Ashford Inc. Sample Contracts

ASHFORD INC. (a Maryland corporation) 270,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • September 28th, 2018 • Ashford Inc. • Services-management consulting services • New York
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ASHFORD INC. Common Stock (par value $0.01 per share) Form of At Market Issuance Sales Agreement
Ashford Inc. • December 11th, 2017 • Services-management consulting services • New York
ASHFORD INC. and COMPUTERSHARE TRUST COMPANY, N.A. (Rights Agent) Rights Agreement Dated as of March 13, 2020
Rights Agreement • March 16th, 2020 • Ashford Inc. • Services-management consulting services • Nevada

This Rights Agreement (this “Agreement”) dated as of March 13, 2020 is between Ashford Inc., a Nevada corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).

CREDIT AGREEMENT Dated as of March 1, 2018 among ASHFORD HOSPITALITY HOLDINGS LLC, as the Borrower, ASHFORD INC., as the Parent, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, and The Other Lenders Party Hereto MERRILL LYNCH, PIERCE,...
Credit Agreement • March 7th, 2018 • Ashford Inc. • Services-management consulting services • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of March 1, 2018, among ASHFORD HOSPITALITY HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), ASHFORD 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 and L/C Issuer.

AMENDED AND RESTATED INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 6th, 2018 • Ashford Inc. • Services-management consulting services • Maryland

THIS AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (this "Agreement") is entered into as of October 31, 2016, by and between Ashford Inc., a Maryland corporation (the "Company" or the "Indemnitor") and ___________ (the "Indemnitee").

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 17th, 2022 • Ashford Inc. • Services-management consulting services • 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”).

AMENDED AND RESTATED ADVISORY AGREEMENT ASHFORD HOSPITALITY TRUST, INC.
Advisory Agreement • June 12th, 2015 • Ashford Inc • Services-management consulting services • Texas

THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), is dated and effective as of June 10, 2015 (the “Effective Date”), by and between ASHFORD HOSPITALITY TRUST, INC., a Maryland corporation (“Ashford Trust” or the “Company”), ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”), ASHFORD 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 INC. and COMPUTERSHARE TRUST COMPANY, N.A. (Rights Agent) Rights Agreement Dated as of August 30, 2022
Rights Agreement • August 31st, 2022 • Ashford Inc. • Services-management consulting services • Nevada

This Rights Agreement (this “Agreement”) dated as of August 30, 2022 is between Ashford Inc., a Nevada corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • March 24th, 2015 • Ashford Inc • Services-management consulting services • Texas

THIS INVESTMENT MANAGEMENT AGREEMENT (the “Agreement”), made as of the 10th day of December, 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”).

MUTUAL EXCLUSIVITY AGREEMENT
Mutual Exclusivity Agreement • August 8th, 2018 • Ashford Inc. • Services-management consulting services • Maryland

THIS MUTUAL EXCLUSIVITY AGREEMENT (this “Agreement”) is entered as of the 8th day of August, 2018 by and among ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), ASHFORD HOSPITALITY TRUST, INC., a Maryland corporation (the “REIT”), and PROJECT MANAGEMENT LLC, a Maryland limited liability company (“Manager”).

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ASHFORD HOSPITALITY HOLDINGS LLC DATED: April 6, 2017
Limited Liability Company Agreement • April 12th, 2017 • Ashford Inc. • Services-management consulting services • Delaware

WHEREAS, Ashford Hospitality Holdings LLC (the “Company”) was formed as a limited liability company under the laws of the State of Delaware by the filing of a Certificate of Formation with the Secretary of State of Delaware on April 6, 2017;

TAX MATTERS AGREEMENT by and between ASHFORD HOSPITALITY TRUST, INC. ASHFORD HOSPITALITY LIMITED PARTNERSHIP, ASHFORD INC. and ASHFORD HOSPITALITY ADVISORS LLC dated as of October 31, 2014
Tax Matters Agreement • November 6th, 2014 • Ashford Inc • Services-management consulting services • Texas

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of October 31, 2014 (the “Effective Date”) by and between ASHFORD HOSPITALITY TRUST, INC., a Maryland corporation (“Ashford Trust”), ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (“Ashford Trust OP”), ASHFORD INC., a Delaware corporation (“Ashford Inc.”), and ASHFORD HOSPITALITY ADVISORS LLC, a Delaware limited liability company and a wholly-owned subsidiary of Ashford Trust OP prior to the separation and distribution (“Ashford LLC”). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Section 1.1.

