The bonuses discussed above are discretionary.operations.

The amounts paid in the fiscal yearFiscal Year ending January 31, 20192021, are shown below.

Fiscal 2019 – IBC Bonuses

On September 4, 2018, the Board approved to pay a $15,000 bonus to the daughter of the CEO, and who is the former Chief Operating Officer, in connection with the sale of IBC. The CEO’s daughter is now employed by the Company that acquired IBC. In addition, the Board approved to pay a $10,000 bonus to the Executive Vice President of the Trust in connection with the sale of IBC. These bonuses will be paid upon receipt of the monthly payments to be received in connection with the note receivable described above starting in September 2019 at $1,000 per month.

The Trust also paid the former CFO a $5,000 compensation bonus related to the sale of IBC.

Performance-Based Cash Bonuses

Fiscal 20192021 - Performance-Based Cash Bonuses

Our executive officers are eligible to receive cash bonuses under the General Manager Bonus Plan equal to 15% of the aggregate cash bonuses received by the general managers of all of our hotels, regardless of region. The general managers receive a bonus based on the achievement of budgeted gross operating profit (total revenues less operating expenses) (“GOP”) at their hotel on a quarterly and annual basis. Under the plan, if the hotel’s actual quarterly and annual GOP exceeds the budgeted GOP, each general manager is eligible for a potential maximum annual bonus of $20,000, consisting of a potential maximum quarterly bonus of $2,000 per quarter, ($8,000 per year), and a potential maximum year-end bonus of $11,000, and a risk management bonus of $1,000 and a discretionary excellent property inspection bonus up to $1,000.

In Fiscal Year 2022 ending January 31, 2022, the Board approved a stock bonus of up to 3,000 shares for the CFO, Controller, and our Independent Consultant. In addition, our Vice President of Hotel Operations and IT/Technology Manager each were approved for up to 2,000 shares.

Quarterly General Manager GOP Bonus Potential:

Year-End General Manager GOP Bonus Potential:

In fiscal years 2018Fiscal Years 2020 and 2019,2021, each of our executive officers received an annual cash bonus equal to 15% of the aggregate cash bonuses received by the general managers of all of our hotels, regardless of region. The general manager aggregate cash bonuses for fiscal year 2019Fiscal Year 2021 were as follows:

Accordingly, each of our executive officers received a cash bonus of $5,180 for fiscal year 2019.

Benefits and Other Compensation

We maintain broad-based benefits that are provided to all employees, including health and dental insurance, life insurance and a 401(k) plan. We also have a mandatory matching contribution for our 401(k) plan. We do not have a pension plan. Our executive officers are eligible to participate in all of our employee benefit plans, in each case on the same basis as our other employees. See Note 23 – “Share Based Payments and Stock Options” for additional information about our Stock Options.

Fiscal Year 20182021 Summary Compensation Table

The table below shows individual compensation information paid to our executive officers for our fiscal yearsFiscal Years ended January 31, 20192021, and 2018:2020:

(1) Matching contributions made under our 401(k) plan to our executive officers with a maximum of $500 per calendar year are included in all other compensation.

(2) Ms. Barnhill and Mr. Wirth were the account name holder for the Trust’s corporate purchase cards as described in the “Certain Transactions – Guarantees” section below. The corporate purchase cards provide American Express Membership Rewards to Ms. Barnhill and Mr. Wirth. The use of these corporate purchase cards was discontinued for the fiscal year ended January 31, 2019. For the fiscal year ended January 31, 2018 Ms. Barnhill received 703,909 American Express Membership Rewards, with an estimated value of $7,039 which amounts are included in all other compensation. No amounts are included for the fiscal year ended January 31, 2019.

(3) In addition to the employer 401(k) match provided to all eligible Trust employees, Mr. Berg through his Berg Investment Advisors company was compensated $6,000 for additional consultative services rendered by Mr. Marc Berg, the Trust’s Executive Vice President. Mr. Berg, Mr. Miller, and Mr. MillerLange receive a monthly travel expense reimbursement of $100. Mr. Remis, Mr. Moore and Ms. Barnhill received a monthly travel expense reimbursement of $100 for the months they were employed. For the fiscal yearFiscal Year ending January 31, 20192021, Mr. Berg, Mr. Miller and Mr. Remis, Mr. Moore and Ms BarnhillLange received $1,200, $800, $500, $500,$700, and $500, respectively.$100 respectively in expense reimbursement. Mr. Miller also received severance compensation of $12,000 upon his leaving the Trust, for the Fiscal Year ended January 31, 2021. For the fiscal yearFiscal Year ending January 31, 2018 Ms. Barnhill2020, Mr. Berg, and Mr. Berg,Miller each received $1,200, in expense reimbursement and Mr. Remis received $500.respectively.

(4)(3) For the fiscal yearFiscal Year ending January 31, 20192020, Mr. Berg received a discretionary bonus approved by the Compensation Committee team of $30,000, related to his efforts resulting in the sale of the Yuma property, of which $21,000 was paid during the Fiscal Year ended January 31, 2019, and the balance of $9,000 was paid during the Fiscal Year ending January 31, 2020. Mr. Berg also received a discretionary bonus approved by the Compensation Committee team of $30,000, related to his efforts resulting in the sale of the Tempe Hotel, an affiliate of the Trust, and resulting in repayment to IHT of a loan to Tempe, of which $7,500 was paid during the Fiscal Year ended January 31, 2021. The balance of $22,500, was accrued during the fiscal yearFiscal Year ended January 31, 2019. The balance of $9,000 was will be paid during the fiscal year2021.

(4) During Fiscal Year ending January 31, 2020.

(5) During fiscal year ending January 31, 2018,2021, Mr. Wirth, Mr. Berg, Ms. Barnhill, and Mr. Remis received discretionary executive bonuses of $2,875, $5,375 $2,875 and $6,875, respectively.

