OTHER INFORMATION
−Removed: Amendments to Articles of Incorporation
−Removed: As previously disclosed, on April 2, 2021, we filed with the SDAT the Series E Articles Supplementary and the Series M Articles Supplementary establishing the rights and preferences of the Series E Preferred Stock and the Series M Preferred Stock, respectively (together, the Series E Articles Supplementary and the Series M Articles Supplementary, the “Articles Supplementary”).
−Removed: On November 4, 2021, we filed with the SDAT certificates of correction to the Articles Supplementary (together, the “Certificates of Correction”).
−Removed: The Certificates of Correction fix incorrect cross references contained in Section (7)(b)(v) of Article THIRD of the Articles Supplementary.
−Removed: The Certificates of Correction became effective upon filing.
−Removed: All terms of the Series E Preferred Stock and the Series M Preferred Stock (including, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption) remain unchanged by the filing of the Certificates of Correction.
−Removed: Copies of the Certificates of Correction are attached as Exhibit 3.10 and 3.11 to this Form 10-Q and are incorporated herein by reference.
Exhibit Description
−Removed: 1.1 Purchase Agreement, dated as of May 13, 2021, by and among the Company, the Operating Partnership, the Advisor and UBS Securities LLC, as the Initial Purchaser (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed on May 18, 2021).
−Removed: 1.2 Equity Distribution Agreement, dated as of May 25, 2021, by and between Braemar Hotels & Resorts Inc.
−Removed: and Virtu Americas LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed on May 26, 2021).
−Removed: 1.3 Equity Distribution Agreement, dated as of July 12, 2021, by and among Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Ashford Hospitality Advisors LLC and Virtu Americas LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 12, 2021).
3.1 Articles of Amendment and Restatement of Braemar Hotels & Resorts Inc.
11 unchanged sentences
333-234663) filed with the SEC on January 24, 2020).
−Removed: 3.7 Articles Supplementary Establishing the Series E Redeemable Preferred Stock of Braemar Hotels & Resorts Inc., accepted for record and certified by the SDAT on April 2, 2021 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on April 2, 2021).
−Removed: Exhibit Description
−Removed: 3.8 Articles Supplementary Establishing the Series M Redeemable Preferred Stock of Braemar Hotels & Resorts Inc., accepted for record and certified by the SDAT on April 2, 2021 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on April 2, 2021).
−Removed: 3.9 Fourth Amended and Restated Bylaws of Braemar Hotels & Resorts Inc.
−Removed: (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on August 20, 2018).
−Removed: 3.10* Certificate of Correction of Series E Articles Supplementary of Braemar Hotels & Resorts Inc., accepted for record and certified by the SDAT on November 4, 2021.
−Removed: 3.11* Certificate of Correction of Series M Articles Supplementary of Braemar Hotels & Resorts Inc., accepted for record and certified by the SDAT on November 4, 2021.
−Removed: 10.1 Amendment No.
−Removed: 2 to the Fifth Amended and Restated Advisory Agreement, dated as of August 16, 2021, by and among Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Braemar TRS Corporation, Ashford Inc.
−Removed: and Ashford Hospitality Advisors LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 17, 2021).
+Added: 3.7 Fourth Amended and Restated Bylaws, as amended by Amendment No.
+Added: 1 on March 17, 2022, adopted on March 17, 2022.
+Added: (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on March 18, 2022).
31.1* Certifications of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of Securities Exchange Act of 1934, as amended.
4 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: 99.1 Consulting and Cooperation Agreement, by and among Ashford Inc., Ashford Hospitality Advisors LLC, and Robert G.
−Removed: Haiman, dated as of June 30, 2021 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed on June 30, 2021).
−Removed: The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 are formatted in XBRL (Extensible Business Reporting Language):
+Added: 99.1 Release and Waiver, by and between Ashford Hospitality Services, LLC and Jeremy Welter, dated April 15, 2022 (incorporated by reference to exhibit 99.1 to the Current Report on F orm 8-K filed on April 19, 2022).
+Added: The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 are formatted in XBRL (Extensible Business Reporting Language):
(i) Consolidated Balance Sheets;
19 unchanged sentences
BRAEMAR HOTELS & RESORTS INC.
−Removed: November 5, 2021 By:
+Added: May 6, 2022 By:
/s/ RICHARD J.
President and Chief Executive Officer
−Removed: November 5, 2021 By:
+Added: May 6, 2022 By:
Chief Financial Officer
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.