursuant to this Section 2.1(i); (bj) all of Hersha Owner’s right, titlerights under confidentiality and non-compete agreements, and interest all similar rights arising under common law or by statute, to the extent assignable as contemplated in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”)Section 13.5; (ck) all of Hersha Owner’s franchises, consents, licenses, marketing rights, permits, authorizations, approvals and other operating authorities issued by any Governmental Agency to the Seller relating to the Business; (l) all right, titletitle and interest of the Seller relating to the Business as a going concern, including its goodwill (if any) and all other intangible assets associated therewith; (m) the originals or copies of all books and records of the Seller relating to the Business, including correspondence, employment records, production records, accounting records, property records, mailing lists, customer and vendor lists, Proprietary Rights prosecution files, and interest in regulatory files (including master files); and (n) all other assets and to all properties of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect Seller relating to the Hotel Business which exist on hand as of the Closing Date, but specifically excluding (x) any and all whether tangible or intangible personal property and/or trade fixtures owned intangible, real or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (ii) to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7personal.

Transferred Assets. Subject to (a) As of the Effective Time and upon the terms and conditions of this Agreementset forth herein, as of the Closing DateSeller will sell, Hersha Owner agrees assign, transfer, convey and deliver to transfer to Owner JV, free and clear of liens and encumbrances other than the Permitted ExceptionsPurchaser, and Owner JV agrees to receive Purchaser will purchase from Hersha OwnerSeller, all of the rights, title and interest of Seller in the following items assets, only to the extent such assets are transferred to Seller under the Primary P&A Agreement and subject to all liabilities for indebtedness collateralized by “Liens” (as defined in the Primary P&A Agreement) affecting such assets (if any) to the extent provided in Section 2.1 of the Primary P&A Agreement (collectively, the “PropertyTransferred Assets”): (a1) the rights set out in Section 7.7 of this Agreement with respect to those operating contracts under which goods or services are provided at the Transferred Branches, but excluding (A) all of Hersha Owner’s right, title and interest in and contracts that do not apply solely to the land described on Exhibit A hereto with Transferred Branches but also apply to other branches or operations of the Failed Bank, and (B) all rightsdata processing contracts, privileges and easements appurtenant thereto regardless of scope (collectivelysubject, in each case, to such exclusions, the “Real PropertyAssignable Contracts”); (b2) all of Hersha Owner’s rightsafe deposit contracts and leases for the safe deposit boxes located at the Transferred Branches (the “Safe Deposit Contracts”), title, and interest in and to if any; (3) all buildings, improvements, securities and other items held at the Transferred Branches in safekeeping for customers of real estate located on the Real Property Failed Bank (collectively, the “Improvements,” and together with the Real Property, the “PremisesSafekeeping Assets”), if any; (c4) the loans set forth below: (A) all overdrafts of Hersha Owner’s right, title, and interest in and customers (including but not limited to all overdrafts made pursuant to an overdraft protection plan or similar extension of the following (collectively, the “Personal Property”): (icredit) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel on hand as of the Closing Date, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (ii) to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of Transferred Deposits (the Hotel (and not in connection with any other hotel or property“Overdraft Loans”), including, without limitation, (1) utility and development rights and 7;

Transferred Assets. Subject (a) The Seller Parties have good, valid and marketable title to, or have other legal rights to the terms possess and conditions of this Agreementuse, as all of the Closing Date, Hersha Owner agrees to transfer to Owner JVTransferred Assets, free and clear of liens and encumbrances all Encumbrances (including Encumbrances resulting from any indebtedness of any Seller Party), other than the Permitted Exceptions, and Owner JV agrees to receive from Hersha Owner, all of the following items (collectively. This Agreement, the “Property”): (a) all Ancillary Agreements and the instruments and documents to be delivered by the Seller Parties to the Buyer Parties at or following the Closing shall be adequate and sufficient to transfer to the Buyer or one of Hersha Owner’s its Affiliates the Seller Parties’ entire right, title and interest in and to the land described on Exhibit A hereto with all rightsTransferred Assets, privileges and easements appurtenant thereto (collectively, the “Real Property”);subject to Section 2.5. (b) all The transfer to the Buyer Parties of Hersha Owner’s rightthe Transferred Assets pursuant to this Agreement, title, and interest in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Buyer’s rights under this Agreement and the Ancillary Agreements, comprise the assets (tangible and intangible, excluding Intellectual Property) required to operate the Business as currently conducted and are sufficient for the continued conduct of the Business immediately after the Closing in substantially the same manner in all material respects as such operations are being conducted by the Seller Parties immediately preceding the date of this Agreement, except that (i) the Seller Parties will not be assigning to the Buyer Parties the agreements listed on Schedule 3.4(b) of the Disclosure Schedules with customers, manufacturers, distributors, vendors, contractors or suppliers or equipment lessors of the Business, and the Buyer Parties will have to secure its own agreements with such parties; (ii) the Seller Parties are not transferring all real property currently used by the Business and the Buyer Parties will have to secure their own real property; (iii) except as otherwise set forth in the Transition Services Agreement, the “Premises”Business will no longer have the benefit of any of the Seller Group’s (a) shared resources including manufacturing, operations (including product test engineering, package design, product engineering and supply chain management);, central engineering, sales operations, finance, human resources, IT, facilities, legal services or legal personnel, except to the extent included as a Business Employee or (b) insurance policies, and (iv) the Seller Parties will not provide any access to any employee benefit plans of the Seller Group to any Business Employee after the Closing Date. (c) all Except for the Excluded Intellectual Property identified on Schedule 3.4(c) of Hersha Owner’s rightthe Disclosure Schedules, titlethe Transferred Intellectual Property, together with the Licensed Intellectual Property, the third-party Intellectual Property in-licensed under the Assumed Contracts, and interest in and the services provided to the Buyer Parties pursuant to the Transition Services Agreement, constitutes all of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and material Intellectual Property owned or leased used by Hersha LesseeSeller to develop, including, without limitation, all inventories of food have manufactured and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and commercialize the like with respect to the Hotel on hand Transferred Products as of the Closing Date. For the avoidance of doubt, but specifically excluding (xthis Section 3.4(c) is not intended to be a representation as to infringement or non-infringement of any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (ii) to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7third party Intellectual Property.

Transferred Assets. Subject (a) As of the Effective Time, and subject to the terms and conditions of this Agreementset forth herein, as of the Closing DateSeller will sell, Hersha Owner agrees to transfer to Owner JVassign, free and clear of liens and encumbrances other than the Permitted Exceptionstransfer, convey, and Owner JV agrees deliver to receive Purchaser, and Purchaser will purchase from Hersha OwnerSeller any and all right, all title and interest of Seller in and to the following items assets attributable to the Huntington Branches, except as otherwise excluded from sale pursuant to the provisions of Section 2.1(b) below (collectively, the “Property”"Transferred Assets"): (a1) subject to Sections 2.8 and 2.9 hereof, all of Hersha Owner’s Seller's transferable fee simple right, title and interest in and to the land real estate and the related improvements and fixtures including automated teller machines ("ATMs") located at the Huntington Branches described on Exhibit A hereto Schedule 2.1(a)(1) hereto, together with all rights, privileges assignable real property rights and easements appurtenant appurtenances pertaining thereto (collectively, the “"Real Property”"); (b) all ; provided, however, that at the election of Hersha Owner’s rightthe Seller prior to the Effective Time, title, and interest in and the Seller shall be entitled to all buildings, improvements, and other items of real estate located on the exclude any Real Property (collectively, from the “Improvementsdefinition of "Transferred Assets,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located " so long as at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel on hand as of the Closing Date, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and Effective ▇▇▇▇ ▇▇▇▇▇▇ cash fundsagrees to lease to Purchaser such Real Property so excluded on commercially reasonable terms based on the Fair Market Values of such properties as set forth on Schedule 2.2(f); provided, further, that if Seller shall lease any Real Property to Purchaser, such lease terms shall include for the benefit of the Purchaser or any successor or assignee of the Purchaser operating the banking business at such facility, an initial lease term of five years and a perpetual right of renewal of such lease not later than twenty-four months prior to any lease term expiration date, rights of assignment and sublet of such lease without Seller's consent, and a first option to purchase such Real Property at the then current fair market values of such Real Property as calculated at the time of the exercise of the option; (2) Any leases or subleases of space in any Huntington Branches under which Huntington or Seller (or one of their Affiliates) are the lessors or sublessors, as identified in Schedule 2.1(a)(2)(i) (collectively, the "Tenant Leases"), and the lease relating to the ATM located at the Huntington Branch as described in Schedule 2.1(a)(2)(ii); (3) all software licenses relating to the Huntington Branches and listed on Schedule 2.1(a)(3), to the extent that Purchaser elects prior to the Effective Time by written notice to Seller to include such software licenses in the Transferred Assets (the "Software Licenses"); (4) all Personal Property and all Personal Property Leases, a complete and accurate list of which leases are listed on Schedule 2.1(a)(4); (5) all Safe Deposit Contracts with two keys to each unrented safe deposit box located at the Huntington Branches; (6) all Loans (a complete and accurate list of which, as of the dates set forth on Schedule 2.1(a)(6), is set forth on such Schedule), including the collateral therefor and (except to the extent set forth in Section 2.1(b)) the servicing rights under the Loans for which Huntington has retained servicing rights; (7) all Overdrafts; (8) all Assumed Contracts; (9) all routing and transit numbers with respect to the Huntington Branches; and (ii10) to all Coins and Currency. (b) The following items shall be excluded from the extent assignable at no cost or expense to Hersha OwnerTransferred Assets (collectively, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, "Excluded Assets"): (1) utility the proprietary merchandising equipment and development other assets listed on Schedule 2.1(b) hereto; (2) Seller's rights in and 7to the names "STI", "SunTrust", "SunTrust Bank", any of its predecessor banks' names, and any of Seller's or Seller's predecessors' corporate logos, trademarks, trade names, signs, paper stock forms, and other supplies containing any such logos, trademarks, or trade names;

Transferred Assets. (a) Subject to the terms and conditions of this Agreement, as Agreement and in consideration of the Closing Dateobligations of the Buyer as provided herein, Hersha Owner agrees and except as otherwise provided in SECTION 1.2 hereof, at the Closing, the Seller shall sell, assign, transfer, grant, bargain, deliver and convey, and Weatherford shall cause to transfer be sold, assigned, transferred, granted, bargained, delivered and conveyed, to Owner JVthe Buyer, free and clear of liens and encumbrances all Liens (other than the Permitted Exceptions, and Owner JV agrees to receive from Hersha Owner, all of the following items (collectivelyLiens), the “Property”): (a) all of Hersha Owner’s Seller's and the Affiliated Companies' entire right, title and interest in, to and under the Business, as a going concern, and all assets owned or used by the Seller or any of the Affiliated Companies in connection with or arising out of the Business of every type and description, tangible and intangible, wherever located and whether or not reflected on the books and records of the Seller (all of such assets, properties, rights and business being hereinafter sometimes collectively referred to as the "Transferred Assets"), including, but not limited to, (i) the Equipment, including the Equipment set forth in SECTION 1.1(A)(I) of the Disclosure Schedule; (ii) all Inventories, including the Inventories set forth in SECTION 1.1(A)(II) of the Disclosure Schedule; (iii) all accounts and notes receivable relating to the land described on Exhibit A hereto with Business (the "Accounts Receivable"), including the Accounts Receivable set forth in SECTION 1.1(A)(III) of the Disclosure Schedule; (iv) all rightsReal Property, privileges and easements appurtenant thereto including the Real Property set forth in SECTION 1.1(A)(IV) of the Disclosure Schedule; (collectivelyv) the Leasehold Interests, including the Leasehold Interests set forth in SECTION 1.1(A)(V) of the Disclosure Schedule; (vi) all Proprietary Information, including the Proprietary Information set forth in SECTION 1.1(A)(VI) of the Disclosure Schedule; (vii) subject to SECTION 1.1(B) hereof, the “Real Property”benefit of all unfilled or outstanding purchase orders, sales contracts, other commitments and contracts to which the Seller is entitled on the Closing Date and that relate to the Business (the "Entitlements"); (viii) all prepaid expenses and deposits made by the Seller relating to the Business; and (ix) any goodwill associated with the Business. (b) all The Seller shall use its best efforts to obtain such consents of Hersha Owner’s right, title, and interest in and third parties as are necessary for the assignment of the Transferred Assets. To the extent that any of the Transferred Assets are not assignable by the terms thereof or for which consents to all buildings, improvements, and other items of real estate located on the Real Property (collectivelyassignment thereof cannot be obtained as provided herein, the “Improvements,” Transferred Assets shall be held by the Seller in trust for the Buyer and together with shall be performed by the Real PropertyBuyer in the name of the Seller and all benefits and obligations derived thereunder shall be for the account of the Buyer; provided, however, that where entitlement of the Buyer to any of the Transferred Assets that are not assignable by the terms thereof or for which consents to the assignment thereof cannot be obtained as provided herein is not recognized by any third party, the “Premises”);Seller shall, at the request of the Buyer, enforce in a reasonable manner, at the cost of the Seller and for the account of the Buyer, any and all rights of the Seller against such third party. (c) all of Hersha Owner’s right, title, and interest in and to all The Seller shall also notify each Person that may have possession of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located Transferred Assets at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel on hand as of the Closing Date, but specifically excluding (x) any and all tangible whether by consignment or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupantsotherwise, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages such Transferred Assets to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; andthe Buyer. (iid) to the extent assignable at no cost or expense to Hersha OwnerAll representations, all intangible personal property owned or possessed by Hersha Owner warranties, covenants and used exclusively in connection with the ownership or operation agreements of the Hotel (Seller in this Agreement shall be deemed to include representations and not in connection with any other hotel or property), including, without limitation, (1) utility warranties made by Weatherford on behalf of the Affiliated Companies and development rights covenants and 7agreements of Weatherford to cause each of the Affiliated Companies to abide by the covenants and agreements of the Seller hereunder.

