ASHFORD INC. AND COMPUTERSHARE TRUST COMPANY, N.A. Rights Agent Amendment No. 1 to the Amended and Restated Rights Agreement Dated as of October 31, 2016Rights Agreement • November 1st, 2016 • Ashford Inc. • Services-management consulting services • New York
The Rights Agreement provides that, until the Distribution Date (or earlier expiration of the Rights), the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date or upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any
AMENDMENT, WAIVER AND CONSENT AGREEMENTAmendment, Waiver and Consent Agreement • November 1st, 2016 • Ashford Inc. • Services-management consulting services • Delaware
This AMENDMENT, WAIVER AND CONSENT AGREEMENT (this “Agreement”), dated as of October 28, 2016, is entered into by and among Archie Bennett, Jr. and Monty J. Bennett (collectively, the “LP Transferors”); Remington Holdings GP, LLC, a Delaware limited liability company and the general partner of the Target (the “General Partner”) (each of the LP Transferors and the General Partner individually, a “Remington Holder” and collectively, the “Remington Holders”); MJB Investments, LP (“MJB Investments”); Mark A. Sharkey (“Sharkey”); Remington Holdings, LP, a Delaware limited partnership (the “Target”); Ashford, Inc., a Delaware corporation (the “Company”); Ashford Advisors, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Newco”); Remington Hospitality Management, Inc., a Delaware corporation and wholly owned subsidiary of Newco (“Newco Sub”); Ashford GP Holdings I, LLC, a Delaware limited liability company and wholly owned subsidiary of Newco (“GP Holdings I”); and Re
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 1st, 2016 • Ashford Inc. • Services-management consulting services • Maryland
THIS AGREEMENT AND PLAN OF MERGER, dated as of October 28, 2016 (this “Agreement”), is entered into by and between Ashford Inc., a Delaware corporation (“Ashford (DE)”), and Ashford Inc., a Maryland corporation (“Ashford (MD)”). Ashford (DE) and Ashford (MD) are hereinafter sometimes collectively referred to as the “Constituent Corporations.”
