0001193125-04-174581 Sample Contracts

CONTRIBUTION AGREEMENT
Contribution Agreement • October 20th, 2004 • MHI Hospitality CORP • Real estate investment trusts • Virginia

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of the 23rd day of August, 2004 (the “Effective Date”) by and among KDCA Partnership, a Maryland general partnership (“KDCA”), MAVAS LLC, a Georgia limited liability company (“MAVAS”), and MHI Hospitality LP, a Delaware limited partnership (the “Acquiror”).

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LEASE AGREEMENT DATED AS OF , 2004 BETWEEN [OWNER ENTITY] AS LESSOR AND MHI HOSPITALITY TRS, LLC AS LESSEE
Lease Agreement • October 20th, 2004 • MHI Hospitality CORP • Real estate investment trusts

THIS LEASE AGREEMENT (hereinafter called “Lease”), is made as of the day of , 2004, by and between [Owner Entity], a [ ] (hereinafter called “Lessor”), and MHI Hospitality TRS, LLC, a Delaware limited liability company (hereinafter called “Lessee”), and provides as follows:

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • October 20th, 2004 • MHI Hospitality CORP • Real estate investment trusts • Maryland

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of the 19th day of August, 2004 (the “Effective Date”) by and among Accord LLC, a Maryland limited liability company (“Accord”), West Laurel Corporation, a Maryland corporation (“West Laurel” with Accord, the “Sellers” and individually a “Seller”), and MHI Hotels Services, L.L.C., a Delaware limited liability company (the “Buyer”).

STRATEGIC ALLIANCE AGREEMENT
Strategic Alliance Agreement • October 20th, 2004 • MHI Hospitality CORP • Real estate investment trusts • Maryland

THIS STRATEGIC ALLIANCE AGREEMENT (“Agreement”) is made and entered into as of the th day of 2004 (the “Effective Date”) by and among (i) MHI Hospitality, L.P., a Delaware limited partnership (the “Partnership”), (ii) MHI Hospitality Corporation, a Maryland corporation and the general partner of the Partnership (the “REIT”) (the REIT and the Partnership are sometimes collectively referred to herein as the “Company”), and (iii) MHI Hotels Services LLC (“MHI Hotels Services”).

CONTRIBUTION AGREEMENT
Contribution Agreement • October 20th, 2004 • MHI Hospitality CORP • Real estate investment trusts • Pennsylvania

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of the 8th day of September, 2004 (the “Effective Date”) by and among Elpizo Limited Partnership, a Pennsylvania limited partnership (the “Partnership”), Phileo Land Corporation, a Delaware corporation (the “Company”) (each a “Seller” and collectively, the “Sellers”), and MHI Hospitality LP, a Delaware limited partnership (the “Buyer”).

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