Transferred Assets. Subject (a) Appendix D contains a depiction of the Power Block 3 Site (which shall be superseded and replaced by the final legal description approved by the Town for the Power Block 3 Site pursuant to the terms and conditions of this AgreementMajor Subdivision Approval, as described in Section 5.3). None of Seller or any of its Affiliates has entered into any, and to Seller’s Knowledge, there are no, leases, subleases, licenses, concessions or other agreements granting to any party or parties the right of use or to occupy all or any portion of the Closing DatePower Block 3 Site other than pursuant to the Reciprocal Easement Agreement; the Power Block 3 Site is not subject to any commitment, Hersha Owner agrees right of first offer, or other arrangement for the sale, transfer or lease thereof to transfer any third party; and there are no Persons other than Seller and GBOC (and employees or subcontractors of GBOC) physically occupying the Power Block 3 Site. Seller is the record owner or holder, as applicable, of title to Owner JVsuch easements, rights of way and other rights appurtenant to the Power Block 3 Site, including those as are necessary to permit reasonable ingress and egress to and from the Power Block 3 Site to a public way. (b) Except as set forth in Schedule 3.8(b), Seller holds good and marketable title to, and is the record owner of fee simple title to, the Transferred Real Property Assets (other than the Pipeline Easements) free and clear of all Encumbrances, except for Permitted Encumbrances. Except as set forth in Schedule 3.8(b), Seller owns beneficially and of record and has good and marketable legal and equitable title to the Transferred Power Related Assets, and each and every portion of the Pipeline, free and clear of liens all Encumbrances, except for Permitted Encumbrances. Except as set forth in Schedule 3.8(b), Seller is the record holder of all Pipeline Easements and encumbrances other than the Permitted Exceptions, and Owner JV agrees to receive from Hersha Owner, all of the following items (collectively, the “Property”): (a) all of Hersha Owner’s right, title and interest in and real property subject to the land described on Exhibit A hereto with Reciprocal Easement Agreement, in each case free and clear of all rightsEncumbrances, privileges and easements appurtenant thereto (collectively, the “Real Property”); (b) all of Hersha Owner’s right, title, and interest in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”);except for Permitted Encumbrances. (c) The Transferred Assets constitute all of Hersha Owner’s rightthe rights, titleproperties, improvements, fixtures and equipment, and other assets necessary or required, for the ownership, use, or operation of Power Block 3 in the same manner as currently conducted and as conducted in the ordinary course of business of Seller and GBOC. None of the Excluded Assets is necessary for the ownership, use, operation or decommissioning of Power Block 3. (d) Except as set forth in Schedule 3.8(d), the nature of Seller’s interest in each portion of the Pipeline consists of full legal and equitable title to all of the following (collectivelyfixtures and improvements comprising the Pipeline and, the “Personal Property”): (i) items of tangible personal property consisting of all furnitureexcept as set forth in Schedule 3.8(d), fixtures, equipment, machinery, a permanent and other tangible personal property located at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like fully paid easement with respect to the Hotel land over, under and across which the Pipeline has been constructed. Without limiting the foregoing, and except as otherwise disclosed in the Pipeline Easements or on hand as Schedule 3.8(d), (i) with respect to the Pipeline: (A) the entire and continuous length of the Closing Date, but specifically excluding Pipeline is covered by recorded Pipeline Easements of Seller (xor its predecessors in title) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any its successors and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JVassigns, and (zB) any and all cash-on-handsuch recorded Pipeline Easements grant to Seller (or its predecessors in title) the right to construct, FF&E reservesoperate, and ▇▇▇▇▇ cash fundsmaintain such Pipeline in, over, under, and across the property covered by such Pipeline Easements; and and (ii) with respect to the extent assignable at no cost or expense to Hersha OwnerPipeline Easements, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and A) Seller is not in connection default thereunder, nor has any event occurred which with notice or lapse of time or both would constitute a Seller default thereunder, excluding any default or event that would not enable or permit the applicable counterparty to terminate the applicable Pipeline Easements; and (B) to the Knowledge of Seller, there are no defaults on the part of Sundevil or any counterparty of such Pipeline Easement. (e) No interest in the Common Facilities and the other hotel Transferred Assets being acquired by Buyers pursuant to this Agreement has constituted, or property)has been treated as constituting, including, without limitation, (1) utility a partnership interest by Seller for purposes of federal and development rights and 7any applicable state taxation Laws.

Transferred Assets. Subject to and upon the terms and conditions of set forth in this Master Agreement, at the Closing, Kaiser shall, or shall cause the other Sellers to, sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, or shall cause one or more Buyer Designees to purchase and acquire from each Seller, all right, title and interest of each Seller in and to all of the properties, assets, contracts and rights of the Business of every type and description, real, personal and mixed, tangible and intangible, wherever located and whether or not reflected on the books and records of Kaiser as of the same may exist on the Closing Date, Hersha Owner agrees to transfer to Owner JV, free and clear of liens and encumbrances other than the Permitted Exceptions, and Owner JV agrees to receive from Hersha Owner, all of the following items Excluded Assets (collectively, the “Property”):"Transferred Assets"). The Transferred Assets (i) include assets owned by the Transferred Subsidiary which otherwise fit within the meaning of "Transferred Assets" herein, which assets, along with their liabilities to the extent such liabilities are otherwise Assumed Liabilities, (A) shall be transferred directly in the case of the Foreign Subsidiaries, and indirectly in the case of the Transferred Subsidiary by transferring the capital stock of the Transferred Subsidiary and (B) in the case of the Foreign Subsidiaries, are not listed on the Schedules referred to below (except as noted thereon) and (ii) include, without limitation, the following: (a) all of Hersha Owner’s right, title the Fixed Assets and interest in and to the land Equipment described on Exhibit A hereto with all rights, privileges and easements appurtenant thereto (collectively, the “Real Property”Schedule 2.1(a); (b) all of Hersha Owner’s right▇▇▇▇▇▇'▇ accounts receivables and notes receivables, titlespecific to the Business, and interest in and to all buildingslisted on Schedule 2.1(b), improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”)whether billed or unbilled; (c) rights in respect of the Transferred Intellectual Property specific to the Business as listed on Schedule 2.1(c); (d) all of Hersha Owner’s rightthe securities evidencing an equity ownership interest in the Transferred Subsidiary, titlewhich interests are listed on Schedule 4.3; (e) all of the Assumed Contracts listed on Schedule 2.1(e), including: (i) to the extent transferable to Buyer, all of ▇▇▇▇▇▇'▇ rights and interest interests under all personal property leases specific to the Business and identified on Schedule 2.1(e); (ii) all rights and interests of Kaiser in and to the real property leases specified in Schedule 2.1(e) (the "Transferred Facilities"); and (iii) all Service Contracts; (f) all inventories of goods and supplies located at the Transferred Facilities or specific to the Business; (g) all of the following prepaid expenses and security deposits reflected on the Closing Financial Statements that relate to any of the Assumed Contracts; (collectively, h) all of the “Personal Property”):Books and Records; (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at to the Hotel and owned or leased extent their transfer is permitted by Hersha Lessee, including, without limitationApplicable Law, all inventories of food Consents and beverage in opened containers Permits specific to the Transferred Facilities, the Transferred Assets or to the Business; (j) to the extent transferable, all rights under express or implied warranties from Sellers' suppliers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like service providers with respect to the Hotel on hand as Transferred Assets or the Assumed Contracts; (k) all rights to causes of action, lawsuits, claims and demands of any nature available to the Closing DateSellers that are specific to the Transferred Assets, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, gueststhe Assumed Liabilities, or employees to the Business, other than (i) avoidance actions under the Bankruptcy Code and (ii) causes of Holiday Hospitality Franchisingaction, Inc. (“Franchisor”)lawsuits, or Hotel Manager or any of their respective affiliates as described claims and demands listed on Schedule 1.3(c2.2(h); (l) hereto, (y) any and all alcoholic beverages, but only to the extent transferable, all guarantees, warranties, indemnities, bonds, letters of credit and similar arrangements that run in favor of Sellers in connection with the Transferred Assets; (m) all insurance policies listed on Schedule 2.1(m) and any applicable law prohibits insurance coverage that may be available after Closing under any occurrence based insurance as maintained by the transfer Sellers at any time prior to Closing for claims specific to the Transferred Assets, Assumed Liabilities, or the Business; (n) all retentions and advances that relate to the Assumed Contracts; (o) all additional assets arising in the ordinary course of alcoholic beverages to Owner JVbusiness between the date hereof and the Closing Date reflected on the Closing Financial Statements; (p) all of Sellers' rights and interests under all outstanding purchase orders entered into by Sellers for the purchase of goods or services primarily for the benefit of the Business, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash fundsincluding without limitation those set forth in Schedule 2.1(p); and (iiq) to the extent assignable at no cost or expense transferable and specific to Hersha Ownerthe Business, all intangible personal property owned other or possessed by Hersha Owner additional privileges, rights, interests, properties and assets of Sellers of every kind and description and wherever located, that are used exclusively or intended for use in connection with with, or that are necessary to the ownership or operation of continued conduct of, the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7Business as presently being conducted.

Transferred Assets. Subject to the terms and conditions of this Agreementhereof, as of the Closing DateSeller shall sell, Hersha Owner agrees convey, assign, transfer and deliver, or procure to transfer be sold, conveyed, assigned, transferred and delivered, to Owner JVBuyer, free and clear of liens and encumbrances any Liens, other than the Permitted Exceptions, and Owner JV agrees to receive from Hersha OwnerLiens, all of the following items (collectively, the “Property”): (a) all of Hersha Owner’s right, title and interest of Seller in and to the land described on Exhibit A hereto with all rights, privileges and easements appurtenant thereto (collectively, the “Real Property”); (b) all of Hersha Owner’s right, title, and interest in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal PropertyAssets”): (ia) items the Owned Real Property; (b) the Plant and Equipment; (c) the Transferred Split Rights; (d) the Whakatane Intellectual Property; (e) the Inventory; (f) the Improvements on the Owned Real Property; (g) the authorizations of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect Governmental Authorities applicable to the Hotel operation of the Mill that are set forth on hand as Section 2.1(g) of the Seller Disclosure Letter (“Governmental Consents”); (h) the rights and entitlements of Seller under or relating to all Contracts exclusively used in the Business that continue beyond the Closing Date, but specifically excluding together with any new, varied or replacement Contracts, entered into by Seller between the date hereof and the Closing Date and in accordance with Section 5.2 that are exclusively used in the Business (xcollectively, the “Business Agreements”) including, for the avoidance of doubt, any and accrued advances and/or credits under such Contracts; (i) the Business Records; (j) goodwill associated with the Business; (k) all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupantsaccounts receivable, concessionaires, licensees, guests, or employees other than accounts receivable owing from Affiliates of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent Seller that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash fundsdo not constitute Intergroup Trade Receivables; and (l) unfulfilled or partially filled supplier orders or rights against suppliers or other third parties; and (i) all information technology software developed by the Mill for use in the Business and (ii) existing licenses with respect to MOPS, Sensotronic, CubeIQ, Autocad and PABX licenses (which licenses, for the extent assignable at no cost or expense to Hersha Owneravoidance of doubt, shall be treated as Business Agreements for all intangible personal property owned or possessed by Hersha Owner and used exclusively purposes hereunder); but, in connection with each case, excluding the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7Excluded Assets.

Transferred Assets. Subject to and upon the terms and conditions of set forth in this Agreement, as of at the Closing DateClosing, Hersha Owner agrees Seller shall sell, assign, transfer, convey and deliver to transfer to Owner JVBuyer, free and clear of liens and encumbrances all Liens (other than Permitted Encumbrances and the Permitted Exceptions, Assumed Liabilities) and Owner JV agrees to receive Buyer shall purchase and acquire from Hersha OwnerSeller, all of the following items (collectively, the “Property”): (a) all of Hersha Owner’s right, title and interest in and to the land described on Exhibit A hereto with all rightsproperties, privileges assets, contracts and easements appurtenant thereto rights of Seller used in the Business, other than the Excluded Assets (collectively, the “Real Property”"TRANSFERRED ASSETS"). The Transferred Assets include, without limitation, the following: (a) all of the Fixed Assets specific to the Business; (b) all of Hersha Owner’s rightthe Accounts Receivable, titleother than Inter-company Receivables, and interest in and specific to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”)Business; (c) all rights and ownership interest of Hersha Owner’s right, title, Seller in the owned and leased real property listed on SCHEDULE 2.1(C); (d) rights or ownership interest in the Transferred Intellectual Property, including but not limited to those items identified on SCHEDULE 2.1(D); (e) to the extent transferable, all of Seller's rights under the Assumed Contracts; (f) all inventories of raw materials, work in progress and to finished goods, office and other supplies, including any consigned inventories, wherever located; (g) all of the following prepaid expenses and security deposits that relate to any of the Assumed Contracts; (collectivelyh) customer lists, files and all of the “Personal Property”):Books and Records of the Business; (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at to the Hotel and owned or leased extent their transfer is permitted by Hersha Lessee, including, without limitationApplicable Law, all inventories of food Consents and beverage in opened containers and Permits specific to the Transferred Facilities, the Transferred Assets or the Business; (j) to the extent transferable, all in-use rights under express or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like implied warranties from or rights against Seller's suppliers with respect to the Hotel on hand as Transferred Assets or the Assumed Contracts; (k) all rights to causes of action, lawsuits, claims and demands of any nature available to Seller that are specific to the Transferred Assets, the Assumed Liabilities or to the Business, other than (i) avoidance actions under the Bankruptcy Code and (ii) causes of action, lawsuits, claims and demands referred to in SCHEDULE 2.2(G); (l) to the extent transferable, all guarantees, warranties, indemnities, bonds, letters of credit and similar arrangements that run in favor of Seller in connection with the Transferred Assets; (m) the retentions and advances that relate to the Assumed Contracts; (n) additional assets of the Business acquired in the ordinary course of business between the date hereof and the Closing Date, but specifically excluding ; (xo) any business names of the Business; (p) telephone and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees facsimile numbers of Holiday Hospitality Franchising, Inc. the Business; (“Franchisor”), or Hotel Manager or any q) e-mail addresses and web sites of their respective affiliates as described on Schedule 1.3(cthe Business; (r) hereto, (y) any and all alcoholic beverages, but only to the extent transferable, software used in the Business; (s) all of Seller's rights and interests under all outstanding purchase orders entered into by Seller for the purchase of goods or services used in the Business; (t) all assets to the extent transferable and used in connection with the operation of the Business, all other or additional privileges, rights, interests, properties and assets of Seller of every kind and description and wherever located, that any applicable law prohibits are used or intended for use in connection with, or that are necessary to the transfer of alcoholic beverages to Owner JVcontinued conduct of, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash fundsthe Business as presently being conducted; and (iiu) to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation goodwill of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7Business.

