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 .
