TRANSITION COST SHARING AGREEMENTTransition Cost Sharing Agreement • November 6th, 2019 • Ashford Inc. • Services-management consulting services • Texas
This TRANSITION COST SHARING AGREEMENT (this “Agreement”), dated as of November 6, 2019, is entered into by and among Archie Bennett, Jr. (“ABennett”), Monty J. Bennett (“MBennett”), MJB Investments, LP, a Delaware limited partnership (“MJB Investments” and collectively, with ABennett and MBennett, the “Services Recipients”), Ashford Nevada Holding Corp. (to be renamed Ashford Inc.), a Nevada corporation (“New Holdco”), and Remington Holdings, L.P., a Delaware limited partnership (“Holdings”). Each of ABennett, MBennett, MJB Investments, New Holdco and Holdings is referred to herein as a “Party” and collectively as the “Parties.” As provided in Section 1.1(e), the estate of ABennett (upon his death) and the estate of MBennett (upon his death) each shall have the option to become a “Party” and a “Services Recipient” (as hereinafter defined) under this Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Combination Agre
MERGER AND REGISTRATION RIGHTS AGREEMENTMerger and Registration Rights Agreement • November 6th, 2019 • Ashford Inc. • Services-management consulting services • Maryland
MERGER AND REGISTRATION RIGHTS AGREEMENT dated as of November 6, 2019 (this “Agreement”), by and among Ashford Inc., a Maryland corporation (“AINC”), Ashford Nevada Holding Corp., a Nevada corporation (“New Holdco”), and Ashford Merger Sub Inc., a Maryland corporation (“Merger Sub” and, together with AINC and New Holdco, the “Merger Parties”), and, solely for the purposes of Article V hereof, Archie Bennett, Jr., Monty J. Bennett (together with Archie Bennett, Jr., the “Bennetts”), MJB Investments, LP (“MJB Investments”), the Alayna Jo Bennett Max 2019 Gift Trust, the Archie Bennett, III 2019 Gift Trust, the Audra Marie Bennett Maxwell 2019 Gift Trust, the Jory Glazener 2019 Gift Trust, the Krista Koleas 2019 Gift Trust, the Matthew Wade Bennett 2019 Gift Trust, the Beverly Rene Bennett Flood 2019 Gift Trust, the Supplemental Needs Trust FBO Lucas Wade Bennett (together with such other trusts, the “Trusts”), James L. Cowen, Jeremy J. Welter, Mark A. Sharkey and Marissa A. Bennett (toge
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 6th, 2019 • Ashford Inc. • Services-management consulting services • Nevada
INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 6, 2019, by and among Ashford Nevada Holding Corp. (to be renamed Ashford Inc.), a Nevada corporation (the “Company”), Archie Bennett, Jr., Monty J. Bennett, MJB Investments, LP (each a “Remington Holder” and collectively, the “Remington Holders”), the Alayna Jo Bennett Max 2019 Gift Trust, the Archie Bennett, III 2019 Gift Trust, the Audra Marie Bennett Maxwell 2019 Gift Trust, the Jory Glazener 2019 Gift Trust, the Krista Koleas 2019 Gift Trust, the Matthew Wade Bennett 2019 Gift Trust, the Beverly Rene Bennett Flood 2019 Gift Trust, the Supplemental Needs Trust FBO Lucas Wade Bennett (each such trust a “Trust” and collectively, the “Trusts”), James L. Cowen, Jeremy J. Welter, Mark A. Sharkey, Marissa A. Bennett and any other Persons that become parties to this Agreement by joinder as provided in this Agreement. Capitalized terms used in this Agreement and not otherwise defined have the meanings given such te
HOTEL SERVICES AGREEMENTHotel Services Agreement • November 6th, 2019 • Ashford Inc. • Services-management consulting services • Texas
This HOTEL SERVICES AGREEMENT (this “Agreement”), dated as of November 6, 2019, is entered into by and among Archie Bennett, Jr. (“ABennett”), Monty J. Bennett (“MBennett” and collectively with ABennett, the “Bennetts”), MJB Investments, LP, a Delaware limited partnership (“MJB Investments” and collectively with the Bennetts, the “Bennett Parties,” and each of the Bennett Parties, individually, a “Bennett Party”), Ashford Nevada Holding Corp. (to be renamed Ashford Inc.), a Nevada corporation (“New Holdco”), Remington Holdings, L.P., a Delaware limited partnership (“Remington”), Ashford Hospitality Services LLC, a Delaware limited liability company (“AHS”), and Premier Project Management LLC, a Maryland limited liability company (“Premier” and collectively with New Holdco, Remington and AHS, the “Ashford Parties”). Each of the Bennetts, MJB Investments and the Ashford Parties is referred to herein as a “Party” and collectively as the “Parties.” As provided in Section 1.1(e), the estate
NON-COMPETITION AGREEMENTNon-Competition Agreement • November 6th, 2019 • Ashford Inc. • Services-management consulting services • Delaware
This NON-COMPETITION AGREEMENT (this “Agreement”) is entered into as of November 6, 2019, by and among Ashford Nevada Holding Corp. (to be renamed Ashford Inc.), a Nevada corporation (the “Company”), Archie Bennett, Jr. (“AB”) and Monty J. Bennett (“MB” and together with AB, the “Bennetts”). Capitalized terms used in this Agreement and not otherwise defined have the meanings given such terms in Article 1 or in the applicable Section cross-referenced in Article 1.
