Equity Commitment LetterEquity Commitment Letter • March 16th, 2021 • Starwood Capital Group Global Ii, L.P. • Hotels & motels
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Agreement”) entered into concurrently herewith by and among Extended Stay America, Inc., a Delaware corporation (the “Company”), ESH Hospitality, Inc., a Delaware corporation (“Hospitality”), Eagle Parent Holdings L.P., a Delaware limited partnership (“Parent”), Eagle Merger Sub 1 Corporation, a Delaware corporation (“MergerCo 1”), and Eagle Merger Sub 2 Corporation, a Delaware corporation (“MergerCo 2”). Capitalized terms used and not otherwise defined herein and the terms “affiliate” and “person” have the meanings ascribed to them in the Agreement.
GUARANTYGuaranty • March 16th, 2021 • Starwood Capital Group Global Ii, L.P. • Hotels & motels • Delaware
This GUARANTY is dated as of March 14, 2021 (this “Guaranty”) and is given by Starwood Distressed Opportunity Fund XII Global, L.P., a Delaware limited partnership (the “Guarantor”), in favor of Extended Stay America, Inc., a Delaware corporation and ESH Hospitality, Inc., a Delaware corporation (each, a “Guaranteed Party” and together, the “Guaranteed Parties”).
Interim Investors AGREEMENTInterim Investors Agreement • March 16th, 2021 • Starwood Capital Group Global Ii, L.P. • Hotels & motels • Delaware
SUPPORT AGREEMENTSupport Agreement • March 16th, 2021 • Starwood Capital Group Global Ii, L.P. • Hotels & motels • Delaware
This Support Agreement (this “Agreement”), dated as of March 14, 2021, is entered into by and between Eagle Parent Holdings L.P., a Delaware limited partnership (“Parent”), and SAR Public Holdings, L.L.C., a Delaware limited liability company (the “Stockholder”).