(6) During fiscal year ending January 31, 2019 Mr. Wirth, Mr. Berg Mr. Miller, Mr. Moore and Ms. Barnhill received Non-Equity Incentive Plan Compensation consisting of Fiscal 20192021 – Performance Based Cash Bonuses of $2,780, $2,870, $1,150, $1,700$5,279, and $570,$4,887, respectively. During fiscal yearFiscal Year ending January 31, 20182020, Mr. Wirth, Mr. Berg, Ms. Barnhill and Mr. RemisMiller, received Non-Equity Incentive Plan Compensation consisting of Fiscal 20182020 – Performance Based Cash Bonuses of $5,435 each.$5,445, $5,955, and $1,855, respectively.

During fiscal year 2019Fiscal Year 2021 and 2018,2020, we did not grant any stock options or any other equity-based awards. None of our executive officers owned any stock options, or had any outstanding unvested Shares, as of January 31, 20182020, and 2019.2021. Consistent with ASC 718-10-55-10, compensation cost associated with issuance of these options has not been recognized as shareholder approval is not perfunctory. For stock option grants during fiscal year 2018 and additional information about our stock option plan, see Note 2423 to our Consolidated Financial Statements - “Stock Options.”

Additionally, refer Note 23 of our Consolidated Financial Statements - Share Based Payments, and the section on Fiscal Year 2021 Trustee Compensation, contained in Item11, for information on shares issued to our independent trustees from shareholder equity.

Indemnification Agreements

We have entered into indemnification agreements with all of our executive officers and Trustees. The agreements provide for indemnification against all liabilities and expenses reasonably incurred by an officer or Trustee in connection with the defense or disposition of any suit or other proceeding, in which he or she may be involved or with which he or she may be threatened, while in office or thereafter, because of his or her position at the Trust. There is no indemnification for any matter as to which an officer or Trustee is adjudicated to have acted in bad faith, with willful misconduct or reckless disregard of his or her duties, with gross negligence, or not in good faith in the reasonable belief that his or her action was in our best interests. We may advance payments in connection with indemnification under the agreements. The level of indemnification is to the full extent of the net equity based on appraised and/or market value of the Trust.

Potential Payments Upon Change in Control

We do not have employment agreements with our executive officers. UponHowever, our 2017 Equity Incentive Plan (the “2017 Plan”) provides that the Compensation Committee of the Board of Trustees, in its sole discretion, may take such actions, if any, as it deems necessary or desirable with respect to any award that is outstanding as of the date of the consummation of the change in control. Such actions may include, without limitation: (a) the acceleration of the vesting, settlement and/or exercisability of an award; (b) the payment of a cash amount in exchange for the cancellation of an award; (c) the cancellation of stock options and/or SARs without payment therefor if the fair market value of a share on the date of the change in control our 1997 Stock Incentivedoes not exceed the exercise price per share of the applicable award; and/or (d) the issuance of substitute awards that substantially preserve the value, rights and Optionbenefits of any affected awards.

For purposes of the 2017 Plan, subject to exceptions set forth in the 2017 Plan, a “change in control” generally includes (a) the acquisition of more than 50% of the Trust’s Shares; (b) the incumbent board of trustees ceasing to constitute a majority of the board of trustees; (c) a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of the Trust; and (d) approval by the shareholders of the Trust of a complete liquidation or dissolution of the Trust. The full definition of “change in control” is set forth in the 2017 Plan.

When an award is granted under the 2017 Plan, the Compensation Committee establishes the terms and conditions of that award, which are contained in an award agreement. The form of stock option award agreement under the 2017 Plan provides for the acceleration of vesting of restricted Shares. However,unvested stock options to immediately vest in full and become exercisable if a change in control had occurred on January 31, 2017, noneoccurs while the participant is employed by the Trust or a subsidiary. In addition, the form of our executive officers would have received any payment under the Plan uponrestricted share agreement for non-employee Trustee awards provides that unvested restricted shares held by a Trustee will immediately vest in full if, prior to a vesting date, a change in control because none hadof the Trust occurs while the participant is serving as a Trustee.

A participant’s award agreement under the 2017 Plan may also contain specific provisions governing the vesting or forfeiture of an award upon a termination of the participant’s service to the Trust or a subsidiary. The form of stock option award agreement generally provides that unvested stock options will become immediately vested in full if, prior to a vesting date, the participant ceases to be employed by the Trust and its subsidiaries by reason of death or disability. Unvested stock options will be forfeited automatically if the participant ceases to be employed by the Trust and its subsidiaries prior to an applicable vesting date. In addition, the form of stock option award agreement provides for the termination of stock options, to the extent not previously exercised or forfeited, on the earliest of the following dates: (i) one year after the termination of the participant’s employment by the Trust and its subsidiaries due to death or disability; (ii) three months after the termination of the participant’s employment with the Trust and its subsidiaries for any awards outstanding under our 1997 Stock Incentivereason other than for death, disability or cause; (iii) immediately upon termination of employment, if the participant’s employment is terminated by the Company and Option Planits subsidiaries for cause; or (iv) midnight on the tenth anniversary of the date of grant. Unless otherwise provided in the applicable award agreement or in an another written agreement with the participant, “cause”, as a reason for termination of a participant’s employment generally includes (a) the participant’s willful refusal to follow lawful directives of the Trust which are consistent with the scope and nature of the participant’s duties and responsibilities; (b) conviction of, or plea of guilty or nolo contendere to, a felony or any crime involving moral turpitude, fraud or embezzlement; (c) gross negligence or willful misconduct resulting in a material loss to the Trust or any of its subsidiaries or material damage to the reputation of the Trust or any of its subsidiaries; (d) material breach of any one or more of the covenants contained in any proprietary interest protection, confidentiality, non-competition or non-solicitation agreement between the participant and the Trust or a subsidiary; or (e) violation of any statutory or common law duty of loyalty to the Trust or any of its subsidiaries.

The form of restricted share agreement for non-employee Trustees generally provides that unvested restricted shares will become vested in full if, prior to a vesting date, the participant dies or a change in control occurs while the participant is serving as a Trustee. Any unvested restricted shares will be forfeited automatically if the participant ceases to serve as a Trustee prior to an applicable vesting date.

