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


 


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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 been registered under the Securities Act by reason of a specific exemption
therefrom, and that the GP Interest so acquired can not be offered, sold or
transferred unless it is subsequently registered under the Securities Act or
such registration is not required.  The
Company further acknowledges and understands that RRFLP and Yuma LP are under
no obligation to register the GP Interest.


 


3.6           Brokers,
Finders, and Agents.  The Company is
not, directly or indirectly, obligated to anyone acting as broker, finder or in
any other similar capacity in connection with this Agreement or the
transactions contemplated by this Agreement.


 


SECTION 4.  REPRESENTATIONS
OF RRFLP.  RRFLP represents and
warrants to the Company as follows:


 


4.1           RRFLP
Existence.  RRFLP is duly organized,
validly existing, and in good standing under the laws of the State of Delaware.


 


4.2           RRFLP
Power and Authorization. RRFLP has the power, authority and legal right to
execute, deliver and perform this Agreement. 
The execution, delivery and performance of this Agreement by RRFLP has
been duly authorized by all necessary action on behalf of RRFLP.  This Agreement constitutes the legal, valid
and binding obligation of RRFLP, 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).


 


4.3           Validity
of Contemplated Transactions, etc. 
The execution, delivery and performance of this Agreement by RRFLP does
not and will not violate, conflict with or result in the breach of any term,
condition or provision of any agreement to which RRFLP is a party, or require
the approval or consent of any other


 


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party, except for such approvals or consents as have already been
obtained.  No authorization, approval or
consent of, and no registration or filing with, any Governmental Authority is
required in connection with the execution, delivery and performance of this
Agreement by RRFLP, except for such approvals, consents, registrations or
filing as have already been obtained or made or will be obtained or made.


 


4.4           Restricted
Shares; No Registration.  RRFLP
understands that the Shares are “restricted securities,” as defined in Rule 144
adopted by the Securities and Exchange Commission under the Securities Act (“Rule
144”), and agrees that the Shares hereby acquired by it have not been registered
under the Securities Act by reason of a specific exemption therefrom, and that
none of the Shares so acquired can be offered, sold or transferred unless they
are subsequently registered under the Securities Act or RRFLP obtains an
opinion of counsel, in form and substance satisfactory to the Company and its
counsel, that such registration is not required and that the proposed offer,
sale or transfer will be made in compliance with all applicable securities
laws, including Rule 144 or other applicable exemption from the registration
requirements of the Securities Act. 
RRFLP further acknowledges and understands that the Company is under no
obligation to register the Shares.


 


4.5           Sufficiency
of Information.  RRFLP has evaluated
the risks of investing in the Shares, has been afforded the opportunity during
the course of negotiating the transactions contemplated by this Agreement to
ask questions of, and to secure such information from, the Company and its
officers as RRFLP deems necessary to evaluate the merits of entering into such
transactions, and all information requested has been given and all questions
asked were answered.


 


4.6           Brokers,
Finders, and Agents.  RRFLP is not,
directly or indirectly, obligated to anyone acting as broker, finder or in any
other similar capacity in connection with this Agreement or the transactions
contemplated by this Agreement.


 


SECTION 5.  LEGEND.  RRFLP understands that certificates
representing the Shares acquired by it shall bear the following legend:


 


THE SHARES OF BENEFICIAL
INTEREST REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES
LAWS.  NEITHER THIS SECURITY NOR ANY
PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED
OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND
APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION
IS AVAILABLE AND THE COMPANY SHALL HAVE RECEIVED, AT THE EXPENSE OF THE HOLDER
HEREOF, EVIDENCE


 


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OF SUCH EXEMPTION REASONABLY
SATISFACTORY TO THE COMPANY BASED UPON THE ADVICE OF COUNSEL TO THE COMPANY.


 


SECTION 6.  MISCELLANEOUS.


 


6.1           Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio applicable to
contracts made and to be performed entirely within the state without regard to
principles of conflicts of law.


 


6.2           Entire Agreement. This
Agreement and the other agreements and instruments expressly provided for in
this Agreement, together set forth the entire understanding of the parties to
this Agreement and supersede in their entirety all prior contracts, agreements,
arrangements, communications, discussions, representations and warranties,
whether oral or written, among the parties.


 


6.3           No Waivers; Amendments.  No failure or delay on the part of any party
in exercising any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy.  The
remedies provided for herein are cumulative and are not exclusive of any
remedies that may be available to any party at law or in equity or otherwise.


 


6.4           Severability.  If any provision of this Agreement shall be
declared void or unenforceable by a judicial or administrative authority, the
validity of any other provision and of the entire Agreement shall not be
affected thereby.


 


6.5           Expenses.  Each of the parties will pay the fees and
expenses incurred by it in connection with the preparation, execution and
delivery of this Agreement and the consummation of the transactions
contemplated hereby.


 


6.6           Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall constitute an original, and all of which
taken together shall constitute one and the same document.


 


6.7           Further
Assurances.  The Company will, from
time to time, upon the reasonable request of RRFLP, execute such further
documents as may be reasonably required to transfer and to vest in RRFLP all
right, title and interest of the Company in the Shares.


 


signature page follows


 


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The parties hereto have executed and
delivered this Agreement as of the date first above written.


 


	
   

  	
  INNSUITES HOSPITALITY TRUST

  
	
   

  	
  an Ohio real estate investment trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RRF LIMITED PARTNERSHIP

  	
   

  
	
   

  	
  a Delaware limited partnership

  	
   

  
	
   

  	
  By: INNSUITES HOSPITALITY TRUST

  	
   

  
	
   

  	
  its General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


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EXHIBIT
A


 


Shares of Beneficial Interest issued to
RRFLP:  4,969,712


 


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EXHIBIT
B


 


CONSENTS;
FILINGS; REGISTRATIONS


 


 


1.                                       Approval by the shareholders of the Company
obtained at the Company’s annual meeting on December 10, 2004.


 


2.                                       Approval of Additional Listing Application by
the American Stock Exchange.


 


3.                                       Notice of Sale of Securities pursuant to
Regulation D on Form D with the Securities and Exchange Commission.


 


4.                                       Compliance with applicable state securities
laws (Blue Sky Laws).


 


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