Exhibit 10.1

EXECUTION VERSION

INDEPENDENT CONTRACTOR AGREEMENT

This INDEPENDENT CONTRACTOR AGREEMENT (this “Agreement”) is made as of May 21, 2018 between Red Lion Hotels Corporation, a Washington corporation (hereinafter called the “Company”), and Roger Bloss, an individual (hereinafter called “Contractor”).

The parties hereto wish to enter into this Agreement to set forth the basis on which Contractor will perform consulting services for the Company and with respect to certain other matters in connection with such engagement, all as set forth more fully in this Agreement.

In consideration of the facts, mutual promises and covenants contained herein, and intending to be legally bound, the Company and Contractor agree as follows:

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[Signature page follows.]

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IN WITNESS HEREOF , the parties have executed this Agreement on the day and year first above written, intending to be legally bound.

Address :

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EXHIBIT A

SERVICES; FEE SCHEDULE

Services:

Fee Schedule :

$10,000 per month during the Term.

In addition, Contractor shall each be eligible for a mutually agreed referral fee for any new hotel franchisee referred to the Company that enters into a franchise agreement for a Red Lion brand. Such referral fee shall be determined by the parties in good faith on a case-by-case basis.

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Exhibit 10.2

EXECUTION VERSION

INDEPENDENT CONTRACTOR AGREEMENT

This INDEPENDENT CONTRACTOR AGREEMENT (this “Agreement”) is made as of May 21, 2018 between Red Lion Hotels Corporation, a Washington corporation (hereinafter called the “Company”), and Bernard T. Moyle, an individual (hereinafter called “Contractor”).

The parties hereto wish to enter into this Agreement to set forth the basis on which Contractor will perform consulting services for the Company and with respect to certain other matters in connection with such engagement, all as set forth more fully in this Agreement.

In consideration of the facts, mutual promises and covenants contained herein, and intending to be legally bound, the Company and Contractor agree as follows:

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[Signature page follows.]

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IN WITNESS HEREOF , the parties have executed this Agreement on the day and year first above written, intending to be legally bound.

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EXHIBIT A

SERVICES; FEE SCHEDULE

Services:

Fee Schedule :

$10,000 per month during the Term.

In addition, Contractor shall each be eligible for a mutually agreed referral fee for any new hotel franchisee referred to the Company that enters into a franchise agreement for a Red Lion brand. Such referral fee shall be determined by the parties in good faith on a case-by-case basis.

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Exhibit 10.3

EXECUTION VERSION

RED LION HOTELS CORPORATION

May 21, 2018

VIA EMAIL

Roger Bloss

Executive Vice President and

President of Global Development

Roger.Bloss@rlhco.com

Bernie Moyle

Executive Vice President and

Chief Operating Officer

Bernie.Moyle@rlhco.com

Dear Roger and Bernie:

Reference is hereby made to the following documents:

A. that certain Asset Purchase Agreement (the “Purchase Agreement”), dated as of September 13, 2016, by and among Red Lion Hotels Franchising, Inc. (“RL Franchising”), Red Lion Hotels Canada Franchising, Inc. (“RL Canada” and, together with RL Franchising, “Buyer”), Thirty-Eight Street, Inc. (“TESI”), Vantage Hospitality Group, Inc. (“Vantage”) and certain other Sellers listed on the signature pages thereto (together with TESI and Vantage, the “Sellers”), pursuant to which, among other things, the Sellers sold to Buyer, and Buyer purchased from Sellers, certain assets used in connection with the Business;

B. those certain Employment Agreements, dated October 1, 2016, by and between Red Lion Hotels Corporation (“RLH”) and each of Roger Bloss (“Bloss”) and Bernie Moyle (“Moyle”) (such agreements, collectively, the “Employment Agreements”); and

C. that certain letter, dated April 27, 2018, from Gregory T. Mount, on behalf of RLH, to Bloss and Moyle, regarding a non-binding proposal with respect to the matters addressed in this letter agreement (the “Proposal”).

