Sotherly Hotels (SOHO) investor relations material

Executive summary

• Entered into a Sale, Purchase and Escrow Agreement on July 24, 2025, to sell the parking garage portion of the Georgian Terrace hotel in Atlanta, GA, for $17.75 million to Banyan Street Capital LLC, with Metropolitan Title Agency, Inc. as escrow agent.

• The agreement covers the sale of real property, improvements, entitlements, parking agreements, personal property, and certain intangible property related to the parking garage.

• The agreement includes detailed provisions for deposits, investigation period, closing conditions, prorations, and remedies for default.

• The agreement was amended three times to extend the investigation period, with the final extension to November 14, 2025.

Significant events and developments

• The initial deposit of $250,000 was required, with an additional $250,000 after the investigation period if not terminated.

• The agreement allowed for termination by the purchaser during the investigation period for any reason, with return of the deposit.

• The closing was subject to several conditions, including unique tax folio assignment, governmental approvals, and lender consent.

• The agreement was amended on September 9, September 29, and October 31, 2025, each time extending the investigation period, ultimately to November 14, 2025.

• The agreement provided for specific remedies in case of default by either party, including liquidated damages and reimbursement of costs.

• The agreement required termination of certain leases and management agreements related to the property at closing.

Capital allocation and financing

• The purchase price of $17.75 million was to be paid in cash at closing, with deposits held in escrow and credited toward the purchase price.

• Seller responsible for certain closing costs, including title insurance, transfer taxes, and termination of service contracts; purchaser responsible for due diligence and financing costs.