Transferred Assets. Subject to (a) As of the Effective Time and upon the terms and conditions of this Agreementset forth herein, as of the Closing DateSeller will sell, Hersha Owner agrees assign, transfer, convey and deliver to transfer to Owner JV, free and clear of liens and encumbrances other than the Permitted ExceptionsPurchaser, and Owner JV agrees to receive Purchaser will purchase from Hersha OwnerSeller on the terms set forth herein, all of the rights, title and interest of Seller in the following items assets, only to the extent such assets are transferred to Seller under the Primary P&A Agreement or the FDIC agrees to transfer any such assets directly to Purchaser and subject to all liabilities for indebtedness collateralized by “Liens” (as defined in the Primary P&A Agreement) affecting such assets (if any) to the extent provided in Section 2.1 of the Primary P&A Agreement other than liabilities for borrowings from, and obligations and indebtedness to, Federal Reserve Banks and Federal Home Loan Banks (if any) (collectively, the “PropertyTransferred Assets”): (a1) the rights set out in Section 7.6 of this Agreement with respect to: (A) all real estate and improvements thereon of Hersha Owner’s rightthe Transferred Branches that are owned by the Failed Bank (the “Owned Bank Premises”), title and interest in and to the land described all of which Owned Bank Premises are listed on Exhibit A hereto with all rights, privileges and easements appurtenant thereto (collectively, the “Real Property”1.1(a)(1)(A); (bB) all leases under which land and/or buildings used as Transferred Branches that are leased by the Failed Bank as of Hersha Owner’s right, title, the Closing Date and interest in and which Seller has an option to all buildings, improvements, and other items of real estate located on assume under the Real Property Primary P&A Agreement (collectively, the “Improvements,” Leased Bank Premises”, and together with the Real PropertyOwned Bank Premises, the “Bank Premises”), all of which Leased Bank Premises are listed on Exhibit 1.1(a)(1)(B); (cC) all of Hersha Owner’s rightfurniture, titlefixtures, leasehold improvements, equipment and interest other tangible personal property located at the Transferred Branches (but only to the extent that they are located at the Transferred Branches), including “Specialty Assets” but excluding “Leased Data Management Equipment” (each as defined in and to all of the following Primary P&A Agreement) (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel on hand as of the Closing Date, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (ii) to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7

Transferred Assets. Subject At the Closing, the Seller shall sell and the Buyer shall purchase all right, title and interest of the Seller or the applicable member of the Seller Group in and to the following assets, as they exist at the Effective Time, in each case only if, subject to the terms and conditions of this Agreement, related to or used in the Business Product Lines (except as of otherwise specifically provided below), but excluding the Closing Date, Hersha Owner agrees to transfer to Owner JV, free and clear of liens and encumbrances other than the Permitted Exceptions, and Owner JV agrees to receive from Hersha Owner, all of the following items Excluded Assets (collectively, the “Property”): (a) all of Hersha Owner’s right, title and interest in and to the land described on Exhibit A hereto with all rights, privileges and easements appurtenant thereto (collectively, the “Real Property”); (b) all of Hersha Owner’s right, title, and interest in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal PropertyTransferred Assets”): (i) items of tangible personal property consisting of all furnitureEquipment, fixturestooling, equipmentspare parts, machinery, furniture and other tangible personal property located at listed on Schedule 1.1(a)(i) utilized in the Hotel and owned or leased by Hersha Lessee, including, without limitation, Microspheres Product Line (the “Transferred Equipment”); (ii) all inventories of food raw material, intermediates and beverage finished Microspheres Products used or held for use exclusively in opened containers the Microspheres Product Line (the “Transferred Inventory”); (iii) subject to Section 1.4, all rights against suppliers under warranties covering the Transferred Inventory and related claims, credits, rights of recovery and set-off with respect thereto; (iv) subject to Section 1.4, all rights and benefits, subject to the Assumed Liabilities, of the Seller under the written contracts, commitments, understandings, arrangements, purchase orders and other agreements (“Contracts”) to which the Seller is a party on the date of this Agreement and listed on Schedule 1.1(a)(iv), or to which the Seller becomes a party in the ordinary course of the Business Product Lines and in compliance with Section 6.1(a) between the date of this Agreement and the Closing Date (collectively, the “Transferred Contracts”); (A) the Dualite trademark registered in the United States and Mexico and set forth on Schedule 1.1(v), and the goodwill associated therewith (the “Transferred Trademark”), together with any common law rights in and to the Dualite trademark anywhere in the world, and (B) the Dualite domain name (the “Transferred Domain Name”); (vi) (A) the registered patent listed on Schedule 1.1(a)(vi) (the “Transferred Patent”), together with all rights to reissues, divisionals, provisionals, continuations and continuations-in-use part, re-examinations, renewals, substitutions and extensions thereof, and (B) the formulae, specifications, know-how, manufacturing methods and processes, trade secrets and technical information required or stock used in the manufacture of linensthe Microspheres Product Line, chinawhich will be listed on Schedule 1.1(a)(vi) and delivered to Buyer under separate, glasswareconfidential communication at Closing (collectively, silverthe “Transferred Know-How”); (vii) except as provided in Section 1.2(p) and subject to Section 10.4, uniformsall books, towels, paper goods, stationery, soaps, cleaning supplies records and documentation in the like with respect possession or control of the Seller relating exclusively to the Hotel on hand as Transferred Assets or the Business Product Lines, regardless of the Closing Datemedium on which the same are stored or maintained, but specifically excluding any such records that (x) any and all tangible contain proprietary information unrelated to the Business Product Lines (in which case redacted copies shall be made available) or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any relate to Excluded Assets or Retained Liabilities (collectively, the “Transferred Records”); (viii) the customer and all alcoholic beverages, but only supplier lists used by the Business Product Lines to sell the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash fundsProducts; and (iiix) the goodwill of the Business Product Lines, including the exclusive right to represent oneself as the successor to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7Business Product Lines.

Transferred Assets. Subject to and upon the terms and conditions of set forth in this Agreement, as of at the Closing DateClosing, Hersha Owner agrees Seller shall sell, assign, transfer, convey and deliver to transfer to Owner JVBuyer, free and clear of liens all liens, mortgages, pledges, security interests, charges, claims, options or other encumbrances, except as set forth in this Agreement, and encumbrances Buyer shall purchase and acquire from Seller, all right, title and interest of Seller in and to the properties, assets, contracts and rights of Seller exclusively used in the Businesses, other than the Permitted Exceptions, and Owner JV agrees to receive from Hersha Owner, all of the following items Excluded Assets (collectively, the “Property”):"Transferred Assets"). The Transferred Assets include, without limitation, the following: (a) all of Hersha Owner’s right, title and interest in and to the land described on Exhibit A hereto with all rights, privileges and easements appurtenant thereto (collectively, the “Real Property”)Fixed Assets; (b) all rights and ownership interest of Hersha Owner’s right, title, Seller in the owned and interest in and to all buildings, improvements, and other items of leased real estate located property listed on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”Schedule 2.1(b); (c) all rights in respect of Hersha Owner’s right, title, and interest in and the Transferred Intellectual Property specific to the Businesses; (d) all of the following rights in respect to the Assumed Contracts, excluding rights to collect billed retention payments for completed contracts; (collectivelye) all inventories of goods, office and other supplies located at the Transferred Facilities or specific to the Businesses; (f) all of the prepaid expenses and security deposits that relate to any of the Assumed Contracts; (g) customer lists, files and all of the Books and Records; (h) to the extent their transfer is permitted by Applicable Law, all Consents and Permits specific to the Transferred Facilities, the “Personal Property”):Transferred Assets or the Businesses; (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at to the Hotel and owned or leased by Hersha Lessee, including, without limitationextent transferable, all inventories of food and beverage in opened containers and all in-use rights under express or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like implied warranties from or rights against Seller's suppliers with respect to the Hotel on hand as Transferred Assets or the Assumed Contracts; (j) all rights to causes of action, lawsuits, claims and demands of any nature available to Seller that are specific to the Closing DateTransferred Assets, but specifically excluding the Assumed Liabilities or to the Businesses, other than (xi) any avoidance actions under the Bankruptcy Code and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants(ii) causes of action, concessionaireslawsuits, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. claims and demands referred to in Schedule 2.1(j); (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(ck) hereto, (y) any and all alcoholic beverages, but only to the extent transferable, all guarantees, warranties, indemnities, bonds, letters of credit and similar arrangements that any applicable law prohibits run in favor of Seller in connection with the transfer of alcoholic beverages Transferred Assets; (l) the retentions and advances that relate to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash fundsthe Assumed Contracts; and (iim) additional assets arising in the ordinary course of business between the date hereof and the Closing Date; (n) business names of the Businesses; (o) telephone and facsimile numbers of the Businesses; (p) e-mail addresses and web sites of the Businesses; (q) to the extent assignable at no cost transferable, software used in the Businesses; (r) all of Seller's rights and interests under all outstanding purchase orders entered into by Seller for the purchase of goods or expense services specific to Hersha Ownerthe Businesses; and (s) to the extent transferable and specific to the Businesses, all intangible personal property owned other or possessed by Hersha Owner additional privileges, rights, interests, properties and assets of Seller of every kind and description and wherever located, that are used exclusively or intended for use in connection with with, or that are necessary to the ownership or operation of continued conduct of, the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7Businesses as presently being conducted.

Transferred Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, but effective as of the Closing DateEffective Time, Hersha Owner agrees Seller will sell, convey, assign, transfer and deliver to transfer to Owner JVPurchaser, and Purchaser will purchase, acquire and accept from Seller, free and clear of liens and encumbrances any Liens (other than the Permitted Exceptions, and Owner JV agrees to receive from Hersha OwnerLiens), all of the following items (collectively, the “Property”): (a) all of Hersha OwnerSeller’s right, title and interest in the assets, properties and to rights of Seller (other than any Excluded Asset), including in each case as of the land described Closing: 1.1.1 all fixed assets and items of machinery, equipment, including laboratory equipment, and all other tangible personal property of Seller, including the SQZ Platform and the Point-of-Care equipment, and all other tangible personal property of Seller set forth on Exhibit A hereto with all rights, privileges and easements appurtenant thereto Schedule 1.1.1 (collectively, the “Real Transferred Personal Property”); 1.1.2 that certain ▇▇▇▇▇▇▇ and Restated Exclusive Patent License Agreement (the “MIT Agreement”), dated as of December 2, 2015, by and between the Massachusetts Institute of Technology (“MIT”) and Seller, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time; and, to the extent assignable in accordance with their terms without the consent of the counterparty, (i) all Contributor Intellectual Property Assignment Agreements, (ii) that certain Separation Agreement, dated as of January 13, 2023, by and between Seller and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and (iii) that certain Separation Agreement and Release, dated as of December 12, 2022, by and between Seller and ▇▇▇▇▇ ▇▇▇▇▇▇ (collectively, with the MIT Agreement, the “Transferred Contracts”); 1.1.3 all Seller Technology including: (a) copies (in paper or electronic form) of the INDs, supported by and including copies evidencing such Government Authorizations issued to Seller by a Government Entity; (b) all Government Authorization applications and correspondence with Government Entities regarding any Government Authorization (including tracking files, meeting minutes and strategy materials); (c) all data, results and records of Hersha Owner’s rightall studies, titleincluding the Laboratory Studies, Non-Clinical Studies and interest Clinical Studies, of Seller Products, including the HPV Studies, trial master files, drug master files and all other documents required to be kept by Applicable Law, all safety data and any GMP and GLP documentation for any Seller Product; and (d) all data or information, arising from development or manufacture of any Seller Product, including Software, design and engineering for the SQZ Platform, data included in the Government Authorizations and to all buildingsany applications therefore for any Seller Product, improvementsincluding design history files, technical files, drawings, designs, schematics, manufacturing information, validation documentation, quality documentation, research tools, laboratory notebooks, files and other items of real estate located on quality reports; and 1.1.4 the Real Transferred Intellectual Property (collectively, the “Improvements,” and together with the Real Property, the “PremisesTransferred Assets”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel on hand as of the Closing Date, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (ii) to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7.