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

In consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the parties hereto agree as follows:

1. Second Year Earn-Out . Notwithstanding the Second Anniversary Earn-Out Calculation or any other provision to the contrary in the Purchase Agreement, the Additional Consideration to be paid/issued with respect to the Second Year Earn-Out shall be the full amount of $3,000,000 and 276,000 Shares (subject to adjustment pursuant to Section 2.8(n) of the Purchase Agreement) (collectively, the “Second Year Additional Consideration”). Buyer shall (1) pay the Second Year Additional Consideration in accordance with the percentage indicated next to each Seller’s name on Exhibit B attached to the Purchase Agreement and (2) issue the Additional Consideration consisting of Shares to TESI, in each case on or before October 5, 2018 (the “Second Year Earn-Out Payment Date”). Notwithstanding anything to the contrary herein, in the event that RLH terminates either of Bloss or Moyle for Cause (as defined in their respective Independent Contractor Agreement) prior to the Second Year Earn-Out Payment Date, the Second Year Earn-Out shall be $2,250,000 and 207,000 Shares.

2. Resignation . On the date hereof, each of Bloss and Moyle shall sign and deliver to RLH a letter of voluntary resignation, substantially in the form attached hereto as Exhibit A .

3. Consulting Agreements . On the date hereof, each of Bloss and Moyle shall sign and deliver to RLH, and RLH shall sign and deliver to each of Bloss and Moyle, an Independent Contractor Agreement, substantially in the form agreed upon by RLH, Bloss and Moyle.

4. Release by Moyle and Bloss . Each of Moyle and Bloss (collectively, the “Releasors”) hereby release and forever discharge, to the maximum extent permitted by law, RLH and each of the other “Releasees” as defined below, from any and all claims, causes of action, complaints, lawsuits, demands or liabilities of any kind, known or unknown by the Releasors, those that the Releasors may have already asserted or raised as well as those that the Releasors have never asserted or raised (collectively “Claims”) as described below which the Releasors, their heirs, agents, administrators or executors have or may have against RLH or any of the other Releasees arising out of or relating to any conduct, matter, event or omission existing or occurring before you sign this letter agreement, and any monetary or other personal relief for such Claims, including, but not limited to the following: (i) any Claims having anything to do with the Releasors’ employment (including the cessation of the Releasors’ employment and termination of their Employment Agreements) with RLH and/or any of its subsidiary, related and/or affiliated companies; (ii) any Claims for severance, benefits, bonuses, incentive compensation, equity awards and interests, commissions and/or other compensation of any kind, including, but not limited to, under the Employment Agreements; (iii) any Claims for reimbursement of expenses of any kind; (iv) any Claims for attorneys’ fees or costs; (v) any Claims under the Employee Retirement Income Security Act (“ERISA”); (vi) any Claims of discrimination and/or harassment based on age, sex, pregnancy, race, religion, color, creed, disability, handicap, failure to accommodate, citizenship, marital status, national origin, ancestry, sexual orientation, gender identity, genetic information or any other factor protected by federal, state or local law as enacted or amended (such as Title VII of the Civil Rights Act of 1964, Section 1981 of the Civil Rights Act of 1866, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Equal Pay Act,

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the Genetic Information Non-Discrimination Act, the Florida Civil Rights Act, Florida Equal Pay Law, Nevada Fair Employment Practices Act, and the Nevada Equal Pay Act) and any Claims for retaliation under any of the foregoing laws; (vii) any Claims under the Family and Medical Leave Act; (viii) any whistleblower or retaliation Claims; (ix) any Claims under such Releasor’s Employment Agreement; and/or (x) any other statutory, regulatory, common law or other Claims of any kind, including, but not limited to, Claims for breach of contract, libel, slander, fraud, wrongful discharge, promissory estoppel, equitable estoppel, violation of public policy, invasion of privacy, misrepresentation, emotional distress or pain and suffering. The term “Releasees” means RLH and its direct or indirect subsidiaries, related and/ or affiliated companies, and each of their respective past and present employees, officers, directors, attorneys, owners, shareholders, members, managers, partners, insurers, benefit plan fiduciaries and agents, and all of their respective successors and assigns.

5. Release by RLH . RLH hereby freely, knowingly and irrevocably releases and discharges Moyle and Bloss, and their heirs, executors, administrators, legal representatives and assigns, from any and all claims, causes of action, complaints, lawsuits or liabilities of any kind (collectively, “Causes of Action”) based on whatever legal theory, arising from or relating to, directly or indirectly, Moyle’s and/or Bloss’s employment and/or contractor relationship with RLH, except for Causes of Action relating to breach of fiduciary duties, fraud, embezzlement, theft or other criminal misconduct during Moyle’s and/or Bloss’s employment or contractor relationship with RLH. RLH is not aware at this time of any basis to assert any breach of fiduciary duty, fraud, embezzlement, theft or other criminal misconduct claim against Moyle or Bloss.

