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, GeorgiaAgreement 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”).
December 16, 2022Ashford Inc. • December 21st, 2022 • Services-management consulting services
Reference is made to (i) that certain Second Amended and Restated Advisory Agreement, dated as of January 14, 2021, (the “Existing Advisory Agreement”) by and among, Ashford Hospitality Trust, Inc. (“Trust”), Ashford Hospitality Limited Partnership (“Trust LP”), Ashford TRS Corporation (“TRS”), Ashford Inc. and Ashford Hospitality Advisors LLC (together with Ashford Inc., the “Advisor”) and (ii) that certain Enhanced Return Funding Program Agreement and Amendment No. 1 to the Amended and Restated Advisory Agreement, dated effective as of June 26, 2018 (the “ERFP Agreement”), by and among Trust, Trust LP, TRS and the Advisor. Capitalized terms used but not defined in this side letter agreement (this “Side Letter”) have the meaning given to them in the Existing Advisory Agreement.
UNAUDITED PRO FORMA FINANCIAL STATEMENTSUnaudited Pro Forma Financial Statements • December 21st, 2022 • Ashford Inc. • Services-management consulting services
Ashford Inc. (“AINC” or the “Company”), Ashford Hospitality Trust, Inc. (“Ashford Trust”), Ashford Hospitality Limited Partnership (the “Operating Partnership”), Ashford TRS Corporation, and Ashford Hospitality Advisors LLC (“Ashford LLC” and together with AINC, the “Advisor”) previously entered into the Enhanced Return Funding Program Agreement and Amendment No. 1 to the Amended and Restated Advisory Agreement, dated effective as of June 26, 2018 (the “ERFP Agreement”). Although the ERFP Agreement terminated in accordance with its terms on June 26, 2021, the Advisor remained obligated to provide Ashford Trust with approximately $11,400,000 related to Ashford Trust’s acquisition of the Embassy Suites Manhattan hotel (the “ES Manhattan ERFP Balance”), which such hotel constituted an Enhanced Return Hotel Asset (as defined in the ERFP Agreement).