SEPARATION AND DISTRIBUTION AGREEMENT by and between ASHFORD HOSPITALITY TRUST, INC. ASHFORD OP LIMITED PARTNER LLC ASHFORD HOSPITALITY LIMITED PARTNERSHIP, ASHFORD INC. and ASHFORD HOSPITALITY ADVISORS LLC dated as of October 31, 2014
Separation and Distribution Agreement • November 6th, 2014 • Ashford Inc • Services-management consulting services • Texas

This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of October 31, 2014 (the “Effective Date”) by and between ASHFORD HOSPITALITY TRUST, INC., a Maryland corporation (“Ashford Trust”), ASHFORD OP LIMITED PARTNER LLC, a Delaware limited liability company (“Ashford Trust OP Limited Partner”), ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (“Ashford Trust OP”), ASHFORD INC., a Delaware corporation (“Ashford Inc.”), and ASHFORD HOSPITALITY ADVISORS LLC, a Delaware limited liability company and a wholly-owned subsidiary of Ashford Trust OP prior to the separation and distribution (“Ashford LLC”). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Section 1.1.

CONSULTING AND COOPERATION AGREEMENT
Consulting and Cooperation Agreement • August 16th, 2021 • Ashford Inc. • Services-management consulting services • 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”).

FOURTH AMENDED AND RESTATED ADVISORY AGREEMENT ASHFORD HOSPITALITY PRIME, INC.
Advisory Agreement • January 25th, 2017 • Ashford Inc. • Services-management consulting services • Texas

THIS FOURTH AMENDED AND RESTATED ADVISORY AGREEMENT (this “Amended Agreement”), is dated as of January 24, 2017, by and between ASHFORD HOSPITALITY PRIME, INC., a Maryland corporation (the “Company”), ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”), ASHFORD PRIME 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

RELEASE AND WAIVER
Release and Waiver • April 19th, 2022 • Ashford Inc. • Services-management consulting services

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.

AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 28th, 2023 • Ashford Inc. • Services-management consulting services • Texas

This Agreement amends, restates, and supersedes in its entirety, without novation, that certain Credit Agreement dated as of November 1, 2017, by and between Presentation Technologies, LLC, formerly known as Presentation Technologies, Inc., a Texas corporation, and now known as Inspire Event Technologies Holdings, LLC, a Delaware limited liability company, and Bank (as amended prior to the date hereof, the “Prior Agreement”).

ASHFORD INC. AMENDED AND RESTATED MUTUAL EXCLUSIVITY AGREEMENT
Mutual Exclusivity Agreement • August 8th, 2018 • Ashford Inc. • Services-management consulting services • Texas

THIS ASHFORD INC. AMENDED AND RESTATED MUTUAL EXCLUSIVITY AGREEMENT (this “Agreement”) is entered as of the 8th day of August, 2018 by and among ASHFORD HOSPITALITY ADVISORS LLC, a Delaware limited liability corporation (“Ashford LLC”), ASHFORD INC., a Maryland corporation (“Ashford Inc.”), and REMINGTON LODGING & HOSPITALITY, LLC, a Delaware limited liability company (“Manager”), and is consented and agreed to by MONTY J. BENNETT as a Remington Affiliate.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 18th, 2014 • Ashford Inc • Services-management consulting services • Texas

This REGISTRATION RIGHTS AGREEMENT, dated as of November 12, 2014, is entered into by Ashford Inc., a Delaware corporation (“Ashford Inc.”) for the benefit of the holders of common units in Ashford Hospitality Advisors LLC, a Delaware limited liability company (“Ashford LLC”) whose names are set forth on Exhibit A attached hereto (the “Ashford LLC Unit Holders”).

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • August 8th, 2018 • Ashford Inc. • Services-management consulting services • Maryland

INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of August 8, 2018, by and among Ashford Holding Corp., a Maryland corporation (the “Company”), Archie Bennett, Jr., Monty J. Bennett, MJB Investments, LP (each a “Remington Holder” and collectively, the “Remington Holders”), Mark A. Sharkey (“Sharkey”), and any other Persons that become parties to this Agreement by joinder as provided in this Agreement. Capitalized terms used in this Agreement and not otherwise defined have the meanings given such terms in Article 1 or in the applicable Section cross-referenced in Article 1.

AMENDMENT NO. 2 TO THE FIFTH AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • August 16th, 2021 • Ashford Inc. • Services-management consulting services • 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”).

FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 17th, 2022 • Ashford Inc. • Services-management consulting services

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”).

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THIRD AMENDED AND RESTATED ADVISORY AGREEMENT ASHFORD HOSPITALITY TRUST, INC.
Advisory Agreement • March 15th, 2024 • Ashford Inc. • Services-management consulting services • Texas

THIS THIRD AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), is dated and effective as of March 12, 2024 (the “Effective Date”), by and between ASHFORD HOSPITALITY TRUST, INC., a Maryland corporation (“Ashford Trust” or the “Company”), ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”), ASHFORD TRS CORPORATION, a Delaware corporation (“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”), which is the operating company of Ashford Inc.