6. Non-Released Claims . The release in Paragraphs 4 and 5 above do not apply to:

(a) With respect to Moyle and Bloss: (i) Claims for salary earned, and reasonable work-related expenses incurred and submitted for reimbursement in accordance with RLH’s reimbursement policy, prior to the termination of the Employment Agreements; (ii) any Claims as an equityholder of RLH;

(b) With respect to Moyle, Bloss and RLH: (i) any Claims to require RLH or Causes of Action to require Moyle or Bloss, and/or their respective affiliates, to honor commitments in the Purchase Agreement, the Independent Contractor Agreements or this letter agreement; (ii) any Claims or Causes of Action to interpret or to determine the scope, meaning, enforceability or effect of this letter agreement; (iii) any Claims or Causes of Action that arise after the Releasors or RLH have signed this letter agreement; and (iv) any other Claims (including applicable employment claims) and Causes of Action that cannot be waived under applicable law by a private agreement.

7. Cooperation . Each party hereto shall cooperate with the other parties hereto in messaging the retirement of Bloss and Moyle from RLH, including, with respect to Bloss and Moyle, providing reasonably requested quotes for press releases and participating in live or recorded interviews reasonably requested by RLH using talking points approved by RLH and, with respect to RLH, providing draft press releases relating to such retirement to Bloss and Moyle for review and reasonable input. Nothing herein is intended to restrict RLH from making any disclosures that it deems necessary in its sole discretion to comply with applicable securities laws.

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8. Entire Agreement; Amendment . This letter agreement, together with the Independent Contractor Agreements, constitutes the entire agreement and understanding of the parties with respect to the matters contained herein, and supersedes all prior agreements, understandings and representations, written or oral, to the extent that they relate in any way to the subject matter of this letter agreement, including, but not limited to, the Proposal. Any amendment or supplement to this letter agreement shall be made only with the consent of all parties hereto. Any such amendment or supplement shall be made in writing and signed by all of the parties hereto.

9. Further Assurances . The parties hereto shall execute and deliver all such further documents and instruments and take all such further action as may be necessary, or as any such party may reasonably request, in order to consummate the transactions contemplated hereby.

10. Counterparts; Electronic Delivery . This letter agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of such shall together constitute one and the same instrument. Facsimile or other electronic copies (such as .pdf files delivered by electronic mail) of signatures shall constitute original signatures for all purposes of this letter agreement and any enforcement hereof.

11. Governing Law . This letter agreement and the terms hereof shall be governed and construed in accordance with the laws of the State of Delaware, without regard to any applicable principles of conflicts of law or choice of law that would cause the substantive laws of any other jurisdiction to apply.

SIGNATURE PAGES FOLLOW

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If the foregoing accurately and completely represents our understanding, please sign and return a copy of this letter agreement whereupon it shall become a binding agreement among us.

Signature Page to Letter Agreement

The above terms are accepted and approved as of May 21, 2018:

ACKNOWLEDGED AND AGREED AS TO

PARAGRAPH 1:

Signature Page to Letter Agreement

EXHIBIT A

RESIGNATION

I hereby (1) resign from all of my officer and other similar roles with Red Lion Hotels Corporation, a Washington corporation (“RLH”) and (2) acknowledge, and agree to, the termination of my Employment Agreement, dated October 1, 2016, with RLH, in each case effective as of 5:00 p.m. PDT on May 31, 2018. I acknowledge that I am resigning from the foregoing positions voluntarily, and not as a result of any disagreement with RLH or its affiliates, management or board of directors.

Date: May         , 2018

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Exhibit 10.4

EXECUTION VERSION

FIRST AMENDMENT TO

ASSET PURCHASE AGREEMENT

This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “ Amendment ”) is entered into as of May 21, 2018 by and among Red Lion Hotels Franchising, Inc., a Washington corporation (“ RL Franchising ”), Red Lion Hotels Canada Franchising, Inc., a Washington corporation (“ RL Canada ” and, together with RL Franchising, the “ Buyer ”), Thirty-Eight Street, Inc., a Florida corporation (“TESI”), VHGI, Inc. (f/k/a Vantage Hospitality Group, Inc., a Florida corporation (“ Vantage ”), Vantage Franchising, Inc., a Florida corporation (“ VFI ”), Vantage Franchising (Canada) Inc., a British Columbia, Canada corporation (“ VFCI ”), Vantage Hospitality (Canada) Inc., a British Columbia, Canada corporation (“ VHCI ”), LHINDI, Inc.), a Florida corporation (“ LHINDI ”), Van Asia (Korea) Ltd., a Hong Kong corporation (“ VAKL ”), and Van Asia, Ltd., a Hong Kong corporation (“ VAL ” and, together with TESI, Vantage, VFI, VFCI, VHCI, LHINDI and VAKL, the “ Sellers ”).