Transferred Assets. (a) Subject to the terms and conditions of this Agreement, as Agreement and in consideration of the Closing Dateobligations of the Buyer as provided herein, Hersha Owner agrees and except for the Excluded Assets as provided in Section 1.02 hereof, at the Closing, the Seller shall sell, assign, transfer, grant, bargain, deliver and convey to transfer to Owner JVthe Buyer, free and clear of liens and encumbrances all Liens, other than the Permitted Exceptions, and Owner JV agrees to receive from Hersha OwnerLiens, all of the following items (collectively, the “Property”): (a) all of Hersha OwnerSeller’s right, title and interest in, to and under the Business, as a going concern, and all assets owned or leased and used by the Seller in connection with or arising out of the Business of every type and description, real or personal, tangible and intangible, wherever located and whether or not reflected on the books and records of the Seller (hereinafter sometimes collectively referred to as the “Transferred Assets”), including, but not limited to: (i) all tangible personal property, including but not limited to the land described on Exhibit A hereto Equipment, furniture and vehicles set forth in Schedule 1.01(a)(i) to the Disclosure Schedule; (ii) all Inventories, including the Inventories set forth in Schedule 1.01(a)(ii) to the Disclosure Schedule; (iii) all cash, accounts receivable and other rights to payment from customers of Seller, including the accounts receivable set forth in Schedule 1.01(a)(iii) to the Disclosure Schedule; (iv) the Proprietary Information, including but not limited to the name “Rocky Mtn. Supply” or any derivative thereof, and the names of the customers and suppliers of the Business; (v) all Contracts and Other Agreements, including but not limited to (A) all rights of Seller under non-disclosure or confidentiality agreements, non-compete or non-solicitation agreements with former employees, Transferred Employees and agents of Seller or with third Persons to the extent relating to the Business or the Transferred Assets and (B) all rightsrights of Seller under or pursuant to all warranties, privileges representations and easements appurtenant thereto guarantees made by suppliers, manufacturers and contractors to the extent relating to products sold and services provided to Seller or to the extent affecting any Transferred Assets or the Business (collectivelybut specifically excluding warranties, the “Real Property”representations and guaranties specifically and solely relating to any Excluded Assets or Retained Liabilities); (vi) [intentionally omitted]; (vii) to the to the extent assignable, all prepaid expenses, deposits and similar assets of Seller, including but not limited to customer deposits, security for rent, electricity, telephone or other utilities and prepaid charges and expenses including prepaid rent and any prepaid items shown on Seller’s November 30, 2007 Financial Statements relating to the Transferred Assets and the Business; (viii) all documents that are related to the Business, including but not limited to documents relating to products, services, marketing, advertising, promotional materials, Proprietary Information, personnel files of the Transferred Employees and all files, customer files and related documents (including credit information), supplier lists, records, literature and correspondence, to the extent permitted by law to be assigned and transferred; (ix) to the extent assignable, all permits, including but not limited to environmental permits used by Seller in the Business and all permits necessary to conduct the Business as currently conducted, and all rights, and incidents of interests therein; (x) all supplies and computer equipment owned by Seller and used or held for use in connection with the Transferred Assets and the Business; (xi) to the extent not used to repair or replace any Transferred Assets, all rights to third-party property and casualty insurance proceeds to the extent receivable in respect of property or assets that would otherwise be Transferred Assets; and (xii) all other intangible assets of Seller, if any, associated with the Transferred Assets and the Business. (b) The Seller shall use its reasonable efforts to obtain, or as the case may be assist the Buyer in obtaining, such consents of third parties as are necessary for the assignment of the Transferred Assets; provided, however, that Seller shall not be required to pay any amounts in respect of obtaining such consents. To the extent that any of the Transferred Assets are not assignable or consents to the assignment thereof cannot be obtained as herein provided, such Transferred Assets shall be held by the Seller in trust for the Buyer and any obligations with respect thereto shall be performed by the Buyer in the name of the Seller and all benefits and obligations derived thereunder shall be for the action of Hersha Owner’s rightthe Buyer. The Seller shall, titleat the request of the Buyer, enforce in a reasonable manner, at the cost of and interest for the account of the Buyer, any and all rights of the Seller against such third party relating to any such Transferred Assets. Seller shall promptly pay over to the Buyer all money or other consideration received by it in and to all buildings, improvements, and other items respect of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”);such entitlement. (c) all of Hersha Owner’s right, title, and interest in and to all The Seller shall also notify each Person which may have possession of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel Transferred Assets on hand as of the Closing Date, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees Date of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (ii) such Transferred Assets to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7Buyer.

Transferred Assets. (a) Subject to the terms and conditions of this AgreementAgreement and in consideration of the obligations of the Buyer as provided herein, and except as otherwise provided in Section 1.2 hereof, at the Closing, the Seller shall sell, assign, transfer, grant, bargain, deliver and convey to the Buyer, free and clear of all Liens, the Seller's entire right, title and interest in, to and under all assets owned or used by the Seller (other than Excluded Assets) in connection with, relating to or arising out of the Seller's business of every type and description, tangible and intangible, wherever located and whether or not reflected on the books and records of the Seller (all of such assets, properties, rights and business collectively referred to as the "Transferred Assets"), including, but not limited to: (i) all Equipment, including the Equipment set forth in Section 1.1(a)(i) of the Disclosure Schedule; (ii) all Inventories, including the Inventories set forth in Section 1.1(a)(ii) of the Disclosure Schedule; (iii) all Accounts Receivable, including the Accounts Receivable set forth in Section 1.1(a)(iii) of the Disclosure Schedule; (iv) all Proprietary Information, including the Proprietary Information set forth in Section 1.1(a)(iv) of the Disclosure Schedule; (v) subject to Section 1.1(b) hereof, the benefit of all unfilled or outstanding purchase orders, sales or service contracts, other commitments, contracts, engagements and leases to which the Seller is entitled at the Closing (the "Entitlements"), all of which Entitlements are set forth in Section 1.1(a)(v) of the Disclosure Schedule; (vi) all interests of the Seller as lessee in the real property described in Section 1.1(a)(vi) of the Disclosure Schedule (the "Leasehold Interests"); (vii) all prepaid expenses and deposits made by the Seller; and (viii) any goodwill associated with the Seller. (b) The Seller shall use its best efforts to obtain such consents of third parties as are necessary for the assignment of the Transferred Assets. To the extent that any of the Transferred Assets are not assignable by the terms thereof or consents to the assignment thereof cannot be obtained as provided herein, the Transferred Assets shall be held by the Seller in trust for the Buyer and shall be performed by the Buyer in the name of the Seller and all benefits and obligations derived thereunder shall be for the account of the Buyer; provided, however, that where entitlement of the Buyer to such Transferred Assets hereunder is not recognized by any third party, the Seller shall, at the request of the Buyer, enforce in a reasonable manner, at the cost of and for the account of the Buyer, any and all rights of the Seller against such third party. (c) Within three days of the Closing Date, Hersha Owner agrees to transfer to Owner JV, free and clear the Seller shall notify each Person which may have possession of liens and encumbrances other than the Permitted Exceptions, and Owner JV agrees to receive from Hersha Owner, all any of the following items (collectively, the “Property”): (a) all of Hersha Owner’s right, title and interest in and to the land described on Exhibit A hereto with all rights, privileges and easements appurtenant thereto (collectively, the “Real Property”); (b) all of Hersha Owner’s right, title, and interest in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located Transferred Assets at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel on hand as of the Closing Date, but specifically excluding (x) any and all tangible whether by consignment or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupantsotherwise, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (ii) such Transferred Assets to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7Buyer.

Transferred Assets. Subject to the terms and conditions of this Agreement, as Agreement and in consideration of the Closing Dateobligations of the Buyer as provided herein, Hersha Owner agrees and except as otherwise provided in Section 1.2 hereof, at the Closing, the Seller shall sell, assign, transfer, grant, bargain, deliver and convey to transfer to Owner JVthe Buyer, free and clear of liens and encumbrances all Liens other than the Permitted Exceptions, and Owner JV agrees to receive from Hersha Owner, all of the following items (collectivelyLiens, the “Property”): (a) all of Hersha OwnerSeller’s entire right, title and interest in, to and under any and all assets owned or used by the Seller in connection with or arising out of the Business of every type and description, tangible and intangible, wherever located and whether or not reflected on the books and records of the Seller (all of such assets, properties, rights and business being hereinafter sometimes collectively referred to the land described on Exhibit A hereto with all rights, privileges and easements appurtenant thereto (collectively, as the “Real PropertyTransferred Assets”); (b, including, but not limited to: the Equipment, including the Equipment set forth in Schedule 1.1(a)(i) all of Hersha Owner’s right, titlehereto, and interest in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at (including supplies) held by Seller and used or useful in the Hotel and owned or leased by Hersha LesseeBusiness; all Inventories, including, without limitation, including the Inventories set forth in Schedule 1.1(a)(ii) hereto; all inventories accounts receivable of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies the Seller and the like with respect to Business (the Hotel on hand as of the Closing Date, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“FranchisorAccounts Receivable”), or Hotel Manager including the accounts receivable set forth in Schedule 1.1(a)(iii) hereto; the Proprietary Information, including the name DELTA PROCESS EQUIPMENT or any of their respective affiliates as described derivative thereof, and any service marks, trademarks, trade names, d/b/a names, fictitious names, identifying symbols, logos, emblems or signs containing or comprising the foregoing; subject to Section 1.1(b) hereof, all customer contracts, distributor agreements, unfilled or outstanding purchase orders, sales contracts, other commitments, contracts and engagements to which the Seller is entitled at the Closing and which relate to the Business (the “Assumed Contracts”), including without limitation those contracts set forth in Schedule 1.1(a)(v); subject to Section 1.1(b), the lease agreements listed in Schedule 1.1(a)(vi) (the “Leases”); all prepaid expenses and deposits made by the Seller, including those shown on Seller’s financial statements relating to the Transferred Assets and the Business and set forth in Schedule 1.3(c) hereto1.1(a)(vii); any goodwill associated with the Transferred Assets and the Business; all Documents and Other Papers that are related to the Business or the other Transferred Assets, including Documents and Other Papers relating to products, services, marketing, advertising, promotional materials, Proprietary Rights, personnel files for Transferred Employees, customer lists and files and documents (y) any and all alcoholic beverages, but only including credit information to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JVlegally transferable), and (zsupplier lists, records and correspondence; subject to Section 1.1(b) any hereof, all licenses, permits, concessions, warrants, franchises and other governmental authorizations and approvals of all Governmental Entities required or appropriate for the conduct of the Business and the operation of the Transferred Assets as presently conducted or operated by the Seller and all cashrights and incidents of interest therein; subject to Section 1.1(b) hereof, all rights of Seller under non-ondisclosure or confidentiality, non-handcompete or non-solicitation agreements with former employees, FF&E reserves, employees and ▇▇▇▇▇ cash funds; and (ii) agents of Seller or with third Persons to the extent assignable at no cost relating to the Business or expense the Transferred Assets (or any portion thereof); subject to Hersha OwnerSection 1.1(b) hereof, all intangible personal property owned rights of Seller under or possessed pursuant to all warranties, representations and guarantees made by Hersha Owner suppliers, manufacturers and used exclusively contractors to the extent relating to products sold or services provided to Seller in connection with the ownership conduct or operation of the Hotel (and not in connection with Business or to the extent affecting any other hotel or property), including, without limitation, (1) utility and development rights and 7Transferred Assets;

Transferred Assets. Subject Seller shall, at the Closing, by special warranty deeds and bills of sale and other appropriate documents transfer, sell and assign to the terms and conditions of this Agreement, as of the Closing Date, Hersha Owner agrees to transfer to Owner JVBuyer, free and clear of liens any claim, litigation, proceeding, security interest, lien or encumbrance of any kind or nature whatsoever, except those, if any, which are set forth in and encumbrances other than designated as such on the Permitted Exceptions, and Owner JV agrees Schedules to receive from Hersha Ownerthis Agreement, all of the following items (collectivelyproperties and assets of every nature and description owned by Seller, the “Property”): (a) all of Hersha Owner’s or in which Seller has a right, title and interest in and to the land described on Exhibit A hereto with all rights, privileges and easements appurtenant thereto (collectively, the “Real Property”); (b) all of Hersha Owner’s right, titleor interest, and interest used in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together connection with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all operation of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or leased by Hersha LesseeBusiness, including, without limitationin any way limiting the generality of the foregoing, all inventories of food and beverage in opened containers (i) the Real Property listed on Schedule 6.08 hereto and all in-use or stock improvements thereon and interest therein, (ii) intentionally deleted (iii) all prepaid expenses of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies the Business and all accounts receivable of the like with respect to the Hotel on hand Business as of at the Closing Date, but specifically excluding as recorded in the books and records of the Division, (xiv) any inventories (including raw materials, work in process, and finished goods) and supplies (the "Inventory"), (v) all tangible or intangible personal property and/or patents, trademarks, copyrights, trade fixtures names, technologies, drawings, specifications, know-how and other trade secrets owned or leased controlled by tenants and/or occupants, concessionaires, licensees, guests, Seller or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as in which Seller has an interest including but not limited to those described on Schedule 1.3(c3.01(v) to this Agreement (collectively, referred to as the "Intellectual Property"), (vi) all machinery, equipment, vehicles, furniture and fixtures owned by Seller in relation to the Business, including without limitation those items listed in Schedule 3.01(vi) hereto, (yvii) the leases of real estate listed in Schedule 6.09 and leases of personal property as described in Schedule 3.01(vii) hereto, (viii) all agreements, including customer agreements, sales representative agreements, supply contracts, mill service and processing agreements, purchase and sales orders, and collective bargaining agreements including without limitation such agreements described in Schedules 6.13 hereto, (ix) rights to the name "Luria Brothers", (x) the full benefit of all warranties and warranty rights (express and implied) against manufacturers or vendors which apply to any of the Assets and all alcoholic beveragesmaintenance contracts on machinery, but only equipment and the other Assets (to the extent that any such warranties or contracts are assignable or the benefits thereunder are transferable to the Buyer), (xi) all licenses required under applicable law prohibits environmental laws for operation of the transfer of alcoholic beverages Business and permits held by Seller in relation to Owner JVthe Business, to the extent transferable, which licenses and permits are listed in Schedule 3.01(xi) hereto, and (zxii) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (ii) to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation business of the Hotel (Division, including all books and not in connection with any other hotel or property), including, without limitationrecords relating thereto and the goodwill connected therewith including the customer list of the Division, (1) utility collectively called the "Assets"). Notwithstanding the foregoing, there shall be excluded from the Assets those assets listed in Section 3.02 of this Agreement and development rights and 7defined as the Excluded Assets.