Fiscal Year 20182021 Trustee Compensation

We compensate our non-employee Trustees for their services through grants of restricted Shares. The aggregate grant date fair value of these Shares is shown in the table above. These restricted Shares vested in equal monthly amounts during our Fiscal Year 2021. As of January 31, 2021, Messrs. Kutasi, Chase and Robson did not hold any unvested Shares. As compensation for our Fiscal Year 2021, on February 01, 2020, we issued 6,000 additional restricted Shares (with the aggregate grant date fair value of $9,600 (per grant) to each of Messrs. Kutasi, Chase and Robson.

We do not pay our Trustees an annual cash retainer, per meeting fees or additional compensation for serving on a Committee or as a Committee Chair.

The table below shows individual compensation information for our non-employee Trustees for our fiscal yearFiscal Year ended January 31, 2019 and 2018.2021. Compensation information for Messrs. Wirth and Berg and, who do not receive additional compensation for their service as Trustees, is included in the Summary Compensation Table above:

We do not pay our Trustees an annual cash retainer, per meeting fees or additional compensation for serving on a Committee or as a Committee Chair. 

REVERSE STOCK SPLIT

(Proposal 5 on the Proxy Card)

Purposes of the Proposal

A Purpose of a Reverse Stock Split may be to increase the market price of the Shares. The Board of Trustees intends to effect a Reverse Stock Split if it believes that a decrease in the number of Shares outstanding is likely to improve the trading price of the Shares. If a Reserve Stock Split proposal is authorized by the shareholders of the Trust, the Board of Trustees will have the discretion to implement the Reverse Stock Split once during the period ending on December 31, 2021, up to a maximum ratio of 1-for-4, or effect no Reverse Stock Split at all. The Board of Trustees has submitted a maximum ratio in order to give it latitude to achieve its intended objective. There can be no assurance, however, that the market price of the Shares will rise in proportion to the reduction in the number of outstanding Shares resulting from the Reverse Stock Split.

The Board of Trustees believes that shareholder approval of a maximum ratio (as opposed to approval of a specified ratio) in which the Reverse Stock Split may be effected provides the Board of Trustees with maximum flexibility to achieve the purposes of the Reverse Stock Split. If the shareholders approve this Reverse Stock Split Proposal, the Reverse Stock Split will be effected, if at all, only upon a determination by the Board of Trustees that the Reverse Stock Split (in a ratio determined by the Board of Trustees within the limits set forth herein) is in the best interests of the Trust and its shareholders at that time.

In connection with any determination to effect a Reverse Stock Split, the Board of Trustees will also select the Reverse Stock Split ratio that, in its discretion, results in the greatest marketability of the Shares based on prevailing market conditions. No further action on the part of the shareholders will be required to either effect or abandon the Reverse Stock Split. If no Reverse Stock Split is effected by December 31, 2021, the Board of Trustees’ authority to effect the Reverse Stock Split will terminate.

Effects of the Proposal

Potential Effects of the Reverse Stock Split

There can be no assurance that the total market capitalization of our Shares after the Reverse Stock Split will be equal to or greater than the total market capitalization before the Reverse Stock Split. Further, there can be no assurance that the market price per Share after the Reverse Stock Split will rise or remain constant in proportion to the reduction in the number of Shares outstanding before the Reverse Stock Split.

Accordingly, although the Reverse Stock split will not (by itself) impact the Trust’s assets or prospects and the market price of our Shares will be based on our performance and other factors, the total market capitalization of the Shares after the Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split, and, in the future, the market price of our Shares following the Reverse Stock Split may fall below the market price prior to the Reverse Stock Split. In many cases, the total market capitalization of a company following a reverse stock split is lower than the total market capitalization before the reverse stock split.

A decline in the market price for our Shares after the Reverse Stock Split may result in a greater percentage decline than would occur in the absence of the Reverse Stock Split, and the liquidity of our Shares could be adversely affected by the reduced number of Shares outstanding following the Reverse Stock Split.

Effect on Authorized and Outstanding Shares

The Declaration of the Trust currently authorizes the Trust to issue an unlimited number of Shares. Therefore, the total number of authorized Shares will not change as a result of the Reverse Stock Split.

As of June 17, 2019, there were approximately 9,323,838 Shares issued and outstanding. This number excludes approximately 9,229,923 Shares held by the Trust as treasury shares that are considered issued but not outstanding.

Pursuant to the Reverse Stock Split, assuming the maximum ratio of 1-for-4 is employed, each four Shares outstanding or held as treasury shares immediately prior to the effectiveness of the Reverse Stock Split will become one Share after the Reverse Stock Split. The actual number of Shares will depend on the Reverse Stock Split ratio selected by the Board of Trustees.

Although the number of authorized shares of common stock will not change as a result of the Reverse Stock Split, the number of Shares outstanding and held as treasury shares will be reduced to a number that will be approximately equal to (i) the number of Shares outstanding and held as treasury shares immediately prior to the effectiveness of the Reverse Stock Split, divided by (ii) the Reverse Stock Split ratio that is employed.

With the exception of the number of Shares outstanding or held as treasury shares, the rights and preferences of the Shares prior and subsequent to the Reverse Stock Split will remain the same. Following the effective date of the Reverse Stock Split, it is not anticipated that our financial condition, the percentage ownership of management, the number of shareholders, or any aspect of our business would materially change as a result of the Reverse Stock Split.

The Reverse Stock Split will be implemented simultaneously for all Shares (outstanding or held as treasury shares) and the ratio will be the same for all Shares. The Reverse Stock Split will affect all shareholders uniformly and will not affect any shareholder’s percentage ownership interests in the Trust, except to the extent that the Reverse Stock Split results in any shareholder owning a fractional share. See “Fractional Shares” below. Shares issued pursuant to the Reverse Stock Split will remain fully paid and non-assessable.

We are subject to periodic reporting and other requirements of the Securities Exchange Act of 1934, as amended. The proposed Reverse Stock Split will not affect the registration of the Shares under the securities laws.

