Babak Ghassemieh

0001193805-25-000803.txt : 20250605 0001193805-25-000803.hdr.sgml : 20250605 20250605165714 ACCESSION NUMBER: 0001193805-25-000803 CONFORMED SUBMISSION TYPE: SCHEDULE 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20250605 DATE AS OF CHANGE: 20250605 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Braemar Hotels & Resorts Inc. CENTRAL INDEX KEY: 0001574085 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] ORGANIZATION NAME: 05 Real Estate & Construction EIN: 462488594 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-87737 FILM NUMBER: 251027885 BUSINESS ADDRESS: STREET 1: 14185 DALLAS PARKWAY STREET 2: SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75254 BUSINESS PHONE: (972) 490-9600 MAIL ADDRESS: STREET 1: 14185 DALLAS PARKWAY STREET 2: SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75254 FORMER COMPANY: FORMER CONFORMED NAME: Ashford Hospitality Prime, Inc. DATE OF NAME CHANGE: 20130410 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ghassemieh Babak CENTRAL INDEX KEY: 0002045643 ORGANIZATION NAME: FILING VALUES: FORM TYPE: SCHEDULE 13D MAIL ADDRESS: STREET 1: 9255 SUNSET BLVD STREET 2: SUITE UPPER PENTHOUSE CITY: WEST HOLLYWOOD STATE: CA ZIP: 90069 SCHEDULE 13D 1 primary_doc.xml SCHEDULE 13D 0002045643 XXXXXXXX LIVE Common Stock, $0.01 par value per share 06/02/2025 false 0001574085 10482B101 Braemar Hotels & Resorts Inc.