Transferred Assets. Subject to On the terms and subject to the conditions set forth in this Agreement and subject to the exclusions set forth in Section 2.2(b), at the Closing, the Company shall sell, convey, assign, transfer and deliver, to the Acquiror (or, in the case of this Agreement, as certain of the Closing DateTransferred Assets to the extent designated by the Acquiror, Hersha Owner agrees certain designated Affiliates of the Acquiror), and the Acquiror shall purchase, acquire and accept from the Company (or, in the case of certain of the Transferred Assets to transfer the extent designated by the Acquiror, to Owner JVcause the Acquiror’s designated Affiliates to purchase, acquire and accept), all of the Company’s right, title and interest, in each case free and clear of liens and encumbrances all Liens other than the Permitted Exceptions, and Owner JV agrees Liens (but specifically excluding any Liens arising from or related to receive from Hersha Owner, all those Liens set forth in Section 1.1(f) of the Disclosure Schedule), in, to and under the following items assets, properties, leases, rights, interests, Contracts and claims as the same shall exist immediately prior to the Closing (collectively, the “PropertyTransferred Assets”): (ai) all of Hersha Owner’s right, title and interest in and to the land described Business Owned Real Property; (ii) all right, title and interest in and to the Business Leased Real Property pursuant to the Real Estate Leases; (iii) all Inventory, wherever held, including all Inventory in transit between sites; (iv) all trade accounts receivable and other receivables (including any claims, remedies and other rights related thereto) of the Company, whether or not billed, for Products sold prior to the Closing Date or associated with the Transferred Assets; (v) subject to Section 2.2(a)(xxii), all right, title and interest in and to each contract, lease, license, understanding, commitment or other agreement, whether oral or written (“Contracts”) that (A) relate exclusively to the Business, except to the extent any third-party consents required to be obtained prior to the Closing have not been obtained by the Company pursuant to the terms of Section 2.3, or (B) subject to Section 2.4, all Dividable Contracts solely to the extent Related to the Business, including those listed on Exhibit A hereto with all rights, privileges and easements appurtenant thereto Section 2.2(a)(v) of the Disclosure Schedule (collectively, the “Real PropertyAssumed Contracts”); (bvi) subject to the Transitional Trademark License and to the terms of the Company IP Agreements, all right, title and interest owned by the Company in all Intellectual Property Related to the Business (the “Transferred IP”); (vii) all transferable Permits that are owned by the Company and necessary to conduct the Business as currently conducted; (viii) other than any Excluded Assets of Hersha Owner’s right, titlethe type described in Section 2.2(b)(xii) below, and interest in subject the terms of the Transition Services Agreement, all Business Books and Records, except to the extent constituting Intellectual Property, which is governed solely by Section 2.2(a)(vi); (ix) to the extent permitted by Law, all buildingspersonnel and employment records that relate to a Transferred Employee, improvementsprovided, that the Company shall be permitted to retain copies thereof; (A) all machinery, equipment and other items of real estate personal property owned or leased by the Company, that (a) are located at the Facilities, the Business Owned Real Property or the Business Leased Real Property on the Closing Date, (b) are primarily related to the research and development projects of the Company with respect to the Business or Products or (c) as described on Section 2.2(a)(x) of the Disclosure Schedules and (B) all vehicles, furniture, fixtures, supplies, spare parts, dies, molds, tools and office equipment, whether owned or leased, in each case located at the Facilities, the Business Owned Real Property or the Business Leased Real Property on the Closing Date (collectively, the “Improvements,” Equipment”) and together all warranties and guarantees, if any, express or implied, existing for the benefit of the Company in connection with the Real Property, Equipment to the “Premises”)extent transferable and Related to the Business; (cxi) all commitments and orders from third parties (subject to the terms and conditions of such commitments and orders) for the purchase of Products, raw materials, Equipment or other goods and services that have not been received as of the Closing; (xii) all of Hersha Ownerthe Company’s rightsales and promotional materials, titlecatalogs, pamphlets, brochures, advertising materials, directories and other publications solely to the extent Related to the Business, and interest plates, copy engravings, photographs and other materials used in the printing or production of any such items solely to the extent Related to the Business, except in each case to the extent that the Company is required by law or regulation to retain the same and except to the extent constituting Intellectual Property, which is governed solely by Section 2.2(a)(vi) above; (xiii) to the extent transferable as permitted by GS1 US, universal product codes used on Products, except for the Excluded UPC Codes; (xiv) all intercompany receivables from the Company or its Subsidiaries Relating to the Business; (xv) all rights of the Company to bring an Action and to obtain damages, refunds, rights of recovery, rights of setoff and rights of recoupment of any kind relating to any infringement of any Intellectual Property Related to the Business and accruing or arising at any time prior to, on or after the Closing Date; (xvi) all expenses to the extent Related to the Business that have been prepaid by the Company, including lease and rental payments; (xvii) all property and casualty insurance proceeds received or receivable in connection with the damage or destruction of any asset that is included in the Transferred Assets or would have been included in the Transferred Assets but for such damage or destruction and proceeds received or receivable in connection with products liability insurance policies of the following (collectivelyCompany or its Subsidiaries, in respect of Products sold on or prior to the “Personal Property”):Closing Date; (ixviii) items assets of tangible personal property consisting of all furniturethe Company Pension Plan, fixtures, equipment, machineryas contemplated by, and other tangible personal property in accordance with, Section 6.5; (xix) all refunds, deposits or over-payments Related to the Business prior to the Closing Date; (xx) to the extent located at the Hotel Facilities, the Business Owned Real Property or the Business Leased Real Property or in the possession of any Transferred Employees, all laptops, PCs and owned or leased by Hersha Lesseemonitors, computer hardware and other systems hardware and networking and communications assets, including servers, databases, backups and peripherals, and including, without limitationsubject to Section 2.4, any such items that are Dividable Contracts; provided, that notwithstanding the foregoing, in no event shall any Software be a Transferred Asset; (xxi) all inventories of food sales and beverage in opened containers use Tax certificates of, as well as all exemption certificates collected for sales and all in-use or stock of linensTax purposes by, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies the Company and the like with respect its Subsidiaries Related to the Hotel on hand as Business; (xxii) (A) all confidentiality agreements pursuant to which the Company has disclosed confidential information Related to the Business and which were executed within the twelve months prior to the date of this Agreement and (B) all confidentiality agreements relating to the sale of the Closing Date, but specifically excluding Business (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits such agreements protect the transfer confidential information of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash fundsthe Business itself); and (iixxiii) other than any Excluded Assets, all other assets, properties or rights of every kind and description, wherever located, whether personal or mixed, tangible or intangible, that are owned by the Company or any of its Affiliates and Related to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7Business.

Transferred Assets. Subject to the terms and conditions of this Agreementset forth herein, as of at the Closing DateClosing, Hersha Owner agrees ICP shall sell, convey, assign and deliver to transfer to Owner JVA&C, free and clear of liens and encumbrances other than the Permitted Exceptionsany Liens, and Owner JV agrees to receive from Hersha OwnerA&C shall purchase, acquire and accept delivery of, all of the following items (collectively, the “Property”): (a) all of Hersha Owner’s ICP's right, title and interest in and to the land described on Exhibit A hereto with all rightsfollowing assets (other than the Excluded Assets, privileges and easements appurtenant thereto (collectively, defined below) to the “Real Property”); (b) all of Hersha Owner’s right, title, and interest extent that they are located at or used primarily in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all operation of the following Distribution Centers (collectively, the “Personal Property”assets to be sold to A&C are collectively referred to herein as the "TRANSFERRED ASSETS"): (i) items All finished goods inventory of tangible personal property consisting ICP Products located at the Distribution Centers, or in transit to or from the Distribution Centers, on the Closing Date, and including all rights of ICP against the manufacturers or suppliers of such inventories; (ii) all furniture, fixturesof ICP's accounts and notes receivable and other rights to receive payment (other than warranty receivables); (iii) all supplies, equipment, machinery, vehicles, furniture, furnishings, fixtures, spare parts, tools, packaging supplies, leasehold improvements and other tangible personal property located at the Hotel and owned or leased by Hersha Lesseeproperty, including, without limitationbut not limited to, the tangible personal property listed on SCHEDULE 2.2(a)(iii), together with all inventories rights of food and beverage in opened containers and ICP against the manufacturers or suppliers of such items; (iv) the leases for real property listed on SCHEDULE 2.2(a)(iv) (collectively, the "FACILITY LEASES"); (v) all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel on hand as of the Closing Dateleases for personal property including, but specifically not limited to, those listed on SCHEDULE 2.2(a)(v) (collectively, the "EQUIPMENT LEASES"); (vi) all Contracts including, but not limited to, those listed on SCHEDULE 2.2(a)(vi) but excluding (x) any and all tangible leases for real or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants(collectively, concessionairesthe "TRANSFERRED CONTRACTS"); (vii) all utility, licenseessecurity and other deposits, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any prepaid expenses and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash fundsother prepayments; and (iiA) the business conducted by ICP at the Distribution Centers as a going concern, technical and business information and methods of operation and all related goodwill, (B) the telephone numbers, customer lists, vendor lists, referral lists and contacts, and other data located at or related to the Distribution Centers or the business conducted at the Distribution Centers, (C) all books, computer software and media, files, papers, records and other data of ICP located at the Distribution Centers or relating to the business conducted at the Distribution Centers, and (D) Permits relating to the conduct of business at the Distribution Centers, except those Permits which by their terms are not transferable. At the Closing, ICP shall deliver to A&C, free and clear of any Liens, good and marketable (or, in the case of Transferred Contracts, Facility Leases and Equipment Leases, good and assignable title pursuant to the terms of the applicable lease or Contract) to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation possession of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7Transferred Assets.

Transferred Assets. Subject Possession of, and physical control over, all Transferred Assets; provided, however, that (a) with respect to all Transferred Assets that are located at any facilities that are designated by Buyer prior to the terms Closing as “Excluded Leases,” Seller shall assure that (i) all such Transferred Assets are promptly and conditions safely relocated, at Seller’s expense, to a location designated in writing by Buyer and (ii) Buyer or its designees are granted access promptly upon request to all such Transferred Assets; and (b) with respect to the originals of all Business Contracts and files and records included within the Transferred Assets (other than Business Contracts and files and records that are the subject matter of clause (a) of this AgreementSection 7.2.3), it shall be sufficient that, as of the Closing, Buyer have primary control over such Contracts (and Seller shall, at Seller’s expense, maintain and preserve such Contracts and files and records consistent with the terms of the APA and, upon written request from Buyer, deliver possession thereof to Buyer or its designee(s) within 3 Business Days (or earlier if practicable) in a manner mutually-agreed by Seller and Buyer).” (b) The last sentence of Section 3.6.2 of the APA is hereby amended by reference to Section 7.2.3(a) of the APA. 9. For purposes of the APA, the terms “Closing” and “Closing Date” shall be deemed to mean 11:59 pm Eastern Time on the Closing Date. (a) Prior to the Closing, Hersha Owner agrees Seller has disclosed to transfer Buyer pursuant to Owner JV, free and clear of liens and encumbrances other than the Permitted Exceptions, and Owner JV agrees to receive from Hersha Owner, all terms of the following items APA certain matters described or referenced on Schedule C attached hereto (collectively, the “PropertyPre-Closing Matters”): ). If Buyer or its Affiliates in its or their sole discretion elect to pursue, prosecute, defend, settle, compromise, appeal or take any other action with respect to any of the Pre-Closing Matters, Seller covenants and agrees, without limitation of any of Seller’s obligations or Buyer’s rights or remedies under the APA, to cooperate in connection therewith (aincluding, without limitation, joining any Proceeding as a plaintiff (subject to clause (b) all of Hersha Owner’s right, title below) and memorializing in writing the parties’ common interest in privilege) and to pay one-half of all Losses in connection therewith, provided, however, that Seller’s obligations under this Paragraph 10(a) shall not exceed $100,000; provided, further, however, that all Losses required to be paid by Seller under this Paragraph 10(a) which relate to out of pocket costs or expenses shall be documented. For clarity, Buyer shall be entitled to apply the land described on Exhibit A hereto with all rights, privileges and easements appurtenant thereto (collectively, Holdback toward the “Real Property”payment of Seller’s obligations under this Paragraph 10(a);. (b) In the event Buyer elects to pursue a claim relating to a Pre-Closing Matter and desires to add Seller as a plaintiff, Seller and Buyer shall cooperate to select counsel that is reasonably acceptable to both parties, and the parties shall cooperate to jointly prosecute such claim. Subject to Seller’s agreement in Paragraph 10(a) above (relating to cost sharing), Buyer shall bear the costs and expenses of prosecuting such claim (if Buyer elects to continue to prosecute such claim). Buyer shall control such claim (but Seller may engage its own separate counsel at its sole cost and expense). Buyer may not settle any action on behalf of Seller without Seller’s consent, which shall not be unreasonably withheld, conditioned or delayed. Seller may not settle any action without Buyer’s prior written consent in its sole discretion. For clarity, Buyer shall not be responsible for any Losses relating to the defense or assertion by Seller of any counterclaim or cross claim (or similar claim), all of Hersha Ownerwhich Seller shall be solely responsible for (and none of which shall count toward Seller’s right, titleagreement in Paragraph 10(a) above (relating to cost sharing)). 11. Buyer hereby waives Seller’s obligation under Section 7.2.4 of the APA to deliver to Buyer prior to or at Closing the consents contemplated by Item 1 of Schedule 7.2.4 of the Seller’s Disclosure Schedules. 12. For clarity, and interest in without limitation of any of Seller’s obligations (or Buyer’s rights and to remedies) under the APA, Seller hereby confirms that any and all buildings, improvements, and other items of real estate located on Liabilities under the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or leased by Hersha LesseeAssumed Leases, including, without limitation, all inventories such Liabilities as may arise in connection with (i) the consummation of food and beverage in opened containers and all in-the Transactions on the Closing Date or (ii) the occupancy or use by Buyer or stock its designees of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like subject premises without the consent of the applicable landlord (but not including Occupancy Payments as defined hereafter with respect to the Hotel on hand as of periods after the Closing Date) shall be Retained Liabilities. “Occupancy Payments” shall mean all rents, but specifically excluding charges, maintenance (xincluding common area maintenance) any fees and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupantsutility services associated with the subject premises, concessionairesin each case, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that due under any applicable law prohibits Assumed Lease through expiration of the transfer term of alcoholic beverages any such Lease (so long as Buyer or its designee have not been prevented from using and occupying such premises pursuant to Owner JV, such Assumed Lease) unless and until such time as such Assumed Lease is duly assigned (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (iiin accordance with the terms thereof) to Buyer or its designee (or otherwise superseded by agreement between Buyer or its designee and the extent assignable at applicable landlord). During the applicable periods, Occupancy Payments shall be paid by Buyer or its designee to Seller in monthly installments, in advance, no cost or expense later than five (5) days prior to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation first day of the Hotel succeeding calendar month (or if such 5th day is not a Business Day, the next succeeding Business Day). Buyer or its designee, as applicable, agrees to perform, fulfill and not observe all of terms, covenants and conditions of the Assumed Leases to be performed and observed by the tenant thereunder (other than terms, covenants and conditions relating to the use and occupancy, assignment, subletting or license of the Assumed Leases which are Retained Liabilities as described in connection with any other hotel or propertythe first sentence of this Paragraph 12), including, without limitation, (1) utility and development rights and 7.

