AMENDMENT NO. 3 TO EQUITY DISTRIBUTION AGREEMENT
AMENDMENT NO. 3, dated as of May 21, 2021 (the Amendment No. 3), by and among Xenia Hotels & Resorts, Inc., a Maryland corporation (the Company), XHR LP, a Delaware limited partnership (the Operating Partnership), and Wells Fargo Securities, LLC, Robert W. Baird & Co. Incorporated, Jefferies LLC, KeyBanc Capital Markets Inc. and Raymond James & Associates, Inc., as sales agents and/or principals (each, a Manager and, collectively, the Managers), to that certain Equity Distribution Agreement, dated March 2, 2018, as amended by Amendment No. 1 thereto, dated February 27, 2019, and as further amended by Amendment No. 2 thereto, dated August 19, 2020 (as so amended, the Agreement).
W I T N E S S E T H:
WHEREAS, pursuant to the Agreement, the Company has implemented an at-the-market offering program (the ATM Program) under which the Company was originally authorized to issue its Common Stock with an aggregate offering price of up to $200,000,000;
WHEREAS, prior to the Effective Date (as defined below), the Company sold Shares under the ATM Program with an aggregate offering price of $137,413,293.62, and Common Stock with an aggregate offering price of up to $62,586,706.38 remained available for issue and sale under the ATM Program;
WHEREAS, each of the Company, the Operating Partnership and the Managers desires to increase the Maximum Amount by $137,413,293.62, from $200,000,000 to $337,413,293.62, with the result that Common Stock with an aggregate offering price of up to $200,000,000 will be available for issue and sale under the ATM Program as of the Effective Date; and
WHEREAS, this Amendment No. 3, effective as of May 21, 2021 (the Effective Date), shall constitute an amendment to the Agreement, which shall remain in full force and effect as amended by this Amendment No. 3.
NOW, THEREFORE, in consideration of the mutual agreement to amend the Agreement, the parties hereto, intending legally to be bound, hereby amend and modify the Agreement as of the date hereof as follows:
Section 1. Definitions.
Unless otherwise specified herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Agreement.
Section 2. Representation and Warranty.
Each of the Company and the Operating Partnership, jointly and severally, represents and warrants to the Managers that this Amendment No. 3 has been duly authorized, executed and delivered by, and is a valid and binding agreement of, each of the Company and the Operating Partnership.