The table below depicts the effects of the Reverse Stock Split, at assumed exchange ratios, upon the number of Shares outstanding and held as treasury shares:

Outstanding Convertible Securities

On the effective date of the Reverse Stock Split, if approved by the Board of Trustees, all outstanding future or contingent rights to acquire Shares, such as stock options or limited partnership units in RRF Limited Partnership (the Trust’s operating partnership), will be adjusted to reflect the Reverse Stock Split. As of June 17, 2019, the Trust had no options, 211,708 Class A limited partnership units and 2,974,038 Class B limited partnership units outstanding. The number of Shares to be received pursuant to, and other terms of, outstanding future or contingent rights will be adjusted proportionately to reflect the Reverse Stock Split.

Accounting Matters

On the effective date of the Reverse Stock Split, the net income or loss per Share and net book value of our Shares will be increased because there will be fewer Shares outstanding.

Potential Odd Lots

If approved, the Reverse Stock Split will result in some shareholders holding less than 100 Shares, and, as a consequence, such shareholders may incur greater costs associated with selling such Shares. Brokerage commissions and other costs of transactions in odd lots may be higher, particularly on a per Share basis, than the cost of transactions in even multiples of 100 Shares.

Potential Anti-Takeover Effect

The Reverse Stock Split proposal is not being proposed in response to any effort of which the Trust is aware to accumulate Shares or obtain control of the Trust, nor is it part of a plan by management to recommend a series of similar amendments to the Board of Trustees and shareholders. The Reverse Stock Split may facilitate a future “Reverse Merger” whereby a larger private company may desire to go public by way of a merger with the Trust, whereby the larger entity shareholders take control of the larger merged company.

Manner of Effecting the Reverse Stock Split and Exchange of Stock Certificates

In the event of approval of the Reverse Stock Split by the shareholders, the Reverse Stock Split will be implemented by filing a certificate of amendment to our Declaration of Trust.

As soon as practicable after the effective date of the Reverse Stock Split, the Trust, or its transfer agent, will send a letter of transmittal to each holder of record of our outstanding Shares on the effective date of the Reverse Stock Split. The letter of transmittal will contain instructions for the surrender of certificates representing the Shares. Upon proper completion and execution of the letter of transmittal and return thereof, together with certificates representing the holder’s Shares, the holder of record will be entitled to receive a certificate representing the number of new Shares into which such holder’s existing Shares have been reclassified as a result of the Reverse Stock Split. SHAREHOLDERS SHOULD NOT SUBMIT ANY CERTIFICATES UNTIL REQUESTED TO DO SO.

No new certificate will be issued to a holder of record until such holder has surrendered all outstanding certificates together with the properly completed and executed letter of transmittal. Until so surrendered, each outstanding certificate representing existing Shares will be deemed for all corporate purposes after the effective date to evidence ownership of new Shares in the appropriately reduced number. No fees or other commissions will be charged to shareholders to effect the exchange of existing Shares for new Shares.

Fractional Shares

As a result of a Reverse Stock Split, the reclassification of a shareholder’s existing Shares into new Shares as described above may result in the creation of fractional Shares. The Board of Trustees will either:

1. Provide for the payment of cash in lieu of fractional shares as follows:

In that event, no certificates will be issued for fractional Shares that result from the Reverse Stock Split. Shareholders who would be entitled to receive fractional Shares after the Reverse Stock Split will be entitled to a cash payment in lieu of the fractional Shares. In order to receive the cash payment, shareholders must surrender any certificates representing fractional Shares to the Trust, or our transfer agent, which will then issue a new certificate representing the whole number of Shares to which the holder is entitled as a result of the Reverse Stock Split plus a cash payment in place of the fractional Shares at a price equal to the fraction to which the shareholder would otherwise be entitled multiplied by the average of the closing prices of the Shares for the last ten (10) trading days prior to the effective date of the Reverse Stock Split (or if such price is not available, the average of the last bid and ask prices of the Shares on such days or other price determined by the Board of Trustees). The ownership of a fractional interest will not give the holder any voting, dividend or other rights except to receive payment as described; or

2. Provide for any fractional Share which results from the Reverse Stock Split to be rounded up to the next whole Share. In other words, the Trust may issue a small added fractional share to round new shares up , at no cost to the shareholder(s).

Amendment to Declaration of Trust

If the shareholders and the Board of Trustees approve a Reverse Stock Split, we intend to file a certificate of amendment to our Declaration of Trust to implement a Reverse Stock Split. In order to implement the Reverse Stock Split, we will amend the Declaration of Trust to include the following language as modified to reflect the Reverse Stock Split ratio (up to a maximum ratio of 1-for-4) selected by the Board of Trustees:

“Each [NUMBER TO BE DETERMINED BASED ON RATIO] Shares issued as of the date and time immediately preceding [INSERT DATE UPON WHICH CERTIFICATE OF AMENDMENT IS FILED], the effective date of a reverse stock split (the “Split Effective Date”), shall be automatically changed and reclassified, as of the Split Effective Date and without further action, into one (1) fully paid and nonassessable Share; provided, however, that there shall be no fractional interest resulting from such change and reclassification. In the case of any holder of fewer than [NUMBER TO BE DETERMINED BASED ON RATIO] Shares or any number of Shares which, when divided by [NUMBER TO BE DETERMINED BASED ON RATIO], does not result in a whole number (a “Fractional Share Holder”), the fractional Share interest held by such Fractional Share Holder as a result of such change and reclassification shall be [redeemed for a cash payment by the Trust in lieu of issuance OR rounded up to the next whole Share]. Each holder of record of a certificate or certificates which immediately prior to the Split Effective Date represents outstanding Shares (the “Old Certificates,” whether one or more) shall be entitled to receive upon surrender of such Old Certificates to the Trust’s transfer agent for cancellation, a certificate or certificates (the “New Certificates,” whether one or more) representing the number of whole Shares into and for which the Shares formerly represented by such Old Certificates so surrendered are exchangeable [plus a cash payment in place of the fractional Shares at a price equal to the fraction to which the holder would otherwise be entitled multiplied by the average of the closing prices of the Shares for the last ten (10) trading days immediately prior to the Split Effective Date (or if such price is not available, the average of the last bid and ask prices of the Shares on such days or other price determined by the Board of Trustees) OR rounded up to the next whole Share]. From and after the Split Effective Date, Old Certificates shall represent only the right to receive New Certificates pursuant to the provisions hereof.”

