Exhibit 10.1

AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP

DATED: November 19, 2013

TABLE OF CONTENTS

i

ii

iii

AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP

RECITALS:

This Amended and Restated Agreement of Limited Partnership is entered into effective November 19, 2013 (the “ Effective Date ”).

WHEREAS, Ashford Hospitality Prime Limited Partnership (the “ Partnership ”) was formed as a limited partnership under the laws of the State of Delaware by the filing of a Certificate of Limited Partnership with the Secretary of State of Delaware on April 5, 2013;

WHEREAS, the General Partner and the Original Limited Partner entered into the Agreement of Limited Partnership as of April 5, 2013 (the “ Prior Agreement ”);

WHEREAS, before the Effective Date, the Partnership was classified as a disregarded entity for U.S. federal income tax purposes;

WHEREAS, Section 11.8 of the Prior Agreement permits the General Partner to amend the Prior Agreement;

WHEREAS, the General Partner and Ashford Prime OP Limited Partner LLC desire to amend and restate the Prior Agreement to make the revisions to the Prior Agreement set forth below;

WHEREAS, the Company, which is the sole member of the General Partner and of Ashford Prime OP Limited Partner LLC, has directed the General Partner and Ashford Prime OP Limited Partner LLC to amend the Prior Agreement as set forth in this Agreement; and

WHEREAS, the General Partner and Ashford Prime OP Limited Partner LLC desire to so amend and restate the Prior Agreement, as of the Effective Date;

NOW, THEREFORE, in consideration of the foregoing, of the mutual covenants between the parties hereto, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINED TERMS

Whenever used in this Agreement, the following terms shall have the meanings respectively assigned to them in this Article I , unless otherwise expressly provided herein or unless the context otherwise requires:

“ Act ” shall mean the Delaware Revised Uniform Limited Partnership Act, 6 Del C. § 17-101, et. seq., as amended, supplemented or restated from time to time, and any successor to such statute.

“ Additional Funds ” has the meaning set forth in Section 4.4 hereof.

“ Additional Limited Partner ” shall mean a Person admitted to this Partnership as a Limited Partner pursuant to and in accordance with Section 2.3(b) of this Agreement.

“ Additional Securities ” means any additional REIT Shares (other than REIT Shares issued in connection with a redemption pursuant to Section 7.4 hereof) or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase REIT Shares, as set forth in Section 4.3(a)(ii) .

“ Adjustment Event ” shall have the meaning set forth in Section 4.3(d) hereof.

“ Advisor ” means Ashford Hospitality Advisors LLC, a Delaware limited liability company, in its capacity as advisor to the Partnership pursuant to the Advisory Agreement dated on or about the Effective Date by and between Ashford Hospitality Advisors LLC, the Company and the Partnership, as it may be amended, and any successor advisor to the Partnership.

“ Affiliate ” of another Person shall mean (a) any Person directly or indirectly owning, controlling or holding with power to vote ten percent (10%) or more of the outstanding voting securities of such other Person; (b) any Person ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by such other Person; (c) any Person directly or indirectly controlling, controlled by, or under common control with, such other Person; (d) any officer, director, member or partner of such other Person; and (e) if such other Person is an officer, director, member or partner in a company, the company for which such Person acts in any such capacity.

“ Agreed Value ” shall mean the fair market value of Contributed Property as agreed to by the contributing partner and the Partnership, using such reasonable method of valuation as they may adopt.

“ Agreement ” shall mean this Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Prime Limited Partnership, as amended from time to time.

“ AMEX ” shall mean the American Stock Exchange or any successor thereto.

2

“ Articles of Organization ” means the Certificate of Formation of the General Partner filed with the Secretary of State of the State of Delaware, as amended or restated from time to time.

“ Ashford Prime OP Limited Partner LLC ” means Ashford Prime OP Limited Partner LLC, a Delaware limited liability company.

“ Bankruptcy Code ” shall mean the United States Bankruptcy Code, as amended, 11 U.S.C. ss.ss. 101 ET SEQ., and as hereafter amended from time to time.

“ Business Day ” shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York, New York are authorized or required by law, regulation or executive order to close.

“ Capital Account ” shall mean, as to any Partner, the account established and maintained for such Partner pursuant to Section 5.3 hereof.

“ Capital Account Limitation ” shall have the meaning set forth in Section 7.7(b) hereof.

“ Capital Contribution ” shall mean the amount in cash or the Agreed Value of Contributed Property (net of liabilities secured by the contributed property that the Partnership is considered to assume or take subject to under Code Section 752) contributed by each Partner (or its original predecessor in interest) to the capital of the Partnership for its interest in the Partnership.

“ Carrying Value ” shall mean, with respect to any property, the adjusted basis of such property for federal income tax purposes as of the time of determination except as follows: (a) the initial Carrying Value of any property contributed by a Partner to the Partnership shall be its Agreed Value, (b) the Carrying Value of property distributed to a Partner shall the fair market value of such property, as determined by the General Partner, and (c) the Carrying Value of property shall be adjusted as provided by Exhibit B , items A.1., B.1(c), B.3., and B.4.

“ Cash Amount ” means an amount of cash per Common Partnership Unit equal to the Value on the Valuation Date of the REIT Common Shares Amount.

“ Cash Flow ” shall mean the excess of cash revenues actually received by the Partnership in respect of Partnership operations for any period, and the amount of any reduction in reserves of the Partnership, over Operating Expenses for such period. Cash Flow shall not include Disposition Proceeds.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended, and as hereafter amended from time to time. Reference to any particular provision of the Code shall mean that provision in the Code at the date hereof and any succeeding provision of the Code.

“ Commission ” shall mean the U.S. Securities and Exchange Commission.

3

“ Common Partnership Interest ” shall mean an ownership interest in the Partnership, other than a Preferred Partnership Interest, and includes any and all benefits to which the holder of such an ownership interest may be entitled as provided in this Agreement or the Act, together with all obligations of such Person to comply with the terms and provisions of this Agreement and the Act.

“ Common Partnership Unit ” shall mean a fractional, undivided share of the Common Partnership Interests of all Partners issued hereunder. At all times there shall be maintained an economic equivalency of Common Partnership Units and REIT Common Shares, except as otherwise provided herein.

“ Common Partnership Unit Distribution ” shall have the meaning set forth in Section 4.3(d) hereof.

“ Common Partnership Unit Distribution Period ” shall mean any quarter or shorter period with respect to which a distribution is to be made to the holders of the Common Partnership Units.

“ Common Partnership Unit Economic Balance ” shall have the meaning set forth in Section 5.5 hereof.

“ Common Percentage Interest ” shall mean the percentage ownership interest in the Common Partnership Units of each Partner, as determined by dividing the Common Partnership Units owned by a Partner by the total number of Common Partnership Units then outstanding, subject to Sections 4.3(d) and 4.3(e) which treat LTIP Units as Common Partnership Units for this purpose.

“ Company ” means Ashford Hospitality Prime, Inc., a Maryland corporation.

“ Constituent Person ” shall have the meaning set forth in Section 7.7(f) hereof.

“ Contributed Property ” shall mean a Partner’s interest in property or other consideration (excluding services and cash) contributed to the Partnership by such Partner.

“ Conversion Date ” shall have the meaning set forth in Section 7.7(b) hereof.

“ Conversion Factor ” shall mean 1.0; provided, however, that if the Company (i) declares or pays a dividend on its outstanding REIT Common Shares in REIT Common Shares or makes a distribution to all holders of its outstanding REIT Common Shares in REIT Common Shares, (ii) subdivides its outstanding REIT Common Shares, or (iii) combines its outstanding REIT Common Shares into a smaller number of REIT Common Shares, the Conversion Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the number of REIT Common Shares issued and outstanding on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of which shall be the actual number of REIT Common Shares (determined without the above assumption)

4

issued and outstanding on the record date for such dividend, distribution, subdivision or combination. Any adjustment to the Conversion Factor shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event; PROVIDED, HOWEVER, that if the General Partner receives a Notice of Redemption after the record date, but prior to the effective date of such dividend, distribution, subdivision or combination, the Conversion Factor shall be determined as if the General Partner had received the Notice of Redemption immediately prior to the record date for such dividend, distribution, subdivision or combination.

“ Conversion Notice ” shall have the meaning set forth in Section 7.7(b) hereof.

“ Conversion Right ” shall have the meaning set forth in Section 7.7(a) hereof.

“ Disposition Proceeds ” shall mean the excess of the proceeds received by the Partnership from the sale, exchange or other disposition of all or substantially all of the Partnership’s Property less any expenses incurred or paid by the Partnership in connection with such transaction.

“ Distribution Payment Date ” shall mean the dates upon which the General Partner makes distributions in accordance with Section 8.1 hereof.

“ Economic Capital Account Balance ” shall have the meaning set forth in Section 5.5 hereof.

“ Effective Date ” shall have the meaning set forth in the Recitals.

“ Event of Bankruptcy ” shall mean as to any Person the filing of a petition for relief as to such Person as debtor or bankrupt under the Bankruptcy Code or similar provision of law of any jurisdiction (except if such petition is contested by such Person and has been dismissed within ninety (90) days of the filing thereof); insolvency of such Person as finally determined by a court of competent jurisdiction; filing by such Person of a petition or application to accomplish the same or for the appointment of a receiver or a trustee for such Person or a substantial part of such Person’s assets; commencement of any proceedings relating to such Person as a debtor under any other reorganization, arrangement, insolvency, adjustment of debt or liquidation law of any jurisdiction, whether now in existence or hereinafter in effect, either by such Person or by another, but if such proceeding is commenced by another, only if such Person indicates his approval of such proceeding, or such proceeding is contested by such Person and has not been finally dismissed within ninety (90) days.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

“ Forced Conversion ” shall have the meaning set forth in Section 7.7(c) hereof.

“ Forced Conversion Notice ” shall have the meaning set forth in Section 7.7(c) hereof.

5

“ Full Distribution Amount ” shall have the meaning set forth in Section 8.1(a) hereof.

“ General Partner ” shall mean Ashford Prime OP General Partner LLC and any Person who becomes a substitute or additional General Partner as provided herein, and any of their successors as General Partner.

“ General Partnership Interest ” shall mean the ownership interest of a General Partner in the Partnership, provided that the General Partner shall have no interest in profits or losses of the Partnership with respect to its General Partnership Interest.

“ Government Obligations ” shall mean securities that are (i) direct obligations of the United States of America, for the payment of which its full faith and credit is pledged, or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, that are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust as custodian with respect to any such obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of the Government Obligation evidenced by such depository receipt.

“ Hotels ” means the hotel properties owned by the Partnership, directly or through any other entity, from time to time.

“ Indemnitee ” shall mean (i) any Person made a party to a proceeding by reason of his or her status as (A) the General Partner, (B) the Advisor, or (B) a director, officer, employee or agent of the Partnership, the General Partner or the Advisor, and (ii) such other Persons (including Affiliates of the General Partner, the Advisor or the Partnership) as the General Partner may designate from time to time (whether before or after the event giving rise to potential liability), in its sole and absolute discretion.

“ Ineligible Unit ” shall have the meaning set forth in Section 5.5 hereof.

“ Initial Contributed Assets ” shall mean that cash and those properties identified as Initial Contributed Assets on Exhibit A hereto.

“ IRS ” shall mean the Internal Revenue Service.

“ Limited Partner ” shall mean any Person named as a Limited Partner on Exhibit A attached hereto and any Person who becomes a Substitute Limited Partner pursuant to Section 9.6 hereof or an Additional Limited Partner pursuant to Section 2.3(b) hereof, in such Person’s capacity as a Limited Partner in the Partnership.

6

“ Limited Partnership Interest ” shall mean the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of the Act.

“ LTIP Unit ” shall mean a Partnership Unit that is designated as an LTIP Unit and which has the rights, preferences and other privileges designated in Sections 4.3(d) and 4.3(e) hereof and elsewhere in this Agreement in respect of LTIP Unitholders. The allocation of LTIP Units among the Partners shall be set forth on Exhibit A , as may be amended from time to time.

“ LTIP Unitholder ” shall mean a Partner that holds LTIP Units.

“ NASDAQ ” shall mean the NASDAQ Global Market or any successor thereto.

“ Newly Issued Common Partnership Unit ” shall mean with respect to any Common Partnership Unit Distribution Period, a Common Partnership Unit issued during such Common Partnership Unit Distribution Period, other than to Ashford Prime OP Limited Partner LLC and other than Common Partnership Units issued on the Effective Date.

“ Notice of Redemption ” shall mean the Notice of Exercise of Redemption Right substantially in the form attached as Exhibit C hereto.

“ NYSE ” shall mean the New York Stock Exchange or any successor thereto.

“ Operating Expenses ” shall mean (i) all administrative and operating costs and expenses incurred by the Partnership, (ii) those administrative costs and expenses of the General Partner, including any salaries or other payments to directors, officers or employees of the General Partner, and any accounting and legal expense of the General Partner, which expenses, the Partners have agreed, are expenses of the Partnership and not the General Partner, and (iii) to the extent not included in clause (ii) above, REIT Expenses; PROVIDED, HOWEVER, that Operating Expenses shall not include any administrative costs and expenses incurred by the General Partner that are attributable to Properties or partnership interests in a Subsidiary that are owned by the General Partner or the Company directly.

“ Original Limited Partner ” shall mean Ashford Prime OP Limited Partner LLC.

“ Partner ” shall mean the General Partner or any Limited Partner.

“ Partnership ” shall mean Ashford Hospitality Prime Limited Partnership, a Delaware limited partnership.

“ Partnership Interest ” shall mean an ownership interest in the Partnership and includes any and all benefits to which the holder of such an ownership interest may be

7

entitled as provided in this Agreement or the Act, together with all obligations of such Person to comply with the terms and provisions of this Agreement and the Act.