14185 DALLAS PARKWAY, SUITE 1100 DALLAS TX 75254

Babak (Bob) Ghassemieh 310-503-2503 9255 Sunset Blvd., Suite UPH West Hollywood CA 90069 0002045643 N Ghassemieh Babak a WC PF N X1 85202.00 45000.00 85202.00 2570735.00 2635937.00 N 3.8 IN Y Fred Ghassemieh a PF N X1 1615437.00 0.00 1615437.00 0.00 2062645.00 N 3.1 IN Y Samuel J. Jagger a OO N X1 0.00 0.00 0.00 0.00 0.00 N 0 IN Y Alex Ghassemieh a WC PF N X1 51110.00 2518301.00 51110.00 2518301.00 2569411.00 N 3.7 IN Y Fataneh Ghassemieh a PF N X1 30000.00 0.00 30000.00 0.00 30000.00 N 0.0 IN Y Ali Afshari a PF N X1 30000.00 0.00 30000.00 0.00 30000.00 N 0.0 IN Y Mahyar Amirsaleh a WC PF N X1 15000.00 115000.00 15000.00 115000.00 115000.00 N 0.2 IN Y Lillian Ghassemieh a PF N X1 15000.00 65000.00 15000.00 65000.00 80000.00 N 0.1 IN Y Kambiz Ghassemieh a PF N X1 12000.00 0.00 12000.00 0.00 12000.00 N 0.0 IN Y Mahvash Ehsani a PF N X1 6000.00 0.00 6000.00 0.00 6000.00 N 0.0 IN Y Jennifer Gareis a PF N X1 5335.00 5735.00 5335.00 5735.00 5735.00 N 0.0 IN Y Christina Matthias a PF N X1 2000.00 0.00 2000.00 0.00 2000.00 N 0.0 IN Y Eric Ghassemieh a PF N X1 500.00 0.00 500.00 0.00 500.00 N 0.0 IN Y Gavin Ghassemieh a PF N X1 0.00 200.00 0.00 200.00 200.00 N 0.0 IN Y Sophia Ghassemieh a PF N X1 0.00 200.00 0.00 200.00 200.00 N 0.0 IN Y Lewis Stanton a PF N X1 0.00 190093.00 0.00 190093.00 190093.00 N 0.3 IN Y Farhad Ghassemieh a PF N X1 0.00 110000.00 0.00 110000.00 110000.00 N 0.2 IN Y Cyrus Amirsaleh a PF N X1 0.00 100000.00 0.00 100000.00 100000.00 N 0.1 IN Y Fred Ghassemieh Children's Trust a PF N CA 0.00 254354.00 0.00 254354.00 254354.00 N 0.4 OO Y Feridoon Ghassemieh Descendant's Trust a PF N CA 0.00 186374.00 0.00 186374.00 186374.00 N 0.3 OO Y Trust FBO Feridoon Ghassemieh a PF N NY 0.00 100000.00 0.00 100000.00 100000.00 N 0.1 OO Y Trust FBO Alex Ghassemieh a PF N NY 0.00 80093.00 0.00 80093.00 80093.00 N 0.1 OO Y Bob Ghassemieh 2021 Children's Trust a PF N CA 0.00 25000.00 0.00 25000.00 25000.00 N 0.0 OO Y Lillian Ghassemieh 2021 Children's Trust a PF N CA 0.00 20000.00 0.00 20000.00 20000.00 N 0.0 OO Y Trust FBO Firouzeh Ghassemieh a PF N CA 0.00 10000.00 0.00 10000.00 10000.00 N 0.0 OO Y Alpine Lake Partners, LP a WC N DE 0.00 100000.00 0.00 100000.00 100000.00 N 0.1 PN Y BL PCH LLC a WC N CA 0.00 20000.00 0.00 20000.00 20000.00 N 0.0 OO Y Pacific SHG Ventures, LLC a WC N CA 0.00 18301.00 0.00 18301.00 18301.00 N 0.0 OO Y Morning View Hotels BH I, LLC a WC N DE 0.00 2500000.00 0.00 2500000.00 2500000.00 N 3.6 OO Y Palm Lake GP, LLC a WC N DE 0.00 100000.00 0.00 100000.00 100000.00 N 0.1 OO Common Stock, $0.01 par value per share Braemar Hotels & Resorts Inc. 14185 DALLAS PARKWAY, SUITE 1100 DALLAS TX 75254 This statement is filed by: (i) Babak (Bob) Ghassemieh ("Mr. Ghassemieh or the "Nominating Stockholder"), with respect to the shares of Common Stock, $0.01 par value per share, of the Issuer (the "Shares") beneficially owned directly by him, Jennifer Gareis (his spouse), Gavin Ghassemieh and Sophia Ghassemieh (his minor children), Bob Ghassemieh 2021 Children's Trust, as Trustee, Lillian Ghassemieh 2021 Children's Trust, as Trustee, BL PCH LLC ("BL PCH"), as Manager, Morning View Hotels BH I, LLC, ("Morning View Hotels"), as Manager, and as a nominee for the Board of Directors of the Issuer (the "Board"); (ii) Fred Ghassemieh, with respect to the Shares beneficially owned directly by him, Fred Ghassemieh Children's Trust, as Trustee, Feridoon Ghassemieh Descendant's Trust, as Trustee, and as a nominee for the Board; (iii) Samuel J. Jagger, as a nominee for the Board; (iv) Alex Ghassemieh, with respect to the Shares beneficially owned directly by him, Pacific SHG Ventures, LLC ("Pacific SHG"), as Manager, and Morning View Hotels, as Manager; (v) Fataneh Ghassemieh, with respect to the Shares beneficially owned directly by her; (vi) Ali Afshari, with respect to the Shares beneficially owned directly by him; (vii) Mahyar Amirsaleh, with respect to the Shares beneficially owned directly by him, Alpine Lake Partners, LP, a Delaware limited partnership ("Alpine Lake"), as Manager, and Palm Lake GP, LLC, a Delaware limited liability company ("Palm Lake GP"), as Manager; (viii) Lillian Ghassemieh, with respect to the Shares beneficially owned directly by Bob Ghassemieh 2021 Children's Trust, as Trustee, Lillian Ghassemieh 2021 Children's Trust, as Trustee, and by BL PCH, as Manager; (ix) Kambiz Ghassemieh, with respect to the Shares beneficially owned directly by him; (x) Mahvash Ehsani, with respect to the Shares beneficially owned directly by him; (xi) Jennifer Gareis, with respect to the Shares beneficially owned directly by her, and Gavin Ghassemieh and Sophia Ghassemieh (her minor children); (xii) Christina Matthias, with respect to the Shares beneficially owned directly by her; (xiii) Eric Ghassemieh, with respect to the Shares beneficially owned directly by him; (xiv) Gavin Ghassemieh, with respect to the Shares beneficially owned directly by him; (xv) Sophia Ghassemieh, with respect to the Shares beneficially owned directly by her; (xvi) Lewis Stanton, with respect to the Shares beneficially owned directly by Trust FBO Feridoon Ghassemieh, as Trustee, Trust FBO Alex Ghassemieh, as Trustee, and Trust FBO Firouzeh Ghassemieh, as Trustee; (xvii) Farhad Ghassemieh, with respect to the Shares beneficially owned directly by Trust FBO Feridoon Ghassemieh, as Trustee, and Trust FBO Firouzeh Ghassemieh, as Trustee; (xviii) Cyrus Amirsaleh, with respect to the Shares beneficially owned directly by Alpine Lake, as Manager, and Palm Lake GP, as Manager; (xix) Fred Ghassemieh Children's Trust, a trust organized under the laws of California, with respect to the Shares beneficially owned directly by it; (xx) Feridoon Ghassemieh Descendant's Trust, a trust organized under the laws of California, with respect to the Shares beneficially owned directly by it; (xxi) Trust FBO Feridoon Ghassemieh, a trust organized under the laws of New York, with respect to the Shares beneficially owned directly by it; (xxii) Trust FBO Alex Ghassemieh, a trust organized under the laws of New York, with respect to the Shares beneficially owned directly by it; (xxiii) Bob Ghassemieh 2021 Children's Trust, a trust organized under the laws of California, with respect to the Shares beneficially owned directly by it; (xxiv) Lillian Ghassemieh 2021 Children's Trust, a trust organized under the laws of California, with respect to the Shares beneficially owned directly by it; (xxv) Trust FBO Firouzeh Ghassemieh, a trust organized under the laws of New York, with respect to the Shares beneficially owned directly by it; (xxvi) Alpine Lake, a Delaware limited partnership, with respect to the Shares beneficially owned directly by it; (xxvii) BL PCH, a California limited liability company, with respect to the Shares beneficially owned directly by it; (xxviii) Pacific SHG, a California limited liability company, with respect to the Shares beneficially owned directly by it; (xxix) Morning View Hotels, a Delaware limited liability company, with respect to the Shares beneficially owned directly by it; and (xxx) Palm Lake GP, a Delaware limited liability company, with respect to the Shares beneficially owned directly by Alpine Lake, as its general partner. