EXHIBIT 2.2
INVESTMENT LETTER AGREEMENT
HOTEL INTERNATIONAL ADVISORS, LLC
Host Funding, Inc.
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
Gentlemen:
The undersigned acknowledges that it is receiving from Host Funding,
Inc., a Maryland corporation ("Host Funding"), 1,000,000 shares of the Class
A Common Stock, $0.01 par value, of Host Funding (the "Shares"), in exchange
for interests in four hotel properties owned by Bufete Grupo Internacional,
S. A. de C. V and/or its affiliates.
1. ACCEPTANCE OF SHARES. Subject to the terms and conditions
of this Investment Letter Agreement, the undersigned hereby accepts ownership
of the Shares.
2. ACKNOWLEDGMENTS, REPRESENTATIONS AND COVENANTS. The
undersigned acknowledges that the undersigned is acquiring the Shares in a
transaction not involving a public offering and without being furnished any
offering literature or prospectus. The undersigned further acknowledges,
represents, warrants and covenants as follows:
(a) the undersigned is organized under the laws of the
State of Delaware;
(b) the undersigned understands that the Shares have not
been registered under the Securities Act of 1933, as amended (the
"Securities Act"), and represents and warrants that the Shares are
being acquired by the undersigned solely for the undersigned's own
account, for investment purposes only, and are not being received with
a view to, or in connection with, any resale, distribution, subdivision
or fractionalization thereof; the undersigned further represents and
warrants that the undersigned has no agreement or other arrangement,
formal or informal, with any person to sell, transfer or pledge any
part of the Shares which would guarantee to the undersigned any profit
or against any loss with respect to such Shares and the undersigned has
no plans to enter into any such agreement or arrangement;
(c) the undersigned understands that Host Funding will
direct the transfer agent of the Shares to make notations in the
appropriate records of the corporation of the restrictions on the
transferability of the Shares and to affix to the certificate
representing such Shares the standard restrictive legend of Host
Funding together with
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any legends required by the Charter of Host Funding or the laws of the
State of Maryland;
(d) the undersigned understands that no federal or state
agency has passed on or made any recommendation or endorsement relating
to the Shares or any finding or determination as to the fairness of an
investment in the Shares;
(e) the undersigned agrees that the Shares received by
the undersigned may not be resold or otherwise transferred unless such
Shares are registered under the Securities Act and any applicable state
securities laws or an exemption from such registration is available;
(f) the undersigned (i) is an "accredited investor" as
that term is defined in Rule 501 (a) of the Securities Act, (ii) has
had prior experience with investments similar to the Shares, (iii) has
knowledge and experience in financial and business matters such that
the undersigned is capable of evaluating the merits and risks of the
Shares and of making an informed investment decision, and (iv) is able
to bear the economic risk of the undersigned's investment in the
Shares;
(g) the undersigned is familiar with the business and
financial condition, properties, operation and prospects of Host
Funding and its subsidiaries, and, at a reasonable time prior to the
execution of this Investment Letter Agreement, has been afforded the
opportunity to ask questions of and has received satisfactory answers
from the officers and directors of Host Funding, or other persons
acting on behalf of Host Funding, concerning the business and financial
condition, properties, operations and prospects of Host Funding and its
subsidiaries;
(h) the undersigned recognizes that no assurances are or
have been made regarding the tax consequences which may inure to the
undersigned as a result of an investment in the Shares, nor has any
assurance been made that existing tax laws will not be modified in the
future, thus changing the tax consequences under existing tax laws and
regulations;
(i) the undersigned recognizes that no assurances are or
have been made regarding the approximate length of time that the
undersigned will be required to remain as owner of the Shares; and
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(j) the undersigned has received and reviewed copies of the
following documents previously filed by Host Funding, containing financial
statements or other related information concerning Host Funding and its
subsidiaries:
(i) Host Funding's Annual Report on Form 10-K filed with
the Securities and Exchange Commission (the "SEC") for the fiscal year
ended December 31, 1999; and
(iii) Host Funding's Quarterly Report on Form 10-Q filed
with the SEC for the fiscal quarter ended March 31, 2000.
The undersigned recognizes that the transfer of the Shares to the undersigned
is based upon the representations and warranties contained herein, and the
undersigned agrees to indemnify Host Funding and their respective officers,
directors, agents and representatives and to hold each of them harmless
against any liabilities, costs or expenses (including reasonable attorneys'
fees) arising by reason of or in connection with any misrepresentation or any
breach of such representations or warranties by the undersigned, or arising
as a result of the sale or distribution of any Shares by the undersigned in
violation of the Securities Act, or other applicable law.
The undersigned agrees that the foregoing acknowledgments, representations
and covenants shall survive the receipt by the undersigned of the Shares, as
well as any investigation made by the party relying on the same.
3. FURTHER ASSURANCES AND REVOCATION. The undersigned agrees
to execute any and all further instruments and documents necessary or
advisable in connection with the receipt of the Shares by the undersigned,
including, without limitation, all instruments and documents that may be
necessary, desirable or appropriate in connection with any applicable state
and federal securities laws. Further, the undersigned agrees that (i) the
undersigned may not cancel, terminate or revoke this Agreement, and (ii) this
Agreement shall be binding upon the undersigned's successors and assigns.
4. MISCELLANEOUS.
(a) This Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland applicable to
contracts made and wholly performed in that state.
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(b) This Agreement constitutes the entire agreement among
the parties hereto with respect to the subject matter hereof, and may
be amended only by a writing executed by the party to be bound thereby.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned has executed this Investment Letter
Agreement as of this 22nd day of June, 2000.
HOTEL INTERNATIONAL ADVISORS, LLC
By: /s/ Xxxxxxx X. XxXxxxx
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Name: Xxxxxxx X. XxXxxxx
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Title: Managing Member
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