Certain Federal Income Tax Consequences

If a Reverse Stock Split is approved by the Board of Trustees, we believe that the federal income tax consequences of the Reverse Stock Split to holders of existing Shares will be as follows:

(a) No gain or loss will be recognized by a shareholder on the surrender of their existing Shares or upon receipt of a certificate representing the new number of Shares (except to the extent of any cash received in lieu of a fractional Share).

(b) If cash is paid by the Trust for fractional Shares, gain or loss equal to the difference, if any, between the amount of cash received for fractional Shares and the shareholder’s basis in the fractional Shares will be recognized by the shareholder.

(c) Generally, the aggregate tax basis of the Shares after the Reverse Stock Split will equal the aggregate tax basis of the Shares exchanged therefor.

(d) The holding period of the Shares after the Reverse Stock Split will include the holding period of the holder’s existing Shares if such existing Shares were held as capital assets on the date of the exchange.

(e) The conversion of the existing Shares into the new Shares after the Reverse Stock Split will produce no gain or loss to the Trust.

Our belief as outlined above is not binding upon the Internal Revenue Service or the courts, and there can be no assurance that the Internal Revenue Service or the courts will accept the positions expressed above. This summary does not purport to be complete and does not address the tax consequences to holders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies, foreign entities, non-resident foreign individuals, broker-dealers and tax-exempt entities. The state and local tax consequences of the Reverse Stock Split may vary significantly as to each shareholder, depending upon the state in which the shareholder resides. The foregoing summary is included for general information only. Accordingly, shareholders are urged to consult their own tax advisors with respect to the federal, state and local tax consequences of the Reverse Stock Split.

Vote Required

Approval of a Reverse Stock Split will require the affirmative vote of a majority of the issued and outstanding Shares entitled to vote present in person or by proxy at the Annual Meeting.

No Appraisal Rights

No appraisal rights are available under Ohio law or under the Declaration of Trust to any shareholder who dissents from this Reverse Stock Split Proposal.

The Board of Trustees recommendations that you vote “FOR” Proposal 5. The Board of Trustees would have the authority to implement a reverse stock split at a ratio, to be established by the Board of Trustees in its sole discretion, not to exceed 1-for-4, which specific ratio shall be included in an amendment to the Declaration of Trust to implement such reverse stock split.

Certain Transactions

Sale of IBC Hotels LLC

On August 15, 2018 the Trust entered into a final sale agreement for its subsidiary IBC Hotels LLC (“IBC”) with an effective sale date as of August 1, 2018 to a third party buyer (“Buyer”). The Buyer hired Pamela Barnhill, the Trust’s former Chief Operating Officer, who is a family member of the Trust’s CEO. The sale price was $3,000,000 to be paid to the Trust as follows:

Note is secured by (1) pledge of the Buyer’s interest, and (2) a security interest in all assets of IBC, provided the Trust shall agree to subordinate such equity interest to commercially reasonable debt financing upon request.

Sale of Yuma Hotel

On July 31, 2018, the Trust entered into a purchase and sale agreement to sell its Innsuites Yuma Hotel and Suites Best Western (Yuma), together with certain furniture, fixtures, equipment, operating supplies and other ancillary items pertaining to the daily operations to a third party. The sale was completed on October 24, 2018. The sales price, as revised, was approximately $16.05 million, of which the net proceeds received by the Trust were approximately $9.93 million. Please see our filing on Form 8-K with the SEC on October 30,2 018 and August 1, 2018 related to the sale of the Yuma Hotel property.

Management and Licensing Agreements

The Trust directly manages the Hotels through the Trust’s wholly-owned subsidiary, InnSuites Hotels.subsidiary. Under the management agreements, InnSuites Hotels manages the daily operations of the Trust’s Albuquerque and Tucson Hotels and the Tempe hotel owned by affiliates of Mr. Wirth.Hotels. All Trust managed Hotel expenses, revenues and reimbursements among the Trust, InnSuites Hotels and the Partnership have been eliminated in consolidation. The management fees for the Trust’s Hotels and the Tempe hotel are 5% of room revenue and a monthly accounting fee of $2,000 per hotel. These agreements have no expiration date and may be cancelled by either party with 90-days30-days written notice in the event the property changes ownership.notice. In fiscal years 2019Fiscal Years 2021 and 2018,2020, InnSuites Hotels received aggregate fees of $178,000approximately $116,000 and $166,000$170,000, respectively, for management of the Tempeone hotel owned by affiliates of Mr. Wirth. TheThis hotel was sold December 18, 2020 and thus no fees will be collected hereafter, the Trust charges management fees to related parties.

The Trust also provides the use of the InnSuites©“InnSuites” trademark to the Hotels andthrough the Tempe hotel.Trust’s wholly-owned subsidiary, InnSuites Hotels, at no additional charge.

Restructuring Agreements

Albuquerque Suite Hospitality Restructuring Agreement

DuringTwo Class A units were sold during the fiscal yearFiscal Year ended January 31, 2018, there were 1932021, for $20,000. No Class A units ofwere sold during the Albuquerque entity sold, of which 142 came from the Trust at $10,000 per unit.Fiscal Year ended January 31, 2020. As of January 31, 2018,2021, the Trust held a 22.83%20.67% ownership interest, or 137124 Class B units, in the Albuquerque entity, Mr. Wirth and his affiliates held a 0.17% interest, or 1 Class C unit, and other parties held a 77.00%79.50% interest, or 462475 Class A units. DuringInterests to qualified third parties. REF and other REF Affiliates may purchase Interests under the fiscal year ended January 31, 2018, the Albuquerque entity has made discretionary Priority Return payments to unrelated unit holdersoffering. This restructuring is part of approximately $209,000, and to the Trust of approximately $177,000.