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Group Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. The principal business address of Bob Ghassemieh, Fred Ghassemieh, Alex Ghassemieh, Fataneh Ghassemieh, Ali Afshari, Kambiz Ghassemieh, Lewis Stanton, Farhad Ghassemieh, Fred Ghassemieh Children's Trust, Feridoon Ghassemieh Descendant's Trust, Trust FBO Feridoon Ghassemieh, Trust FBO Alex Ghassemieh, Bob Ghassemieh 2021 Children's Trust, Lillian Ghassemieh 2021 Children's Trust, Trust FBO Firouzeh Ghassemieh, BL PCH, Pacific SHG, and Morning View Hotels is 9255 Sunset Blvd., Suite PH/UPH, West Hollywood, CA 90069. The principal business address of Samuel J. Jagger is 225 N. Canon Dr., Beverly Hills, CA 91326. The principal business address of Mahyar Amirsaleh 165 Kings Rd., Palm Beach, FL 33480. The principal business address of Lillian Ghassemieh and Christina Matthias is 842 Devon Avenue, Los Angeles, CA 90024. The principal business address of Mahvash Ehsani is 10430 Wilshire Blvd, Suite 707, Los Angeles, CA 90024. The principal business address of Jennifer Gareis, Gavin Ghassemieh, Sophia Ghassemieh and is 1027 Summit Drive, Beverly Hills, CA 90210. The principal business address of Eric Ghassemieh is 1060 Laurel Way, Beverly Hills, CA 90210. The principal business address of Cyrus Amirsaleh, Alpine Lake, and Palm Lake GP is 61 W Palisade Ave., Englewood, NJ 07632. The principal occupation of Bob Ghassemieh is serving as a banker and hotelier. The principal occupation of Fred Ghassemieh is serving as a banker. The principal occupation of Samuel J. Jagger is serving as the Managing Director of The Maybourne Beverly Hills. The principal occupation of Alex Ghassemieh is serving as a real estate investor. The principal occupation of Fataneh Ghassemieh is serving as a private investor. The principal occupation of Ali Afshari is serving as a banker. The principal occupation of Mahyar Amirsaleh is serving as a private investor. The principal occupation of Lillian Ghassemieh is serving as a real estate investor. The principal occupation of Kambiz Ghassemieh is serving as a banker. The principal occupation of Mahvash Ehsani is serving as a psychologist. The principal occupation of Jennifer Gareis is serving as an actress. The principal occupation of Christina Matthias is serving as a stay-at-home mother. The principal occupation of Eric Ghassemieh is serving as an engineer. Gavin Ghassemieh is a minor and a student. Sophia Ghassemieh is a minor and a student. The principal occupation of Lewis Stanton is serving as Trustee of the Trust FBO Feridoon Ghassemieh, Trust FBO Alex Ghassemieh, and Trust FBO Firouzeh Ghassemieh. The principal occupation of Farhad Ghassemieh is serving as a banker. The principal occupation of Cyrus Amirsaleh is serving as the Managing Director at Alpine Lake Advisors LLC. The principal business of each of Fred Ghassemieh Children's Trust, Feridoon Ghassemieh Descendant's Trust, Trust FBO Feridoon Ghassemieh, Trust FBO Alex Ghassemieh, Bob Ghassemieh 2021 Children's Trust, Lillian Ghassemieh 2021 Children's Trust, and Trust FBO Firouzeh Ghassemieh is investing in securities as trusts for the benefit of their beneficiaries. The principal business of Alpine Lake is acting as an investment firm. The principal business of BL PCH is acting as a commercial real estate investment firm. The principal business of Pacific SHG is acting as a commercial real estate investment firm. The principal business of Morning View Hotels is acting as a commercial real estate investment firm. The principal business of Palm Lake GP is acting as the general partner of Alpine Lake. No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Each of the individuals who are Reporting Persons is a citizen of the United States of America. Each of Fred Ghassemieh Children's Trust, Feridoon Ghassemieh Descendant's Trust, Bob Ghassemieh 2021 Children's Trust, and Lillian Ghassemieh 2021 Children's Trust is organized under the laws of the State of California. Each of Trust FBO Feridoon Ghassemieh, Trust FBO Alex Ghassemieh, and Trust FBO Firouzeh Ghassemieh is organized under the laws of the State of New York. Each of Alpine Lake, Morning View Hotels, and Palm Lake GP is organized under the laws of the State of Delaware. Each of BL PCH and Pacific SHG is organized under the laws of the State of California. The Shares directly owned by Bob Ghassemieh were purchased with personal funds. The aggregate purchase price of the 45,202 Shares directly owned by Bob Ghassemieh is approximately $106,676, excluding brokerage commissions. The Shares directly owned by Fred Ghassemieh were purchased with personal funds. The aggregate purchase price of the 1,615,437 Shares directly owned by Fred Ghassemieh is approximately $4,232,444, excluding brokerage commissions. Samuel J. Jagger has not used any funds to acquire securities of the Issuer and does not directly own any Shares of the Issuer. The Shares directly owned by Alex Ghassemieh were purchased with personal funds. The aggregate purchase price of the 51,110 Shares directly owned by Alex Ghassemieh is approximately $203,417, excluding brokerage commissions. The Shares directly owned by Fataneh Ghassemieh were purchased with personal funds. The aggregate purchase price of the 30,000 Shares directly owned by Fataneh Ghassemieh is approximately $139,200, excluding brokerage commissions. The Shares directly owned by Ali Afshari were purchased with personal funds. The aggregate purchase price of the 30,000 Shares directly owned by Ali Afshari is approximately $133,800, excluding brokerage commissions. The Shares directly owned by Mahyar Amirsaleh were purchased with personal funds. The aggregate purchase price of the 15,000 Shares directly owned by Mahyar Amirsaleh is approximately $87,300, excluding brokerage commissions. The Shares directly owned by Lillian Ghassemieh were purchased with personal funds. The aggregate purchase price of the 15,000 Shares directly owned by Lillian Ghassemieh is approximately $53,700, excluding brokerage commissions. The Shares directly owned by Kambiz Ghassemieh were purchased with personal funds. The aggregate purchase price of the 12,000 Shares directly owned by Kambiz Ghassemieh is approximately $29,400, excluding brokerage commissions. The Shares directly owned by Mahvash Ehsani were purchased with personal funds. The aggregate purchase price of the 6,000 Shares directly owned by Mahvash Ehsani is approximately $34,800, excluding brokerage commissions. The Shares directly owned by Jennifer Gareis were purchased with personal funds. The aggregate purchase price of the 5,735 Shares directly owned by Jennifer Gareis is approximately $17,649, excluding brokerage commissions. The Shares directly owned by Christina Matthias were purchased with personal funds. The aggregate purchase price of the 2,000 Shares directly owned by Christina Matthias is approximately $11,100, excluding brokerage commissions. The Shares