“ Partnership Record Date ” shall mean the record date established by the General Partner for the distribution of Cash Flow pursuant to Section 8.1 hereof, which record date, as to Common Partnership Units, shall be the corresponding record date established by the Company with respect to the REIT Common Shares and which record date, as to a series of Preferred Partnership Units, shall be the corresponding record date established by the Company with respect to the corresponding series of REIT Preferred Shares.

“ Partnership Unit ” shall mean a Common Partnership Unit, a Preferred Partnership Unit, an LTIP Unit, or any other fractional, undivided share of the Partnership Interests that the General Partner has authorized pursuant to this Agreement. The Partnership Units of the Partners shall be set forth on Exhibit A , as may be amended from time to time.

“ Person ” shall mean any individual, partnership, corporation, limited liability company, trust or other entity.

“ Plan ” shall mean each of the Ashford Hospitality Prime, Inc. 2013 Equity Incentive Plan and the Ashford Hospitality Prime, Inc. Advisor Equity Incentive Plan, each as amended and/or one or more successor or additional equity incentive plans or programs that the Company has adopted or may adopt, as amended (each individually and all of them collectively, as the context requires).

“ Preferred Partnership Interest ” shall mean an ownership interest in the Partnership evidenced by a designated series of Preferred Partnership Units, having a preference in payment of distributions or on liquidation as determined by the General Partner for such series of Preferred Partnership Units and as set forth in an amendment to this Agreement, and includes all benefits to which the holder of such an ownership interest may be entitled as provided in this Agreement or the Act, together with all obligations of such Person to comply with the terms and provisions of this Agreement and the Act.

“ Preferred Partnership Unit ” shall mean a fractional, undivided share of Preferred Partnership Interests of all Partners in the specified series issued hereunder.

“ Preferred Percentage Interest ” with respect to a series of Preferred Partnership Units, shall mean the percentage ownership interest in the Preferred Partnership Units of each Partner holding Preferred Partnership Units of such specified series, as determined by dividing the Preferred Partnership Units of such series owned by a Partner by the total number of Preferred Partnership Units of that series then outstanding.

“ Preferred Return ” shall mean any payment made or to be made on any Preferred Partnership Unit corresponding to any dividend paid or to be paid on the related series of preferred stock issued by the Company, in accordance with Section 4.3 hereof.

“ Prior Agreement ” has the meaning assigned to such term in the Recitals.

8

“ Property ” shall mean any hotel property or other investment in which the Partnership holds an ownership interest.

“ Redeeming Partner ” shall have the meaning provided in Section 7.4(a) hereof.

“ Redemption Right ” shall have the meaning provided in Section 7.4(a) hereof.

“ REIT ” shall mean a real estate investment trust under Sections 856 through 860, inclusive, of the Code.

“ REIT Common Share ” shall mean a share of the common stock of the Company.

“ REIT Common Shares Amount ” shall mean a whole number of REIT Common Shares equal to the product of the number of Common Partnership Units offered for redemption by a Redeeming Partner, multiplied by the Conversion Factor in effect on the Specified Redemption Date (rounded down to the nearest whole number if such product is not a whole number); provided, however, that if the Company at any time issues to all holders of REIT Common Shares rights, options, warrants or convertible or exchangeable securities entitling the stockholders to subscribe for or purchase REIT Common Shares, or any other securities or property (collectively, the “Rights”), which Rights have not expired pursuant to their terms, then the REIT Common Shares Amount thereafter shall also include such Rights that a holder of that number of REIT Common Shares would be entitled to receive.

“ REIT Expenses ” means (i) costs and expenses relating to the formation and continuity of existence of the Company and any Subsidiaries thereof (which Subsidiaries shall, for purposes hereof, be included within the definition of Company), including taxes, fees and assessments associated therewith, any and all costs, expenses or fees payable to any director, officer, or employee of the Company, (ii) costs and expenses relating to the public offering and registration of securities or private offering of securities by the Company and all statements, reports, fees and expenses incidental thereto, including underwriting discounts and selling commissions applicable to any such offering of securities, (iii) costs and expenses associated with the preparation and filing of any periodic reports by the Company under federal, state or local laws or regulations, including filings with the Commission, (iv) costs and expenses associated with compliance by the Company with laws, rules and regulations promulgated by any regulatory body, including the Commission, and (v) all other operating or administrative costs of the Company, including, without limitation, insurance premiums, and legal, accounting and directors’ fees, incurred in the ordinary course of its business on behalf of or in connection with the Partnership.

“ REIT Preferred Share ” shall mean a share of the preferred stock of the Company.

“ REIT Share ” shall mean a REIT Common Share or a REIT Preferred Share.

“ Safe Harbor ” means, the election described in the Safe Harbor Regulation, pursuant to which a partnership and all of its partners may elect to treat the fair market

9

value of a partnership interest that is transferred in connection with the performance of services as being equal to the liquidation value of that interest.

“ Safe Harbor Election ” means the election by a partnership and its partners to apply the Safe Harbor, as described in the Safe Harbor Regulation and Internal Revenue Service Notice 2005-43, issued on May 19, 2005.

“ Safe Harbor Regulation ” means Proposed Treasury Regulations Section 1.83-3(l) issued on May 19, 2005.

“ Special Partnership Interest ” shall mean a Common Partnership Interest, except that, notwithstanding anything to the contrary in Section 7.4 , the General Partner shall not have the right, directly or indirectly, to satisfy any Redemption Right exercised by a Limited Partner with respect to the Special Partnership Interest through the issuance of the REIT Common Shares Amount as set forth in Section 7.4(b) .

“ Special Partnership Unit ” shall mean a Common Partnership Unit, except that, notwithstanding anything to the contrary in Section 7.4 , the General Partner shall not have the right, directly or indirectly, to satisfy any Redemption Right exercised by a Limited Partner with respect to a Special Partnership Unit through the issuance of the REIT Common Shares Amount as set forth in Section 7.4(b) .

“ Specified Redemption Date ” shall mean, with respect to a given Partner and Notice of Redemption, the later of any date so specified in the Notice of Redemption and the third (3rd) Business Day after receipt by the General Partner of the Notice of Redemption, provided that no Specified Redemption Date may occur with respect to any Partnership Unit before one year after such Partnership Unit is issued by the Partnership.

“ Subsidiary ” shall mean, with respect to any Person, any corporation or other entity of which a majority of (i) the voting power of the voting equity securities, or (ii) the outstanding equity interests, are owned, directly or indirectly, by such Person.

“ Substitute General Partner ” has the meaning set forth in Section 9.2 .

“ Substitute Limited Partner ” shall mean any Person admitted to the Partnership as a Limited Partner pursuant to Section 9.6 hereof.

“ Surviving Partner ” has the meaning set forth in Section 9.1(c) hereof.

“ Target Balance ” shall have the meaning set forth in Section 5.5(a) hereof.

“ Transaction ” has the meaning set forth in Section 9.1(b) hereof.

“ Transfer ” has the meaning set forth in Section 9.5(a) hereof.

“ Treasury Regulations ” means the regulations promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Code.

10

“ Unit Transaction ” shall have the meaning set forth in Section 7.7(f) hereof.

“ Unvested Incentive Units ” shall have the meaning set forth in Section 4.3(e)(i) hereof.

“ Valuation Date ” shall mean the date of receipt by the General Partner of a Notice of Redemption or, if such date is not a Business Day, the first Business Day thereafter.

“ Value ” shall mean, with respect to a REIT Common Share, the average of the daily market price for the ten (10) consecutive trading days immediately preceding the Valuation Date. The market price for each such trading day shall be: (i) if the REIT Common Shares are listed or admitted to trading on any securities exchange or the NASDAQ National Market System, the closing price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices on such day; (ii) if the REIT Common Shares are not listed or admitted to trading on any securities exchange or the NASDAQ National Market System, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the General Partner; or (iii) if the REIT Common Shares are not listed or admitted to trading on any securities exchange or the NASDAQ National Market System and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten (10) days prior to the date in question) for which prices have been so reported; provided, however, that if there are no bid and asked prices reported during the ten (10) days prior to the date in question, the Value of the REIT Common Shares shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. If the REIT Common Shares Amount includes rights that a holder of REIT Common Shares would be entitled to receive, and the General Partner acting in good faith determines that the value of such rights is not reflected in the Value of the REIT Common Shares determined as aforesaid, then the Value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

“ Vested LTIP Units ” shall have the meaning set forth in Section 4.3(e)(i) hereof.

“ Vesting Agreement ” shall mean each or any, as the context implies, LTIP Unit Award Agreement entered into by a LTIP Unitholder upon acceptance of an award of LTIP Units under the Plan (as such agreement may be amended, modified or supplemented from time to time).

11

ARTICLE II

PARTNERSHIP CONTINUATION; ADMISSION OF LIMITED PARTNERS; NAME; PLACE OF BUSINESS AND REGISTERED AGENT

Section 2.1 CONTINUATION . The Partners hereby agree to continue the Partnership pursuant to the provisions of the Act and upon the terms and conditions set forth in this Agreement. Except as expressly provided herein, the rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

Section 2.2 CERTIFICATE OF LIMITED PARTNERSHIP; OTHER FILINGS . The General Partner shall prepare (or caused to be prepared), execute, acknowledge, record and file at the expense of the Partnership, a Certificate of Limited Partnership and all requisite fictitious name statements and notices in such places and jurisdictions as may be required by the Act or necessary to cause the Partnership to be treated as a limited partnership under, and otherwise to comply with, the laws of each state or other jurisdiction in which the Partnership conducts business.

Section 2.3 ADDITIONAL LIMITED PARTNERS . The General Partner shall in timely fashion amend this Agreement and, if required by the Act, the Certificate of Limited Partnership filed for record to reflect the admission pursuant to the terms of this Agreement of a Person as a Limited Partner.

Section 2.4 NAME, OFFICE AND REGISTERED AGENT . The name of the Partnership shall be Ashford Hospitality Prime Limited Partnership. The principal place of business of the Partnership shall be at 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254. The General Partner may at any time change the location of such office, provided the General Partner gives notice to the Partners of any such change. The name and address of the Partnership’s statutory agent for service of process on the Partnership in Texas is Ashford Prime OP General Partner LLC, 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254. The name and address of the Partnership’s statutory agent for service of process on the Partnership in Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

ARTICLE III

BUSINESS AND TERM OF PARTNERSHIP

Section 3.1 BUSINESS . The purpose and nature of the business of the Partnership is to conduct any business that may lawfully be conducted by a limited partnership organized pursuant to the Act; provided, however, that such business shall be limited to and conducted in such a manner as to permit the Company at all times to be qualified as a REIT under the Code, unless the board of directors of the Company determines to cease to qualify as a REIT. To consummate the foregoing and to carry out the obligations of the Partnership in connection therewith or incidental thereto, the General Partner shall have the authority, in accordance with and subject to the limitations set forth elsewhere in this Agreement, to make, enter into, perform and carry out any

12

arrangements, contracts or agreements of every kind for any lawful purpose, without limit as to amount or otherwise, with any corporation, association, partnership, limited liability company, firm, trustee, syndicate, individual or any political or governmental division, subdivision or agency, domestic or foreign, and generally to make and perform agreements and contracts of every kind and description and to do any and all things necessary or incidental to the foregoing for the protection and enhancement of the assets of the Partnership.

Section 3.2 TERM . The Partnership as herein constituted shall continue in perpetuity and shall have perpetual existence, unless earlier dissolved or terminated pursuant to law or the provisions of this Agreement.

ARTICLE IV

CAPITAL CONTRIBUTIONS

Section 4.1 GENERAL PARTNER . The General Partner has not contributed, and shall not be required to contribute, cash or other assets to the capital of the Partnership.

Section 4.2 LIMITED PARTNERS . The Limited Partners have contributed cash and their respective ownership interests in the Contributed Property to the Partnership as identified on Exhibit A attached hereto. The Agreed Values of the Limited Partners’ proportionate ownership interest in the Contributed Properties as of the date of contribution are set forth on Exhibit A attached hereto.

Section 4.3 ADDITIONAL CAPITAL CONTRIBUTIONS AND ISSUANCES OF ADDITIONAL PARTNERSHIP INTERESTS . Except as provided in this Section 4.3 or in Section 4.4 , the Partners shall have no preemptive or other right or obligation to make any additional Capital Contributions or loans to the Partnership. The General Partner or Ashford Prime OP Limited Partner LLC may contribute additional capital or property to the Partnership, from time to time, and receive additional Partnership Interests in respect thereof, in the manner contemplated in this Section 4.3 .

(a) ISSUANCES OF ADDITIONAL PARTNERSHIP INTERESTS.

(i) GENERAL. The General Partner is hereby authorized to cause the Partnership to issue such additional Partnership Interests in the form of Common Partnership Units and Preferred Partnership Units for any Partnership purpose at any time or from time to time, to the Partners or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole and absolute discretion, all without the approval of any of the Limited Partners. Any additional Partnership Interest issued thereby may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partnership Interests, all as shall be determined by the

13

General Partner in its sole and absolute discretion and without the approval of any Limited Partner, subject to Delaware law, and all as may be set forth in an Exhibit to this Agreement, each of which Exhibit shall be incorporated into and become part of this Agreement upon adoption by the General Partner, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each class or series of Partnership Interests upon dissolution and liquidation of the Partnership and (iv) the right to vote; PROVIDED, HOWEVER, that no additional Partnership Interests shall be issued to the General Partner or Ashford Prime OP Limited Partner LLC unless:

(ii) (1) (A) The additional Partnership Interests are issued in connection with an issuance of REIT Shares of or other interests in the Company, all such that the economic interests are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner or Ashford Prime OP Limited Partner LLC by the Partnership in accordance with this Section 4.3 and (B) the Company shall make, directly or through one or more Affiliates, a Capital Contribution to the Partnership in an amount equal to the proceeds raised or other property received by the Company, directly or through one or more Affiliates, in connection with the issuance of such stock or other interests in the Company, (2) the additional Partnership Interests are issued in exchange for property owned by the Company, the General Partner or Ashford Prime OP Limited Partner LLC, as the case may be, with a fair market value, as determined by the General Partner, in good faith, equal to the value of the Partnership Interests, or (3) the additional Partnership Interests are issued to all Partners in proportion to their respective Common Percentage Interests or Preferred Percentage Interests, as applicable.

Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Common Partnership Units or Preferred Partnership Units for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the best interests of the Company and the Partnership.

(b) UPON ISSUANCE OF ADDITIONAL SECURITIES. After the Effective Date, the Company shall not issue any additional REIT Shares (other than REIT Shares issued in connection with a redemption pursuant to Section 7.4 hereof) or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase REIT Shares (collectively, “ Additional Securities ”) other than to all holders of REIT Shares, unless (A) the General Partner shall cause the Partnership to issue to the Company or its Affiliates, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and

14

other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the Company contributes, directly or through one or more Affiliates, the proceeds or other property received from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities to the Partnership.

Without limiting the foregoing, the Company may issue Additional Securities for less than fair market value, and as a result the General Partner is expressly authorized to cause the Partnership to issue to the Company or its Affiliates corresponding Partnership Interests, so long as (x) the Company concludes in good faith that such issuance is in the best interests of the Company and the Partnership, and (y) the Company, directly or through one or more Affiliates, contributes all proceeds or other property received from such issuance to the Partnership. For example, if the Company issues REIT Common Shares for a cash purchase price and contributes, directly or through one or more Affiliates, all of the proceeds of such issuance to the Partnership as required hereunder, the Company or its Affiliates shall be issued a number of additional Common Partnership Units equal to the product of (A) the number of such REIT Common Shares issued by the Company, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

(c) CERTAIN DEEMED CONTRIBUTIONS OF PROCEEDS OF ISSUANCE OF REIT SHARES. In connection with any and all issuances of REIT Shares, the Company, directly or through one or more Affiliates, shall contribute all of the proceeds raised in connection with such issuance to the Partnership as Capital Contributions, PROVIDED THAT if the proceeds actually received and contributed by the Company or its Affiliates are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred in connection with such issuance, then the Company, directly or through one or more Affiliates, shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of the gross proceeds of such issuance and the Partnership shall be deemed simultaneously to have paid such offering expenses in connection with the required issuance of additional Partnership Units to the Company or its Affiliates for such Capital Contributions pursuant to Section 4.3(a) hereof. The provisions of this Section 4.3(c) shall also apply with respect to the cash contributed to the Company on the Effective Date with respect to the proceeds of 12,250,782 shares of common stock of Ashford Hospitality Trust, Inc. issued in June 2013 and July 2013 and the related offering expenses.

(d) LTIP UNITS. The General Partner may from time to time issue LTIP Units to Persons who provide services to the Partnership, for such consideration as the General Partner may determine to be appropriate, and admit such Persons as Limited Partners. The Capital Accounts of such LTIP Unitholders shall be credited with the amount of their respective Capital

15

Contributions pursuant to Section 5.3 . Except to the extent a Capital Contribution is made with respect to an LTIP Unit, an LTIP Unit is intended to qualify as a “profits interest” in the Partnership. Subject to the provisions of Sections 4.3(d) and 4.3(e) and the special provisions of Sections 5.5 , 7.7 and 7.8 , LTIP Units shall be treated as Common Partnership Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Common Percentage Interests, holders of LTIP Units shall be treated as Common Partnership Unitholders and LTIP Units shall be treated as Common Partnership Units. In particular, the Partnership shall comply with the following procedures:

(i) If an Adjustment Event (as defined below) occurs, then the General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Common Partnership Units and LTIP Units. The following shall be “ Adjustment Events ”: (A) the Partnership makes a distribution on all outstanding Common Partnership Units in Partnership Units, (B) the Partnership subdivides the outstanding Common Partnership Units into a greater number of units or combines the outstanding Common Partnership Units into a smaller number of units, or (C) the Partnership issues any Partnership Units in exchange for its outstanding Common Partnership Units by way of a reclassification or recapitalization of its Common Partnership Units. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Partnership Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Partnership Units to Ashford Prime OP Limited Partner LLC in respect of a capital contribution to the Partnership of proceeds from the sale of securities by the Company. If the Partnership takes an action affecting the Common Partnership Units other than actions specifically described above as “Adjustment Events” and in the opinion of the General Partner such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the General Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by the Plan, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the LTIP Units as herein provided the Partnership shall promptly file in the books and records of the Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after filing of such certificate, the Partnership shall mail a notice to each LTIP

16

Unitholder setting forth the adjustment to his or her LTIP Units and the effective date of such adjustment; and

(ii) Subject to the provisions of Section 10.4 , the LTIP Unitholders shall, in respect of each Distribution Payment Date, when, as and if authorized and declared by the General Partner out of assets legally available for that purpose, be entitled to receive distributions in an amount per LTIP Unit equal to the distributions per Common Partnership Unit (the “ Common Partnership Unit Distribution ”), paid to holders of record on the same Partnership Record Date established by the General Partner with respect to such Distribution Payment Date. The term “ Newly Issued Common Partnership Unit ” shall be deemed to include LTIP Units issued during a Common Partnership Unit Distribution Period and Section 8.1(a) shall apply in full to LTIP Units. During any Common Partnership Unit Distribution Period, so long as any LTIP Units are outstanding, except upon liquidation of the Partnership and as provided in the following sentence and Section 10.4 , no distributions (whether in cash or in kind) shall be authorized, declared or paid on Common Partnership Units, unless equal distributions have been or contemporaneously are authorized, declared and paid on the LTIP Units for such Common Partnership Unit Distribution Period.

The LTIP Units shall rank pari passu with the Common Partnership Units as to the payment of regular and special periodic or other distributions and distribution of assets upon liquidation, dissolution or winding up, provided upon liquidation the amount distributed with respect to a LTIP Unit shall be limited to the related Capital Account balance as provided by Section 10.4 . As to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up, any class or series of Partnership Units or Partnership Interests which by its terms specifies that it shall rank junior to, on a parity with, or senior to the Common Partnership Units shall also rank junior to, or pari passu with, or senior to, as the case may be, the LTIP Units. Subject to the terms of any Vesting Agreement, a LTIP Unitholder shall be entitled to transfer his or her LTIP Units to the same extent, and subject to the same restrictions as holders of Common Partnership Units are entitled to transfer their Common Partnership Units pursuant to Article IX .

(e) TERMS OF LTIP UNITS. LTIP Units shall be subject to the following special provisions:

(i) VESTING AGREEMENTS. LTIP Units may, in the sole discretion of the General Partner, be issued subject to vesting, forfeiture and additional restrictions on transfer pursuant to the terms of a Vesting Agreement. The terms of any Vesting Agreement may be modified by the General Partner from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant Vesting Agreement or by the Plan, if applicable. LTIP Units that have vested under the terms of

17

a Vesting Agreement are referred to as “ Vested LTIP Units ”; all other LTIP Units shall be treated as “ Unvested Incentive Units .”

(ii) FORFEITURE. Unless otherwise specified in the Vesting Agreement, upon the occurrence of any event specified in a Vesting Agreement as resulting in the right of the Partnership to repurchase LTIP Units at a specified purchase price or some other forfeiture of any LTIP Units, then if the Partnership exercises such right to repurchase or forfeiture in accordance with the applicable Vesting Agreement, then the relevant LTIP Units shall immediately, and without any further action, be treated as cancelled and no longer outstanding for any purpose. Unless otherwise specified in the Vesting Agreement, no consideration or other payment shall be due with respect to any LTIP Units that have been forfeited, other than any distributions declared with respect to a Partnership Record Date prior to the effective date of the forfeiture. In connection with any repurchase or forfeiture of LTIP Units, the balance of the portion of the Capital Account of the LTIP Unitholder that is attributable to all of his or her LTIP Units shall be reduced by the amount, if any, by which it exceeds the Target Balance contemplated by Section 5.5 , calculated with respect to the LTIP Unitholder’s remaining LTIP Units, if any, with such reduction being accomplished by an allocation of gross deductions or losses to the applicable LTIP Unitholder.

(iii) ALLOCATIONS. LTIP Units shall generally be treated as Common Partnership Units for purposes of Article V , but LTIP Unitholders shall also be entitled to certain special allocations of gain under Section 5.5 .

(iv) REDEMPTION. The Redemption Right provided to Limited Partners under Section 7.4 shall not apply with respect to LTIP Units unless and until they are converted to Common Partnership Units as provided in clause (vi) below and Section 7.7 .

(v) LEGEND. Any certificate evidencing an LTIP Unit shall bear an appropriate legend indicating that additional terms, conditions and restrictions on transfer, including without limitation any Vesting Agreement, apply to the LTIP Unit.

(vi) CONVERSION TO COMMON PARTNERSHIP UNITS. Vested LTIP Units are eligible to be converted into Common Partnership Units under Section 7.7 .

(vii) VOTING. LTIP Units shall have the voting rights provided in Section 7.8 .

(viii) ISSUANCE. An LTIP Unit shall be considered issued to an LTIP Unitholder upon the later to occur of: (i) execution of a

18

counterpart signature page to this Agreement, unless such Person is already a Limited Partner, (ii) execution by such LTIP Unitholder and the Partnership of a Vesting Agreement with respect to such LTIP Unit, if applicable, and (iii) payment to the Partnership of the Capital Contribution, if any, provided for in the related Vesting Agreement.

Section 4.4 ADDITIONAL FUNDING . If the General Partner determines that it is in the best interests of the Partnership to provide for additional Partnership funds (“ Additional Funds ”) for any Partnership purpose, the General Partner may (i) cause the Partnership to obtain such funds from outside borrowings, or (ii) elect to have the General Partner provide such Additional Funds to the Partnership through loans or otherwise.

Section 4.5 INTEREST . No interest shall be paid on the Capital Contribution of any Partner.

Section 4.6 RETURN OF CAPITAL . Except as expressly provided in this Agreement, no Partner shall be entitled to demand or receive the return of his Capital Contribution.

Section 4.7 PERCENTAGE INTEREST . If the number of outstanding Common Partnership Units increases or decreases during a taxable year, the General Partner shall adjust each holder of Common Partnership Units’ Percentage Interest, as reflected on Exhibit A , to a percentage equal to the number of Common Partnership Units held by such Partner divided by the aggregate number of outstanding Common Partnership Units.

ARTICLE V

PROFITS, LOSSES AND ACCOUNTING

Section 5.1 ALLOCATION OF PROFITS AND LOSSES . Except as otherwise provided herein or in Exhibit B , profits earned and losses incurred by the Partnership shall be allocated among the Partners as follows:

(a) Profits for each year shall be allocated among the Partners, and shall be credited to the respective Capital Accounts of the Partners, in the following order and priority:

(i) First, items of gross income to the holders of Preferred Partnership Units in the amount necessary so that the cumulative amount of gross income allocated to holders of Preferred Partnership Units pursuant to this Section 5.1(a)(i) is equal to the cumulative amount of distributions of Preferred Return (as defined, for each series of Preferred Partnership Units, in the exhibit to this Agreement setting forth the terms of such Preferred Partnership Units) distributed to holders of Preferred Partnership Units;

19

(ii) Second, to the Partners to the extent of losses, in the proportions and in the reverse order in which losses were allocated to them pursuant to Section 5.1(b) , until the cumulative amounts allocated to each Partner pursuant to this Section 5.1(a)(ii) are equal to the cumulative losses so allocated to such Partner;

(iii) Third, any remaining profits shall be allocated to the holders of Common Partnership Units in accordance with their Common Percentage Interests.

(b) Losses for each year shall be allocated among the Partners, and shall be debited to the respective Capital Accounts of the Partners, in the following order and priority:

(i) First, to the holders of Common Partnership Units pro rata in accordance with, and to the extent of, the positive balances in their Adjusted Capital Account Balances (as defined in Exhibit B hereto) attributable to Common Partnership Units;

(ii) Second, to the holders of Preferred Partnership Units pro rata in accordance with, and to the extent of, the positive balances in their Adjusted Capital Account Balances (as defined in Exhibit B hereto) attributable to Preferred Partnership Units; and

(iii) Thereafter any remaining losses will be allocated to the holders of Common Partnership Units in accordance with their Common Percentage Interests.

(c) If the Partnership issues additional Partnership Units pursuant to the provisions of this Agreement, the General Partner is hereby authorized to make revisions to this Section 5.1 as it determines are necessary or desirable to reflect the terms of the issuance of such additional Partnership Units, including, without limitation, making preferential allocations to certain classes of Partnership Units. For purposes of determining the income, gain, loss, deduction or any other items allocable to any period, income, gain, loss, deduction, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the General Partner using any permissible method under Code Section 706 and the Treasury Regulations thereunder.

(d) Notwithstanding the provisions of Section 5.1(a) and Section 5.1(b) , upon liquidation of the Partnership or upon redemption of any redeemable Preferred Partnership Units, items of gross income and/or items of deduction or loss shall be allocated to the holder of the Preferred Partnership Units and/or the Common Partnership Units, such that the Capital Accounts attributable to the Preferred Partnership Units equal, after all allocations of profit and loss are completed, the amount to be distributed to the Preferred Partnership Units.

Section 5.2 ACCOUNTING .

20

(a) The books of the Partnership shall be kept on the accrual basis and in accordance with generally accepted accounting principles consistently applied.

(b) The fiscal year of the Partnership shall be the calendar year.

(c) The terms “profits” and “losses,” as used herein, shall mean all items of income, gain, expense or loss as determined utilizing federal income tax accounting principles and shall also include each Partner’s share of income described in Section 705(a)(1)(B) of the Code, any expenditures described in Section 705(a)(2)(B) of the Code, any expenditures described in Section 709(a) of the Code which are not deducted or amortized in accordance with Section 709(b) of the Code, losses not deductible pursuant to Sections 267(a) and 707(b) of the Code and adjustments made pursuant to Exhibit B attached hereto.