During the fiscal year ended January 31, 2019, there were 15.00 Class A units sold for $150,000 ($10,000/unit), all of which 14.50 came from the Trust’s Class B units, and no C unitsEquity Enhancement Plan to comply with Section 1003(a)(iii) of the Albuquerque entity sold. As of October 31, 2018, the Trust held a 20.33% ownership interest, or 122 Class B units, in the Albuquerque entity, Mr. Wirth and his affiliates held a 0.17% interest, or 1 Class C unit, and other third parties held a 79.50% interest, or 477 Class A units as of October 31, 2018. As of February 1, 2017, the Trust no longer accrues for these distributions as the preference period generally has expired. During the nine months period ended October 31, 2018 the Trust paid distributions in the amount of approximately $308,000, of which approximately $69,000 was to IHT, which were eliminated during the consolidation process for reporting purposes, and approximately $239,000 was to the third party the non-controlling interest holders, respectively.NYSE American Company Guide.

Tucson Hospitality Properties Restructuring Agreement

During the nine monthsFiscal Years ended OctoberJanuary 31, 2018,2021, and 2020, there were no Class A, B or C units of the Tucson entity sold. As of OctoberJanuary 31, 2018,2021, the Partnership held a 51.01% ownership interest, or 404 Class B units, in the Tucson entity, Mr. Wirth and his affiliates held a 0.63%0.38% interest, or 5approximately 3 Class C units, and other parties held a 48.36%48.61% interest, or 383approximately 385 Class A units. DuringFor the nine monthsFiscal Year ended January 31, 2021, the Tucson entity did not make discretionary Priority Return payments to unrelated unit holders. The Trust no longer accrues for these distributions as the preference period ended October 31, 2018 the Trust paid distributions in the amount of approximately $139,000, of which approximately $71,000 was to RRF Limited Partnership, which were eliminated during the consolidation process for reporting purposes, and approximately $68,000 was to the third party the non-controlling interest holders, respectively.has expired.

Ontario Hospitality Properties Restructuring Agreement

On June 2, 2017, the final transaction provided for in the Purchase and Sale Agreement (“Agreement”) dated May 9, 2017 between Ontario Hospitality Properties LLLP (“Ontario”), a subsidiary of InnSuites Hospitality Trust (the “Trust”) and Minkum Investment Group, LLC or Assignee (“Buyer”) were consummated. Pursuant to the Agreement, the Buyer acquired the Best Western InnSuites Ontario Hotel and Suites property for a cash purchase price of $17.5 million with a basis of approximately $6 million which will result in a recognition of a significant profit after transactional costs. This increased our equity as part of our NYSE Equity Enhancement Plan. Right, title and interest to the Best Western InnSuites Ontario Hotel and Suites hotel property was transferred on June 2, 2017. Please see our filing on Form 8-K filed with the SEC on June 7, 2018 for information related to the sale of our Ontario Hotel property.

Yuma Hospitality Properties Restructuring Agreement

As reported in a Current Report on Form 8-K dated August 1, 2018, Yuma Hospitality Properties LLLP (“Yuma”), a subsidiary of InnSuites Hospitality Trust (the “Trust”), entered into a Purchase and Sale Agreement (the “PSA”) to sell its InnSuites Yuma Hotel and Suites Best Western property together with certain furniture, fixtures, equipment, operating supplies and other ancillary items pertaining to the daily operations. The buyer is Palm Springs Inn, LLC or Assignee (“Buyer”) an unrelated third party for $16.250 million The transaction closed with a revised price of $16.05 million dollars.

Financing Arrangements and Guarantees

On December 1, 2014,30, 2020, the Trust entered into a $1,000,000$2,000,000 net maximum Demand/Revolving Line of Credit/Promissory Note with Rare Earth Financial, LLC, an entity which is wholly owned by Mr. Wirth and his family members.Financial. The Demand/Revolving Line of Credit/Promissory Note bears interest at 7.0% per annum, is interest only quarterly and matures on June 19, 2020.30, 2021, and automatically renews annually unless either party gives a six-month written advance notice. No prepayment penalty exists on the Demand/Revolving Line of Credit/Promissory Note. The balance fluctuates significantly through the period with the highest payable balance being approximately $632,000$1,595,000 during the fiscal yearFiscal Year ended January 31, 2019.2021. The Demand/Revolving Line of Credit/Promissory Note has a net maximum borrowing capacity of $1,000,000.$2,000,000. Related party interest expense or income for the Demand/Revolving Line of Credit/Promissory Note for the fiscal yearsFiscal Year ended January 31, 20192021 was approximately $102,000$70,000 of interest income,expense, and for the fiscal yearFiscal Year ended January 31, 20182020 was approximately $4,000$0 of expense.expense and $62,000 of revenue.

The above Demand/Revolving Line of Credit/Promissory Notes are presented together as one line item on the balance sheet and totaled a receivable of approximately $632,000$0 and $811,000$0, at January 31, 20192021 and 2018,2020, respectively, all of which is considered a current receivable.

On June 20, 2016, March 1, 2017, May 30, 2018, and July 18, 2018, the Trust and the Partnership together entered into anmultiple unsecured loan ofloans totaling $270,000 with Guy C. Hayden III (“Hayden Loan”Loans”). As of July 1, 2019, these loans were consolidated and extended at 4.5% interest only, with similar terms to December 31, 2022. As of April 1, 2021, the loans have been extended to December 2022. The Hayden loanTrust may pay all or part of this note without any repayment penalties. The total principal amount of the Hayes Loans is due$270,000 as of January 31, 2021.

As of January 31, 2020, the Trust had a $200,000 unsecured note payable with an individual lender. The promissory note is payable on June 20, 2019demand, or on demand,December 31, 2022, whichever occurs first. The Hayden loan accrues interest at 7%4.5% and interest only payments shall be made monthly and are due on the first of the following month. The Trust and Partnership may pay all of part of these notesthis note without any repayment penalties. The Hayden Loantotal principal amount of this loan is being renewed$200,000 as of January 31, 2021.