directly owned by Eric Ghassemieh were purchased with personal funds. The aggregate purchase price of the 500 Shares directly owned by Eric Ghassemieh is approximately $1,390, excluding brokerage commissions. The Shares directly owned by Gavin Ghassemieh were purchased with personal funds. The aggregate purchase price of the 200 Shares directly owned by Gavin Ghassemieh is approximately $976, excluding brokerage commissions. The Shares directly owned by Sophia Ghassemieh were purchased with personal funds. The aggregate purchase price of the 200 Shares directly owned by Sophia Ghassemieh is approximately $976, excluding brokerage commissions. The Shares purchased by Fred Ghassemieh Children's Trust were purchased with personal funds. The aggregate purchase price of the 254,354 Shares owned directly by Fred Ghassemieh Children's Trust is approximately $1,398,947, excluding brokerage commissions. The Shares purchased by Feridoon Ghassemieh Descendant's Trust were purchased with personal funds. The aggregate purchase price of the 186,374 Shares owned directly by Feridoon Ghassemieh Descendant's Trust is approximately $557,258, excluding brokerage commissions. The Shares purchased by Trust FBO Feridoon Ghassemieh were purchased with personal funds. The aggregate purchase price of the 100,000 Shares owned directly by Trust FBO Feridoon Ghassemieh is approximately $236,000, excluding brokerage commissions. The Shares purchased by Trust FBO Alex Ghassemieh were purchased with personal funds. The aggregate purchase price of the 80,093 Shares owned directly by Trust FBO Alex Ghassemieh is approximately $395,659, excluding brokerage commissions. The Shares purchased by Bob Ghassemieh 2021 Children's Trust were purchased with personal funds. The aggregate purchase price of the 25,000 Shares owned directly by Bob Ghassemieh 2021 Children's Trust is approximately $76,750, excluding brokerage commissions. The Shares purchased by Lillian Ghassemieh 2021 Children's Trust were purchased with personal funds. The aggregate purchase price of the 20,000 Shares owned directly by Lillian Ghassemieh 2021 Children's Trust is approximately $55,200, excluding brokerage commissions. The Shares purchased by Trust FBO Firouzeh Ghassemieh were purchased with personal funds. The aggregate purchase price of the 10,000 Shares owned directly by Trust FBO Firouzeh Ghassemieh is approximately $40,800, excluding brokerage commissions. The Shares purchased by Alpine Lake were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 100,000 Shares owned directly by Alpine Lake is approximately $228,000, excluding brokerage commissions. The Shares purchased by BL PCH were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 20,000 Shares owned directly by BL PCH is approximately $228,000, excluding brokerage commissions. The Shares purchased by Pacific SHG were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 18,301 Shares owned directly by Pacific SHG is approximately $47,800, excluding brokerage commissions. The Shares purchased by Morning View Hotels were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 2,500,000 Shares beneficially owned directly by Morning View Hotels is approximately $69,543, excluding brokerage commissions. The Reporting Persons purchased the Shares based on their belief that the securities, when purchased, represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons believe the Board has failed to act with appropriate urgency in addressing stockholder concerns, particularly regarding the pursuit of strategic initiatives such as restructuring the Issuer into a self-managed REIT. Accordingly, on June 2, 2025, Mr. Ghassemieh delivered a nomination notice (the "Nomination Notice") to the Issuer, formally nominating himself, Fred Ghassemieh, and Samuel J. Jagger (collectively, the "Nominees") for election to the Board at the Issuer's 2025 annual meeting of stockholders (the "Annual Meeting"). The Reporting Persons believe their highly qualified Nominees will bring critical fresh perspectives, enhance stockholder alignment, and restore accountability to the Board. Further underscoring the need for change, the Reporting Persons highlight the Issuer's apparent attempt to disenfranchise stockholders by manipulating the corporate machinery--namely, by significantly advancing the date of the Annual Meeting from its prior-year anniversary and announcing it late on the Friday before a holiday weekend. This move materially altered the deadline for stockholder nominations and proposals, leaving stockholders only four business days before the due date to comply with the Issuer's burdensome Bylaw requirements, including obtaining shares in record name--a process that typically takes three to five business days. While the Nominating Stockholder worked diligently with his broker and has documentation showing the shares were delivered to Computershare (the Issuer's transfer agent) before the deadline, Computershare did not appear to process the transfer in time. The Reporting Persons have serious concerns that Computershare may not have been acting on its own accord in failing to finalize the share transfer to record name. At every turn, the Issuer seemingly sought to obstruct the nomination process, including by delaying delivery of the required questionnaire to the Nominating Stockholder under the pretense of needing to confirm Mr. Ghassemieh was a stockholder of the Issuer. Given the Reporting Persons' long-standing relationship with the Issuer, including having engaged in transactions and being holders of preferred stock, the Reporting Persons believe this was another example of the Board's entrenchment tactics and a clear demonstration of its disregard for stockholder rights. As detailed in their biographies below, the Nominees bring extensive experience across commercial real estate development and operations, finance, and investment management, with decades of collective leadership as senior executives in hospitality, real estate and financial organizations. Bob Ghassemieh has over 25 years of experience in the development, ownership, operation, management, and finance of commercial real estate, particularly focused on luxury hotels for the last 20 years. He developed the Mr. C Beverly Hills luxury hotel in 2011 which was the launch of the first Mr. C Hotels luxury branded property. Mr. C Hotels was a partnership with the Cipriani family, a 4th generation luxury global hospitality brand. Bob subsequently developed the Mr. C Seaport hotel in New York City. Bob is currently an executive, vice president, and director of First Credit Bank, where he oversees the commercial real estate originations, due diligence and servicing teams, and he has been employed and served on the board since 2005. Prior to this, from 1999 to 2005, Mr. Ghassemieh was the Director of Acquisitions at Atlantic Pearl Investments, a Ghassemieh Family Office company focused on commercial real estate investments. From 1998 to 1999, Mr. Ghassemieh served as Analyst in the Investment Banking Group of CBRE Group, Inc., an American commercial real estate services and investment