June 19, 2017

Albuquerque Suite Hospitality LLC
Restructuring Agreement-Second Addendum

This Agreement is made as of June 19, 2017, and amends the Restructuring Agreement made as of August 30, 2010 and amended December 9, 2013, by and among:

RARE EARTH FINANCIAL, LLC, an Arizona limited liability company (“ Rare Earth ”);

RRF LIMITED PARTNERSHIP, a Delaware limited partnership(“ RRF ”);

INNSUITES HOSPITALITY TRUST, an Ohio business trust (“ IHT ”) and General Partner of RRF; and

ALBUQUERQUE SUITE HOSPITALITY LLC, an Arizona limited liability company (“ ASH ”)

RECITALS :

FOR VALUABLE CONSIDERATION RECEIVED, the parties agree as follows:

(a) All 600 Membership Interests will have equal voting rights and will share equally in all distributions (including distributions or proceeds payable upon a Triggering Event), subject to (1) priority distribution rights and distribution catch up rights described in paragraph 3(b), and (2) the Administrative Member’s 50% profit participation right described in paragraph 3(e). All Interests will be redeemable by ASH for $10,000 after payment of all distributions to which such Interests are entitled under paragraphs 3(b) and (c).

(b) All Membership Interests were entitled to receive priority distributions annually from ASH of $700 per $10,000 Interest through December 31, 2015 which has now been all paid. Priority distributions will be paid first to new Class A Interests, second to old Class A, Interests, Class B Interests and third to Class C Interests. Priority distributions will be cumulative through December 31, 2019, so that all priority distributions must be paid in full to new Class A Interests before any priority distributions are paid to old Class A Interests, Class B Interests or Class C Interests, and all priority distributions are paid to Class C Interests. IHT, Rare Earth, James Wirth and certain named affiliates may elect to defer receiving all priority distributions to other holders have been paid current. Upon completion of priority distributions due new Class A Interests through December 31, 2019, Class A and Class B Interests will not participate in distributions by ASH until Class C priority distributions have been paid current through December 31, 2019. If a Triggering Event of ASH occurs (including a sale or refinancing of substantially all of the assets of ASH or merger, sale, liquidation or other ending up of ASH) prior to the payment of all priority distributions of Class A, B, and C Interests, such priority distribution will be paid to the respective Members out of any proceeds of the event before general distribution of the proceeds to the Members (including the Administrative Member’s participation described in 3(e)).

(c) After December 31, 2019, all Membership Interests will be entitled to annual distributions of $700 per $10,000 Interest, which will be cumulative. All Interests will share equally in all such distributions. If a Triggering Event (as described in 3(b)) of ASH occurs prior to the payment of any accumulated distributions to the Members, such accumulated distributions will be paid out of any proceeds of the event before general distribution of the proceeds to the Members (including the Administrative Member’s participation described in 3(e)). In the event that funds generated from a Triggering Event are insufficient to pay the total amount of all such accumulated distributions owed to the Members, all Members will participate pro rata in the funds available for distribution to them. A special preference to the newly issued 250 Class A Interests will be in effect from September through December 31, 2019 at 7% ($700 per Interest) in preference to old Class A Interests, Class B Interests and Class C Interests.

(d) Distributions will be payable quarterly in arrears based on calendar quarters, due 45 days after the end of the quarter. Distributions will be made every three months provided, in the sole judgment and discretion of the Administrative Member, cash is available for such distributions. ASH will use its best efforts to pay the quarterly distributions contemplated in paragraphs 3 (b) and (c).

(e) In the event that either (a) all Interests have been redeemed or (b) all Interests are current in the distributions to which they are entitled and each Interest has been received distributions totaling at least $10,000, Rare Earth will receive 50% of (1) any distributions made by ASH and (2) the proceeds from any Triggering Event (as defined in 3(b)) as consideration for its role as Administrative Member.

7.	Ownership of ASH . The table below demonstrates the capital structure of ASH immediately upon restructuring, the capital structure in the event of the sale of 250 Class A Interests in the Offering.

In the event of Sale of 50 newly created Class A Interests and sale of 200 Class B Interests by IHT, which will be paid for by proceeds from the sale of 200 new Class A Interests

(a) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona.

(b) Waiver . No waiver or modification of this Agreement shall be valid unless in writing and executed by the party against which the waiver or modification is to be enforced. No waiver of any breach or default shall operate as a waiver of any other breach or default, whether similar or difference from the breach or default waived.

(c) Severability . All provisions of this Agreement are severable, and if any provision is held to be invalid, illegal or unenforceable in any respect by any court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not be affected, and this Agreement shall be interpreted as if such invalid, illegal or unenforceable provisions were not contained herein.

(d) Entire Agreement . This Agreement constitutes the complete understanding of the parties hereto, and supersedes all prior understandings or agreements, whether oral or written. This Agreement shall be binding upon the inure to the benefit of the parties hereto, their successors, their legal representatives, heirs and assigns.

[Signature Page to Follow]

The parties have executed this Agreement effective as of the date first written above.

ALBUQUERQUE SUITE HOSPITALITY LLC

By: REF, Administrative Member

Date: 6/19/2017

LINE OF CREDIT / PROMISORRY NOTE

InnSuites Hospitality Trust / Tempe/Phoenix Airport Resort, LLC

Change in Terms

All other terms from the Line of Credit / Promissory Note InnSuites Hospitality Trust / Tempe Phoenix Airport Resort, LLC dated December 22, 2015 are not changed.

Date: June 19, 2017

Demand/Revolving Line of Credit/Promissory Note between Rare Earth Financial, LLC and InnSuites Hospitality Trust

Change in Terms

All other terms from the Demand / Revolving Line of Credit / Promissory Note between Rare Earth Financial, LLC and InnSuites Hospitality Trust dated December 1, 2014 are not changed.

Date: June 19, 2017

LINE OF CREDIT / PROMISORRY NOTE

InnSuites Hospitality Trust / Phoenix Northern Resort, LLC

Change in Terms – Termination of Loan

We hereby wish to terminate the Line of Credit / Promissory Note between InnSuites Hospitality Trust and Phoenix Northern Airport Resort, LLC. All other terms from the Line of Credit / Promissory Note dated December 22, 2015 are not changed.