Exhibit 10.16
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered as of the 4th
day of September, 2003 by and between Highland Hospitality Corporation, a
Maryland corporation (the "REIT") and Xxxxx X. Xxxxxxxxx (the "Investor").
THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts,
understandings and intentions:
WHEREAS, the REIT proposes to undertake an underwritten initial public
offering (the "Offering") of shares of its common stock, par value $0.01 per
share ("Shares"); and
WHEREAS, the Investor desires to purchase Shares as described herein;
and
WHEREAS, the parties have determined that, in connection with the
Offering and the purchase of Shares by the Investor, it is desirable to set
forth in this Agreement certain covenants and agreements among the parties.
NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements set forth herein, the
parties hereto, intending to be legally bound hereby, agree as follows:
1. Investor hereby agrees to purchase 300,000 Shares directly from the
REIT. The purchase price per share for the Shares shall be the initial public
Offering price, net of underwriting discounts and commissions.
2. Investor understands and agrees that the purchase of the Shares is
being made pursuant to a private placement exempt from the registration
requirements of the Securities Act of 1933 (the "Securities Act") and may not be
sold, transferred or conveyed by the Investor except in compliance with
applicable securities laws.
3. The purchase of the Shares by Investor shall be by means of a cash
payment (wire transfer or other means acceptable to the REIT) and shall close at
the time of closing of the Offering.
4. Investor hereby agrees that the purchase of the Shares may be
described in the REIT's registration statement and prospectus.
5. Investor hereby represents and warrants to the REIT that:
a. Investor is an "accredited investor" as that term is
defined in Rule 501 of the rules and regulations of the Securities and Exchange
Commission under the Securities Act; and
b. Investor has received all information Investor deems
relevant or necessary with respect to the purchase of the Shares.
IN WITNESS WHEREOF, this Agreement has been entered into effective as
of the 4th day of September, 2003.
HIGHLAND HOSPITALITY CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: President and Chief Executive Officer
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