(d) The General Partner shall be the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. As Tax Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the IRS, and all out-of-pocket expenses and fees incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall constitute Operating Expenses of the Partnership. If the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to each Limited Partner on the date such petition is filed, or (ii) mail a written notice to each Limited Partner, within such period, that describes the General Partner’s reasons for determining not to file such a petition.

(e) Except as specifically provided herein, all elections required or permitted to be made by the Partnership under the Code shall be made by the General Partner in its sole discretion.

(f) Any Partner shall have the right to a private audit of the books and records of the Partnership, provided such audit is made at the expense of the Partner desiring it, and it is made during normal business hours.

(g) The Partners agree that the Partnership shall be authorized and directed to make the Safe Harbor Election and the Partnership and each Partner (including any person to whom Partnership Interest is transferred in connection with the performance of services) agrees to comply with all requirements of the Safe Harbor with respect to all Partnership Interests transferred in connection with the performance of services while the Safe Harbor Election remains effective. The General Partner, as the Tax Matters Partner, shall be authorized to (and shall) prepare, execute, and file the Safe Harbor Election.

21

Section 5.3 PARTNERS’ CAPITAL ACCOUNTS .

(a) There shall be maintained a Capital Account for each Partner in accordance with this Section 5.3 and the principles set forth in Exhibit B attached hereto and made a part hereof. The amount of cash and the Agreed Value of property contributed to the Partnership by each Partner, net of liabilities assumed by the Partnership or securing property contributed by such Partner, shall be credited to its Capital Account, and from time to time, but not less often than annually, the share of each Partner in profits, losses and Carrying Value of distributions (net of liabilities secured by the distributed property that such Partner is considered to assume or take subject to) shall be credited or charged to its Capital Account. The determination of Partners’ Capital Accounts, and any adjustments thereto, shall be made consistent with tax accounting and other principles set forth in Section 704(b) of the Code and applicable Treasury Regulations thereunder and Exhibit B attached hereto.

(b) Except as otherwise specifically provided herein, in a deficit restoration obligation agreement or in a guarantee of a Partnership liability, signed by a Limited Partner, no Limited Partner shall be required to make any further contribution to the capital of the Partnership to restore a loss, to discharge any liability of the Partnership or for any other purpose, nor shall any Limited Partner personally be liable for any liabilities of the Partnership or of the General Partner except as provided by law or this Agreement. All Limited Partners hereby waive their right of contribution which they may have against other Partners in respect of any payments made by them under any guarantee of Partnership debt.

(c) Immediately following the transfer of any Partnership Interest, the Capital Account of the transferee Partner shall be equal to the Capital Account of the transferor Partner attributable to the transferred interest.

(d) For purposes of computing the amount of any item of income, gain, deduction or loss to be reflected in the Partners’ Capital Accounts, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for federal income tax purposes, taking into account any adjustments required pursuant to Section 704(b) of the Code and the applicable Treasury Regulations thereunder as more fully described in Exhibit B attached hereto.

(e) The provisions of the Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the General Partner shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Partnership, the General Partner, or the Limited Partners) are computed in order to comply with such Treasury Regulations, the General Partner may make such

22

modification, provided that it is not likely to have a material effect on the amounts distributable to any Person upon the dissolution of the Partnership. The General Partner also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(q) and (ii) make appropriate modifications if unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulations Section 1.704-1(b) or 1.704-2.

Section 5.4 SECTION 754 ELECTIONS . The General Partner shall elect, pursuant to Section 754 of the Code, to adjust the basis of the Partnership’s assets for (i) all transfers of Partnership Interests, and (ii) any distribution of Company property as described in Section 734 of the Code, if such election would benefit any Partner or the Partnership.

Section 5.5 SPECIAL ALLOCATION OF GAIN TO LTIP UNITHOLDERS . Notwithstanding the provisions of Section 5.1 above, but subject to the prior allocation of income, gain, deduction and loss under the terms of the Agreement in respect of any class of Partnership Interests ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, any net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value of Partnership assets under Section 704(b) of the Code, shall first be allocated to the LTIP Unitholders until the Economic Capital Account Balances of such Limited Partners, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Common Partnership Unit Economic Balance, multiplied by (ii) the number of their LTIP Units. For this purpose, the “ Economic Capital Account Balances ” of the LTIP Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Minimum Gain or Partnership Minimum Gain, in each case to the extent attributable to their ownership of LTIP Units. For clarification, each Limited Partner will have only one Capital Account as to all Partnership Interests it owns, but solely for determining the Economic Capital Account Balance of LTIP Units of an LTIP Unitholder its Capital Account will be separately computed for each group of LTIP Units having the same issue date. Similarly, the “ Common Partnership Unit Economic Balance ” shall mean (i) the Capital Account Balance of Ashford Prime OP Limited Partner LLC, plus the amount of Ashford Prime OP Limited Partner LLC’s share of any Partner Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to Ashford Prime OP Limited Partner LLC’s ownership of Common Partnership Units and computed on a hypothetical basis after taking into account all allocations under Article V through the date on which any allocation is made under this Section 5.5 , divided by (ii) the number of Ashford Prime OP Limited Partner LLC’s Partnership Common Partnership Units (with respect to each holder, the “ Target Balance ”). Any such allocations shall be made among the LTIP Unitholders in proportion to the amounts required to be allocated to each under this Section 5.5 , provided, however, that no amounts will be allocated with respect to any particular LTIP Unit (each, an “ Ineligible Unit ”) until all special allocations pursuant to Part A of

23

Exhibit B with respect to such LTIP Unit have been reversed to the extent required by paragraph 10 of Part A of Exhibit B . If, notwithstanding the foregoing, not all LTIP Units (including Ineligible Units) are fully booked up, an LTIP Unitholder may determine how net capital gains shall be allocated among such LTIP Unitholder’s LTIP Units (other than Ineligible Units); provided, however, if such LTIP Unitholder does not make such a determination, net capital gains shall generally be allocated so that the Economic Capital Account Balance of the maximum amount of Vested LTIP Units held by such LTIP Unitholder is equal to the Common Partnership Unit Economic Balance on a per LTIP Unit basis; provided, further, that such net capital gains may only be allocated to LTIP Units that are held by such LTIP Unitholder on the date of the allocation under this Section 5.5 . The parties agree that the intent of this Section 5.5 is to make the Capital Account balances of the LTIP Unitholders with respect to their LTIP Units economically equivalent to the Capital Account balance of Ashford Prime OP Limited Partner LLC (on a per-Partnership Unit basis) with respect to its Common Partnership Units.

ARTICLE VI

POWERS, DUTIES, LIABILITIES, COMPENSATION AND VOTING OF GENERAL PARTNER

Section 6.1 POWERS OF GENERAL PARTNER . Notwithstanding any provision of this Agreement to the contrary, the General Partner’s discretion and authority are subject to the limitations imposed by law, and by the General Partner’s Articles of Organization and operating agreement. Subject to the foregoing and to other limitations imposed by this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business and affairs of the Partnership and make all decisions affecting the business and assets of the Partnership. Without limiting the generality of the foregoing (but subject to the restrictions specifically contained in this Agreement), the General Partner shall have the power and authority to take the following actions on behalf of the Partnership:

(a) to acquire, purchase, own, manage, operate, lease and dispose of any real property and any other property or assets that the General Partner determines are necessary or appropriate or in the best interests of conducting the business of the Partnership in each case not inconsistent with the Company’s qualification as a REIT;

(b) to construct buildings and make other improvements (including renovations) on or to the properties owned or leased by the Partnership;

(c) to borrow money for the Partnership, issue evidences of indebtedness in connection therewith, refinance, guarantee, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of or to the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership’s assets;

24

(d) to pay, either directly or by reimbursement, for all Operating Expenses to third parties or to the General Partner (as set forth in this Agreement);

(e) to lease all or any portion of any of the Partnership’s assets, whether or not the terms of such leases extend beyond the termination date of the Partnership and whether or not any portion of the Partnership’s assets so leased are to be occupied by the lessee, or, in turn, subleased in whole or in part to others, for such consideration and on such terms as the General Partner may determine;

(f) to prosecute, defend, arbitrate, or compromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determine, and similarly to prosecute, settle or defend litigation with respect to the Partners, the Partnership, or the Partnership’s assets; provided, however, that the General Partner may not, without the consent of all of the Partners, confess a judgment against the Partnership;

(g) to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership’s assets or any other aspect of the Partnership business;

(h) to make or revoke any election permitted or required of the Partnership by any taxing authority;

(i) to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types as the General Partner shall determine from time to time;

(j) to determine whether or not to apply any insurance proceeds for any Property to the restoration of such Property or to distribute the same;

(k) to retain providers of services of any kind or nature in connection with the Partnership business and to pay therefor such reasonable remuneration as the General Partner may deem proper, including the Advisor;

(l) to negotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner, including, without limitation, management agreements, franchise agreements, agreements with federal, state or local liquor licensing agencies and agreements with operators of restaurants and bars;

(m) to maintain accurate accounting records and to file promptly all federal, state and local income tax returns on behalf of the Partnership;

25

(n) to form or acquire an interest in, and contribute property to, any further limited or general partnerships, joint ventures or other relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of property to, its Subsidiaries and any other Person in which it has an equity interest from time to time);

(o) to distribute Partnership cash or other Partnership assets in accordance with this Agreement;

(p) to establish Partnership reserves for working capital, capital expenditures, contingent liabilities or any other valid Partnership purpose;

(q) to authorize, issue, sell, redeem or otherwise purchase any Partnership Interests or any securities (including secured and unsecured debt obligations of the Partnership, debt obligations of the Partnership convertible into any class or series of Partnership Interests, or options, rights, warrants or appreciation rights relating to any Partnership Interests) of the Partnership;

(r) subject to the provisions of Section 9.1 , to merge, consolidate or combine the Partnership with or into another Person (to the extent permitted by applicable law);

(s) to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code;

(t) to issue additional Partnership Interests pursuant to Section 4.3 hereof;

(u) to pay cash to redeem Partnership Units held by a Limited Partner in connection with a Limited Partner’s exercise of its Redemption Right under Section 7.4 hereof;

(v) to amend and restate Exhibit A hereto to reflect accurately at all times the Capital Contributions, Common Percentage Interests and Preferred Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Partnership Units, the admission of any Additional Limited Partner or any Substitute Limited Partner or otherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment to this Agreement, as long as the matter or event being reflected in Exhibit A hereto otherwise is authorized by this Agreement;

(w) to take whatever action the General Partner deems appropriate to maintain the economic equivalency of Common Partnership Units and REIT Common Shares and Preferred Partnership Units and REIT Preferred Shares, respectively; and

26

(x) to take such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the Partnership (including, without limitation, all actions consistent with qualification of the Company as a REIT) and to possess and enjoy all of the rights and powers of a general partner as provided by the Act.

Each of the Limited Partners agrees that the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding any other provisions of this Agreement (except as provided in Section 6.1(r) , Section 9.1 or Article XI ), the Act or any applicable law, rule or regulation to the fullest extent permitted under the Act or other applicable law, rule or regulation. The execution, delivery or performance by the General Partner or the Partnership of any agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other persons under this Agreement or of any duty stated or implied by law or equity.

Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnership.

Section 6.2 DELEGATION OF AUTHORITY . The General Partner may delegate any or all of its powers, rights and obligations hereunder, and may appoint, employ, contract or otherwise deal with any Person for the transaction of the business of the Partnership, which Person may, under supervision of the General Partner, perform any acts or services for the Partnership as the General Partner may approve.

Section 6.3 DUTIES OF GENERAL PARTNER .

(a) The General Partner, subject to the limitations contained elsewhere in this Agreement, shall manage or cause to be managed the affairs of the Partnership in a prudent and businesslike manner and shall devote sufficient time and effort to the Partnership affairs.

(b) In carrying out its obligations, the General Partner shall:

(i) Render annual reports to all Partners with respect to the operations of the Partnership;

(ii) Mail to all persons who were Partners at any time during the Partnership’s prior fiscal year an annual report of the Partnership,

27

including all necessary tax information, and any other information regarding the Partnership and its operations during the prior fiscal year deemed by the General Partner to be material;

(iii) Maintain complete and accurate records of all business conducted by the Partnership and complete and accurate books of account (containing such information as shall be necessary to record allocations and distributions), and make such books of account available for inspection and audit by any Limited Partner (at the sole expense of such Limited Partner) to the extent provided in Section 7.1(b) ; and

(iv) Cause to be filed such certificates and do such other acts as may be required by law to qualify and maintain the Partnership as a limited partnership under the laws of the State of Delaware.

(c) The General Partner shall take such actions as it deems necessary to maintain the economic equivalency of Common Partnership Units and REIT Common Shares and Preferred Partnership Units and REIT Preferred Shares, respectively, required by this Agreement.

Section 6.4 LIABILITIES OF GENERAL PARTNER; INDEMNIFICATION .

(a) The General Partner shall not be liable for the return of all or any part of the Capital Contributions of the Limited Partners. Any returns shall be made solely from the assets of the Partnership according to the terms of this Agreement.