firm. Bob has been a key member of the loan committee and ALCO committee for 20 years. He received a degree in economics from Johns Hopkins University. Fred Ghassemieh is the founder, President, and director of First Credit Bank, a leading commercial bank based in Southern California which was founded in 1983. First Credit Bank specializes in commercial real estate finance and has originated billions of dollars of real estate loans (including hundreds of millions of dollars of hospitality loans) since its inception. The bank consistently ranks among the top of its peers across all performance data including return on equity, return on assets and other profitability metrics. Fred also co-leads his family office which has actively been investing, developing and operating commercial real estate for over 40 years with asset transaction in excess of one billion dollars including numerous hospitality assets. Fred has actively invested in REITs for over 20 years. He received an engineering degree from Georgia Tech University. Samuel J. Jagger is the Managing Director of The Maybourne Beverly Hills, a luxury hotel, since April 2025, where he also served as General Manager from March 2024 to April 2025. Mr. Jagger previously served as General Manager of Fairmont Miramar Hotel & Bungalows, a luxury hotel and resort located in Santa Monica, California, from June 2020 to February 2024. Prior to that, Mr. Jagger served as Managing Director & Senior Vice President of Mr C Hotels Residences Restaurants & Spas, a luxury hospitality brand encompassing hotels, residences, restaurants, and spas, from October 2010 to June 2020, where he also served as Director of Sales & Marketing from September 2008 to October 2010. He served as Director of Sales & Marketing of Palms Place Hotel & Spa in Palms Casino Resort, a hotel and spa in Las Vegas, Nevada, from November 2007 to August 2008. Previously, Mr. Jagger served in various executive roles, including as Director of Marketing of Morgans Hotel Group, LLC, a hospitality company that specialized in the boutique hotel category, in 2007; Regional Director of Sales from 2005 to 2007; Associate Director of Sales from 2003 to 2005; and Senior Sales Manager from 2000 to 2003. Mr. Jagger is also an active member of various industry organizations, including the Beverly Hills Chamber of Commerce since January 2025; Beverly Hills CVB since June 2004; and Beverly Hills Rotary since November 2024. Mr. Jagger received a degree in Hotel Catering and Institutional Management from the University of Huddersfield in the United Kingdom. To the extent any information contained in this Schedule 13D updates the information contained in the Nomination Notice, the information set forth herein shall be deemed to supplement the Nomination Notice accordingly. The Reporting Persons have engaged, and intend to continue to engage, in discussions with management and the Board, as well as stockholders of the Issuer and others about the Issuer and the Reporting Persons' investment, including regarding Board representation and the composition of the Issuer's Board, generally, as well as other strategic initiatives. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board of the Issuer, engaging in additional discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons' investment, making proposals to the Issuer concerning changes to the capital allocation strategy, capitalization, ownership structure, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, or changing their intention with respect to any and all matters referred to in Item 4. The aggregate percentage of Shares reported owned by each person named herein is based upon a denominator that may the aggregate of (i) 67,046,523 Shares outstanding, which is the total number of Shares outstanding as of May 6, 2025 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2025, (ii) the Series B Preferred stock as-converted with respect to that Reporting Person, and (iii) 2,500,000 operating partnership units held by Morning View Hotels that are convertible 1:1 into Shares, as applicable to each Reporting Person. As of the date hereof: Bob Ghassemieh beneficially owned 2,635,937 Shares, consisting of (i) approximately 45,202 Shares beneficially owned directly by him, at least 100 Shares of which are beneficially owned of record (ii) 20,000 Shares underlying certain call options, (iii) 5,335 Shares beneficially owned directly by Jennifer Gareis (his spouse), including 2,005 Shares which are convertible from 1,500 Shares of Series B Preferred Stock, (iv) 200 Shares beneficially owned directly by Gavin Ghassemieh (his minor child), (v) 200 Shares beneficially owned directly by Sophia Ghassemieh (his minor child), (vi) 25,000 Shares beneficially owned directly by Bob Ghassemieh 2021 Children's Trust, of which he serves as Trustee, (vii) 20,000 Shares beneficially owned directly by Lillian Ghassemieh 2021 Children's Trust, of which he serves as Trustee, (xiii) 20,000 Shares beneficially owned directly by BL PCH, where he serves as Manager, and (ix) 2,500,000 Shares beneficially owned directly by Morning View Hotels, where he serves as Manager, convertible from 2,500,000 units of Braemar Hospitality Limited Partnership, a Delaware limited partnership (the "Operating Partnership"), constituting approximately 3.8% of the Shares outstanding. Fred Ghassemieh beneficially owned 2,062,645 Shares, consisting of (i) 1,615,437 Shares beneficially owned directly by him, (ii) 6,480 Shares which are convertible from 4,846 Shares of Series B Preferred Stock, (iii) 254,354 Shares beneficially owned directly by Fred Ghassemieh Children's Trust, of which he serves as Trustee, and (iv) 186,374 Shares beneficially owned directly by Feridoon Ghassemieh Descendant's Trust, of which he serves as Trustee, constituting approximately 3.1% of the Shares outstanding. Samuel J. Jagger owned 0 Shares. Alex Ghassemieh beneficially owned 2,569,411 Shares, consisting of (i) 51,110 Shares beneficially owned directly by him, (ii) 18,301 Shares beneficially owned directly by Pacific SHG, where he serves as Manager, and (iii) 2,500,000 Shares beneficially owned directly by Morning View Hotels, where he serves as Manager, constituting approximately 3.7% of the Shares outstanding. Fataneh Ghassemieh beneficially owned directly 30,000 Shares, constituting less than 1% of the Shares outstanding. Ali Afshari beneficially owned directly 30,000 Shares, constituting less than 1% of the Shares outstanding. Mahyar Amirsaleh beneficially owned 115,000 Shares consisting of (i) 15,000 Shares beneficially owned directly by her and (ii) 100,000 Shares beneficially owned directly by Alpine Lake, where she serves as Manager, constituting less than 1% of the Shares outstanding. Lillian Ghassemieh beneficially owned 80,000 Shares, consisting of (i) 15,000 Shares beneficially owned directly by her, (ii) 25,000 Shares beneficially owned directly by Bob Ghassemieh 2021 Children's Trust, of which she serves as Trustee, (iii) 20,000 Shares beneficially owned directly by Lillian Ghassemieh 2021 Children's Trust, of which she serves as