AGREEMENT OF PURCHASE AND SALE by and between Ashford Hospitality Limited Partnership a Delaware limited partnership (“Purchaser”) and Ashford Hospitality Advisors LLC, A Delaware limited liability company (“Seller”) Hilton Hotel, Marietta, Georgia
Agreement of Purchase and Sale • December 21st, 2022 • Ashford Inc. • Services-management consulting services

THIS AGREEMENT OF PURCHASE AND SALE (this “Agreement”) is made as of December 16, 2022 (the “Effective Date”), by and between Ashford Hospitality Limited Partnership, a Delaware limited partnership (“Purchaser”), and Ashford Hospitality Advisors LLC, a Delaware limited liability company (“Seller”).

MASTER PROJECT MANAGEMENT AGREEMENT by and among ASHFORD TRS CORPORATION a Delaware corporation and RI MANCHESTER TENANT CORPORATION a Delaware corporation and CY MANCHESTER TENANT CORPORATION a Delaware corporation and PROJECT MANAGEMENT, LLC a...
Master Project Management Agreement • August 8th, 2018 • Ashford Inc. • Services-management consulting services • Texas

THIS MASTER PROJECT MANAGEMENT AGREEMENT is made and entered into on this 8th day of August, 2018, by and among ASHFORD TRS CORPORATION, a Delaware corporation, RI MANCHESTER TENANT CORPORATION, a Delaware corporation, and CY MANCHESTER TENANT CORPORATION, a Delaware corporation (together with any taxable REIT subsidiaries of the Partnership hereafter existing, hereinafter referred to as “Lessee”), PROJECT MANAGEMENT LLC, a Maryland limited liability company (hereinafter referred to as “Manager”), Ashford Hospitality Limited Partnership, a Delaware limited partnership (“Partnership”) and for the limited purposes of Article VIII herein, the Landlords (defined below).

Restricted Stock Award Agreement
Restricted Stock Award Agreement • March 17th, 2023 • Ashford Inc. • Services-management consulting services • Nevada

This Restricted Stock Award Agreement (this “Award Agreement”) is made and entered into as of [__][__], [__](the “Grant Date”) by and between Ashford Inc., a Nevada 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 2014 Incentive Plan, as the same may be amended from time to time (the “Plan”).

LICENSING AGREEMENT
Licensing Agreement • November 18th, 2014 • Ashford Inc • Services-management consulting services • Texas

This LICENSING AGREEMENT (this “Agreement”) dated as of November 12, 2014 (the “Effective Date”) between Ashford Hospitality Advisors LLC, a Delaware limited liability corporation (“Ashford LLC” or “Licensor”), Ashford Hospitality Trust, Inc., a Maryland corporation (“Ashford Trust”) and Ashford Hospitality Limited Partnership (“Ashford Trust OP”) (Ashford Trust and Ashford Trust OP, collectively, referred to as “Licensees”) (each party hereto, a “Party” and collectively, referred to as the “Parties”).

SECOND AMENDED AND RESTATED ADVISORY AGREEMENT ASHFORD HOSPITALITY TRUST, INC.
Advisory Agreement • January 15th, 2021 • Ashford Inc. • Services-management consulting services • Texas

THIS SECOND AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), is dated and effective as of January 14, 2021 (the “Effective Date”), by and between ASHFORD HOSPITALITY TRUST, INC., a Maryland corporation (“Ashford Trust” or the “Company”), ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”), ASHFORD TRS CORPORATION, a Delaware corporation (“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”), which is the operating company of Ashford Inc.

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • November 18th, 2014 • Ashford Inc • Services-management consulting services

This Assignment and Assumption Agreement (this “Agreement”) is executed as of November 12, 2014 (the “Effective Date”) by and between ASHFORD HOSPITALITY TRUST, INC., a Maryland corporation (“Ashford Trust”), ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (“Ashford Trust OP”), and ASHFORD HOSPITALITY ADVISORS LLC, a Delaware limited liability company (“Ashford LLC”). This Agreement is executed pursuant to, and is expressly made subject to, the terms and conditions of that certain Separation and Distribution Agreement (the “Separation and Distribution Agreement”) dated as of October 31, 2014, by and between Ashford Trust, Ashford OP Limited Partner LLC, a Delaware limited liability company, Ashford Trust OP, Ashford Inc., a Delaware corporation, and Ashford LLC, which will effect a spin-off of Ashford Inc. from Ashford Trust (the “Spin-Off”).

