Chief Executive Officer. The Chief Executive Officer will have the management authority to operate the day-to-day aspects of the Business pursuant to the approved Annual Budget (as defined below); provided, however, that the Chief Executive Officer may not cause any Acquired Company to exceed any particular expense line-item in the Annual Budget without the approval of the Board. [[P. De Kroon:Person]] shall initially be the Chief Executive Officer of the Company; provided, however that subject to the provisions of Section 5 hereof, he may be removed as Chief Executive Officer by the Board at any time.

Chief Executive Officer. To the extent permitted by Applicable Laws, the Board may delegate to the Company’s Chief Executive Officer the authority to: # grant Awards to Employees who are not subject to Section 16 of the Exchange Act and # to make all other determinations with respect thereto, subject to any additional limitations or requirements specified by the Board. Any delegate under this subsection # shall serve at the pleasure of, and may be removed at any time by, the Board.

Direction from Chief Executive Officer. Employee will report to the Chief Executive Officer of the Company for direction and guidance as to the performance of the duties of Employee under this Agreement. To facilitate communication between Employee and the Chief Executive Officer, Employee will report on the status of the activities of Employee and the performance of the duties of Employee to the Chief Executive Officer at such times as Employee may be reasonably requested to do so.

/s/ [[Individual Borrower:Organization]]

a Delaware limited liability company

a Delaware limited liability company

a Delaware limited liability company

Chief Operating Officer. The Chief Operating Officer shall have such powers and perform such duties as may be assigned to him or her from time to time by the Board or the President which shall include the day to day operations of the Company and the management of the hotels owned by Sotherly.

Chief Financial Officer . Except as hereinafter provided, the Chief Financial Officer of the Principal Sponsor may delegate or re-delegate and allocate and reallocate to one or more persons or to a committee of persons jointly or severally, and whether or not such persons are directors, officers or employees, such functions assigned to the Principal Sponsor hereunder as the Chief Financial Officer may from time to time deem advisable.

Retirement of the Chief Executive Officer. In the event of a termination of Employment of the Chief Executive Officer of the Company (the “Chief Executive Officer”) by reason of the Chief Executive Officer’s Retirement (as defined below) occurring after the date hereof and before the end of the Performance Period and before the occurrence of a Change in Control of AAWW, the Payable Amount shall be payable as if the Chief Executive Officer’s Employment had continued during the entire Performance Period. Subject to Section 7, the Payable Amount, if any (calculated as provided in Section 5.2) shall not be delivered until after the Determination Date. For purposes of this Program, “Retirement” shall mean a termination of the Chief Executive Officer’s Employment with the Company for any reason other than Cause on or after the Chief Executive Officer’s attainment of age sixty (60) and ten (10) years of service with the Company; provided, however, that a voluntary resignation from Employment shall not be considered Retirement for purposes of the Program unless # the Chief Executive Officer shall have given not less than six (6) months’ advance written notice of such proposed retirement to the Chair of the Board (or such lesser period of notice as may be determined by the Board) and # a majority of the members of the Board (disregarding the Chief Executive Officer’s membership on the Board for these purposes) has approved such proposed retirement as a Retirement entitling the Chief Executive Officer to vesting under this [Section 6.4(d)] or Section 7, as applicable.