THIRD AMENDMENT TO CONTRIBUTION AGREEMENT
THIRD AMENDMENT TO CONTRIBUTION AGREEMENT
This THIRD AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”) is made as of the 10th day of May 2022 (the “Amendment Date”) by and among Lodging Fund REIT III OP, LP, a Delaware limited partnership (the “Operating Partnership”), and RLC V RIFC, LLC, a Colorado limited liability company (the “Contributor”).
WHEREAS, Contributor and Operating Partnership entered into that certain Contribution Agreement dated February 1, 2022 (the “Agreement”) as amended by the First Amendment on March 24, 2022, and as amended by the Second Amendment on April 29, 2022 for the contribution of a 113-room hotel business known as the Residence by Marriott Fort Xxxxxxx located at 0000 Xxxxxxxx Xxxxx, Xxxx Xxxxxxx, Xxxxxxxx 00000 (the “Property”);
WHEREAS, during the course of Operating Partnership’s due diligence studies, the Operating Partnership has realized that it will need an extension to the Due Diligence Period (as defined in the Agreement);
NOW THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:
a. | Prior to rendering an unconditional Notice of Satisfaction, the Contributor shall cure the defects identified in the March 24, 2022 as revised on April 11, 2022 Partner Engineering Zoning Report Exhibit D (Regulatory Defects), and any such cure shall be determined satisficed at the complete discretion of the Operating Partnership, which shall not be limited to only an administrative cure should such attempts to cure by the Contributor identify physical building defects causing an inspection and regulatory defect. If such cure is not complete by May 31, 2022 then the Operating Partnership may elect to terminate the Agreement and obtain a complete return of its Xxxxxxx Money. |
IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as of the day and year first above written.
SELLER:
RLC V RIFC, LLC
a Colorado limited liability company
By: _/s/ Xxxxxxx Xxxxx______
Xxxxxxx Xxxxx, Manager
[OPERATING PARTNERSHIP’S SIGNATURE PAGE TO FOLLOW]
OPERATING PARTNERSHIP:
LODGING FUND REIT III OP, LP
A Delaware limited partnership
By: Lodging Fund REIT III, Inc.
Its: General Partner
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Chief Investment Officer