On March 20, 2017, the Trust and Partnership entered into multiple, unsecured loans to Marriott Sweitzer Hayes (“Sweitzer Loans”), totaling $100,000. As of July 1, 2019, these loans were consolidated and extended at 4.5%,4.0% interest only, with similar terms.

Onterms to December 5, 2017,31, 2022. As of April 1, 2021, the Trust and the Partnership together entered into eight unsecured loans for a total of $425,000 with varying principal amounts ranging from $25,000have been extended to $100,000 with H. W. Hayes Trust (“Hayes Loans”). The Trust and the Partnership together also entered into two unsecured on-demand $25,000 loans, and an unsecured on-demand $50,000 loan for a total of $100,000 with Lita M. Sweitzer (“Sweitzer Loans”).December 2022. The total principal amount of the Hayes Loans and the Sweitzer Loans is $525,000. The Hayes Loans and the Sweitzer Loans are due on June 20, 2019 or on demand, whichever occurs first. The Hayes Loans requires from a 0-120 day notification of the demand to repay the loans prior to June 20, 2019. Both the Hayes Loans and the Sweitzer Loans accrue interest at 7.0% per year on the unpaid balance and interest only payments shall be made monthly and are due on the first of the following month. The Trust and Partnership may pay all or part of these notes without any repayment penalties. These notes are being being renewed$100,000 as of July 1, 2019, at 4.5%, similar terms.January 31, 2021.

On June 29, 2017, Tucson Hospitality Properties, LLLP, a subsidiary of InnSuites Hospitality Trust,Oracle entered into a $5.0 million Business Loan Agreement (“Tucson Loan”) as a first mortgage credit facility with KS State Bank to refinance the existing first mortgage credit facility with an approximate payoff balance of $3.045 million which will allow Tucson Hospitality Properties, LLLP to be reimbursed for prior and future hotel improvements. The Tucson Loan has a maturity date of June 19, 2042. The Tucson Loan has an initial interest rate of 4.69% for the first five years and thereafter a variable rate equal to the US Treasury + 2.0% with a floor of 4.69% and no prepayment penalty. This credit facility is guaranteed by InnSuites Hospitality Trust, RRF Limited Partnership, Rare Earth Financial, LLC, James F. Wirth and Gail J. Wirth and the Wirth Family Trust dated July 14, 2016. As of MayJanuary 31, 20192021, the Tucson Loanmortgage loan balance was approximately $4,785,000.$4,583,000.

On July 10, 2017, the PartnershipDecember 2, 2019, Albuquerque Suites Hospitality, LLC entered into multiple Assignmenta $1.4 million Business Loan Agreement (“Albuquerque Loan”) as a first mortgage credit facility with Republic Bank of Partners Interest Agreements (the “RRF Agreements”) to purchaseArizona. The Albuquerque Loan has a totalmaturity date of 433,900 Partnership units convertible 1-for-1 into SharesDecember 2, 2029. The Albuquerque Loan has an initial interest rate of the Trust at a purchase price of $2.00 per Partnership unit,4.90% for the aggregate cost of $867,800first five years and thereafter a variable rate equal to the US Treasury + 3.5% with a floor of 4.69% and no prepayment penalty. This credit facility is guaranteed by InnSuites Hospitality Trust. Pursuant toAs of January 31, 2021, the RRF Agreements, James F. Wirth, the Chairman, Chief Executive Officerand President of the Trust, sold 250,000 Partnership units and Mr. Wirth’s daughter, Pamela Barnhill, sold 45,975 Partnership units. Three other of Mr. Wirth’s family members who are each not affiliated with the Trust, each sold 45,975 Partnership units.mortgage loan balance was approximately $1,355,000.

On January 2, 2001, the Board of Trustees approved a share repurchase program under Rule 10b-18 of the Securities Exchange Act of 1934, as amended, for the purchase of up to 250,000 Partnership units and/or Shares of Beneficial Interest in open market or privately negotiated transactions. On September 10, 2002, August 18, 2005, and September 10, 2007, the Board of Trustees approved the purchase of up to 350,000 additional Partnership units and/or Shares of Beneficial Interest in open market or privately negotiated transactions. Additionally, on January 5, 2009, September 15, 2009, and January 31, 2010, the Board of Trustees approved the purchase of up to 300,000, 250,000 and 350,000, respectively, of additional Partnership units and/or Shares of Beneficial Interest in open market or privately negotiated transactions. Acquired Shares of Beneficial Interest will be held in treasury and will be available for future acquisitions and financings and/or for awards granted under the Trusts’Trust’s equity compensation plans/programs. Additionally, on June 19, 2017, the Board of Trustees approved a share repurchase program under Rule 10b-18 of the Securities Exchange Act of 1934, as amended, for the purchase of up to 750,000 Partnership units and/or Shares of Beneficial Interest in open market or privately negotiated transactions. Acquired Shares of Beneficial Interest will be held in treasury and will be available for future acquisitions and financings and/or for awards granted under the InnSuites Hospitality Trust 1997 Stock Incentive and Option Plan.

For the years ended January 31, 20192021, and 2018,2020, the Trust repurchased 217,609233,569 and 150,973104,993 Shares of Beneficial Interest at an average price of $1.71$1.06 and $1.99$1.64 per share, respectively. The average price paid includes fees and brokerage commissions. The Trust intends to continue repurchasing Shares of Beneficial Interest in compliance with applicable legal and NYSE AMERICAN requirements. As of January 31, 2019 theThe Trust remains authorized to repurchase an additional 444,508Partnership units and/or Shares of Beneficial Interest and/or Partnership units pursuant to the publicly announced share repurchase program, which has no expiration date. Repurchased Shares of Beneficial Interest are accounted for as treasury stock in the Trust’s Consolidated Statements of Shareholders’ Equity.

During the Fiscal year ended January 31, 2019, the Trust also repurchased 215,768 Shares of Beneficial Interest in private transactions for an average price of $1.70 per share by issuing note payables for each transaction with an annual interest rate of 7%. During fiscal year ended January 31, 2019, the Trust’s related Company RRF Limited Partnership also repurchased 24,104 Shares of Beneficial Interest in private transactions for an average price of $1.21 per share by issuing note payables for each transaction with an annual interest rate of 7.

