FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 11th, 2020 • Braemar Hotels & Resorts Inc. • Real estate investment trusts • New York
This SECOND Amended and Restated CREDIT AGREEMENT (“Agreement”) is entered into as of October 25, 2019, among braemar Hospitality Limited Partnership (formerly known as Ashford Hospitality Prime Limited Partnership), a Delaware limited partnership (the “Borrower”), braemar hotels & resorts Inc. (formerly known as Ashford Hospitality Prime, Inc.), a Maryland corporation (the “Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
BRAEMAR HOTELS & RESORTS INC. as Issuer AND as Trustee INDENTURE Dated as of May 18, 2021Indenture • May 18th, 2021 • Braemar Hotels & Resorts Inc. • Real estate investment trusts • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 21st, 2021 • Braemar Hotels & Resorts Inc. • Real estate investment trusts • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 21, 2021, by and between BRAEMAR HOTELS & RESORTS INC., a Maryland corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 8th, 2017 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into effective as of , 20 , by and between Ashford Hospitality Prime, Inc., a Maryland corporation (the “Company” or the “Indemnitor”) and (the “Indemnitee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2019 • Braemar Hotels & Resorts Inc. • Real estate investment trusts • Texas
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective as of April 1, 2019 (the “Effective Date”), by and among ASHFORD INC., a corporation organized under the laws of the State of Maryland and having its principal place of business at Dallas, Texas, ASHFORD HOSPITALITY ADVISORS, LLC, a limited liability company organized under the laws of the State of Delaware and having its principal place of business at Dallas, Texas (the “Company”), and RICHARD J. STOCKTON, an individual residing in Dallas, Texas (the “Executive”).
THIRD AMENDED AND RESTATED ADVISORY AGREEMENT ASHFORD HOSPITALITY PRIME, INC.Advisory Agreement • June 12th, 2015 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Texas
THIS THIRD AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), is dated and effective as of June 10, 2015 (the “Effective Date”), by and between ASHFORD HOSPITALITY PRIME, INC., a Maryland corporation (“Ashford Prime” or the “Company”), ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”), ASHFORD PRIME TRS CORPORATION, a Delaware corporation, ASHFORD INC., a Delaware corporation (“Ashford Inc.”), and ASHFORD HOSPITALITY ADVISORS LLC, a Delaware limited liability company (“Ashford LLC” and, together with Ashford Inc., the “Advisor”), which is the operating company of Ashford Inc.
ASHFORD PHILADELPHIA ANNEX, LLC as Borrower to WACHOVIA BANK, NATIONAL ASSOCIATION, as Lender OPEN-END MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF RENTS (THIS OPEN-END MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND...Ashford Hospitality Prime, Inc. • September 24th, 2013 • Real estate investment trusts • New York
THIS OPEN END MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FIXTURE FILING (the “Security Instrument”) is made as of the 11 day of April, 2007, by the party set forth as Borrower on the signature page hereof, having their chief executive office at 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254-4308 (hereinafter referred to as “Borrower”), to WACHOVIA BANK, NATIONAL ASSOCIATION, having an address at Wachovia Bank, National Association, Commercial Real Estate Services, 8739 Research Drive URP 4, NC 1075, Charlotte, North Carolina 28262 (hereinafter referred to as “Lender”).
STANDBY EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • February 4th, 2021 • Braemar Hotels & Resorts Inc. • Real estate investment trusts • New York
THIS STANDBY EQUITY DISTRIBUTION AGREEMENT dated as of February 4, 2021 (this “Agreement”) is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and BRAEMAR HOTELS & RESORTS INC., a company incorporated under the laws of the State of Maryland (the “Company”).
UNDERWRITING AGREEMENTUnderwriting Agreement • November 19th, 2018 • Braemar Hotels & Resorts Inc. • Real estate investment trusts • New York
ASHFORD SECURITIES LLC FORM OF DEALER MANAGER AGREEMENTDealer Manager Agreement • January 24th, 2020 • Braemar Hotels & Resorts Inc. • Real estate investment trusts • Texas
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • December 17th, 2014 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Texas
THIS INVESTMENT MANAGEMENT AGREEMENT (the “Agreement”), made as of the 10th day of November, 2014, by AHP SMA, LP, a Delaware limited partnership and wholly-owned subsidiary of Ashford Hospitality Prime, Inc. (hereinafter called the “Client”), and ASHFORD INVESTMENT MANAGEMENT LLC, a Delaware limited liability company and indirect subsidiary of Ashford Inc. (hereinafter called the “Manager”).
