THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT
THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT
This Third Amendment to Asset Purchase Agreement (Amendment) together with the First Amendment and Second Amendment to the Asset Purchase Agreement, is made as of November 30, 2018, between GNP Group of Pineville, LLC a North Carolina limited liability company (Seller) with an address of 0000-0 X Xxxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 and Lodging Fund Real Estate Investment Trust III, a Delaware limited partnership with an address of 0000 00xx Xxxxxx Xxxxx, Xxxxx 000, Xxxxx, Xxxxx Xxxxxx 00000 (Buyer), is made with reference to the following:
RECITALS
A. Buyer and Seller have entered into an Asset Purchase Agreement effective as October 8, 2018 as amended by both the First Amendment effective November 7, 2018, and Second Amendment effective as of November 26, 2018, for the sale of a hotel asset commonly known as the Hampton Inn & suites Charlotte/Pineville located at 000 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 (the “Business”).
B. Parties agreed under the terms of the First Amendment to extend the Review Period until 5:00 pm EDT on November 26, 2018, which was extended under the terms of the Second Amendment to 5:00 pm EDT on November 30, 2018.
C. The Buyer has is undergoing its due diligence review, but requires additional time to further investigate the Business.
D. Except as specifically modified by this Amendment, all other the provisions of the Asset Purchase Agreement remain in full force and effect. Unless otherwise defined in this Amendment, capitalized terms have the meanings set forth in the Asset Purchase Agreement.
AGREEMENT
1. Incorporation of Recitals. The Recitals above constitute material and operative provisions in this Amendment, they are incorporated by reference.
2. Due Diligence. Seller and Buyer agree that the Review Period is extended through 5:00 pm EDT on December 7, 2018.
3. Miscellaneous.
4.1 Amendment. This Amendment and the Asset Purchase Agreement will not be amended, altered, or terminated except by a writing executed by each Party.
4.2 Choice of Law. This Amendment and the Asset Purchase Agreement shall be governed in all respects by the laws of the State of North Carolina.
4.3 Headings. The paragraph headings used in this Amendment are included solely for convenience.
4.4 Entire Agreement. This Amendment sets forth the entire understanding of the Parties as it relates to the subject matter contained herein.
4.5 Counterpart Execution; Facsimile Execution.
4.5.1 Counterpart Execution. This Third Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all counterparts, when taken together, will constitute one and the same agreement.
4.5.2 Facsimile Execution. The Parties agree that signatures on this Third Amendment may be delivered by facsimile in lieu of an original signature, and the Parties agree to treat facsimile signatures as original signatures and agree to be bound by this provision.
Signatures on the next page
The Parties have executed this Amendment on the following dates to be effective as of the Effective Date:
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SELLER | |
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GNP Group of Pineville, LLC | |
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a North Carolina limited liability company | |
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Dated: |
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/s/ Xxxxxxx Xxxxx |
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By: Xxxxxxx Xxxxx | |
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Its: Manager | |
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BUYER | |
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Lodging Fund Real Estate Investment Trust III, LP | |
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a Delaware limited partnership | |
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Dated: |
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/s/ Xxxxx Xxxxxx |
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By: Xxxxx Xxxxxx | |
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Its: Chief Acquisition Officer | |