(b) Notwithstanding anything to the contrary set forth in this Agreement, none of the General Partner or the Company nor any of their officers, directors, agents or employees shall be liable or accountable in damages or otherwise to the Partnership, any Partners or any assignees, or any of their successors or assigns, for any losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or any act or omission if the General Partner acted in good faith. The General Partner shall not be responsible for any misconduct or negligence on the part on any agent appointed by it in good faith pursuant to Section 6.2 hereof. The Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership, the General Partner, the General Partner’s members and the Company’s stockholders collectively, and that the General Partner is under no obligation to consider the separate interests of the Limited Partners (including, without limitation, the tax consequences to Limited Partners or their assignees) in deciding whether to cause the Partnership to take (or decline to take) any actions. In the event of a conflict between the interests of the members of the General Partner or stockholders of the Company on one hand and the Limited Partners on the other, the General Partner shall endeavor in good faith to resolve the conflict in a manner not adverse to either the stockholders of the Company or the Limited Partners; provided, however, that for so long as the Company owns a controlling

28

interest, directly or indirectly, in the Partnership, any such conflict that cannot be resolved in a manner not adverse to either the stockholders of the Company or the Limited Partners shall be resolved in favor of the stockholders of the Company. The General Partner shall not be liable for monetary damages for losses sustained, liabilities incurred, or benefits not derived by Limited Partners in connection with such decisions, provided that the General Partner has acted in good faith.

(c) The Partnership shall indemnify an Indemnitee to the fullest extent permitted by law and save and hold it harmless from and against, and in respect of, any and all losses, claims, damages, liabilities (joint or several), expenses (including legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise; provided, however, that this indemnification shall not apply if: (A) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (B) the Indemnitee actually received an improper personal benefit in money, property or services; or (C) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 6.4(c) . The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the Indemnitee acted in a manner contrary to that specified in this Section 6.4(c) . Any indemnification pursuant to this Section 6.4 shall be made only out of the assets of the Partnership, and any insurance proceeds from the liability policy covering the General Partner and any Indemnitee.

(d) The Partnership may reimburse an Indemnitee for reasonable expenses incurred by an Indemnitee who is a party to a proceeding in advance of the final disposition of the proceeding upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Partnership as authorized in this Section 6.4 has been met, and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met.

(e) The indemnification provided by this Section 6.4 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity.

29

(f) The Partnership may purchase and maintain insurance on behalf of the Indemnitees, and such other Persons as the General Partner shall determine, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g) For purposes of this Section 6.4 , the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by the Indemnitee of its duties to the Partnership also imposes duties on, or otherwise involves services by, the Indemnitee to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 6.4 ; and actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by the Indemnitee to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership.

(h) In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i) An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.4 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j) Any amendment, modification or repeal of this Section 6.4 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the General Partner’s liability to the Partnership and the Limited Partners under this Section 6.4 as in effect immediately prior to such amendment, modification or repeal with respect to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when claims relating to such matters may arise or be asserted. The provisions of this Section 6.4 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

(k) Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the Company to continue to qualify as a REIT, or (ii) to prevent the Company from incurring any taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners. Further, any provision of this Agreement that might jeopardize the Company’s REIT status shall be (i) void

30

and of no effect, or (ii) reformed, as necessary, to avoid the Company’s loss of REIT status.

Section 6.5 COMPENSATION OF GENERAL PARTNER; REIMBURSEMENT . The General Partner, as such, shall not receive any compensation for services rendered to the Partnership. Notwithstanding the preceding sentence, the General Partner shall be entitled, in accordance with the provisions of Section 6.7 below, to pay reasonable compensation to its Affiliates and other entities in which it may be associated for services performed. The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all REIT Expenses.

Section 6.6 RELIANCE ON ACT OF GENERAL PARTNER . No financial institution or any other person, firm or corporation dealing with the General Partner or the Partnership shall be required to ascertain whether the General Partner is acting in accordance with this Agreement, but such financial institution or such other person, firm or corporation shall be protected in relying solely upon the assurance of and the execution of any instrument or instruments by the General Partner.

Section 6.7 OUTSIDE SERVICES; DEALINGS WITH AFFILIATES; OUTSIDE ACTIVITIES .

(a) Notwithstanding any provision of this Article VI to the contrary, the General Partner may employ such agents, accountants, attorneys and others as it shall deem advisable, including its directors, officers, members, and its Affiliates and entities with which the General Partner, any Limited Partner or their respective Affiliates may be associated, the Company’s directors, officers and stockholders, and may pay them reasonable compensation from Partnership funds for services performed, which compensation shall be reasonably believed by the General Partner to be comparable to and competitive with fees charged by unrelated Persons who render comparable services which could reasonably be made available to the Partnership. The General Partner shall not be liable for the neglect, omission or wrongdoing of any such Person so long as it appointed such Person in good faith.

(b) The Partnership may lend or contribute to its Subsidiaries or other Persons in which it has an equity investment Partnership funds on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.

(c) The Partnership may transfer assets to joint ventures, other partnerships, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions as are consistent with this Agreement and applicable law.

31

(d) Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates nor any Limited Partner shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are on terms that are fair and reasonable to the Partnership.

(e) Subject to the Articles of Organization and any agreements entered into by the General Partner or its Affiliates with the Partnership or a Subsidiary, any officer, director, employee, agent, trustee, Affiliate or member of the General Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities substantially similar or identical to those of the Partnership. Neither the Partnership nor any of the Limited Partners shall have any rights by virtue of this Agreement in any business ventures of such person.

(f) If the Company exercises its rights under its Articles of Incorporation to redeem REIT Common Shares, then the General Partner shall cause the Partnership to purchase from the Company a number of Common Partnership Units determined based on the application of the Conversion Factor on the same terms as those on which the Company redeemed such REIT Common Shares.

Section 6.8 ADDITIONAL LOANS TO THE PARTNERSHIP . If additional funds are required by the Partnership for any purpose relating to the business of the Partnership or for any of its obligations, expenses, costs, or expenditures, including operating deficits, the Partnership may borrow such funds as are needed from time to time from any Person (including, without limitation, the General Partner or any Affiliate of the General Partner; provided, however, that the terms of any loan from the General Partner or any Affiliate of the General Partner shall be substantially equivalent to the terms that could be obtained from a third party on an arm’s-length basis) on such terms as the General Partner and such other Person may agree.

Section 6.9 CONTRIBUTION OF ASSETS . The Company, directly or through one or more of its Affiliates, shall contribute to the capital of the Partnership from time to time each asset it owns from time to time during the existence of the Partnership, but it is not required to so contribute:

(a) its interests in the General Partner or Ashford Prime OP Limited Partner LLC;

(b) its direct or indirect interest in any entity in a chain of entities of which the Company is the sole beneficial owner, so long as all of the assets or other ownership interests in the entity in that chain furthest removed from the General Partner are contributed directly or indirectly to the Partnership; or

(c) any equity interest in any entity of which the Company is the sole beneficial owner that is created or used solely by the General Partner in

32

connection with any borrowing transaction in whole or in part for the benefit of the Partnership.

ARTICLE VII

RIGHTS, PROHIBITIONS AND REPRESENTATIONS WITH RESPECT TO LIMITED PARTNERS

Section 7.1 RIGHTS OF LIMITED PARTNERS .

(a) The Partnership may engage the Limited Partners or persons or firms associated with them for specific purposes and may otherwise deal with such Partners on terms and for compensation to be agreed upon by any such Partner and the Partnership; provided, however, that no Limited Partner shall be entitled to participate in the management or control of the business of the Partnership.

(b) Each Limited Partner shall be entitled to have the Partnership books kept at the principal place of business of the Partnership and at all times, during reasonable business hours and at such Limited Partner’s sole expense, upon written demand shall be entitled to inspect and copy any of them for any purpose reasonably related to the Limited Partner’s interest as a Limited Partner and demand in writing true and full information of all things affecting the Partnership and a formal accounting of Partnership affairs whenever circumstances render it just and reasonable and reasonably related to the Limited Partner’s interest as a Limited Partner; provided, however, that any such demand shall state the purpose of such demand and provided further for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, the General Partner may keep confidential from the Limited Partners any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interest of the Partnership or could damage the Partnership or its business or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential; provided, further, that as long as Ashford Hospitality Limited Partnership is a Partner in the Partnership, the Partnership and the General Partner shall timely provide such information as Ashford Hospitality Limited Partnership reasonably requests such that Ashford Hospitality Trust, Inc. may determine that it qualifies as a REIT for purposes of the Code, may prepare all of its tax returns and prepare its financial statements and filings with the applicable government authorities.

(c) No Limited Partner shall be liable for any debts, liabilities, contracts or obligations of the Partnership. A Limited Partner shall be liable to the Partnership only to make payments of its Capital Contribution, if any, as and when due hereunder. After its Capital Contribution is fully paid, no Limited Partner shall, except as otherwise required by the Act, be required to make any further Capital Contributions or other payments or lend any funds to the Partnership.

33

Section 7.2 PROHIBITIONS WITH RESPECT TO THE LIMITED PARTNERS . No Limited Partner shall have the right:

(a) To take part in the control or management of the Partnership business, to transact business for or on behalf of the Partnership or to sign for or to bind the Partnership, such powers being vested solely in the General Partner as set forth herein;

(b) To have such Partner’s Capital Contributions repaid except to the extent provided in this Agreement;

(c) To require partition of Partnership property or to compel any sale or appraisement of Partnership assets or sale of a deceased Partner’s interests therein, notwithstanding any provisions of law to the contrary; or

(d) To sell or assign all or any portion of such Partner’s Limited Partnership Interest in the Partnership or to constitute the vendee or assignee thereunder a Substitute Limited Partner, except as provided in Article IX hereof.

Section 7.3 OWNERSHIP BY LIMITED PARTNER OF CORPORATE GENERAL PARTNER OR AFFILIATE . No Limited Partner shall at any time, either directly or indirectly, own any shares or other interest in the General Partner or in any Affiliate thereof if such ownership by itself or in conjunction with other shares or other interests owned by other Limited Partners would, in the opinion of counsel for the Partnership, jeopardize the classification of the Partnership as a partnership or the Company as a REIT for federal income tax purposes. The General Partner shall be entitled to make such reasonable inquiry of the Limited Partners as is required to establish compliance by the Limited Partners with the provisions of this Section 7.3 and the Limited Partners shall promptly and fully respond to such inquiries.

Section 7.4 REDEMPTION RIGHT .

(a) Subject to Section 7.4(b) and Section 7.4(c) , and the provisions of any agreements between the Partnership and one or more Limited Partners, each Limited Partner, other than Ashford Prime OP Limited Partner LLC, shall have the right (the “ Redemption Right ”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Common Partnership Units held by such Limited Partner (the “ Redeeming Partner ”) at a redemption price per Common Partnership Unit equal to and in the form of the Cash Amount to be paid by the Partnership on the Specified Redemption Date. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the Redeeming Partner. A Limited Partner may not exercise the Redemption Right for less than one thousand (1,000) Common Partnership Units or, if such Limited Partner holds less than one thousand (1,000) Common Partnership Units, all of the Common Partnership Units held by such Partner. Neither the Redeeming Partner nor any permitted or purported assignee of any Limited Partner shall have any right, with respect to

34

any Common Partnership Units so redeemed, to receive any distributions paid after the Specified Redemption Date. Each Redeeming Partner agrees to provide such representations and related indemnities regarding good and unencumbered title, and to execute such documents, as the General Partner may reasonably require in connection with any redemption.

(b) Notwithstanding the provisions of Section 7.4(a) , if a Limited Partner elects to exercise the Redemption Right, the General Partner at the direction of the Company, directly or indirectly through one or more Affiliates, may, in its sole and absolute discretion, elect to assume directly and satisfy a Redemption Right by paying to the Redeeming Partner either (i) the Cash Amount, as provided for in Section 7.4(a) , or (ii) the REIT Common Shares Amount, as elected by the General Partner, as directed by the Company (in its sole and absolute discretion), on the Specified Redemption Date, provided that if the General Partner has not affirmatively notified the Redeeming Partner on or before one Business Day before the Specified Redemption Date that either the Partnership, the General Partner or its Affiliates will pay the Cash Amount then the General Partner shall be deemed to have elected, directly or through one or more Affiliates, to pay the REIT Common Shares Amount to the Redeeming Partner on the Specified Redemption Date, and the Company agrees that it will provide such REIT Common Shares on the Specified Redemption Date, subject to the other provisions of this Section 7.4 . On any such election of the General Partner to assume and satisfy a Redemption Right, the Company, directly or indirectly through one or more Affiliates, shall acquire the Common Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Partnership Units. Unless the General Partner, as directed by the Company (in its sole and absolute discretion), shall exercise its right to assume and satisfy the Redemption Right, or unless the General Partner has been deemed to assume the Redemption Right as provided in this Section 7.4(b) , neither the General Partner nor the Company itself shall have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s exercise of the Redemption Right. If the General Partner, as directed by the Company, shall exercise its right, or shall be deemed to have elected, to satisfy the Redemption Right in the manner described in the first sentence of this Section 7.4(b) , except as provided in the following paragraph, the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of the Redemption Right, and each of the Redeeming Partner, the Partnership, and the Company shall treat the transaction between the Company and the Redeeming Partner for federal income tax purposes as a sale of the Redeeming Partner’s Common Partnership Units to the Company or its Affiliates; provided that if the Redeeming Partner is redeeming all of its Common Partnership Units, the Partnership shall redeem any fractional Common Partnership Unit (constituting less than one Common Partnership Unit owned by the Redeeming Partner by paying the Cash Amount with respect to such fractional Common Partnership Unit to such Redeeming Partner. Each Redeeming Partner agrees to provide such representations and related indemnities regarding good title, and to execute such

35

documents, as the Company may reasonably require in connection with the issuance of REIT Common Shares upon exercise of the Redemption Right. If the Redemption Right is satisfied by the delivery of REIT Common Shares, the Redeeming Partner shall be deemed to become a holder of REIT Common Shares as of the close of business on the Specified Redemption Date or on such later date permitted by this Section 7.4(b) that the Company delivers REIT Common Shares, as the case may be.