Compensation Information

For information regarding compensation of our executive officers, see “Compensation of Trustees and Executive Officers” in this proxy statement.

Review, Approval or Ratification of Transactions with Related Parties

On December 10, 2013, the Board of Trustees adopted a Related Party Transactions Policy, which established procedures for reviewing transactions between us and our Trustees and executive officers, their immediate family members, entities with which they have a position or relationship, and persons known to us to be the beneficial owner of more than 5% of our Shares of Beneficial Interest. These procedures help us evaluate whether any related person transaction could impair the independence of a Trustee or presents a conflict of interest on the part of a Trustee or executive officer. First, the related party transaction is presented to our executive management, including our Chief Financial Officer. Our Chief Financial Officer then discusses the transaction with our outside counsel, as needed. Lastly, the Audit Committee and the members of the Board of Trustees who do not have an interest in the transaction review the transaction and, if they approve, pass a resolution authorizing the transaction. In determining whether to approve a Related Party Transaction, the Audit Committee and the members of the Board of Trustees consider whether the terms of the related party transaction are fair to the Trust on the same basis as would apply if the transaction did not involve a related party; whether there are business reasons for the Trust to enter into the related party transaction; whether the related party transaction would impair the independence of the outside Trustee and whether the related party transaction would present an improper conflict of interest for any Trustee or executive officer of the Trust, taking into account the size of the transaction, the overall financial position of the trustee, executive officer or related party, the direct or indirect nature of the Trustee’s, executive officer’s or other related party interest in the transaction and the ongoing nature of any proposed relationship, and any other factors the Audit Committee and members of the Board of Trustees deem relevant. Our Related Party Transactions Policy is available in the Corporate Governance portion of our website at www.innsuitestrust.com.www.innsuitestrust.com.

Certain Information Concerning the Trust

The following table shows the persons who were known to us to be beneficial owners of more than five percent of our outstanding Shares of Beneficial Interest, together with the number of Shares of Beneficial Interest owned beneficially by each Trustee nominee for Trustee and executive officer, and the Trustees nominee for Trustee and executive officers as a group. The percentages in the table are based on 9,323,8388,856,054 Shares of Beneficial Interest issued and outstanding as of January 31, 2019.May 14, 2021. Unless otherwise specified, each person has sole voting and investment power of the Shares of Beneficial Interest that he or she beneficially owns.

Beneficial Ownership of Trustees, and Executive Officers

Greater-than-Five-Percent Beneficial Owners and

Beneficial Ownership of Trustees, and Executive Officers (as of May 14, 2021)

The following table provides information about our equity compensation plans (other than qualified employee benefits plans and plans available to shareholders on a pro rata basis) as of January 31, 2018:

Equity Compensation Plan Information

Selection of Independent Auditors

Our consolidated financial statements as of and for the fiscal yearsFiscal Years ended January 31, 20182021 and 20172020 were audited by MGO LLP., and Hall & Company Certified Public Accountants & Consultants, Inc., (who merged together January 1, 2021).

Appointment of Hall & CompanyMGO, LLP

The following table presents aggregate fees for the fiscal yearsFiscal Years ended January 31, 2019,2021, and 2018,2020, for professional services rendered by Hall & Company:Company, Inc., and MGO LLP., (who merged together January 1, 2021):

The Board of Trustees has considered whether the provision of non-audit services is compatible with maintaining the principal accountant’s independence. There were no fees billed by or paid to our independent registered public accounting firm during the fiscal yearsFiscal Years ended January 31, 20192021, and 20182020 for tax compliance, tax advice or tax planning services or for financial information systems design and implementation services. The Trust has decided to retain Hall & Company, and MGO subsequently, to perform the tax return preparation, for tax year 2019,years 2020 and 2021, for all entities within the Trust.

Policy on Pre-Approval of Audit and Permitted Non-Audit Services

The Audit Committee pre-approves all fees for services performed by our independent auditors, currently MGO LLP., (previously Hall & Company, Inc.). Unless a type of service our independent auditors provided received general pre-approval, it will require specific pre-approval by the Audit Committee. Any proposed services exceeding pre-approved cost levels will require specific pre-approval by the Audit Committee. The term of any pre-approval is 12 months from the date of pre-approval unless the Audit Committee specifically provides for a different period. Since May 6, 2003, the effective date of the SEC’s rules requiring Audit Committee pre-approval of audit and non-audit services performed by our independent auditors, all of the services provided by our independent auditors were approved in accordance with these policies and procedures.

Other Matters

The Trustees know of no matters to be presented for action at the Annual Meeting other than those described in this proxy statement. Should other matters properly come before the Annual Meeting, the Shares represented by proxies solicited hereby will be voted with respect thereto in accordance with the best judgment of the proxy holders.

Other Information

Shareholder Proposals

If a shareholder intends to present a proposal at the 20202022 Annual Meeting of Shareholders, it must be received by us for consideration for inclusion in our proxy statement and form of proxy relating to that meeting on or before June 1, 20202022, unless the date of the next year’s annual meeting changes by more than 30 days from the date of this year’s meeting, in which case the deadline for submission of shareholder proposals will be a reasonable time before we begin to print and send proxy materials. A shareholder who wishes to present a proposal at the 20202022 Annual Meeting of Shareholders, but does not wish to have that proposal included in our proxy statement and form of proxy relating to that meeting, must notify us of the proposal before June 15, 2020,2022, unless the date of the next year’s annual meeting changes by more than 30 days from the date of this year’s meeting, in which case we must receive a notice of the proposal a reasonable time before we send proxy materials. Shareholders should submit their proposals to InnSuites Hospitality Trust, 1730 E. Northern Avenue, Suite 122, Phoenix, Arizona 85020, Attention: Secretary. If notice of the proposal is not received by us by the date specified herein, then the proposal will be deemed untimely and we will have the right to exercise discretionary voting authority and vote proxies returned to us with respect to that proposal.

Appendix A