BACKGROUND

WHEREAS, the Buyer and the Sellers entered into that certain Asset Purchase Agreement, dated as of September 13, 2016 (the “ Purchase Agreement ”), pursuant to which, among other things, the Sellers sold to the Buyer, and the Buyer purchased from the Sellers, the Purchased Assets;

WHEREAS, Roger J. Bloss (“ Bloss ”) and Bernard T. Moyle (“ Moyle ”) acknowledged and agreed to the Purchase Agreement for the purposes of Section 6.7 and 6.19 thereof;

WHEREAS, Section 6.7 of the Purchase Agreement imposes restrictive covenants relating to non-competition and non-solicitation (the “ Restrictive Covenants ”) on the Sellers, Bloss and Moyle;

WHEREAS, the parties hereto desire to amend the Restrictive Covenants as they apply to Bloss and Moyle; and

WHEREAS, Section 10.9 of the Purchase Agreement provides that the Purchase Agreement can be amended by an agreement in writing signed by each party thereto.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby consent and agree as follows:

1. Defined Terms . Capitalized terms used but not otherwise defined herein have the meanings given to such terms in the Purchase Agreement.

2. Purchase Agreement Amendment .

(a) Article I of the Purchase Agreement is hereby amended as follows:

(i) to add the following defined term:

“ Restricted Period ” shall mean, with respect to the Sellers, Bloss and Moyle, a period commencing on the Closing Date and expiring on December 31, 2020.

(ii) to amend and restate the following defined term:

“ Restricted Business ” shall mean (1) acting as or on behalf of a franchisor or brand owner of hotels in the Territory or (2) pursuing any franchise or brand membership opportunities in the Territory.

(b) Section 6.7(a) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“(a) During the Restricted Period, neither any Seller nor Moyle or Bloss (each, a “ Restricted Party ” and, collectively, the “ Restricted Parties ”) shall directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or solicit any material actual or prospective franchise, supplier or licensor of the Business (including any existing or former franchise of any Seller and any Person that becomes a franchise of the Business after the Closing), or any other Person who has a material business relationship with the Business, to terminate or adversely modify any such actual or prospective relationship. Notwithstanding the foregoing, (i) the Sellers or Moyle or Bloss may own, directly or indirectly, solely as an investment, securities of any Person if such Seller, directly or indirectly, owns five percent (5%) or less of any class of securities of such Person and (ii) as set forth on Schedule 6.7(a) . The parties hereto acknowledge that TESI, Cal-Vegas, Ltd. and their respective Affiliated entities have and will continue to develop, own and/or manage hotel properties and provide services typical of such businesses; provided, however, that such entities shall not engage in the Restricted Business during the Restricted Period. During the Restricted Period, each Restricted Party will promptly notify Buyer in the event that it pursues (which for this purpose will not include merely assessing) any hotel acquisition, development, management or operating opportunities in the Territory.”

3. Effect of Amendment; Miscellaneous . Except as specifically modified hereby, all of the terms and provisions of the Purchase Agreement shall remain in full force and effect, without modification or limitation. This Amendment shall be governed by all of the provisions of the Purchase Agreement, unless the context otherwise requires, including, without limitation, all provisions concerning construction, interpretation, enforcement and governing law. For purposes of the Purchase Agreement the term “Agreement” shall be deemed to mean the Purchase Agreement, as amended by this Amendment.

4. Counterparts; Electronic Delivery . This Amendment may be executed in one or more counterparts, each of which shall be an original, and all of which together shall constitute one agreement between the parties. Delivery of an executed counterpart of this Amendment by facsimile or electronic mail in portable document format (.pdf) shall have the same effect as delivery of an executed original of this Amendment.

SIGNATURE PAGES FOLLOW

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IN WITNESS WHEREOF, each of the parties hereto have executed this Amendment as of the date first written above.

S IGNATURE P AGE TO F IRST A MENDMENT TO A SSET P URCHASE A GREEMENT

S IGNATURE P AGE TO F IRST A MENDMENT TO A SSET P URCHASE A GREEMENT

S IGNATURE P AGE TO F IRST A MENDMENT TO A SSET P URCHASE A GREEMENT

Acknowledged and agreed:

S IGNATURE P AGE TO F IRST A MENDMENT TO A SSET P URCHASE A GREEMENT