Notwithstanding anything to the contrary in Section 7.4(a) or this Section 7.4(b) , and in addition to the right of the Company to deliver REIT Common Shares in satisfaction of the Redemption Right, as provided above, should the General Partner, as directed by the Company elect, or be deemed to elect, to satisfy a Redemption Right by paying the Redeeming Partner the REIT Common Shares Amount, and it is necessary to obtain Company stockholder approval in order for it to issue sufficient REIT Common Shares to satisfy such Redemption Right in full, then the Company shall have one hundred twenty (120) days beyond the Specified Redemption Date in which to obtain such stockholder approval and to pay the REIT Common Shares Amount, and the redemption date shall be required to occur by ten (10) days after stockholder approval of the issuance of the REIT Common Shares has been obtained, if it is obtained. If such stockholder approval is not obtained within one hundred and thirty (130) days after such Common Partnership Units are presented for redemption or the stockholders have voted against the issuance of the REIT Common Shares, the Partnership shall pay to the Redeeming Partner the Cash Amount no later than the earlier of (i) ten (10) days after stockholders have voted against the issuance of the REIT Common Shares, or (ii) one hundred and thirty (130) days after such Common Partnership Units are presented for redemption, together with interest on such Cash Amount at the rate equal to the lesser of (i) the Company’s annual dividend rate on REIT Common Shares for the twelve (12) month period prior to the Valuation Date and based upon the Cash Amount for Common Partnership Units redeemed, or (ii) eight percent (8%).

(c) Notwithstanding the provisions of Section 7.4(a) and Section 7.4(b) , a Limited Partner shall not be entitled to receive REIT Common Shares if the delivery of REIT Common Shares to such Partner on the Specified Redemption Date (or such later date permitted by Section 7.4(b) , as applicable) by the Company pursuant to Section 7.4(b) would be prohibited under the Articles of Incorporation of the Company, as amended or restated from time to time. Without limiting the effect of the preceding sentence, no Person shall be permitted to receive REIT Common Shares if as a result of, and after giving effect to, such exercise any Person would Beneficially Own (as defined in the Articles of Incorporation of the Company, as amended or restated from time to time) more than 9.8% of the total number of issued and outstanding REIT Common Shares, unless waived by the board of directors of the Company in its sole discretion. To the extent any attempted redemption for REIT Common Shares would be a violation of this Section 7.4(c) , it shall be null and void ab initio. The Cash

36

Amount shall be paid in such instances, in accordance with the terms set forth in Section 7.4(a) or Section 7.4(b) .

(d) Each Limited Partner covenants and agrees with the General Partner that all Common Partnership Units delivered for redemption shall be delivered to the Partnership, the Company or its Affiliates, as the case may be, free and clear of all liens and, notwithstanding anything herein contained to the contrary, neither the General Partner, the Company (nor any of its Affiliates) nor the Partnership shall be under any obligation to acquire Common Partnership Units which are or may be subject to any liens. Each Limited Partner further agrees that, if any state or local property transfer tax is payable as a result of the transfer of its Common Partnership Units to the General Partner, Partnership or the Company, such Limited Partner shall assume and pay such transfer tax.

(e) REIT Common Shares issued pursuant to Section 7.4(b) may contain such legends regarding restrictions on transfer as the Company in good faith determines to be necessary or advisable in order to (1) comply with restrictions on transfer under the Securities Act and applicable state securities laws and (2) protect the ability of the Company to continue to qualify as a REIT.

Section 7.5 BASIS ANALYSIS . Upon the request of any Limited Partner but subject to the General Partner’s agreement, which may be withheld in the General Partner’s sole discretion, the General Partner may, prior to the end of each calendar year, beginning in 2013, cause accountants to prepare and provide to the Limited Partners a study analyzing each refinancing, reduction (other than scheduled periodic amortization of principal) of debt or other event that occurred during that year that reduced the amount of any nonrecourse liabilities of the Partnership that a Limited Partner may include in the tax basis of its Partnership Interests.

Section 7.6 LIMITED PARTNER GUARANTEES . Upon the request of the General Partner, or upon a Limited Partner’s own election but subject to the General Partner’s agreement, which may be withheld in the General Partner’s sole discretion, a Limited Partner (the “ Initiating Limited Partner ”) from time to time, may, but shall not be required to, guarantee or otherwise provide credit support for Partnership indebtedness or a deficit restoration obligation as such Limited Partner may elect; provided, however, that the Limited Partner shall be entitled to take such action only if the General Partner determines that any such action would not have a material adverse effect on the tax position of the General Partner. All Partners are entitled to notice of any such guarantee or credit support, and shall have the right to provide guarantees or credit support on the same terms and conditions as the Initiating Limited Partner does, and all Limited Partners interested in providing such guarantee or credit support shall cooperate with the General Partner and each other in considering any guarantee or credit support proposal, and the General Partner will cooperate in permitting or obtaining any consents for such guarantees or credit support.

37

Section 7.7 CONVERSION OF LTIP UNITS .

(a) An LTIP Unitholder shall have the right (the “ Conversion Right ”), at his or her option, at any time to convert all or a portion of his or her Vested LTIP Units into Common Partnership Units; provided, however, that a holder may not exercise the Conversion Right for less than one thousand (1,000) Vested LTIP Units or, if such holder holds less than one thousand Vested LTIP Units, all of the Vested LTIP Units held by such holder. LTIP Unitholders shall not have the right to convert Unvested Incentive Units into Common Partnership Units until they become Vested LTIP Units; provided, however, that when a LTIP Unitholder is notified of the expected occurrence of an event that will cause his or her Unvested Incentive Units to become Vested LTIP Units, such LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting and such Conversion Notice, unless subsequently revoked by the LTIP Unitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Common Partnership Units. In all cases, the conversion of any LTIP Units into Common Partnership Units shall be subject to the conditions and procedures set forth in this Section 7.7 .

(b) A holder of Vested LTIP Units may convert such LTIP Units into an equal number of fully paid and non-assessable Common Partnership Units, giving effect to all adjustments (if any) made pursuant to Sections 4.3(d) , 4.3(e) and 5.5 . Notwithstanding the foregoing, in no event may a holder of Vested LTIP Units convert a number of Vested LTIP Units that exceeds (x) the Economic Capital Account Balance of such LTIP Unitholder, to the extent attributable to its ownership of LTIP Units, divided by (y) the Common Partnership Unit Economic Balance, in each case as determined as of the effective date of conversion (the “ Capital Account Limitation ”).

In order to exercise his or her Conversion Right, a LTIP Unitholder shall deliver a notice (a “ Conversion Notice ”) in the form attached as Exhibit D (with a copy to the General Partner) not less than 3 Business Days nor more than 10 Business Days prior to a date for conversion (the “ Conversion Date ”) specified in such Conversion Notice; provided, however, that if the General Partner has not given to the LTIP Unitholders notice of a proposed or upcoming Unit Transaction (as defined below) at least thirty (30) days prior to the effective date of such Unit Transaction, then LTIP Unitholders shall have the right to deliver a Conversion Notice until the earlier of (x) the tenth (10th) day after such notice from the General Partner of a Unit Transaction or (y) the third Business Day immediately preceding the effective date of such Unit Transaction. A Conversion Notice shall be provided in the manner provided in Section 14.5 . Each LTIP Unitholder covenants and agrees with the Partnership that all Vested LTIP Units to be converted pursuant to this Section 7.7 shall be free and clear of all liens. Notwithstanding anything herein to the contrary, a holder of LTIP Units may deliver a Redemption Notice pursuant to Section 7.4 relating to those Common

38

Partnership Units that will be issued to such holder upon conversion of such LTIP Units into Common Partnership Units in advance of the Conversion Date; provided, however, that the redemption of such Common Partnership Units by the Partnership shall in no event take place until on or after the Conversion Date. For clarity, it is noted that the objective of this paragraph is to put a LTIP Unitholder in a position where, if he or she so wishes, the Common Partnership Units into which his or her Vested LTIP Units will be converted can be redeemed by the Partnership simultaneously with such conversion, with the further consequence that, if the General Partner elects to assume the Partnership’s redemption obligation with respect to such Common Partnership Units under Section 7.4(b) by delivering to such holder REIT Common Shares rather than cash, then such holder can have such REIT Common Shares issued to him or her simultaneously with the conversion of his or her Vested LTIP Units into Common Partnership Units. The General Partner shall cooperate with a LTIP Unitholder to coordinate the timing of the different events described in the foregoing sentence.

(c) The Partnership, at any time at the election of the General Partner, may cause any number of Vested LTIP Units held by a LTIP Unitholder to be converted (a “ Forced Conversion ”) into an equal number of Common Partnership Units, giving effect to all adjustments (if any) made pursuant to Sections 4.3(d) , 4.3(e) and 5.5 ; provided, however, that the Partnership may not cause a Forced Conversion of any LTIP Units that would not at the time be eligible for conversion at the option of such LTIP Unitholder pursuant to Section 7.7(b) . In order to exercise its right of Forced Conversion, the Partnership shall deliver a notice (a “ Forced Conversion Notice ”) in the form attached as Exhibit E to the applicable LTIP Unitholder not less than 10 nor more than 60 days prior to the Conversion Date specified in such Forced Conversion Notice. A Forced Conversion Notice shall be provided in the manner provided in Section 14.5 .

(d) A conversion of Vested LTIP Units for which the holder thereof has given a Conversion Notice or the Partnership has given a Forced Conversion Notice shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such LTIP Unitholder, as of which time such LTIP Unitholder shall be credited on the books and records of the Partnership with the issuance as of the opening of business on the next day of the number of Common Partnership Units issuable upon such conversion. After the conversion of LTIP Units as aforesaid, the Partnership shall deliver to such LTIP Unitholder, upon his or her written request, a certificate of the General Partner certifying the number of Common Partnership Units and remaining LTIP Units, if any, held by such person immediately after such conversion. The assignee of any Limited Partner pursuant to Article IX hereof may exercise the rights of such Limited Partner pursuant to this Section 7.7 and such Limited Partner shall be bound by the exercise of such rights by the assignee.

(e) For purposes of making future allocations under Section 5.5 and applying the Capital Account Limitation, the portion of the Economic Capital Account Balance of the applicable LTIP Unitholder that is treated as attributable

39

to his or her LTIP Units shall be reduced, as of the date of conversion, by the product of the number of LTIP Units converted and the Common Partnership Unit Economic Balance.

(f) If the Partnership, the General Partner or the Company shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self tender offer for all or substantially all Common Partnership Units or other business combination or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any transaction which constitutes an Adjustment Event) in each case as a result of which Common Partnership Units shall be exchanged for or converted into the right, or the holders of such Partnership Units shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (each of the foregoing being referred to herein as a “ Unit Transaction ”), then the General Partner may, immediately prior to the Unit Transaction, exercise its right to cause a Forced Conversion with respect to the maximum number of LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Unit Transaction or that would occur in connection with the Unit Transaction if the assets of the Partnership were sold at the Unit Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the Partnership Units in the context of the Unit Transaction (in which case the Conversion Date shall be the effective date of the Unit Transaction).

In anticipation of such Forced Conversion and the consummation of the Unit Transaction, the Partnership shall use commercially reasonable efforts to cause each LTIP Unitholder to be afforded the right to receive in connection with such Unit Transaction in consideration for the Common Partnership Units into which his or her LTIP Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Unit Transaction by a holder of the same number of Common Partnership Units, assuming such holder of Common Partnership Units is not a Person with which the Partnership consolidated or into which the Partnership merged or which merged into the Partnership or to which such sale or transfer was made, as the case may be (a “ Constituent Person ”), or an Affiliate of a Constituent Person. If holders of Common Partnership Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Unit Transaction, prior to such Unit Transaction the General Partner shall give written notice to each LTIP Unitholder of such election, and shall use commercially reasonable efforts to afford the LTIP Unitholders the right to elect, by written notice to the General Partner, the form or type of consideration to be received upon conversion of each LTIP Unit held by such holder into Common Partnership Units in connection with such Unit Transaction. If a LTIP Unitholder fails to make such an election, such holder (and any of its transferees) shall receive upon conversion of each LTIP Unit held him or her (or by any of his or her transferees) the same kind and amount of consideration that a holder of a Common Partnership Unit would receive if such Common Partnership Unit holder failed to make such an election.

40

Subject to the rights of the Partnership, the General Partner and the Company, under any Vesting Agreement and the Plan, the Partnership shall use commercially reasonable effort to cause the terms of any Unit Transaction to be consistent with the provisions of this Section 7.7(f) and to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any LTIP Unitholders whose LTIP Units will not be converted into Common Partnership Units in connection with the Unit Transaction that will (i) contain provisions enabling the holders of LTIP Units that remain outstanding after such Unit Transaction to convert their LTIP Units into securities as comparable as reasonably possible under the circumstances to the Common Partnership Units and (ii) preserve as far as reasonably possible under the circumstances the distribution, special allocation, conversion, and other rights set forth in this Agreement for the benefit of the LTIP Unitholders.

Section 7.8 VOTING RIGHTS OF LTIP UNITS . LTIP Unitholders shall (a) have those voting rights required from time to time by applicable law, if any, (b) have the same voting rights as a holder of Common Partnership Units, with the LTIP Units voting as a single class with the Common Partnership Units and having one vote per LTIP Unit; and (c) have the additional voting rights that are expressly set forth below. So long as any LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to LTIP Units so as to materially and adversely affect any right, privilege or voting power of the LTIP Units or the LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the holders of Common Partnership Units; but subject, in any event, to the following provisions:

(a) With respect to any Unit Transaction, so long as the LTIP Units are treated in accordance with Section 7.7(f) hereof, the consummation of such Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the LTIP Units or the LTIP Unitholders as such; and

(b) Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional Common Partnership Units, LTIP Units or Preferred Partnership Units, whether ranking senior to, junior to, or on a parity with the LTIP Units with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the LTIP Units or the LTIP Unitholders as such.

The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required will be effected, all outstanding LTIP Units shall have been converted into Common Partnership Units.

