one hundred thousand dollars Uses in Adjustment Clause

Adjustment from Contribution Agreement

THIS CONTRIBUTION AGREEMENT (this Agreement) is made as of the 23 day of August, 2004 (the Effective Date) by and among the entities identified on Schedule 1 attached hereto (each a Contributor and collectively, the Contributors), and MHI Hospitality LP, a Delaware limited partnership (Acquiror).

Adjustment. The term Purchased Working Capital shall mean the agreed upon sum of one hundred thousand dollars ($100,000) which amount represents the Companys good faith estimate of the Companys current assets shown on the Hotel balance sheet (exclusive of any FF&E Reserves) less the Companys current liabilities shown on the Hotel balance sheet at the close of business on the Closing Date. The Contributors shall be permitted an opportunity to review the books and records of the Company prior to the Closing Date (and for sixty (60) days thereafter) to verify the calculation of Purchased Working Capital and all other working capital as of the Closing Date. Within such sixty (60) day period, the parties hereto agree to calculate actual working capital as of the Closing Date (including any amounts in any escrow or reserve accounts as of the Closing Date). In the event that actual working capital at Closing is more or less than the Purchased Working Capital, then the Contributors shall pay to the Acquiror an amount equal to the amount by which actual working capital as of the Closing Date is less than the Purchased Working Capital, and the Acquiror will pay to the Contributors an amount equal to the amount by which actual working capital as of the Closing Date exceeds the Purchased Working Capital. Any such amount payable by the Acquiror to the Contributors shall be allocated among the Contributors in proportion to the number of Units issuable to each Contributor pursuant to Schedule 1 hereof. Each Contributor shall bear its pro rata portion of any amount payable by the Contributors to the Acquiror on the basis of the number of Units issuable to each Contributor hereunder. Each Contributor (by its execution hereof) hereby acknowledges and agrees any such adjustments shall be paid in cash to the party entitled thereto, and such adjustments shall be deemed final. Payment, if any, shall be made within 15 days of calculating working capital as of the Closing Date.

Adjustment from Contribution Agreement

THIS CONTRIBUTION AGREEMENT (this Agreement) is made as of the 23 day of August, 2004 (the Effective Date) by and among the entities identified on Schedule 1 attached hereto (each a Contributor and collectively, the Contributors), and MHI Hospitality LP, a Delaware limited partnership (Acquiror).

Adjustment. The term Purchased Working Capital shall mean the agreed upon sum of one hundred thousand dollars ($100,000) which amount represents the Companys good faith estimate of the Companys current assets shown on the Hotel balance sheet (exclusive of any FF&E Reserves) less the Companys current liabilities shown on the Hotel balance sheet at the close of business on the Closing Date. The Contributors shall be permitted an opportunity to review the books and records of the Company prior to the Closing Date (and for sixty (60) days thereafter) to verify the calculation of Purchased Working Capital and all other working capital as of the Closing Date. Within such sixty (60) day period, the parties hereto agree to calculate actual working capital as of the Closing Date (including any amounts in any escrow or reserve accounts as of the Closing Date). In the event that actual working capital at Closing is more or less than the Purchased Working Capital, then the Contributors shall pay to the Acquiror an amount equal to the amount by which actual working capital as of the Closing Date is less than the Purchased Working Capital, and the Acquiror will pay to the Contributors an amount equal to the amount by which actual working capital as of the Closing Date exceeds the Purchased Working Capital. Any such amount payable by the Acquiror to the Contributors shall be allocated among the Contributors in proportion to the number of Units issuable to each Contributor pursuant to Schedule 1 hereof. Each Contributor shall bear its pro rata portion of any amount payable by the Contributors to the Acquiror on the basis of the number of Units issuable to each Contributor hereunder. Each Contributor (by its execution hereof) hereby acknowledges and agrees any such adjustments shall be paid in cash to the party entitled thereto, and such adjustments shall be deemed final. Payment, if any, shall be made within 15 days of calculating working capital as of the Closing Date.

Adjustment from Contribution Agreement

THIS CONTRIBUTION AGREEMENT (this Agreement) is made as of the 23 day of August, 2004 (the Effective Date) by and among the entities identified on Schedule 1 attached hereto (each a Contributor and collectively, the Contributors), and MHI Hospitality LP, a Delaware limited partnership (Acquiror).

Adjustment. The term Purchased Working Capital shall mean the agreed upon sum of one hundred thousand dollars ($100,000) which amount represents the Companys good faith estimate of the Companys current assets shown on the Hotel balance sheet (exclusive of any FF&E Reserves) less the Companys current liabilities shown on the Hotel balance sheet at the close of business on the Closing Date. The Contributors shall be permitted an opportunity to review the books and records of the Company prior to the Closing Date (and for sixty (60) days thereafter) to verify the calculation of Purchased Working Capital and all other working capital as of the Closing Date. Within such sixty (60) day period, the parties hereto agree to calculate actual working capital as of the Closing Date (including any amounts in any escrow or reserve accounts as of the Closing Date). In the event that actual working capital at Closing is more or less than the Purchased Working Capital, then the Contributors shall pay to the Acquiror an amount equal to the amount by which actual working capital as of the Closing Date is less than the Purchased Working Capital, and the Acquiror will pay to the Contributors an amount equal to the amount by which actual working capital as of the Closing Date exceeds the Purchased Working Capital. Any such amount payable by the Acquiror to the Contributors shall be allocated among the Contributors in proportion to the number of Units issuable to each Contributor pursuant to Schedule 1 hereof. Each Contributor shall bear its pro rata portion of any amount payable by the Contributors to the Acquiror on the basis of the number of Units issuable to each Contributor hereunder. Each Contributor (by its execution hereof) hereby acknowledges and agrees any such adjustments shall be paid in cash to the party entitled thereto, and such adjustments shall be deemed final. Payment, if any, shall be made within 15 days of calculating working capital as of the Closing Date.