BRAEMAR MUTUAL EXCLUSIVITY AGREEMENTMutual Exclusivity Agreement • August 14th, 2018 • Braemar Hotels & Resorts Inc. • Real estate investment trusts • Texas
THIS BRAEMAR MUTUAL EXCLUSIVITY AGREEMENT (this “Agreement”) is entered as of the 8th day of August 2018 by and among BRAEMAR HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), BRAEMAR HOTELS & RESORTS INC., a Maryland corporation (the “REIT”), and PROJECT MANAGEMENT LLC, a Maryland limited liability company (“Manager”).
BRAEMAR HOTELS & RESORTS INC. Up to of Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: July 12, 2021Equity Distribution Agreement • July 12th, 2021 • Braemar Hotels & Resorts Inc. • Real estate investment trusts • New York
RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • November 25th, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Texas
THIS RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”), is dated and effective as of November 19, 2013 (the “Effective Date”), by and between ASHFORD HOSPITALITY TRUST, INC., a Maryland corporation (“Ashford Trust”), and ASHFORD HOSPITALITY PRIME, INC., a Maryland corporation (“Ashford Prime”) (Ashford Trust and Ashford Prime are referred to herein as a “Party”).
ASHFORD HOSPITALITY PRIME, INC. Up to of Common Stock FORM OF EQUITY DISTRIBUTION AGREEMENT Dated: December 11, 2017Distribution Agreement • December 11th, 2017 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 25th, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Texas
THIS REGISTRATION RIGHTS AGREEMENT, dated as of November 19, 2013, is entered into by and between Ashford Hospitality Prime, Inc., a Maryland corporation (“Ashford Prime”), Ashford Hospitality Limited Partnership, a Delaware limited partnership (“Ashford Trust OP”), which holds common partnership units in Ashford Hospitality Prime Limited Partnership, a Delaware limited partnership (Ashford Prime OP”) and Ashford Hospitality Advisors LLC, a Delaware limited liability company (“Ashford Advisor”).
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP Dated: March 7, 2017Ashford Hospitality Prime, Inc. • March 7th, 2017 • Real estate investment trusts • Delaware
WHEREAS, Ashford Hospitality Prime Limited Partnership (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware by the filing of a Certificate of Limited Partnership with the Secretary of State of Delaware on April 5, 2013;
CONSULTING AND COOPERATION AGREEMENTConsulting and Cooperation Agreement • June 30th, 2021 • Braemar Hotels & Resorts Inc. • Real estate investment trusts • Texas
CONSULTING AND COOPERATION AGREEMENT, dated June 30, 2021 (the “Agreement”) by and among Ashford Inc. (“AINC”), Ashford Hospitality Advisors, LLC (together with AINC, the “Company”) and Robert G. Haiman (“Consultant”).
GUARANTY OF RECOURSE OBLIGATIONSAshford Hospitality Prime, Inc. • February 26th, 2014 • Real estate investment trusts • New York
This GUARANTY OF RECOURSE OBLIGATIONS (this “Guaranty”) is executed as of February 24, 2014 by ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP, a Delaware limited partnership, having an office at 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254 (“Guarantor”), for the benefit of GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall Street, 10th Floor, New York, New York 10005 (together with its successors and/or assigns, “Lender”).
FIFTH AMENDED AND RESTATED ADVISORY AGREEMENT BRAEMAR HOTELS & RESORTS INC.Advisory Agreement • April 23rd, 2018 • Braemar Hotels & Resorts Inc. • Real estate investment trusts • Texas
THIS FIFTH AMENDED AND RESTATED ADVISORY AGREEMENT (this “Amended Agreement”), is dated as of April 23, 2018, by and between BRAEMAR HOTELS & RESORTS INC., a Maryland corporation (the “Company”), BRAEMAR HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”), BRAEMAR TRS CORPORATION, a Delaware corporation, ASHFORD INC., a Maryland corporation (“Ashford Inc.”), and ASHFORD HOSPITALITY ADVISORS LLC, a Delaware limited liability company which is the operating company of Ashford Inc. (“Advisors LLC” and, together with Ashford Inc., the “Advisor”). The parties to this Amended Agreement are sometimes referred to herein individually as a “Party” or collectively as the “Parties.” Unless the context otherwise requires, the term “Company” and the term “Advisor” shall collectively include such Party and its respective Subsidiaries (including, with respect to the Company, the Operating Partnership and in the case of the Advisor, all Majority or Minority Subs
AMENDED AND RESTATED BRAEMAR HOTEL MASTER MANAGEMENT AGREEMENT by and among BRAEMAR TRS CORPORATION, a Delaware corporation and CHH III TENANT PARENT CORP., a Delaware corporation and RC HOTELS (VIRGIN ISLANDS), INC. a U.S. Virgin Islands corporation...Management Agreement • August 14th, 2018 • Braemar Hotels & Resorts Inc. • Real estate investment trusts • Texas
RELEASE AND WAIVERRelease and Waiver • April 19th, 2022 • Braemar Hotels & Resorts Inc. • Real estate investment trusts
THIS RELEASE AND WAIVER (the “Termination Release”) is made as of the 15th day of April, 2022 by and between JEREMY WELTER (the “Executive”) and ASHFORD HOSPITALITY SERVICES, LLC (the “Company”), a subsidiary of ASHFORD INC. (“AINC,” together with all subsidiaries and affiliates of AINC, including the Company, the “Ashford Companies”). All capitalized terms not defined in this Termination Release shall have the meanings assigned to such terms in that certain Amended and Restated Employment Agreement (the “Agreement”) dated as of December 20, 2019.