BRAEMAR MASTER PROJECT 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 and PROJECT...
Management Agreement • August 8th, 2018 • Ashford Inc. • Services-management consulting services • Texas

THIS BRAEMAR MASTER PROJECT MANAGEMENT AGREEMENT is made and entered into on this 8th day of August, 2018, by and among BRAEMAR TRS CORPORATION, a Delaware corporation, CHH III TENANT PARENT CORP., a Delaware corporation, and RC HOTELS (VIRGIN ISLANDS), INC., a U.S. Virgin Islands corporation (together with any taxable REIT subsidiaries of the Partnership hereafter existing, hereinafter referred to as “Lessee”), PROJECT MANAGEMENT LLC, a Maryland limited liability company (hereinafter referred to as “Manager”), Braemar Hospitality Limited Partnership, a Delaware limited partnership (the “Partnership”), and for the limited purposes of Article VIII herein, the Landlords (defined below).

SUBORDINATION AND NON-DISTURBANCE AGREEMENT
Subordination and Non-Disturbance Agreement • January 15th, 2021 • Ashford Inc. • Services-management consulting services

THIS SUBORDINATION AND NON-DISTURBANCE AGREEMENT (this “Agreement”) is made as of the 15th day of January, 2021, by and among (i) OAKTREE FUND ADMINISTRATION, LLC, a Delaware limited liability company, as the Administrative Agent and collateral agent on behalf of the Lenders, “Agent”); (ii) ASHFORD INC., a Nevada corporation (“AINC”), (iii) ASHFORD HOSPITALITY ADVISORS LLC, a Delaware limited liability company (together with AINC, “Advisor”), (iv) Ashford Hospitality Trust, Inc., a Maryland corporation (“Parent”), (v) Ashford Hospitality Limited Partnership, a Delaware limited partnership (“Borrower”), (vi) Ashford TRS Corporation, a Delaware corporation (“TRS” and, collectively with Parent, Borrower, and any other Affiliate of a Borrower Party that is or becomes party to an AINC Agreement (as defined below), the “Borrower Parties”)), (vii) Remington Lodging & Hospitality, LLC, a Delaware limited liability company (“Remington”), (viii) Premier Project Management, LLC, a Maryland limite

LIMITED WAIVER UNDER ADVISORY AGREEMENT
Limited Waiver Under Advisory Agreement • March 16th, 2022 • Ashford Inc. • Services-management consulting services

This LIMITED WAIVER UNDER ADVISORY AGREEMENT (this “Waiver”) is entered into as of March 15, 2022, by and among ASHFORD HOSPITALITY TRUST, INC. (the “Company”), ASHFORD HOSPITALITY LIMITED PARTNERSHIP (the “Operating Partnership”), ASHFORD TRS CORPORATION (“TRS”), ASHFORD INC. (“AINC”), and ASHFORD HOSPITALITY ADVISORS LLC (“Ashford LLC” and, together with AINC, the “Advisor”).

TRANSITION COST SHARING AGREEMENT
Transition Cost Sharing Agreement • November 6th, 2019 • Ashford Inc. • Services-management consulting services • Texas

This TRANSITION COST SHARING AGREEMENT (this “Agreement”), dated as of November 6, 2019, is entered into by and among Archie Bennett, Jr. (“ABennett”), Monty J. Bennett (“MBennett”), MJB Investments, LP, a Delaware limited partnership (“MJB Investments” and collectively, with ABennett and MBennett, the “Services Recipients”), Ashford Nevada Holding Corp. (to be renamed Ashford Inc.), a Nevada corporation (“New Holdco”), and Remington Holdings, L.P., a Delaware limited partnership (“Holdings”). Each of ABennett, MBennett, MJB Investments, New Holdco and Holdings is referred to herein as a “Party” and collectively as the “Parties.” As provided in Section 1.1(e), the estate of ABennett (upon his death) and the estate of MBennett (upon his death) each shall have the option to become a “Party” and a “Services Recipient” (as hereinafter defined) under this Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Combination Agre

ASHFORD INC. AND COMPUTERSHARE TRUST COMPANY, N.A. Rights Agent Amendment No. 1 to the Amended and Restated Rights Agreement Dated as of October 31, 2016
Rights Agreement • November 1st, 2016 • Ashford Inc. • Services-management consulting services • New York

The Rights Agreement provides that, until the Distribution Date (or earlier expiration of the Rights), the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date or upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any

SEVENTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 1st, 2021 • Ashford Inc. • Services-management consulting services

THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is executed on March 29, 2021, among ASHFORD HOSPITALITY HOLDINGS LLC, a Delaware limited liability company (“Borrower”), ASHFORD INC., a Nevada corporation (“Parent”), each lender party hereto (collectively, “Lenders”), certain of their respective Subsidiaries party hereto as Guarantors, and BANK OF AMERICA, N.A., as Administrative Agent (“Administrative Agent”).

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