Trustee, and (iv) 20,000 Shares beneficially owned directly by BL PCH, where she serves as Manager, constituting less than 1% of the Shares outstanding. Kambiz Ghassemieh beneficially owned directly 12,000 Shares, constituting less than 1% of the Shares outstanding. Mahvash Ehsani beneficially owned directly 6,000 Shares, constituting less than 1% of the Shares outstanding. Jennifer Gareis beneficially owned 5,735 Shares, consisting of (i) 3,330 Shares beneficially owned directly by her, (ii) 2,005 Shares which are convertible from 1,500 Shares of Series B Preferred Stock, (iii) 200 Shares beneficially owned directly by Gavin Ghassemieh (her minor child), and (iv) 200 Shares beneficially owned directly by Sophia Ghassemieh (her minor child), constituting less than 1% of the Shares outstanding. Christina Matthias beneficially owned directly 2,000 Shares, constituting less than 1% of the Shares outstanding. Eric Ghassemieh beneficially owned directly 500 Shares, constituting less than 1% of the Shares outstanding. Gavin Ghassemieh beneficially owned directly 200 Shares, constituting less than 1% of the Shares outstanding. Sophia Ghassemieh beneficially owned directly 200 Shares, constituting less than 1% of the Shares outstanding. Lewis Stanton beneficially owned 190,093 Shares, consisting of (i) 100,000 Shares beneficially owned directly by Trust FBO Feridoon Ghassemieh, of which he serves as Trustee, (ii) 80,093 Shares beneficially owned directly by Trust FBO Alex Ghassemieh, of which he serves as Trustee, and (iii) 10,000 Shares beneficially owned directly by Trust FBO Firouzeh Ghassemieh, of which he serves as Trustee, constituting less than 1% of the Shares outstanding. Farhad Ghassemieh beneficially owned 110,000 Shares, consisting of (i) 100,000 Shares beneficially owned directly by Trust FBO Feridoon Ghassemieh, of which he serves as Trustee, and (ii) 10,000 Shares beneficially owned directly by Trust FBO Firouzeh Ghassemieh, of which he serves as Trustee, constituting less than 1% of the Shares outstanding. Cyrus Amirsaleh beneficially owned the 100,000 Shares beneficially owned directly by Alpine Lake, where he serves as Manager, constituting less than 1% of the Shares outstanding. Fred Ghassemieh Children's Trust beneficially owned directly 254,354 Shares, constituting less than 1% of the Shares outstanding. Feridoon Ghassemieh Descendant's Trust beneficially owned directly 186,374 Shares, constituting less than 1% of the Shares outstanding. Trust FBO Feridoon Ghassemieh beneficially owned directly 100,000 Shares, constituting less than 1% of the Shares outstanding. Trust FBO Alex Ghassemieh beneficially owned directly 80,093 Shares, constituting less than 1% of the Shares outstanding. Bob Ghassemieh 2021 Children's Trust beneficially owned directly 25,000 Shares, constituting less than 1% of the Shares outstanding. Lillian Ghassemieh 2021 Children's Trust beneficially owned directly 20,000 Shares, constituting less than 1% of the Shares outstanding. Trust FBO Firouzeh Ghassemieh beneficially owned directly 10,000 Shares, constituting less than 1% of the Shares outstanding. Alpine Lake beneficially owned directly 100,000 Shares, constituting less than 1% of the Shares outstanding. BL PCH beneficially owned directly 20,000 Shares, constituting less than 1% of the Shares outstanding. Pacific SHG beneficially owned directly 18,301 Shares, constituting less than 1% of the Shares outstanding. Morning View Hotels beneficially owned 2,500,000 Shares, constituting approximately 3.6% of the Shares outstanding. Palm Lake GP beneficially owned 100,000 Shares, consisting of the 100,000 Shares beneficially owned directly by Alpine Lake, as its general partner, constituting less than 1% of the Shares outstanding. Each of the Reporting Persons may be deemed to be a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Exchange Act, and such group may be deemed to beneficially own the 5,168,586 shares of Common Stock owned in the aggregate by all of the Reporting Persons, constituting approximately 7.4% of the outstanding Shares. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition. The transactions in securities of the Issuer by the Reporting Persons during the past 60 days are set forth in Exhibit 1 and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted therein. No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. Not applicable. On June 2, 2025, the Reporting Persons entered into a Group Agreement (the "Group Agreement") pursuant to which, among other things, the parties agreed (i) to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law, and (ii) to coordinate their activities with respect to the Issuer. The Group Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer. 1 - Transactions in Securities. 99.1 - Group Agreement, dated June 2, 2025. Ghassemieh Babak /s/ Babak Ghassemieh Babak Ghassemieh 06/05/2025 Fred Ghassemieh /s/ Fred Ghassemieh Fred Ghassemieh 06/05/2025 Samuel J. Jagger /s/ Samuel J. Jagger Samuel J. Jagger 06/05/2025 Alex Ghassemieh /s/ Alex Ghassemieh Alex Ghassemieh 06/05/2025 Fataneh Ghassemieh /s/ Fataneh Ghassemieh Fataneh Ghassemieh 06/05/2025 Ali Afshari /s/ Ali Afshari Ali Afshari 06/05/2025 Mahyar Amirsaleh /s/ Mahyar Amirsaleh Mahyar Amirsaleh 06/05/2025 Lillian Ghassemieh /s/ Lillian Ghassemieh Lillian Ghassemieh 06/05/2025 Kambiz Ghassemieh /s/ Kambiz Ghassemieh Kambiz Ghassemieh 06/05/2025 Mahvash Ehsani /s/ Mahvash Ehsani Mahvash Ehsani 06/05/2025 Jennifer Gareis /s/ Jennifer Gareis Jennifer Gareis 06/05/2025 Christina Matthias /s/ Christina Matthias Christina Matthias 06/05/2025 Eric Ghassemieh /s/ Eric Ghassemieh Eric Ghassemieh 06/05/2025 Gavin Ghassemieh /s/ Jennifer Gareis Jennifer Gareis, on behalf of minor child Gavin Ghassemieh 06/05/2025 Sophia Ghassemieh /s/ Jennifer Gareis Jennifer Gareis, on behalf of minor child Gavin Ghassemieh 06/05/2025 Lewis Stanton /s/ Lewis Stanton Lewis Stanton 06/05/2025 Farhad Ghassemieh /s/ Farhad Ghassemieh Farhad Ghassemieh 06/05/2025 Cyrus Amirsaleh /s/ Cyrus Amirsaleh Cyrus Amirsaleh 06/05/2025 Fred Ghassemieh Children's Trust /s/ Fred Ghassemieh Fred Ghassemieh, Trustee 06/05/2025 Feridoon Ghassemieh Descendant's Trust /s/ Fred Ghassemieh Fred Ghassemieh, Trustee 06/05/2025 Trust FBO Feridoon Ghassemieh /s/ Farhad Ghassemieh Farhad Ghassemieh, Trustee 06/05/2025 Trust FBO Alex Ghassemieh /s/ Lewis Stanton Lewis Stanton, Trustee 06/05/2025 Bob Ghassemieh 2021 Children's Trust /s/ Babak Ghassemieh Babak Ghassemieh, Trustee 06/05/2025 Lillian Ghassemieh 2021 Children's Trust /s/ Babak Ghassemieh Babak Ghassemieh, Trustee 06/05/2025 Trust FBO Firouzeh Ghassemieh /s/ Farhad Ghassemieh Farhad Ghassemieh, Trustee 06/05/2025 Alpine Lake Partners, LP /s/ Cyrus Amirsaleh Cyrus Amirsaleh, Manager 06/05/2025 BL PCH LLC /s/ Babak Ghassemieh Babak Ghassemieh, Manager 06/05/2025 Pacific SHG Ventures, LLC /s/ Alex Ghassemieh Alex Ghassemieh, Manager 06/05/2025 Morning View Hotels BH I, LLC /s/ Babak Ghassemieh Babak Ghassemieh, Manager 06/05/2025 Palm Lake GP, LLC /s/ Cyrus Amirsaleh Cyrus Amirsaleh, Manager 06/05/2025 EX-1 2 e664598_ex1.htm