PURCHASE AGREEMENTPurchase Agreement • April 21st, 2021 • Braemar Hotels & Resorts Inc. • Real estate investment trusts • Delaware
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of April 21, 2021, by and among BRAEMAR HOTELS & RESORTS INC., a Maryland corporation (the “Company”), BRAEMAR HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined herein are defined in Section 1 hereof.
Performance LTIP Unit Award AgreementPerformance Ltip Unit Award Agreement • February 28th, 2017 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Maryland
This Performance LTIP Unit Award Agreement (this “Award Agreement”) is made and entered into as of _____________, 20__ by and between Ashford Hospitality Prime, Inc., a Maryland corporation (the “Company”), Ashford Hospitality Prime Limited Partnership, a Delaware limited partnership (the “Partnership”) and _____________ (the “Participant”). All capitalized terms in this Award Agreement shall have the meanings assigned to them herein. Capitalized terms not defined herein shall have the meanings assigned to them in the Company’s 2013 Equity Incentive Plan, as the same may be amended from time to time (the “Plan”), unless otherwise indicated herein. This Award Agreement is subject to the terms and conditions of the Plan and the Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Prime Limited Partnership, as the same may be amended from time to time (the “Operating Agreement”).
Restricted Stock Award AgreementRestricted Stock Award Agreement • November 2nd, 2016 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Maryland
This Restricted Stock Award Agreement (this “Award Agreement”) is made and entered into as of November 2, 2016 (the “Grant Date”) by and between Ashford Hospitality Prime, Inc., a Maryland corporation (the “Company”) and Richard Stockton (the “Participant”). All capitalized terms in this Award Agreement shall have the meanings assigned to them herein. Capitalized terms not defined herein shall have the meanings assigned to them in the Company’s 2013 Equity Incentive Plan, as the same may be amended from time to time (the “Plan”).
Deferred Cash Award AgreementDeferred Cash Award Agreement • March 10th, 2023 • Braemar Hotels & Resorts Inc. • Real estate investment trusts • Maryland
This Deferred Cash Award Agreement (this “Award Agreement”) is made and entered into as of [____, 2023] (the “Grant Date”) by and between Braemar Hotels & Resorts Inc., a Maryland corporation (the “Company”), and [__] (the “Participant”). All capitalized terms in this Award Agreement shall have the meanings assigned to them herein. Capitalized terms not defined herein shall have the meanings assigned to them in the Company’s Second Amended and Restated 2013 Equity Incentive Plan, as the same may be amended from time to time (the “Plan”).
AMENDMENT NO. 2 TO THE FIFTH AMENDED AND RESTATED ADVISORY AGREEMENTAdvisory Agreement • August 17th, 2021 • Braemar Hotels & Resorts Inc. • Real estate investment trusts • Texas
This Amendment No. 2 to the Fifth Amended and Restated Advisory Agreement (this “Amendment”), is dated and effective as of August 16, 2021, by and among BRAEMAR HOTELS & RESORTS INC., a Maryland corporation (“Braemar” or the “Company”), BRAEMAR HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”), BRAEMAR TRS CORPORATION, a Delaware corporation (“Braemar TRS”), ASHFORD INC., a Nevada corporation (“Ashford Inc.”), and ASHFORD HOSPITALITY ADVISORS LLC, a Delaware limited liability company (“Ashford LLC” and, together with Ashford Inc., the “Advisor”). All capitalized terms appearing herein that are not otherwise defined shall have the meanings ascribed to them in the Fifth Amended and Restated Advisory Agreement, dated April 23, 2018, by and among the parties hereto (as amended from time to time (including pursuant to this Amendment), the “Advisory Agreement”).
OPTION AGREEMENT PIER HOUSE RESORT & SPAOption Agreement • November 25th, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Delaware
THIS OPTION AGREEMENT (this “Option Agreement”) is executed as of this 19th day of November, 2013 (the “Effective Date”) by ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP (“Ashford Prime OP”) and ASHFORD HOSPITALITY LIMITED PARTNERSHIP. (“Ashford Trust OP”), with respect to the Property Entities (defined below), and ASHFORD TRS CORPORATION (“Ashford Trust TRS” and together with Ashford Trust OP, the “Grantors”) and ASHFORD PRIME TRS CORPORATION (“Ashford Prime TRS” and together with Ashford Prime OP, the “Optionees”), with respect to the TRS Entities (defined below).
