COMBINATION AGREEMENTVoting and Stock Transfer Restriction Agreement • June 3rd, 2019 • Ashford Inc. • Services-management consulting services • Maryland
Contract Type FiledJune 3rd, 2019 Company Industry JurisdictionTHIS COMBINATION AGREEMENT (this “Agreement”), dated as of May 31, 2019, is entered into among Archie Bennett, Jr. and Monty J. Bennett (collectively, the “Bennetts”); Remington Holdings, L.P., a Delaware limited partnership (“Remington”); Remington Holdings GP, LLC, a Delaware limited liability company and the general partner of Remington (the “General Partner”); MJB Investments, LP (“MJB Investments”); Ashford Inc., a Maryland corporation (“AINC”); solely for the purpose of conveying his Marietta Class B Interests and for purposes of Article VII, James L. Cowen (“Cowen”); solely for the purpose of conveying his Marietta Class B Interests and for purposes of Article VII, Jeremy J. Welter (“Welter”); Ashford Nevada Holding Corp., a Nevada corporation and wholly owned Subsidiary of AINC (“New Holdco”); and Ashford Merger Sub Inc., a Maryland corporation and wholly owned Subsidiary of New Holdco (“Merger Sub”). Capitalized terms used in this Agreement have the meanings given such terms i