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 ofSeparation and Distribution Agreement • August 15th, 2014 • Ashford Inc • Services-management consulting services • Texas
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of [ , 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 15th, 2014 • Ashford Inc • Services-management consulting services • Texas
This REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 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”).