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 17th, 2022 • Braemar Hotels & Resorts Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered into effective as of April 1, 2022 (the “Effective Date”), by and between ASHFORD HOSPITALITY ADVISORS, LLC, a limited liability company organized under the laws of the State of Delaware and having its principal place of business at Dallas, Texas (the “Company”), and RICHARD J. STOCKTON, an individual residing in Dallas, Texas (the “Executive”).
OPTION AGREEMENT CRYSTAL GATEWAY MARRIOTTOption Agreement • November 25th, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Texas
THIS OPTION AGREEMENT (this “Option Agreement”) is executed as of this 19th day of November, 2013 (the “Effective Date”) by ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP (“Ashford Prime OP”) and ASHFORD HOSPITALITY LIMITED PARTNERSHIP (“Ashford Trust OP”), with respect to the Property Entities (defined below); and ASHFORD TRS CORPORATION (“Ashford Trust TRS” and together with Ashford Trust OP, the “Grantors”) and ASHFORD PRIME TRS CORPORATION (“Ashford Prime TRS” and together with Ashford Prime OP, the “Optionees”), with respect to the TRS Entity (defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 25th, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Texas
THIS REGISTRATION RIGHTS AGREEMENT, dated as of November 19, 2013, is entered into by Ashford Hospitality Prime, Inc., a Maryland corporation (“Ashford Prime”) for the benefit of the holders of common partnership units in Ashford Hospitality Prime Limited Partnership, a Delaware limited partnership (Ashford Prime OP”) whose names are set forth on Exhibit A attached hereto (the “Ashford Prime OP Unit Holders”).
OPTION AGREEMENT CRYSTAL GATEWAY MARRIOTTOption Agreement • August 22nd, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Texas
THIS OPTION AGREEMENT (this “Option Agreement”) is executed as of this [—] day of [—], 2013 (the “Effective Date”) by ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP (“Ashford Prime OP”) and ASHFORD HOSPITALITY LIMITED PARTNERSHIP (“Ashford Trust OP”), with respect to the Property Entities (defined below); and ASHFORD TRS CORPORATION (“Ashford Trust TRS” and together with Ashford Trust OP, the “Grantors”) and ASHFORD PRIME TRS CORPORATION (“Ashford Prime TRS” and together with Ashford Prime OP, the “Optionees”), with respect to the TRS Entity (defined below).
Performance LTIP Unit Award AgreementPerformance Ltip Unit Award Agreement • March 13th, 2020 • Braemar Hotels & Resorts Inc. • Real estate investment trusts • Delaware
This Performance LTIP Unit Award Agreement (this “Award Agreement”) is made and entered into as of March [__], 2020 by and between Braemar Hotels & Resorts Inc., a Maryland corporation (the “Company”), Braemar Hospitality Limited Partnership, a Delaware limited partnership (the “Partnership”) and [_______________] (the “Participant”). All capitalized terms in this Award Agreement shall have the meanings assigned to them herein, or, if not so defined, as assigned to them in the Company’s Second Amended and Restated 2013 Equity Incentive Plan, as the same may be amended from time to time (the “Plan”), or the Third Amended and Restated Agreement of Limited Partnership of the Partnership, as the same may be amended from time to time (the “Operating Agreement”), as applicable.
LICENSING AGREEMENTLicensing Agreement • November 25th, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Texas
This LICENSING AGREEMENT (this “Agreement”) dated as of November 19, 2013 (the “Effective Date”) between Ashford Hospitality Trust, Inc., a Maryland corporation (“Licensor” or “Party”), and Ashford Hospitality Prime, Inc., a Maryland corporation (“Ashford Prime”) and Ashford Hospitality Prime Limited Partnership, a Delaware limited partnership (“Ashford Prime OP”) (Ashford Prime and Ashford Prime OP, collectively, referred to as “Licensee” or “Party”) (each Party, collectively, referred to as the “Parties”).
Performance Stock Unit Award AgreementAward Agreement • March 13th, 2020 • Braemar Hotels & Resorts Inc. • Real estate investment trusts • Maryland
This Performance Stock Unit (“PSU”) Award Agreement (the “Award Agreement”) is made and entered into as of March [__], 2020 by and between Braemar Hotels & Resorts Inc., a Maryland corporation (the “Company”) and [________________] (the “Participant”). All capitalized terms in this Award Agreement shall have the meanings assigned to them herein or, if not so defined, as assigned to them in the Company’s Second Amended and Restated 2013 Equity Incentive Plan, as the same may be amended from time to time (the “Plan”).