41

ARTICLE VIII

DISTRIBUTIONS AND PAYMENTS TO PARTNERS

Section 8.1 DISTRIBUTIONS OF CASH FLOW .

(a) The General Partner shall cause the Partnership to distribute on a quarterly basis such portion of the Cash Flow of the Partnership as the General Partner shall determine in its sole discretion. Except as provided in Section 10.4 , such distributions shall be made to the Partners who are Partners on the applicable record date as follows:

first , to the holders of the Preferred Partnership Units, an amount equal to the unpaid portion of the Preferred Return due to the holders of the Preferred Partnership Units on the applicable Partnership Record Date, as determined pursuant to the applicable exhibit hereto setting forth the terms of such Preferred Partnership Units;

second , to all Partners who are Partners on the applicable Partnership Record Date and who beneficially own Common Partnership Units, in accordance with their respective Common Percentage Interests;

provided , however , if for any Common Partnership Unit Distribution Period, a Newly Issued Common Partnership Unit is outstanding on the Partnership Record Date for such period, there shall not be distributed in respect of such Newly Issued Common Partnership Unit the amount (the “ Full Distribution Amount ”) that would otherwise be distributed in respect of such Partnership Unit in accordance with its respective Common Percentage Interest, but rather, the General Partner shall cause to be distributed with respect to each such Newly Issued Common Partnership Unit an amount equal to the Full Distribution Amount multiplied by a fraction, the numerator of which equals the number of days such Newly Issued Common Partnership Unit has been outstanding during the Common Partnership Unit Distribution Period and the denominator of which equals the total number of days in such Common Partnership Unit Distribution Period.

Any Cash Flow not distributed to the holders of Partnership Units by operation of this provision shall be retained by the Partnership and applied toward future distributions or payment of Partnership expenses.

(b) In no event may a Partner receive a distribution of Cash Flow with respect to a Partnership Unit if such Partner is entitled to receive a dividend out of

42

the Company’s share of such Cash Flow with respect to a REIT Share for which all or part of such Partnership Unit has been exchanged.

(c) If the Partnership issues additional Partnership Units pursuant to the provisions of this Agreement, the General Partner is hereby authorized to make such revisions to this Article VIII as it determines are necessary or desirable to reflect the issuance of such additional Partnership Units, including without limitation, making preferential distributions to certain classes of Partnership Units.

Section 8.2 REIT DISTRIBUTION REQUIREMENTS . Unless the General Partner determines that such a distribution would not be in the best interests of the Partnership, the General Partner shall cause the Partnership to distribute sufficient amounts to enable the Company (i) to meet its distribution requirement for qualification as a REIT as set forth in Section 857(a)(1) of the Code, and (ii) to avoid the excise tax imposed by Section 4981 of the Code.

Section 8.3 NO RIGHT TO DISTRIBUTIONS IN KIND . No Partner shall be entitled to demand property other than cash in connection with any distribution by the Partnership.

Section 8.4 DISPOSITION PROCEEDS . Disposition Proceeds (less reasonable reserves set aside by the General Partner for reasonably anticipated expenses or needs of the Partnership) shall be distributed to the holders of Common Partnership Interests in accordance with their respective Common Percentage Interests in the Partnership.

Section 8.5 WITHDRAWALS . No Partner shall be entitled to make withdrawals from its Capital Account, or withdraw as a Limited Partner, except as expressly provided herein.

Section 8.6 AMOUNTS WITHHELD .

(a) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such

43

withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding and the additional amount required to be withheld shall be treated as a loan (a “ Partnership Loan ”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. If a Limited Partner (a “ Defaulting Limited Partner ”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “ General Partner Loan ”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner.

Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 8.6(a) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.

(b) All amounts withheld pursuant to the Code or any provisions of any state or local tax law and Section 8.6(a) with respect to any allocation, payment or distribution to any Partner shall be treated as amounts paid or distributed to such Partner pursuant to Section 8.1 hereof for all purposes under this Agreement.

ARTICLE IX

TRANSFERS OF INTERESTS

Section 9.1 GENERAL PARTNER .

(a) Other than to an Affiliate of the General Partner, the General Partner may not transfer any of its General Partnership Interest or withdraw as General Partner except (i) the General Partner may grant a security interest in or pledge its General Partnership Interest in the Partnership to secure debt for borrowed money, or any guaranty thereof, now existing or hereinafter incurred, (ii) as provided in Section 9.1(b) or (iii) in connection with a transaction described in Section 9.1(c) .

44

(b) Except as otherwise provided in Section 6.7 or Section 9.1(c) , the General Partner, the Company or their Subsidiaries shall not engage in any merger, consolidation or other combination with or into another Person or in any sale of all or substantially all of its assets, or any reclassification, or recapitalization or change of outstanding REIT Common Shares (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination as described in the definition of “Conversion Factor”) (each of the foregoing being herein referred to as a “ Transaction ”), unless the Transaction also includes a merger of the Partnership or sale of substantially all of the assets of the Partnership or other transaction as a result of which all Limited Partners will receive for each Common Partnership Unit an amount of cash, securities or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid to a holder of one REIT Common Share in consideration of one REIT Common Share as a result of the Transaction; provided, however, that if, in connection with the Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than fifty percent (50%) of the outstanding REIT Common Shares, the holders of Common Partnership Units shall receive the greatest amount of cash, securities or other property which a Limited Partner would have received had it exercised the Redemption Right and the General Partner at the direction of the Company had exercised its election to satisfy the Redemption Right by the issuance of REIT Common Shares immediately prior to the expiration of such purchase, tender or exchange offer.

(c) Notwithstanding Section 9.1(b) , the General Partner, the Company or their Subsidiaries may merge into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “ Surviving Partner ”), other than Partnership Units held by the General Partner, the Company or their Subsidiaries, are contributed to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving Partner in good faith and (ii) the Surviving Partner or one of its Subsidiaries expressly agrees to assume all obligations of the General Partner hereunder. Upon such contribution and assumption, the Surviving Partner shall have the right and duty to amend this Agreement as set forth in this Section 9.1(c) . The Surviving Partner shall in good faith arrive at a new method for the calculation of the Cash Amount and Conversion Factor for a Common Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and which a holder of Common Partnership Units could have acquired had such Common Partnership Units been redeemed immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for

45

with respect to the Conversion Factor. The above provisions of this Section 9.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder.

Section 9.2 ADMISSION OF A SUBSTITUTE OR ADDITIONAL GENERAL PARTNER . A Person shall be admitted as a Substitute or Additional General Partner of the Partnership only if the transaction giving rise to such substitution or admission is otherwise permitted under this Agreement and the following terms and conditions are satisfied:

(a) the Person to be admitted as a Substitute or Additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by the Act in connection with such admission shall have been performed;

(b) if the Person to be admitted as a Substitute or Additional General Partner is a corporation or a partnership, it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and

(c) counsel for the Partnership shall have rendered an opinion (relying on such opinions from counsel of the state or any other jurisdiction as may be necessary) that the admission of the Person to be admitted as a Substitute or Additional General Partner is in conformity with the Act and that none of the actions taken in connection with the admission of such Person as a Substitute or Additional General Partner will cause the termination of the Partnership under Section 708 of the Code, or will cause it to be classified as other than a partnership for federal income tax purposes, or will result in the loss of any Limited Partner’s limited liability status.

Section 9.3 EFFECT OF BANKRUPTCY, WITHDRAWAL, DEATH OR DISSOLUTION OF A GENERAL PARTNER .

(a) Upon the occurrence of an Event of Bankruptcy as to a General Partner (and its automatic removal pursuant to Section 9.4(a) hereof) or the withdrawal or dissolution of a General Partner (except that, if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to or removal of a partner in such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued within ninety (90) days by the remaining general partners or all remaining members of such partnership), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant to Section 9.3(b) .

46

(b) Following the occurrence of an Event of Bankruptcy as to a General Partner or the withdrawal or dissolution of a General Partner (except that, if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to or removal of a partner in such partnership shall be deemed not be a dissolution of such General Partner if the business of such General Partner is continued within ninety (90) days by all remaining general partners or all remaining members of such partnership), persons holding at least a majority of the Limited Partnership interests, within ninety (90) days after such occurrence, may elect to continue the business of the Partnership for the balance of the term specified in Section 3.2 by selecting, subject to Section 9.2 and any other applicable provisions of this Agreement, a Substitute General Partner by majority consent of the Limited Partners. If the Limited Partners elect to reconstitute the Partnership and admit a Substitute General Partner, the relationship between the Partners and any Person who has acquired an interest of a Partner in the Partnership shall be governed by this Agreement.

Section 9.4 REMOVAL OF A GENERAL PARTNER .

(a) Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, a General Partner, such General Partner shall be deemed to be removed automatically; provided, however, that if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to or removal of a partner in such partnership shall be deemed not to be a dissolution of the General Partner if the business of such General Partner is continued within ninety (90) days by the remaining general partners or all remaining members of such Partnership.

(b) If a General Partner has been removed pursuant to this Section 9.4(a) and the Partnership is not continued pursuant to Section 9.3(b) , the partnership shall be dissolved.

(c) A General Partner may not be removed by the Limited Partners with or without cause.

Section 9.5 RESTRICTIONS ON TRANSFER OF LIMITED PARTNERSHIP INTERESTS .

(a) Except as otherwise provided in this Article IX , no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer its Limited Partnership Interest, in whole or in part, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “ Transfer ”), without the written consent of the General Partner, which consent may be withheld in the sole and absolute discretion of the General Partner. The General Partner may require, as a condition of any Transfer, that the transferor assume all costs incurred by the Partnership in connection therewith. The General Partner consents to the following Transfers of Common Partnership Units on the Effective Date: (i) by

47

Ashford Hospitality Limited Partnership to it limited partners, (ii) by Ashford OP Limited Partner LLC to Ashford Hospitality Trust, Inc., (iii) by Ashford Hospitality Trust, Inc. to the Company and (iv) by the Company to Ashford Prime OP Limited Partner LLC.

(b) No Limited Partner may effect a Transfer of its Limited Partnership Interest if, (i) in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act of 1933, as amended, or would otherwise violate any applicable federal or state securities or “Blue Sky” law (including investment suitability standards) or (ii) the assignee is not an Accredited Investor within the meaning of Rule 501 of the Securities Act of 1933, as amended.

(c) No Transfer by a Limited Partner of its Partnership Units may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the Transfer would result in the Partnership’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code, (iii) the Transfer would create a risk that the Company would not be taxed as a REIT for federal income tax purposes or (iv) assuming the Partnership Units subject to the Transfer were redeemed for REIT Shares, the redemption would create a risk that the Company would not be taxed as a REIT for federal income tax purposes.

(d) Subject to the other provisions of this Section 9 , Section 9.5(a) shall not prevent any donative Transfer by an individual Limited Partner to his immediate family members or any trust in which the individual or his immediate family members own, collectively, one hundred percent (100%) of the beneficial interests, provided that the transferor assumes all costs of the Partnership in connection therewith and any such transferee shall not have the rights of a Substitute Limited Partner (unless and until admitted as a Substitute Limited Partner pursuant to this Section 9.5 and Section 9.6 of this Agreement).

(e) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.

Except as required by operation of law Transfers of Partnership Interests and Partnership Units shall be made on the books of the Partnership, and in the case of certificated Partnership Interests and Partnership Units, only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed; or, in the case of uncertificated Partnership Interests and Partnership Units, upon receipt of proper transfer instructions from the registered holder of the Partnership Interests and Partnership Units and upon compliance with the other provisions of this Article IX .

48

Section 9.6 ADMISSION OF SUBSTITUTE LIMITED PARTNER .

(a) Subject to the other provisions of this Article IX (including, without limitation, the provisions of Section 9.5(a) regarding consent of the General Partner), an assignee of the Limited Partnership Interest of a Limited Partner (including, without limitation, any purchaser, transferee, donee, or other recipient of any disposition of such Limited Partnership Interest) shall be deemed admitted as a Limited Partner of the Partnership only upon the satisfactory completion of the following:

(i) the assignee has obtained the prior written consent of the General Partner as to its admission as a Substitute Limited Partner, which consent may be given or denied in the exercise of the General Partner’s sole and absolute discretion; provided, however, that this Section 9.6(a)(i) shall not apply in the case of assignee resulting from a Transfer by a Limited Partner that was a partner as of the date of this Agreement to any of its partners;

(ii) the assignee shall have accepted and agreed to be bound by the terms and provisions of this Agreement by executing a counterpart or an amendment thereof, including a revised Exhibit A , and such other documents or instruments as the General Partner may require in order to effect the admission of such Person as a Limited Partner;

(iii) to the extent required, an amended certificate of limited partnership evidencing the admission of such Person as a Limited Partner shall have been signed, acknowledged and filed for record in accordance with the Act;

(iv) the assignee shall have delivered a letter containing the representation and warranty set forth in Section 9.12 and the agreement set forth in Section 9.12 ;

(v) if the assignee is a corporation, partnership or trust, the assignee shall have provided the General Partner with evidence satisfactory to counsel for the Partnership of the assignee’s authority to become a Limited Partner under the terms and provisions of this Agreement;

(vi) the assignee shall have executed a power of attorney containing the terms and provisions set forth in Article XII ; and

(vii) the assignee shall have paid all reasonable legal fees of the Partnership and the General Partner and all filing and publication costs incurred in connection with its substitution as a Limited Partner.

(b) Notwithstanding the foregoing provisions of this Section 9.6(a) , any assignee of Ashford Hospitality Limited Partnership on the Effective Date

49

shall be admitted to the Partnership as a Limited Partner and be bound by the terms of this Agreement pursuant to Act § 17-101-(12)a.(ii) without any written execution by such assignee if such assignee does not object to such admittance in writing to the General Partner within 30 days of being notified by the General Partner of such assignment and upon such objection shall continue to be an assignee for purposes of this Agreement and the Act.