Transferred Assets. Subject to Except as otherwise disclosed herein: (a) the terms Vendor is the legal and conditions of this Agreementbeneficial owner of, as and has good and marketable title to, all of the Closing Date, Hersha Owner agrees to transfer to Owner JV, Transferred Assets free and clear of liens all Encumbrances; (b) the Vendor has complied with all costs, fees and encumbrances other than charges necessary for the Permitted Exceptionsmaintenance of the Intellectual Property Rights. (c) the Transferred Assets (including without limitation any part thereof) do not include, and Owner JV agrees are not a derivative work of, any third party Intellectual Property Rights; (d) the Transferred Assets are not owned by or registered in the name of any current or former owner, shareholder, partner, director, officer, executive, employee, salesperson, agent, customer, representative or contractor or other party, nor does any such person have any interest therein or right thereto, including but not limited to receive from Hersha Ownerthe right to royalty payments or moral rights, all and there does not exist any document or other evidence of any such interest or right; (e) the following items Transferred Assets do not infringe, misuse, misappropriate or otherwise violate the Intellectual Property Rights of any third party. (collectivelyf) the Vendor has the right to transfer, convey or assign to any third party without consent, waiver or payment to any person whatsoever, the “Property”): (a) all of Hersha Owner’s full right, title and interest of the Vendor in and the Transferred Assets, including the right to assign to any third party its right to transfer, convey or assign the land described on Exhibit A hereto with all rights, privileges and easements appurtenant thereto (collectively, the “Real Property”)Transferred Assets to any person; (bg) all of Hersha Owner’s the Vendor has the exclusive right, titleand has the right to grant others the exclusive or non-exclusive right, to use, modify, create derivative works of, publish, distribute, sublicense and interest in otherwise fully exploit the Transferred Assets and to obtain, enforce and defend all buildings, improvements, and other items of real estate located on the Real Intellectual Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”)Rights therein; (ch) all of Hersha Owner’s rightthe Vendor is not a party to any Contract to pay any royalty, title, and interest in and licence or other fee with respect to all the use of the following (collectively, the “Personal Property”):Transferred Assets; (i) items without limiting the generality of tangible personal property consisting of any other representation or warranty herein, all furniture, fixtures, equipment, machineryresults arising from the research activities conducted under SNC-INTEGRA Agreements are solely owned by the Vendor, and no further results will be developed before the termination of such agreements; (j) without limiting the generality of any other tangible personal property located at representation or warranty herein, the Hotel Vendor is not a party to any Contract that would give any Person the right to an option or other right to acquire, or to acquire any interest in, any Intellectual Property Rights in or to the Compounds, and owned specifically, neither the INNPACTO Agreement nor the RETOS-COLABORACION Agreement give any Person such option or leased by Hersha Lesseeright; (k) without limiting the generality of any other representation or warranty herein, including, without limitation, no person has any option or other right to acquire any interest in any Intellectual Property Rights that have been developed pursuant to the INNPACTO Agreement (l) the Vendor owns all inventories Intellectual Property Rights in respect of food and beverage the Compounds generated under or in opened containers and all in-use or stock connection with the INNPACTO Agreement; (m) except for limited access rights granted to the parties of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies the INNPACTO Agreement and the like with respect RETOS-COLABORACION Agreement, none of the parties to such agreements (other than the Vendor) own or have any right to acquire ownership or an interest in any Intellectual Property Rights in or to the Hotel on hand as Compounds; (n) no joint Intellectual Property Rights have been developed under the INNPACTO Agreement, and to the knowledge of the Closing DateVendor, but specifically excluding no such joint Intellectual Property Rights will be developed prior to termination of such agreement; (xo) any and the Vendor owns all tangible Intellectual Property Rights in respect of the Compounds generated under or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to in connection with the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cashRETOS-on-hand, FF&E reserves, and ▇▇▇▇▇ cash fundsCOLABORACION Agreement; and (iip) to no joint Intellectual Property Rights have been developed under the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7RETOS-COLABORACION Agreement.

Transferred Assets. Subject to the terms and conditions of this Agreement, as of the Closing Date, Hersha Owner agrees to transfer to Owner JV, free and clear of liens and encumbrances other than the Permitted Exceptions, and Owner JV agrees to receive from Hersha Owner, all of the following items (collectively, the “Property”): (a) all of Hersha Owner’s right, title and interest in and to the land described on Exhibit A hereto with all rights, privileges and easements appurtenant thereto (collectively, the “Real Property”); (b) all of Hersha Owner’s right, title, and interest in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel on hand as of the Closing Date, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. Hampton Inns Franchise LLC (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (ii) to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and privileges, (2) trade names (other than the names “Hersha” or any derivative thereof or 7

Transferred Assets. Subject to On the terms and subject to the conditions of set forth in this AgreementAgreement and subject to the exclusions set forth in Section 1.1(b), as of at the Closing DateClosing, Hersha Owner agrees Sellers shall sell, transfer, convey, assign and deliver to transfer to Owner JV, free and clear of liens and encumbrances other than the Permitted ExceptionsBuyer, and Owner JV agrees to receive Buyer shall purchase, acquire and take assignment and delivery from Hersha OwnerSellers, all of Sellers’ rights, title and interest in, to and under the following items assets, properties and rights (contractual or otherwise) owned by Sellers, excluding only the Excluded Assets (collectively, the “PropertyTransferred Assets”): (a) ). The Transferred Assets shall include, without limitation, all of Hersha Owner’s Sellers’ right, title and interest in, to and under the following: (i) all inventory, supplies, equipment, machinery or other tangible personal property (“Tangible Personal Property”) and any warranty or claims associated therewith; (ii) all Contracts and Leases of Sellers set forth on Section ‎1.1(a)(ii) of the Disclosure Schedule (the “Assumed Contracts and Leases”), which Section ‎1.1(a)(ii) of the Disclosure Schedule may be updated by Buyer, in its sole discretion, on or before the day on which the Sale Hearing takes place; (iii) all Permits transferable to Buyer pursuant to their terms and in accordance with applicable Laws; (iv) all Sellers Intellectual Property; (v) all books and records relating to the land Transferred Assets or the Business, including customer or client lists, historical customer data, files, documentation and other records, but not including books and records of the type described on Exhibit A hereto with in Section 1.1(b)(v); provided, however, that Sellers shall have the right to reasonable access to such books and records acquired by the Buyer in order to administer their bankruptcy estates; (vi) all rightsclaims, privileges indemnities, warranties, guarantees, refunds, causes of action, rights of recovery, rights of setoff and easements appurtenant thereto rights of recoupment of every kind and nature (collectively, whether or not known or unknown or contingent or non-contingent) related to the “Real Property”Transferred Assets or the Business (other than those constituting the Excluded Assets); (bvii) all accounts receivable of Hersha Owner’s right, title, and interest in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”)Sellers; (cviii) all of Hersha Owner’s rightdeposits and prepayments held by third parties pursuant to any Assumed Contract or Lease; (ix) subject to applicable Laws, titleall specimens, samples, testing and interest in patient records and all records related to all of the following (collectively, the “Tangible Personal Property”):; (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel on hand as of the Closing Date, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”Sellers’ rights to telephone number(s), or Hotel Manager or any email addresses and websites used by Sellers in connection with the Business; (xi) all rights of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only Sellers to receive insurance proceeds to the extent that such proceeds are paid after Closing to reimburse Sellers for damages or losses which occurred on or before the Closing Date to any applicable law prohibits Tangible Personal Property; (xii) the transfer bank accounts of alcoholic beverages Sellers listed on Section 6.20 of the Disclosure Schedule (the “Transferred Bank Accounts”) but excluding any cash in the Transferred Bank Accounts except to Owner JVthe extent necessary to cover checks issued by the Sellers prior to the Closing; (xiii) all claims and actions of Sellers arising under Sections 544, 547, 548, 549 and 550 of the Bankruptcy Code (“Avoidance Claims”), against vendors or suppliers of Sellers that (3%) provide goods or services to one or more Sellers in the Ordinary Course of Business and (z3%) any and all cash-on-handwill continue to do business with Buyer or its Affiliates following the Closing, FF&E reservesas more particularly set forth on Section 1.1(a)(xiii) of the Disclosure Schedule (the “Transferred Chapter 5 Claims”), and ▇▇▇▇▇ cash fundswhich Section 1.1(a)(xiii) of the Disclosure Schedule may be updated by Buyer on or before the day on which the Bidding Procedures Order is entered; and (iixiv) to the extent assignable at no cost or expense to Hersha Ownerother than any Excluded Assets, all other assets, properties or rights of every kind and description of Sellers, wherever located, whether real, personal or mixed, tangible or intangible, including all goodwill of Sellers as a going concern and all other intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7Sellers.

Transferred Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, as of at the Closing DateClosing, Hersha Owner Sellers agree to sell, assign, transfer, convey and deliver to Purchaser, and Purchaser agrees to transfer to Owner JVthat it shall purchase, acquire and accept from Sellers, free and clear of liens all Liens and encumbrances other than the Permitted Exceptions, and Owner JV agrees to receive from Hersha OwnerClaims, all of the following items (collectivelyright, title and interest of Sellers as of the Closing Date in and to the tangible and intangible assets, properties and rights and claims, to the extent used or otherwise related to, useful in or necessary for the conduct of, the Business, other than the Excluded Assets and any Consent Asset subject to Section 1.3. All of such assets, properties and rights (other than the Excluded Assets and Consent Assets subject to Section 1.3) are collectively referred to in this Agreement as the “Property”): (a) all Transferred Assets.” Without limitation of Hersha Owner’s rightthe foregoing, the Transferred Assets shall include Sellers’ rights, title and interest in and to the land described on Exhibit A hereto with all rights, privileges following assets and easements appurtenant thereto (collectively, the “Real Property”); (b) all of Hersha Owner’s right, title, and interest in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel on hand properties as of the Closing Date, but specifically excluding except to the extent that any of the following are enumerated in Section 1.1(b) as being Excluded Assets: (xi) all accounts or notes receivable of the Business; (ii) all Artifacts and Exhibitry (provided, however, for the avoidance of doubt, that Purchaser shall obtain title to any Artifacts and Exhibitry owned by RMST through Purchaser’s acquisition of the RMST Shares); (iii) all tangible Inventory related to or intangible personal property and/or trade fixtures owned used in connection with the Business; (iv) all prepaid expenses, credits, advance payments, security, deposits, charges, sums and fees of the Business; (v) all of Sellers’ rights, title and interests in and to the Seller Intellectual Property; (vi) all rights existing under each Contract or leased by tenants and/or occupantsarrangement set forth on Section 1.1(a)(vi) of the Seller Disclosure Letter, concessionaireswhich such Section of the Seller Disclosure Letter Purchaser has a right to supplement, licensees, guests, amend or employees of Holiday Hospitality Franchising, Inc. modify following the date hereof and prior to the sale hearing in the Bankruptcy Cases in its sole discretion (the “FranchisorAssumed Contracts”); (vii) all Books and Records, or Hotel Manager or any including files, invoices, personnel files for Transferred Employees, OSHA exposure and monitoring records, customer and supplier lists, sales and promotional literature, manuals and customer correspondence owned by the Sellers that are related to the Business and/or the Transferred Assets, to the extent not subject to claims of their respective affiliates as described on Schedule 1.3(cattorney-client privilege, and which are otherwise permitted to be transferred by applicable Law; (viii) hereto, (y) any and all alcoholic beveragesPermits, but only to the extent that such Permits may be transferred under applicable Law; (ix) all Equipment and Machinery used in connection with the Business; (x) the Real Property Leases set forth on Section 1.1(a)(x) of the Seller Disclosure Letter, which such Section of the Seller Disclosure Letter Purchaser has a right to supplement, amend or modify following the date hereof and prior to the sale hearing in the Bankruptcy Cases in its sole discretion (the “Assumed Real Property Leases”), including any applicable law prohibits the transfer of alcoholic beverages to Owner JVprepaid rent, security deposits, and options to renew in connection therewith; (zxi) all goodwill associated with the Transferred Assets or the Business; (xii) the RMST Shares; (xiii) all rights of any Seller under non-disclosure or confidentiality, noncompete, or nonsolicitation agreements with current or former employees, directors, independent contractors and agents of any Seller or with third parties for the benefit of any Seller, in each case to the extent relating to the Business, the Transferred Assets and/or the Assumed Liabilities (or any portion thereof); (xiv) all telephone numbers, fax numbers, e-mail addresses, websites, URLs, Internet domain names (including all sub-domain names and extensions thereof and thereto), and social media accounts (including related usernames and other social identifiers) owned or licensed by any Seller; (xv) the amount of, and all rights to any, insurance proceeds received by any Seller in respect of (A) the loss, destruction or condemnation of any Transferred Assets occurring prior to, on or after the Closing or (B) any Assumed Liabilities; (xvi) any and all cash-on-handclaims, FF&E reservescauses of action, and ▇▇▇▇▇ cash fundsdefenses, counterclaims, or settlement agreements of Sellers arising out of or relating to the Business, the Transferred Assets and/or Assumed Liabilities; (xvii) the Owned Real Property, as set forth or described in Section 3.12(a) of the Seller Disclosure Letter; and (iixviii) to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation assets set forth on Section 1.1(a)(xviii) of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7Seller Disclosure Letter.

