Moody National

Incentive fees from the sale of assets may be allocated among the Advisor, holders of special limited partnership interests in the Operating Partnership, Moody National Hospitality Management, LLC, and other Sponsor affiliates, creating related-party conflicts in the distribution of proceeds.

“the Corporation will adjust the conversion ratio utilized in connection with incentive fees paid by the Corporation, including any incentive fees payable to the Advisor, any holders of special limited partnership interests in the Operating Partnership, Moody National Hospitality Management, LLC and any other affiliates of the Sponsor, to the extent necessary to comply with the limitations set forth under this Section 8.7.”

The Dealer Manager for the Corporation's offerings is Moody Securities, LLC, an Affiliate of the Corporation, creating a related-party conflict in the distribution of shares.

“Dealer Manager . The term 'Dealer Manager' shall mean Moody Securities, LLC, an Affiliate of the Corporation, or such other Person selected by the Board to act as the dealer manager for an Offering.”