Exhibit 1

Transactions in the Shares During the Past 60 Days

Nature of Transaction

Amount of Securities
Acquired/(Disposed)

Price per Share ($)

Date of
Transaction

BABAK GHASSEMIEH

Purchase of Common Stock	6,000	2.0899¹	04/09/2025
Purchase of Common Stock	4,000	2.0300	04/10/2025
Purchase of Common Stock	1,000	1.8398	04/22/2025
Purchase of Common Stock	4,000	2.5933²	04/23/2025
Purchase of Common Stock	100	2.4300	05/27/2025
Purchase of Common Stock	102 (approximately)	2.2800	05/30/2025

FRED GHASSEMIEH

Purchase of Common Stock	9,999	2.0700	04/07/2025
Purchase of Common Stock	11,110	2.0143³	04/08/2025
Purchase of Common Stock	16,331	1.8708⁴	04/10/2025
Purchase of Common Stock	9,999	1.8600⁵	04/11/2025
Purchase of Common Stock	10,547	1.8347⁶	04/21/2025
Purchase of Common Stock	8,340	1.8320⁷	04/22/2025
Purchase of Common Stock	4,444	2.0050⁸	05/05/2025
Purchase of Common Stock	9,988	2.0601⁹	05/20/2025
Purchase of Common Stock	14,485	2.0135¹⁰	05/21/2025
Purchase of Common Stock	1,069	1.9800	05/22/2025

Kambiz GHASSEMIEH

Purchase of Common Stock

8,000

1.9866

05/08/2025

____________________________

¹ The price reported is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $2.0650 to $2.0956 per Share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth in this footnote.

² The price reported is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $1.9400 to $1.9600 per Share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth in this footnote.

³ The price reported is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $2.0150 to $2.0166 per Share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth in this footnote.

⁴ The price reported is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $1.8550 to $1.9000 per Share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth in this footnote.

⁵ The price reported is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $1.8500 to $1.8700 per Share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth in this footnote.

⁶ The price reported is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $1.8200 to $1.8450 per Share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth in this footnote.

⁷ The price reported is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $1.8300 to $1.8400 per Share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth in this footnote.

⁸ The price reported is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $2.0000 to $2.0100 per Share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth in this footnote.

⁹ The price reported is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $2.0500 to $2.0650 per Share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth in this footnote.

¹⁰ The price reported is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $1.9800 to $2.0100 per Share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth in this footnote.

EX-99.1 3 e664598_ex99-1.htm

GROUP AGREEMENT

This Agreement (this “Agreement”) is made and entered into as of June 2, 2025 by and among the undersigned (each a “Party”, and collectively, the “Parties” or the “Group”).

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Braemar Hotels & Resorts Inc., a Maryland corporation (the “Company”); and

WHEREAS, the Parties desire to form a group for the purpose of seeking representation on the Board and for the purpose of taking all other action necessary to achieve the foregoing.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:

1. Each of the undersigned agrees to form a “group” (as such term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with respect to the securities of the Company. In furtherance of the foregoing and in accordance with Rule 13d-1(k)(1)(iii) under the Exchange Act, each of the undersigned agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company to the extent required by applicable law. Each member of the Group shall be responsible for the accuracy and completeness of its own disclosure therein, and shall not be responsible for the accuracy and completeness of the information concerning the other members of the Group, unless such member knows or has reason to know that such information is inaccurate.

2. Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies for the election of certain persons nominated for election to the Board at the 2025 annual meeting of stockholders of the Company (including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”), (ii) taking such other actions as the Parties deem advisable and (iii) taking all other action necessary or advisable to achieve the foregoing.

3. Each Party agrees that any filing with the Securities and Exchange Commission, press release or other communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities shall first be approved by a representative of certain of the undersigned. Certain of the undersigned agree to work in good faith to resolve any disagreement that may arise between or among them concerning decisions to be made, actions to be taken or statements to be made in connection with the Group’s activities.

4. The relationship of the Parties shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any Party to act as an agent for any other Party, or to create a joint venture or partnership, or to constitute an indemnification. Each Party agrees to use his or its reasonable efforts to avoid taking any action that may cause any other person or entity to be deemed to be a member of the Group. Except as provided in Section 2, nothing herein shall restrict any Party’s right to purchase or sell securities of the Company, as it deems appropriate, in its sole discretion, provided that all such purchases and sales are made in compliance with all applicable securities laws and the provisions of this Agreement.

5. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

6. This Agreement is governed by and will be construed in accordance with the laws of the State of New York. In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the Parties consent and submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the Borough of Manhattan or the courts of the State of New York located in the County of New York.

7. The Parties’ rights and obligations under this Agreement (other than the rights and obligations set forth in Section 6 which shall survive any termination of this Agreement) shall terminate immediately after the conclusion of the activities set forth in Section 3 or as otherwise agreed to by the Parties.

8. Each Party hereby waives the application of any law, regulation, holding, or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

9. The terms and provisions of this Agreement may not be modified, waived or amended without the written consent of each of the Parties.

10. Each Party hereby agrees that this Agreement shall be filed as an exhibit to any Schedule 13D required to be filed under applicable law pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first above written.

	/s/ Bob Ghassemieh
	Bob Ghassemieh

Bob Ghassemieh 2021 Children’s Trust

By:	/s/ Bob Ghassemieh
	Name:	Bob Ghassemieh
	Title:	Trustee

Lillian Ghassemieh 2021 Children’s Trust

By:	/s/ Bob Ghassemieh
	Name:	Bob Ghassemieh
	Title:	Trustee

BL PCH LLC

By:	/s/ Bob Ghassemieh
	Name:	Bob Ghassemieh
	Title:	Manager

Morning View Hotels BH I, LLC

By:	/s/ Bob Ghassemieh
	Name:	Bob Ghassemieh
	Title:	Manager

	/s/ Jennifer Gareis
	Jennifer Gareis, on behalf of minor child Gavin Ghassemieh

	/s/ Jennifer Gareis
	Jennifer Gareis, on behalf of minor child Sophia Ghassemieh

	/s/ Fred Ghassemieh
	Fred Ghassemieh

Fred Ghassemieh Children’s Trust

By:	/s/ Fred Ghassemieh
	Name:	Fred Ghassemieh
	Title:	Trustee

Feridoon Ghassemieh Descendants Trust

By:	/s/ Fred Ghassemieh
	Name:	Fred Ghassemieh
	Title:	Trustee

	/s/ Alex Ghassemieh
	Alex Ghassemieh

Pacific SHG Ventures, LLC

By:	/s/ Alex Ghassemieh
	Name:	Alex Ghassemieh
	Title:	Manager

Morning View Hotels BH I, LLC

By:	/s/ Alex Ghassemieh
	Name:	Alex Ghassemieh
	Title:	Manager

	/s/ Fataneh Ghassemieh
	Fataneh Ghassemieh

	/s/ Ali Afshari
	Ali Afshari

	/s/ Mahyar Amirsaleh
	Mahyar Amirsaleh

	/s/ Lillian Ghassemieh
	Lillian Ghassemieh

Bob Ghassemieh 2021 Children’s Trust

By:	/s/ Lillian Ghassemieh
	Name:	Lillian Ghassemieh
	Title:	Trustee

Lillian Ghassemieh 2021 Children’s Trust

By:	/s/ Lillian Ghassemieh
	Name:	Lillian Ghassemieh
	Title:	Trustee

BL PCH LLC

By:	/s/ Lillian Ghassemieh
	Name:	Lillian Ghassemieh
	Title:	Manager

	/s/ Kambiz Ghassemieh
	Kambiz Ghassemieh

	/s/ Mahvash Ehsani
	Mahvash Ehsani

	/s/ Jennifer Gareis
	Jennifer Gareis

	/s/ Christina Matthias
	Christina Matthias

	/s/ Eric Ghassemieh
	Eric Ghassemieh

Trust FBO Feridoon Ghassemieh

By:	/s/ Farhad Ghassemieh
	Name:	Farhad Ghassemieh
	Title:	Trustee

Trust FBO Firouzeh Ghassemieh

By:	/s/ Farhad Ghassemieh
	Name:	Farhad Ghassemieh
	Title:	Trustee

Trust FBO Feridoon Ghassemieh

By:	/s/ Lewis Stanton
	Name:	Lewis Stanton
	Title:	Trustee

Trust FBO Alex Ghassemieh

By:	/s/ Lewis Stanton
	Name:	Lewis Stanton
	Title:	Trustee

Trust FBO Firouzeh Ghassemieh

By:	/s/ Lewis Stanton
	Name:	Lewis Stanton
	Title:	Trustee

Alpine Lake Partners, LP

By:	/s/ Cyrus Amirsaleh
	Name:	Cyrus Amirsaleh
	Title:	Managing Partner

	/s/ Cyrus Amirsaleh
	Cyrus Amirsaleh

	/s/ Farhad Ghassemieh
	Farhad Ghassemieh

	/s/ Samuel J. Jagger
	Samuel J. Jagger

	/s/ Lewis Stanton
	Lewis Stanton