Transferred Assets. Subject (a) Assuming the receipt of all required Consents of Third Parties and providing all required notices to Third Parties in connection with the transactions contemplated by the Transaction Agreements, and taking into account the rights and services offered or made available to Purchaser and its Affiliates under the Transaction Agreements, except for (i) the Non-Scheduled Contracts and the Shared Administrative Licenses, (ii) those assets, properties and rights that (A) are used in the ordinary operation of any business, such as cash and working capital, or (B) are tangible personal property, office space, furniture, office equipment, and legal, finance, accounting, engineering, real estate, IT and other administrative services that may be commercially acquired, (iii) the services provided to the terms Business by employees of Seller or any of its Affiliates other than the Transferred Employees, (iv) those assets, properties and conditions rights described in Section 2.2 and (v) those properties, assets and rights set forth in Section 4.6(a) of this the Seller Disclosure Schedule, as of immediately after the Closing, Purchaser will have the benefit of all of the properties, assets and rights (including all Intellectual Property) that are sufficient in all material respects to conduct the Business immediately after the Closing substantially as conducted by the Divesting Entities, as applicable, as of immediately prior to the Closing. (b) The Divesting Entities, taken together, have, or as of the Closing Date will have, good and valid title to all Transferred Assets (other than (i) those that are leased or licensed assets, as to which assets, the Divesting Entities, taken together, will have valid lease or license or license rights, as applicable, and (ii) those that are depleted, sold or disposed of in the ordinary course of the Business), in each case free and clear of all Liens, except for Permitted Liens. This Section 4.6(b) does not relate to (x) real property or interests in real property, or (y) Contracts, which are the subject of Section 4.8. (c) The Transferred Products (i) are free from material defects in design and (ii) not subject to any recall, safety notice or mandatory return program (nor has Seller received any such written notice or request from a Governmental Entity to take such action). During the past three (3) years, the Divesting Entities have stored, handled, packaged, labeled, and shipped Transferred Products and Prior Products in accordance with industry standards. All of the Transferred Products and Prior Products conform in all material respects to applicable specifications, warranties and contractual commitments. (d) The Transferred Inventory and Transferred Wafer are (x) useable or saleable in the ordinary course of business consistent with past practice and (y) free from material defect in manufacture, materials and workmanship. A complete and accurate list of Transferred Inventory, including quantities and location, as of January 31, 2026 is set forth in Section 4.6(d)(i) of the Seller Disclosure Schedule. Except as set forth on Section 4.6(d)(ii) of the Seller Disclosure Schedule, none of the Divesting Entities has received within the past three (3) years any notice of and there are no pending or, to the Knowledge of Seller, threatened warranty claims, product quality claims, product defect claims or return requests relating to any of the Transferred Inventory Transferred Products or Prior Products. (e) Section 4.6(e) of the Seller Disclosure Schedule lists the following: (i) The physical location of all material (A) Transferred Inventory, (B) Transferred Equipment and (C) Transferred Masks, in each case as of the date hereof; (ii) The office locations of the Employees as of the date hereof; (iii) Third Party Intellectual Property used for (A) product design, development, manufacture, or testing in the design environment for the Transferred Products, (B) production and quality assurance, (C) enterprise resource planning, and (D) the other services provided by Seller to Purchaser under the Transition Services Agreement; and (iv) Third Party Intellectual Property that subsists in the Design Database (excluding any archival data). (f) Section 4.6(f) of the Seller Disclosure Schedule sets forth the warranty returns for Transferred Products for the years ended December 31, 2023, 2024 and 2025. (g) The Transferred Equipment and Transferred Masks are, in all material respects, in good working condition and operate and performs in a manner sufficient to conduct the Business (ordinary wear and tear excepted) and is not adversely affected by any malicious code, ransomware, malware or other compromise. (h) The Shared Equipment Schedule delivered pursuant to Section 6.16(b) will contain, as of the Closing Datedate of delivery, Hersha Owner agrees a complete description of all machinery and equipment owned by Seller and its Affiliates that is material to transfer to Owner JVthe design, free development, production, manufacture, testing and clear quality assurance processes of liens and encumbrances the Transferred Products, other than the Permitted Exceptions, and Owner JV agrees to receive from Hersha Owner, all of the following items (collectively, the “Property”): (a) all of Hersha Owner’s right, title and interest in and to the land described on Exhibit A hereto with all rights, privileges and easements appurtenant thereto (collectively, the “Real Property”); (b) all of Hersha Owner’s right, title, and interest in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned Transferred Equipment or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel on hand as of the Closing Date, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (ii) to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner Retained Equipment described in Section 2.2(g)(i) and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or propertyii), including, without limitation, (1) utility and development rights and 7.

Transferred Assets. (a) Subject to the terms and conditions of this AgreementAgreement and in consideration of the obligations of the Buyer as provided herein, and except as otherwise provided in Section 12 hereof, at the Closing, LTI and Sub will sell, assign, transfer, grant, bargain, deliver and convey to the Buyer, free and clear of all Encumbrances, LTI's and Sub's entire right, title and interest in, to and under the Business, as a going concern, and all assets owned or used by LTI or Sub (other than Excluded Assets) in connection with, relating to or arising out of the Business of every type and description, tangible and intangible, wherever located and whether or not reflected on the books and records of LTI or Sub (all of such assets, properties, rights and business collectively referred to as the "Transferred Assets"), including, but not limited to: (i) all Real Property, including the Real Property reflected in the October Balance Sheet attached as Schedule 11; (ii) all Equipment, including the Equipment reflected in the October Balance Sheet; (iii) all Inventory, including the Inventory reflected in the October Balance Sheet except to the extent the Inventory set forth therein has been or is sold for value in the ordinary course of the Business between the date thereof and the Closing Date; (iv) all Accounts Receivable, including the Accounts Receivable reflected in the October Balance Sheet except to the extent the Accounts Receivable set forth therein have been or are collected in the ordinary course of the Business; (v) all Intellectual Property; (vi) subject to Section 11 hereof, all Entitlements as of the Closing Date, Hersha Owner agrees to transfer to Owner JV, free and clear including the benefits of liens and encumbrances other than the Permitted Exceptions, and Owner JV agrees to receive from Hersha Owner, all of the following items (collectively, the “Property”):Insurance Policies; (avii) all of Hersha Owner’s right, title prepaid expenses and interest in and deposits made by LTI relating to the land described on Exhibit A hereto Business; and (viii) any goodwill associated with all rights, privileges and easements appurtenant thereto (collectively, the “Real Property”);Business. (b) all LTI and Sub will use best efforts to obtain such consents of Hersha Owner’s rightthird parties as are necessary for the assignment of the Transferred Assets. To the extent that any of the Transferred Assets are not assignable by the terms thereof or consents to the assignment thereof cannot be obtained as provided herein, titlethe Transferred Assets will be held by LTI or Sub, as applicable, in trust for the Buyer and will be performed by the Buyer in the name of LTI or Sub, as applicable, and interest all benefits and obligations derived thereunder will be for the account of the Buyer; provided, however, that where entitlement of the Buyer to such Transferred Assets hereunder is not recognized by any third party, LTI or Sub, as applicable, will, at the request of the Buyer, enforce in a reasonable manner, at the cost of and to for the account of the Buyer, any and all buildingsrights of LTI or Sub, improvementsas applicable, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”);against such third party. (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel on hand as Within three days of the Closing Date, but specifically excluding (x) any LTI and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees Sub will notify each Person which may have possession of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) heretothe Transferred Assets at the Closing Date, (y) any and all alcoholic beverageswhether by consignment or otherwise, but only to the extent that any applicable law prohibits of the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (ii) such Transferred Assets to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7Buyer.

Transferred Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, as of at the Closing DateSecond Closing, Hersha Owner agrees Asset Seller shall sell, convey, assign, transfer and deliver to transfer to Owner JVIROP, and IROP shall purchase, acquire and accept from Asset Seller, free and clear of liens and encumbrances all Liens, other than the Permitted Exceptions, and Owner JV agrees to receive from Hersha Owner, Liens all of the following items (collectively, the “Property”): (a) all of Hersha OwnerAsset Seller’s right, title and interest in in, to and to under the land described on Exhibit A following assets, properties and rights of Asset Seller, except for the Excluded Assets hereto with all rights, privileges and easements appurtenant thereto (collectively, the “Real Transferred Assets”): (i) all rights under (A) the contracts set forth in Section 2.02(a)(i) of the Seller Disclosure Letter and (B) any other contracts that are Related to the Business and entered into by a Seller Party in accordance with this Agreement between the Agreement Date and the Second Closing Date, whether or not such contracts described in clauses (A) and (B) are considered Material Contracts (collectively, the contracts described in clauses (A) and (B) are referred to herein as the “Assumed Contracts”); (ii) all Tax Returns for the last six (6) years related solely to Taxes payable in connection with the Business; (iii) the leasehold interest of Asset Seller under the real property lease governing the leased real property listed on Section 2.02(a)(iii) of the Seller Disclosure Letter (the “Transferred Leased Property”); (biv) all of Hersha Owner’s right, title, and interest in and personal property that is Related to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”)Business; (cv) all of Hersha Owner’s right, title, Intellectual Property and interest in and Technology that is Related to all of the following (collectively, the “Personal Property”):Business; (ivi) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, Permits Related to the Business; (vii) (A) all corporate minute books (and other tangible personal property located at the Hotel similar corporate records) and owned stock records of Asset Seller, or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel on hand as of the Closing Date, but specifically excluding (xB) any books, records or other materials that Asset Seller is required by Law to retain; (viii) all causes of action, lawsuits, judgments, claims and all tangible demands of any nature available to or intangible personal property and/or trade fixtures owned or leased being pursued by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only Seller Party to the extent that any applicable law prohibits Related to the transfer Business, whether arising by way of alcoholic beverages counterclaim or otherwise, except to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash fundsthe extent relating to an Excluded Asset or an Excluded Liability; and (iiix) all assets, rights and properties set forth in Section 2.02(a)(ix) of the Seller Disclosure Letter. Notwithstanding the foregoing, the transfer of the Transferred Assets pursuant to this Agreement shall not include the assumption of any Liabilities related to the extent assignable at no cost or expense Transferred Assets unless IROP expressly assumes that Liability pursuant to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1Section 2.02(c) utility and development rights and 7below.

Transferred Assets. Subject to Upon the terms and subject to the conditions of this Agreement, as of at the Closing DateClosing, Hersha Owner Buyer agrees to transfer purchase and acquire (or cause one or more Buyer Designees to Owner JVpurchase and acquire) from the Selling Parties, and Seller agrees to sell, transfer, assign, deliver and convey to Buyer (or one or more Buyer Designees), or cause to be sold, transferred, assigned, delivered and conveyed to Buyer (or one or more Buyer Designees), free and clear of liens all Liens and encumbrances Share Encumbrances other than the Permitted Exceptions, and Owner JV agrees to receive from Hersha OwnerLiens, all of the Selling Parties’ right, title and interest in, to and under: (i) the Transferred Shares and (ii) the following items assets, as the same shall exist on the Closing Date, that are owned, lawfully held or possessed by the Selling Parties as the case may be (the assets identified in subsections (a) through (l) below as may be updated pursuant to Section 5.02, collectively, the “PropertyTransferred Assets”): (a) all of Hersha Owner’s rightthe collateral materials, title brochures, manuals, promotional materials, sales materials, display materials and interest in and product information materials exclusively related to the land described on Exhibit A hereto with all rights, privileges and easements appurtenant thereto (collectively, the “Real Property”)Products; (b) all of Hersha Owner’s rightthe fixed assets, titlemachinery, and interest in and to all buildingsequipment, improvements, tools and other items of real estate located tangible personal property that are described or listed on the Real Property Schedule 2.01(b) (collectively, the “Improvements,” and together with the Real Property, the “PremisesEquipment”); (c) all of Hersha Owner’s rightsubject to the need to obtain any required consent from any third party, titlethe Contracts that are listed on Schedule 2.01(c), and interest in any Prepayments paid by Seller or its Subsidiaries prior to the Closing with respect to such Contracts; (d) subject to the need to obtain any required consent from any third party, the Contracts, including the leasehold improvements therein and to all of rights appurtenant thereto, for Leased Real Property that are listed on Schedule 2.01(d) (such Contracts, together with the following (collectivelyContracts listed on Schedule 2.01(c), the “Personal PropertyAssumed Contracts”):), and any Prepayments paid by Seller or its Subsidiaries prior to the Closing with respect to such Contracts; (e) the Transferred Patents; (f) the Transferred Trade Secrets; (g) the Transferred Copyrights; (h) a list of current customers and suppliers of the Business; (i) items of tangible personal property consisting of all furniturelicenses and permits issued by a Governmental Authority necessary for the ownership, fixtures, equipment, machinery, and other tangible personal property located at the Hotel and owned lease or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel on hand as of the Closing DateTransferred Assets, but specifically excluding (x) any Transferred Sub and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any Transferred Shares and all alcoholic beverages, but only used exclusively in the Business to the extent that any applicable law prohibits such licenses and permits are transferable (the transfer “Permits”); (j) documents related exclusively to the Transferred Intellectual Property which are reasonably accessible to Seller; (k) such documents not otherwise recited in Section 2.01 that were exclusively developed for use in the design and development of alcoholic beverages the Products as are reasonably accessible to Owner JVSeller; and (l) all causes of action, claims, demands, rights and (z) any and all cash-on-handprivileges against third parties, FF&E reserveswhether liquidated or unliquidated, and fixed or contingent, ▇▇▇▇▇▇ cash funds; and or inchoate (“Claims”) that relate to the Transferred Assets or Transferred Shares other than Excluded Claims. The Transferred Intellectual Property (including the assets identified in clauses (e) through (g) above) and Intellectual Property assets of Transferred Sub shall be subject to any (i) licenses retained by Seller or granted to Seller pursuant to any Ancillary Agreement, (ii) licenses and Contracts with use restrictions existing on the date hereof granted to or by Seller or its Subsidiaries (other than those licenses, if any, which Seller was required to disclose hereunder as an Assumed Contract or Transferred Sub Contract or Contracts with use restrictions that Seller was required to disclose hereunder but failed to so disclose as of the date hereof or as provided in Section 5.02) and (iii) licenses or Contracts with use restrictions entered into by a Seller or its Subsidiaries in the ordinary course of the Business not in violation of this Agreement prior to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7Closing Date.

