Extended Stay America, Inc. ESH Hospitality, Inc. 12,500,000 Shares Underwriting AgreementExtended Stay America, Inc. • December 16th, 2016 • Hotels & motels • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Extended Stay America, Inc., a Delaware corporation (the “Corporation”), and ESH Hospitality, Inc., a Delaware corporation (“ESH REIT”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), (i) an aggregate of 12,500,000 shares of common stock, par value $0.01 per share (“Corporation Stock”), of the Corporation (the “Corporation Shares”) and (ii) an aggregate of 12,500,000 shares of Class B common stock, par value $0.01 per share (“ESH REIT Stock”), of ESH REIT (the “ESH REIT Shares,” and, as paired with the Corporation Shares, the “Shares”). Each Corporation Share and ESH REIT Share will be offered to the public in the form of a unit consisting of one Corporation Share and one ESH REIT Share, which are “paired” for transfer and trading purposes pursuant to the Pairing Agreement, dated as of November
LEASE AGREEMENT DATED AS OF DECEMBER 31, 2013 BY AND BETWEEN ESA LVP PORTFOLIO LLC AS LANDLORD AND ESA LVP OPERATING LESSEE LLC AS TENANTLease Agreement • March 20th, 2014 • Extended Stay America, Inc. • Hotels & motels • New York
THIS LEASE AGREEMENT (this “Lease”) is entered into as of December 31, 2013, by and between ESA LVP PORTFOLIO LLC, a Delaware limited liability company (“Landlord”), and ESA LVP OPERATING LESSEE LLC, a Delaware limited liability company (“Tenant”).
SECOND AMENDED & RESTATED RESTRICTED PAIRED SHARE AGREEMENTRestricted Paired Share Agreement • March 20th, 2014 • Extended Stay America, Inc. • Hotels & motels • Delaware
THIS RESTRICTED PAIRED SHARE AGREEMENT (this “Agreement”) is entered into by and among ESH Hospitality Holdings LLC, a Delaware limited liability company (“Holdings”), Extended Stay America, Inc., a Delaware corporation (the “Company”) and ESH Hospitality, Inc., a Delaware Corporation (“ESH REIT”) as of March 10, 2014.
REGISTRATION RIGHTS AGREEMENT among EXTENDED STAY AMERICA, INC., ESH HOSPITALITY, INC., and THE OTHER PARTIES LISTED HEREINRegistration Rights Agreement • June 10th, 2014 • Extended Stay America, Inc. • Hotels & motels • New York
STOCKHOLDERS’ AGREEMENT by and among EXTENDED STAY AMERICA, INC., ESH HOSPITALITY, INC. and SUCH PERSONS LISTED FROM TIME TO TIME AS SIGNATORIES HERETO AS “SPONSOR SHAREHOLDERS” Dated as of November 18, 2013Stockholders’ Agreement • June 10th, 2014 • Extended Stay America, Inc. • Hotels & motels • Delaware
SUBSCRIPTION AGREEMENTSubscription Agreement • June 10th, 2014 • Extended Stay America, Inc. • Hotels & motels • Delaware
This Subscription Agreement, dated as of June 10, 2014 (this “Agreement”), is entered into by and between Extended Stay America, Inc., a Delaware corporation (“Subscriber”) and ESH Hospitality, Inc., a Delaware corporation (the “Corporation”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Certificate of Incorporation of the Corporation.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • March 20th, 2014 • Extended Stay America, Inc. • Hotels & motels • New York
THIS TRADEMARK LICENSE AGREEMENT (this “Agreement”), entered into and effective as of December 31, 2013, by and between ESH STRATEGIES BRANDING LLC, a Delaware limited liability company (“Licensor”), and ESA LVP OPERATING LESSEE LLC, a Delaware limited liability company (“Licensee”).
PREFERRED STOCK REPURCHASE AGREEMENTPreferred Stock Repurchase Agreement • June 15th, 2017 • Extended Stay America, Inc. • Hotels & motels • New York
THIS PREFERRED STOCK REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 15, 2017, by and among Extended Stay America, Inc., a Delaware corporation (the “Corporation”) and each of the entities identified on Schedule 1 hereto (each such entity, a “Seller,” and collectively, the “Sellers”).
MANAGEMENT AGREEMENT between ESA LVP OPERATING LESSEE LLC (LESSEE) and ESA MANAGEMENT, LLC (MANAGER) December 31, 2013Management Agreement • March 20th, 2014 • Extended Stay America, Inc. • Hotels & motels • New York
THIS MANAGEMENT AGREEMENT (this “Agreement”) is made as of December 31, 2013 by and between ESA LVP OPERATING LESSEE LLC, a Delaware limited liability company (“Lessee”), and ESA MANAGEMENT, LLC, a Delaware limited liability company (“Manager”).
