Second Amendment to the Contribution Agreement dated as of June 18, 2021, by and between the Operating Partnership and Houston-Hotel Partners, LLC and Houston Land Partners, LLC for the Houston Hilton Garden Inn Property

Contract Categories: Business Operations - Operating Agreements
EX-10.34 7 tmb-20210630xex10d34.htm EX-10.34

Exhibit 10.34

SECOND AMENDMENT TO CONTRIBUTION AGREEMENT This SECOND AMENDMENT TO CONTRIBUTION AGREEMENT (this "Second Amendment") is made as of the 18th day of June 2021 (the "Amendment Date'') by and among Houston-Hotel Partners, LLC,a California limited liability company, Houston Land Partners, LLC a California limited liability company, (collectively the "Contributor"), and Lodging Fund REIT III OP, LP, a Delaware limited partnership (the "Operating Partnership"). WHEREAS, Contributor and Operating Partnership entered into that certain Contribution Agreement dated April 1, 2021 (the "Agreement") as amended on May 18, 2021, for the contribution of a 182-room hotel business known as the Hilton Garden Inn Houston Bush International Airport located at 15400 John F. Kennedy Blvd., Houston, Texas 77032 (the "Property"); WHEREAS, pursuant to the Agreement the Operating Partnership's Due Diligence Period is set to expire at 11:59 PM EST on June 18, 2021; WHEREAS, the Operating Partnership has realized it will need an extension to the Due Diligence Period; NOW THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: 1. Capitalization. All capitalized terms used herein will have the meanings ascribed to those terms in the Agreement, unless otherwise specified herein. 2. Due Diligence Period. Section 2.18.1 shall remain in full force and effect except that the Due Diligence Period shall extend for an additional 14 days, which shall be July 2, 2021. 3. Conflict; Counterparts.In the event of any conflict between the terms of this Amendment and the Agreement, this Amendment shall control. This Amendment may be executed in multiple counterparts via facsimile or email in .PDF format, each of which shall be deemed to be an original, but such counterparts when taken together shall constitute but one Amendment. 4. Successors and Assigns. This Amendment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors, administrators, and assigns. 5. Ratification. Except as set forth above, the terms of the Agreement are hereby ratified and confirmed in their entirety. [Signature Page to Follow]

IN WITNESS WHEREOF, this Second Amendment has been duly executed by the parties hereto as of the even date herewith. CONTRIBUTOR: Houston-Hotel Partners, LLC and Houston Land Partners, LLC each a California limited liability company BY: Houston Hospitality Partners, Inc. a California corporation Managing Member /s/ Charles J. Rotkin


OPERATING PARTNERSlllP: LODGING FUND REIT III OP, LP A Delaware limited partnership By:Lodging Fund REIT III, Inc. Its: General Partner By: /s/ David R. Durell Name: David R. Durell Title: Chief Investment Officer