Transferred Assets. Subject to On the terms and subject to the conditions of set forth in this AgreementAgreement and subject to the exclusions set forth in Section 2.02(b), as of at the Closing DateClosing, Hersha Owner agrees GE shall, and shall cause the other Asset Sellers to, sell, convey, assign, transfer and deliver to transfer to Owner JVthe Acquiror (or its designated Affiliates), free and clear of liens and encumbrances other than the all Liens, except for Permitted ExceptionsLiens, and Owner JV agrees to receive the Acquiror (or its designated Affiliates) shall purchase, acquire and accept from Hersha OwnerGE and the other Asset Sellers, all of the following items (collectively, the “Property”): (a) all of Hersha Owner’s Asset Sellers’ right, title and interest in and to all of the land described on Exhibit A hereto with all assets, properties (whether real or personal), rights, privileges Contracts and easements appurtenant thereto claims Related to the Business (other than assets, properties, rights, Contracts and claims contained in the Business Subsidiaries) as the same shall exist on the Closing Date, including all assets, properties, rights, Contracts and claims shown on the Reference Balance Sheet not contained in the Business Subsidiaries, other than those assets disposed of since the date of the Reference Balance Sheet in the ordinary course of business consistent with past practice as permitted by this Agreement, and all assets Related to the Business acquired by the Asset Sellers after the date of the Reference Balance Sheet and prior to the Closing (collectively, the “Real Transferred Assets”). Without limiting the foregoing, the following shall be included among the Transferred Assets: (i) the owned real property listed in Section 2.02(a)(i) of the Disclosure Schedule (the “Transferred Owned Property”), together with all improvements, fixtures and all appurtenances thereto and rights in respect thereof, and, subject to Section 2.03, all interests, rights and benefits of the Asset Sellers Related to the Business under the leases and other agreements relating to the leased real property listed in Section 2.02(a)(i) of the Disclosure Schedule (the “Transferred Leased Property”); (bii) all of Hersha Owner’s rightraw materials, titlework-in-process, and interest in and to all buildingsfinished goods, improvements, supplies and other items inventories Related to the Business, including any such being held by (A) customers of real estate located on the Real Property Business pursuant to consignment arrangements, or (B) suppliers of the Business under tolling arrangements (collectively, the “Improvements,” and together with the Real Property, the “PremisesInventory”); (ciii) subject to Section 2.03, all rights under the Assumed Contracts, including the Assumed Contracts listed in Section 2.02(a)(iii) of the Disclosure Schedule; (iv) subject to Section 2.03, all rights under Intellectual Property licenses from third parties Related to the Business (the “Assumed IP Licenses”), including the licenses listed in Section 2.02(a)(iv) of the Disclosure Schedule; (v) all accounts, notes and other receivables arising out of Hersha Owner’s rightthe sale of goods of the Business other than VAT receivables; (vi) all expenses Related to the Business that have been prepaid by the Asset Sellers, titleincluding ad valorem Taxes and lease and rental payments; (vii) subject to Section 2.03, all claims, causes of action, defenses and rights of offset or counterclaim against third parties relating to the Transferred Assets or any Assumed Liability, including unliquidated rights under manufacturers’ and vendors’ warranties; (viii) all Company Intellectual Property and Company Technology; (ix) subject to Section 2.03, all licenses, permits or other governmental authorizations that are Related to the Business; (x) all books, records, files and papers, whether in hard copy or computer format, including engineering information, sales and promotional literature, manuals and data, sales and purchase correspondence, customer lists, lists of suppliers, personnel and employment records in each case that are Related to the Business and copies of any information relating to Taxes imposed on the Business, in each case other than (A) any books, records or other materials that the Asset Sellers are required by Law to retain (copies of which, to the extent permitted by Law, will be given or made available to the Acquiror) and (B) personnel and employment records for employees and former employees of the Asset Sellers who are not Transferred Employees; (xi) all computer software programs listed in Section 2.02(a)(xi) of the Disclosure Schedule and, subject to Section 2.03, all rights under licenses thereto; (xii) all goodwill that is Related to the Business; (xiii) all assets expressly transferred pursuant to Exhibit C hereof; (xiv) all rights and claims under any and all transferable warranties extended by suppliers, vendors, contractors, manufacturers and licensors Related to the Business, and interest all claims, defenses, causes of action, rights of recovery, rights of set off, and rights of recoupment Related to the Business or the Transferred Assets or the Assumed Liabilities (other than in each case any claims against GE or any of its Affiliates; provided, however, that nothing in this Section 2.02(a)(xiv) shall limit any claims, defenses, causes of action, rights of recovery, rights of set off, and to all rights of recoupment of the following (collectively, Acquiror or any Acquiror Indemnified Party under any Transaction Agreement or relating to the “Personal Property”):purchase and sale of goods and services in the ordinary course of business); (ixv) items all insurance proceeds received or receivable under any insurance policy written prior to the Closing Date in connection with (I) the damage or complete destruction of tangible personal property consisting any of all furniture, fixtures, equipment, machinerythe Transferred Assets prior to the Closing that would have been included in the Transferred Assets but for such damage or complete destruction, and (II) subject to Section 5.06, any Assumed Liability; (xvi) other tangible personal property located at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like than with respect to sales of Inventory in the Hotel on hand as ordinary course of business consistent with past practice, all proceeds net of expenses incurred in connection with the sale, transfer or settlement, resulting from (A) any sales or transfers from and after the date hereof through the Closing Date, (that are permitted pursuant to Section 5.01) of any asset that would have been included in the Transferred Assets but specifically excluding for such sale or transfer or (xB) any settlement from and all tangible after the date hereof through the Closing of any claims or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees other causes of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, action that would have been included in the Transferred Assets but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash fundsfor such settlement; and (iixvii) all other assets, properties or rights of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, licensed or otherwise held or used by the Asset Sellers or their Affiliates and Related to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7Business.

Transferred Assets. (a) Subject to the terms and conditions of this Agreement, as Agreement and in consideration of the Closing Dateobligations of the Buyer as provided herein, Hersha Owner agrees and except as otherwise provided in Section 1.2 hereof, at the Closing, the Sellers shall sell, assign, transfer, grant, bargain, deliver and convey to transfer to Owner JVthe Buyer, free and clear of liens and encumbrances other than the Permitted Exceptions, and Owner JV agrees to receive from Hersha Owner, all of the following items (collectivelyLiens, the “Property”): (a) all of Hersha Owner’s Sellers' entire right, title and interest in, to and under the Business, as a going concern, and all assets owned or used by the Sellers in connection with or arising out of the Business of every type and description, tangible and intangible, wherever located and whether or not reflected on the books and records of the Sellers (all of such assets, properties, rights and business being hereinafter sometimes collectively referred to as the "Transferred Assets"), including, but not limited to, (i) all Equipment, including the Equipment set forth in Section 1.1(a)(i) of the Disclosure Schedule; (ii) all Inventories, including the Inventories set forth in Section 1.1(a)(ii) of the Disclosure Schedule; (iii) all trade and other accounts and notes receivable relating to the land described on Exhibit A hereto with Business (the "Accounts Receivable"), including the Accounts Receivable set forth in Section 1.1(a)(iii) of the Disclosure Schedule; (iv) all rightsReal Property, privileges and easements appurtenant thereto including the Real Property set forth in Section 1.1(a)(iv) of the Disclosure Schedule; (collectivelyv) the Leasehold Interests, including the Leasehold Interests set forth in Section 1.1(a)(v) of the Disclosure Schedule; (vi) all Proprietary Information, including the Proprietary Information set forth in Section 1.1(a)(vi) of the Disclosure Schedule; (vii) subject to Section 1.1(b) hereof, the “Real Property”benefit of all unfilled or outstanding purchase orders, sales contracts, other commitments, contracts and engagements to which the Sellers are entitled on the Closing Date and that relate to the Business (the "Entitlements"); (viii) all prepaid expenses and deposits made by the Sellers relating to the Business; (ix) any goodwill associated with the Business; and (x) all Contracts and Other Agreements and all Documents and Other Papers. (b) all the Sellers shall use their best efforts to obtain such consents of Hersha Owner’s right, title, and interest in and third parties as are necessary for the assignment of the Transferred Assets. To the extent that any of the Transferred Assets are not assignable by the terms thereof or for which consents to all buildings, improvements, and other items of real estate located on the Real Property (collectivelyassignment thereof cannot be obtained as provided herein, the “Improvements,” Transferred Assets shall be held by the Sellers in trust for the Buyer and together with shall be performed by the Real PropertyBuyer in the name of the Sellers and all benefits and obligations derived thereunder shall be for the account of the Buyer; provided, however, that where entitlement of the Buyer to any of the Transferred Assets that are not assignable by the terms thereof or for which consents to the assignment thereof cannot be obtained as provided herein is not recognized by any third party, the “Premises”);Sellers shall, at the request of the Buyer, enforce in a reasonable manner, at the cost of the Sellers and for the account of the Buyer, any and all rights of the Sellers against such third party. (c) all of Hersha Owner’s right, title, and interest in and to all The Sellers shall notify each Person that may have possession of the following (collectively, the “Personal Property”): (i) items of tangible personal property consisting of all furniture, fixtures, equipment, machinery, and other tangible personal property located Transferred Assets at the Hotel and owned or leased by Hersha Lessee, including, without limitation, all inventories of food and beverage in opened containers and all in-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect to the Hotel on hand as of the Closing Date, but specifically excluding (x) any and all tangible whether by consignment or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupantsotherwise, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager or any of their respective affiliates as described on Schedule 1.3(c) hereto, (y) any and all alcoholic beverages, but only to the extent that any applicable law prohibits the transfer of alcoholic beverages to Owner JV, and (z) any and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash funds; and (ii) such Transferred Assets to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7Buyer.

Transferred Assets. Subject to On the terms and subject to the conditions of set forth in this AgreementAgreement and subject to Section 2.03 and the exclusions set forth in Section 2.02(b), as of at the Closing DateClosing, Hersha Owner agrees the Asset Sellers shall sell, convey, assign, transfer and deliver to transfer to Owner JVthe Acquiror, and the Acquiror shall purchase, acquire and accept from the Asset Sellers, free and clear of liens and encumbrances all Liens other than the Permitted Exceptions, and Owner JV agrees to receive from Hersha Owner, all of the Asset Sellers’ right, title and interest in, to and under all of the following items assets and properties, as the same shall exist immediately prior to the Closing (collectively, the “Property”): (a) all of Hersha Owner’s right, title and interest in and to the land described on Exhibit A hereto with all rights, privileges and easements appurtenant thereto (collectively, the “Real Property”); (b) all of Hersha Owner’s right, title, and interest in and to all buildings, improvements, and other items of real estate located on the Real Property (collectively, the “Improvements,” and together with the Real Property, the “Premises”); (c) all of Hersha Owner’s right, title, and interest in and to all of the following (collectively, the “Personal PropertyTransferred Assets”): (i) items of tangible all raw materials, work-in-process, finished goods or products, supplies and other inventories Related to the Business (collectively, the “Inventory”); (ii) all Business Contracts, including all Material Contracts but excluding Seller Business IP Agreements (collectively, together with the Assumed IP Agreements, the “Assumed Contracts”); (iii) all personal property consisting of all furnitureand interests therein, fixturesincluding machinery, equipment, machineryfurniture, furnishings, office equipment, communications equipment, vehicles, spare and replacement parts, fuel and other tangible personal property located at property, in each case Related to the Hotel Business, including the items listed in Section 2.02(a)(iii) of the Disclosure Letter; (iv) all Business Intellectual Property and owned Business Technology; (v) all Business Contracts that are Seller Business IP Agreements (and all rights of the Asset Sellers under such Business Contracts), including those agreements that are listed in Section 2.02(a)(v) of the Disclosure Letter (collectively, the “Assumed IP Agreements”); (vi) all accounts, notes and other receivables arising out of the sale of goods or leased products of the Business or otherwise Related to the Business; (vii) all expenses Related to the Business that have been prepaid by Hersha Lesseethe Asset Sellers, including, without limitationincluding ad valorem Taxes and lease and rental payments; (viii) other than any Excluded Assets described in Section 2.02(b)(viii) and Section 2.02(b)(xix) below, all inventories causes of food and beverage in opened containers and all inaction, claims (including counterclaims), credits, demands, remedies or rights of set-use or stock of linens, china, glassware, silver, uniforms, towels, paper goods, stationery, soaps, cleaning supplies and the like with respect off against third parties relating to the Hotel on hand as Business, any of the Closing Date, but specifically excluding (x) any and all tangible or intangible personal property and/or trade fixtures owned or leased by tenants and/or occupants, concessionaires, licensees, guests, or employees of Holiday Hospitality Franchising, Inc. (“Franchisor”), or Hotel Manager Transferred Assets or any of their respective affiliates Assumed Liability as described on Schedule 1.3(cwell as any books, records and privileged information relating thereto; (ix) heretoall governmental licenses, (y) any and all alcoholic beveragespermits or other governmental authorizations that are Related to the Business, but only except to the extent that any applicable law prohibits the transfer thereof would violate or would not be permitted or effective under applicable Law or the terms of alcoholic beverages such license or such license is otherwise not transferable (collectively, the “Transferred Permits”); (x) other than any Excluded Assets of the type described in Section 2.02(b)(v), Section 2.02(b)(viii), Section 2.02(b)(xiv), Section 2.02(b)(x) or Section 2.02(b)(xvii) below, all books, records, databases, documentation, files and papers, whether in hard copy or computer format, including sales and promotional literature, manuals and data, sales and purchase correspondence, customer lists, lists of suppliers, personnel and Employee Records, in each case that are Related to Owner JVthe Business; (xi) all goodwill of the Business; (xii) all assets, rights and properties of or relating to any Employee Plan that (zA) are transferred to the Acquiror or to any employee benefit plan maintained by the Acquiror, as expressly provided in Article VI or (B) are associated with or attributable to any Assumed Employee Plan (collectively, “Transferred Employee Plan Assets”); (xiii) all shares of capital stock listed in Section 2.02(a)(xiii) of the Disclosure Letter (the “Asset Seller Minority Investments”); (xiv) all assets, rights and all cash-on-hand, FF&E reserves, and ▇▇▇▇▇ cash fundsproperties of the Asset Sellers listed in Section 2.02(a)(xiv) of the Disclosure Letter; and (iixv) other than any Excluded Assets, all other assets, properties or rights of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are Related to the extent assignable at no cost or expense to Hersha Owner, all intangible personal property owned or possessed by Hersha Owner and used exclusively in connection with the ownership or operation of the Hotel (and not in connection with any other hotel or property), including, without limitation, (1) utility and development rights and 7Business.