Exhibit 10.2
YUMA ACQUISITION
AGREEMENT
This Yuma
Acquisition Agreement (this “ Agreement ”),
effective as of January 31, 2005, is entered into by and between
InnSuites Hospitality Trust, an Ohio real estate investment trust
(the “ Company ”), and RRF Limited Partnership,
a Delaware limited partnership (“ RRFLP
”).
WITNESSETH
WHEREAS, RRFLP
owns a 99.9% sole general partner interest in Yuma Hospitality
Properties Limited Partnership
(“ Yuma LP ”); and
WHEREAS, in
exchange for the 99.9% sole general partner interest in Yuma LP
(the “ GP Interest ”), RRFLP desires to acquire
from the Company, and the Company desires to issue to RRFLP, Shares
of Beneficial Interest of the Company. A description of the
number of Shares of Beneficial Interest of the Company being issued
in connection with the Company’s acquisition of the GP
Interest is set forth on Exhibit A .
NOW THEREFORE, in
consideration of the mutual promises and covenants contained in
this Agreement, the parties hereto, intending to be legally bound,
agree as follows:
SECTION 1. DEFINITIONS .
The following
terms when used in this Agreement shall have the following
respective meanings:
“
Agreement ” has the meaning set forth in the
introductory paragraph.
“
Company ” means InnSuites Hospitality Trust, an Ohio
real estate investment trust, together with its successors and
assigns.
“ GP Interest ” has the
meaning set forth in the introductory statements.
“
Governmental Authority ” means the United States, any
state or municipality, the government of any foreign country, any
subdivision of any of the foregoing or any authority, department,
commission, board, bureau, agency, court or instrumentality of any
of the foregoing.
“
Lien ” means any mortgage, deed of trust, lien,
pledge, hypothecation, encumbrance, charge, security interest,
conditional sale or other title retention agreement, pledge,
purchase option, call, adverse claim or similar right of a third
party with respect to such securities.
“
RRFLP ” means RRF Limited Partnership, a Delaware
limited partnership, together with its successors and
assigns.
“
Securities Act ” means the Securities Act of 1933, as
amended.
“
Shares ” means the Shares of Beneficial Interest of
the Company to be acquired by RRFLP hereunder, as set forth on
Exhibit A .
“ Yuma
LP ” means Yuma Hospitality Properties Limited
Partnership, an Arizona limited partnership.
SECTION 2.
EXCHANGE OF GP INTEREST AND SHARES .
Subject to and
upon the terms and conditions set forth in this Agreement, the
Company agrees to issue to RRFLP, and RRFLP agrees to acquire from
the Company, the Shares in exchange for the GP Interest, all in the
manner and the amounts set forth in Exhibit A .
SECTION 3.
REPRESENTATIONS OF THE COMPANY . The Company hereby
represents and warrants to RRFLP as follows:
3.1
Company Existence . The Company is a real estate
investment trust duly organized, validly existing and in good
standing under the laws of the State of Ohio.
3.2
Company
Power and Authorization . The Company has the power, authority,
and legal right to execute, deliver and perform this
Agreement. The execution, delivery and performance of this
Agreement by the Company has been duly authorized by all necessary
corporate action on behalf of the Company. This Agreement
constitutes the legal, valid and binding obligation of the Company,
enforceable against it in accordance with its terms, subject
to any applicable bankruptcy, insolvency (including all applicable
laws relating to fraudulent transfers), reorganization, moratorium
or similar laws now or hereafter in effect relating to
creditors’ rights generally or to general principles of
equity (regardless of whether enforcement is considered in a
proceeding in equity or at law).
3.3
Validity
of Contemplated Transactions; Consent . The execution,
delivery and performance of this Agreement by the Company does not
and will not violate, conflict with or result in the breach of any
term, condition or provision of any agreement to which the Company
is a party, or require the approval or consent of any other party,
except for such approvals or consent as have already been obtained.
The Company does not require the approval or consent of, and is not
required to make any registration or filing with, any Governmental
Authority in connection with the execution, delivery and
performance of this Agreement by the Company, except for such
approvals, consents, registrations or filing as have already been
obtained or
2
made or will be
obtained or made after the date hereof as required by applicable
law and set forth on Exhibit B hereto.
3.4.
Issuance . The Shares to be issued and acquired under
this Agreement, when issued by the Company to RRFLP and acquired by
RRFLP pursuant to the terms of this Agreement, will (i) be duly
authorized, validly issued, fully paid and nonassessable, (ii) have
been issued in compliance with all federal and state securities
laws (subject to the approvals, consents, registrations or filings
set forth on Exhibit B hereto), and (iii) except as
otherwise provided herein, be free and clear of all
Liens.
3.5
No Registration . The Company understands and agrees
that the GP Interest hereby acquired by the Company has not
b