(c) For the purpose of allocating profits and losses and distributing cash received by the Partnership, a Substitute Limited Partner shall be treated as having become, and appearing in the records of the Partnership as, a Partner upon the filing of the certificate described in Section 9.6(a)(ii) or, if no such filing is required, the later of the date specified in the transfer documents, or the date on which the General Partner has received all necessary instruments of transfer and substitution.

(d) The General Partner shall as promptly as practicable take all action required to effectuate the admission of the Person seeking to become a Substitute Limited Partner, including preparing the documentation required by this Section 9.6 and making all official filings and publications.

Section 9.7 RIGHTS OF ASSIGNEES OF PARTNERSHIP INTERESTS .

(a) Subject to the provisions of Sections 9.5 and 9.6 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of his Partnership Interest until the Partnership has received notice thereof. If the General Partner, in its sole and absolute discretion, does not consent (subject to the proviso in Section 9.6(a)(i) ) to the admission of any transferee of any Partnership Interest as a Substitute Limited Partner in connection with a Transfer permitted by Section 9.5 , such transferee shall be considered an assignee for the purposes of this Agreement. An assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions attributable to the Partnership Units assigned, but such assignee shall not be entitled to effect a consent or vote on any matter presented to the Limited Partners for approval or, except as waived by the General Partner, effect a Redemption Right with respect to such Partnership Units (such right to consent or vote or effect a Redemption Right, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Limited Partner).

(b) Any Person who is the assignee of all or any portion of a Limited Partner’s Limited Partnership Interest, but does not become a Substitute Limited Partner and desires to make a further assignment of such Limited Partnership Interest, shall be subject to all of the provisions of this Article IX to the same extent and in the same manner as any Limited Partner desiring to make an assignment of its Limited Partnership Interest.

50

Section 9.8 EFFECT OF BANKRUPTCY, DEATH, INCOMPETENCE OR TERMINATION OF A LIMITED PARTNER . The occurrence of an Event of Bankruptcy as to a Limited Partner, the death of a Limited Partner or a final adjudication that a Limited Partner is incompetent (which term shall include, but not be limited to, insanity) shall not cause the termination or dissolution of the Partnership, and the business of the Partnership shall continue. If an order for relief in a bankruptcy proceeding is entered against an individual Limited Partner, the trustee or receiver of his estate or, if he dies, his executor, administrator or trustee, or, if he is finally adjudicated incompetent, his committee, guardian or conservator, shall have the rights of such Limited Partner for the purpose of settling or managing his estate property and such power as the bankrupt, deceased or incompetent Limited Partner possessed to assign all or any part of his Partnership Interest and to join with the assignee in satisfying conditions precedent to the admission of the assignee as a Substitute Limited Partner.

Section 9.9 JOINT OWNERSHIP OF INTERESTS . A Partnership Interest may be acquired by two (2) individuals as joint tenants with right of survivorship (but not as tenants in common), provided that such individuals either are married or are related and share the same home as tenants in common. The written consent or vote of both owners of any such jointly held Partnership Interest shall be required to constitute the action of the owners of such Partnership Interest; provided, however, that the written consent of only one (1) joint owner will be required if the Partnership has been provided with evidence satisfactory to counsel for the Partnership that the actions of a single joint owner can bind both owners under the applicable laws of the state of residence of such joint owners. Upon the death of one (1) owner of a Partnership Interest held in a joint tenancy with a right of survivorship, the Partnership Interest shall become owned solely by the survivor as a Limited Partner and not as an assignee. The Partnership need not recognize the death of one (1) of the owners of a jointly held Partnership Interest until it shall have received notice of such death. Upon notice to the General Partner from either owner that the tenancy satisfying the first sentence of this Section 9.9 has been destroyed, the General Partner shall cause the Partnership Interest to be divided into two (2) equal Partnership Interests, which shall thereafter be owned separately by each of the former owners.

Section 9.10 TRANSFEREES . Any Partnership Interests owned by the Partners and transferred pursuant to this Article IX shall be and remain subject to all of the provisions of this Agreement.

Section 9.11 ABSOLUTE RESTRICTION . Notwithstanding any provision of this Agreement to the contrary, unless waived in writing by the General Partner, the sale or exchange of any interest in the Partnership will not be permitted if the interest sought to be sold or exchanged, when added to the total of all other interests sold or exchanged within the period of twelve (12) consecutive months ending with the proposed date of the sale or exchange, would result in the termination of the Partnership under Section 708 of the Code, if such termination would materially and adversely affect the Partnership or any Partner.

51

Section 9.12 INVESTMENT REPRESENTATION . Each Limited Partner hereby represents and warrants to the General Partner and to the Partnership that the acquisition of his Partnership Interest is made as a principal for his account for investment purposes only and not with a view to the resale or distribution of such Partnership Interest. Each Limited Partner agrees that he will not sell, assign or otherwise transfer his Partnership Interest or any fraction thereof, whether voluntarily or by operation of law or at judicial sale or otherwise, to any Person who does not similarly represent and warrant and similarly agree not to sell, assign or transfer such Partnership Interest or fraction thereof to any Person who does not similarly represent, warrant and agree.

Section 9.13 CERTIFICATES . Partnership Interest and Partnership Unit ownership in the Partnership shall be maintained in the books and records of the Partnership, set forth on Exhibit A , as amended from time to time, and shall not be certificated, except that at the request of any Partner its Partnership Interest and Partnership Unit shall also be evidenced by a certificate in the form and substance of Exhibit F hereto with such legends, notations and endorsements, if any, as determined by the General Partner in its sole discretion. Any certificates issued representing Partnership Interests and Partnership Units shall be issued in consecutive order, shall be identified by the class of the Partnership Interest and shall be numbered in the order of their issue and shall be signed by, or in the name of, the Partnership by or on behalf of the General Partner. The General Partner shall note on Exhibit A as to any Partnership Interests and Partnership Units evidenced by a certificate the certificate number thereof. If any certificate representing Partnership Interests and Partnership Units is subject to any loss, theft, destruction or mutilation, the Partnership may issue to the holder a new certificate or certificates for such Partnership Interests and Partnership Units, upon the surrender of the mutilated certificate or, in the case of loss, theft or destruction of the certificate, upon satisfactory proof of such loss, theft or destruction; provided that the General Partner may, in its discretion, require the owner of the lost, stolen or destroyed certificate, or such person’s legal representative, to give the Partnership a bond in such sum and with such surety or sureties as it may direct to indemnify the Partnership and the General Partner against any claim that may be made on account of the alleged loss, theft, destruction or mutilation of any such certificate or the issuance of such new certificate. Partnership Interests and Partnership Units shall be securities governed by (and for purposes of) Article 8 of the Uniform Commercial Code.

ARTICLE X

TERMINATION OF THE PARTNERSHIP

Section 10.1 TERMINATION . The Partnership shall be dissolved upon (i) an Event of Bankruptcy as to the General Partner or the dissolution or withdrawal of the General Partner (unless within ninety (90) days thereafter Limited Partners holding more than fifty percent (50%) of the Limited Partnership Interests in the Partnership elect to continue the Partnership and to elect one or more persons to serve as the General Partner or General Partners of the Partnership), (ii) ninety (90) days following the sale of all or substantially all of the Partnership’s assets (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership

52

shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such obligation is paid in full), (iii) the expiration of the term specified in Section 3.2 , (iv) the redemption of all Limited Partnership Interests (other than any of such interests held by the General Partner or Ashford Prime OP Limited Partner LLC), or (v) the election by the General Partner (but only in accordance with and as permitted by applicable law) that the Partnership should be dissolved. Upon dissolution of the Partnership (unless the business of the Partnership is continued as set forth above), the General Partner (or its trustee, receiver, successor or legal representative) shall proceed with the winding up of the Partnership, and its assets shall be applied and distributed as herein provided.

Section 10.2 PAYMENT OF DEBTS . The assets shall first be applied to the payment of the liabilities of the Partnership (other than any loans or advances that may have been made by Partners to the Partnership) and the expenses of liquidation. A reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the General Partner to minimize any losses resulting from liquidation.

Section 10.3 DEBTS TO PARTNERS . The remaining assets shall next be applied to the repayment of any loans made by any Partner to the Partnership.

Section 10.4 REMAINING DISTRIBUTION .

(a) The remaining assets shall then be distributed first, to the holders of the Preferred Partnership Units as provided in the exhibit hereto setting forth the terms of such Preferred Partnership Units, and second, to the holders of the Common Partnership Units in accordance with their positive Capital Account balances, determined after taking into account all Capital Account adjustments for all prior periods and the Partnership taxable year during which the liquidation occurs.

(b) If the Partnership is liquidated within the meaning of Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to Section 10.4(a) in compliance with Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. In the discretion of the General Partner, a pro rata portion of the distributions that would otherwise be made to the Partners pursuant to Section 10.4(a) may be:

(i) distributed to a trust established for the benefit of the Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the Partners arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the Partners from time to time, in the reasonable discretion of the General Partner, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to Section 10.4(a) ; or

53

(ii) withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld amounts shall be distributed to the Partners as soon as practicable.

(c) Notwithstanding any other provisions of this Article X , if the Partnership is liquidated within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations but no event resulting in the termination of the Partnership pursuant to Section 10.1 has occurred, the Property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged, and the Partnership’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Partnership shall be deemed to have contributed all its Property and liabilities to a new partnership in exchange for an interest in such new partnership and, immediately thereafter, the Partnership will be deemed to liquidate by distributing interests in the new partnership to the Partners.

Section 10.5 RESERVE . Notwithstanding the provisions of Sections 10.3 and 10.4 , the General Partner may retain such amount as it deems necessary as a reserve for any contingent liabilities or obligations of the Partnership, which reserve, after the passage of a reasonable period of time, shall be distributed pursuant to the provisions of this Article X .

Section 10.6 FINAL ACCOUNTING . Each of the Partners shall be furnished with a statement examined by the Partnership’s independent accountants, which shall set forth the assets and liabilities of the Partnership as of the date of the complete liquidation. Upon the compliance by the General Partner with the foregoing distribution plan, the Limited Partners shall cease to be such, and the General Partner, as the sole remaining Partner of the Partnership, shall execute and cause to be filed a Certificate of Cancellation of the Partnership and any and all other documents necessary with respect to termination and cancellation of the Partnership.

ARTICLE XI

AMENDMENTS

Section 11.1 AUTHORITY TO AMEND .

(a) This Agreement may be amended by the General Partner without the approval of any other Partner if such amendment (i) is solely for the purpose of clarification or is of an inconsequential nature and (ii) does not change the substance hereof and the Partnership has obtained an opinion of counsel to that effect.

(b) This Agreement may be amended by the General Partner without the approval of any other Partner if such amendment is to reflect the admission, substitution or withdrawal of Limited Partners; to reflect the issuance of

54

additional Partnership Interests or to amend the calculation of the Cash Amount and the Conversion Factor pursuant to a transaction described in Section 9.1(c) .

(c) This Agreement may be amended by the General Partner without the approval of any other Partner if such amendment is, in the opinion of counsel for the Partnership, necessary or appropriate to satisfy requirements of the Code with respect to partnerships or REITs or of any federal or state securities laws or regulations. Any amendment made pursuant to this Section 11.1(c) may be made effective as of the date of this Agreement.

(d) Notwithstanding any contrary provision of this Agreement, any amendment to this Agreement or other act which would (i) adversely affect the limited liabilities of the Limited Partners, (ii) impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership, (iii) except as provided in Section 11.1(b), change the method of allocation of profit and loss as provided in Article V or the distribution provisions of Articles VIII and X hereof, (iv) seek to impose personal liability on the Limited Partners, or (v) affect the operation of the Conversion Factor of the Redemption Right shall require the consent and approval of Limited Partners holding more than sixty-six and two-thirds percent (66 2/3%) of the Common Percentage Interests of the Limited Partners.

(e) Except as otherwise specifically provided in this Section 11.1 , amendments to this Agreement shall require the approval of the General Partner and Limited Partners holding more than fifty percent (50%) of the Common Percentage Interests of the Limited Partners.

Section 11.2 NOTICE OF AMENDMENTS . A copy of any amendment to be approved by the Partners pursuant to Sections 11.1(d) or 11.1(e) shall be mailed in advance to such Partners. Partners shall be notified as to the substance of any amendment pursuant to Sections 11.1(a) , (b)  or (c) , and upon request shall be furnished a copy thereof.

ARTICLE XII

POWER OF ATTORNEY

Section 12.1 POWER . Each of the Limited Partners irrevocably constitutes and appoints the General Partner as such Limited Partner’s true and lawful attorney in such Limited Partner’s name, place and stead to make, execute, swear to, acknowledge, deliver and file:

(a) Any certificates or other instruments which may be required to be filed by the Partnership under the laws of the State of Delaware or of any other state or jurisdiction in which the General Partner shall deem it advisable to file;

(b) Any documents, certificates or other instruments, including, but not limited to, (i) any and all amendments and modifications of this Agreement or of the instruments described in Section 12.1(a) which may be required or deemed

55

desirable by the General Partner to effectuate the provisions of any part of this Agreement, (ii) all instruments relating to the admission, withdrawal, removal or substitution of any Partner, and (iii) by way of extension and not limitation, to do all such other things as shall be necessary to continue and to carry on the business of the Partnership; and

(c) All documents, certificates or other instruments that may be required to effectuate the dissolution and termination of the Partnership, to the extent such dissolution and termination is authorized hereby. The power of attorney granted hereby shall not constitute a waiver of, or be used to avoid, the rights of the Partners to approve certain amendments to this Agreement pursuant to Sections 11.1(d) and 11.1(e) or be used in any other manner inconsistent with the status of the Partnership as a limited partnership or inconsistent with the provisions of this Agreement. Each such Limited Partner hereby agrees to be bound by any representation made by the General Partner, acting in good faith pursuant to such power of attorney; and each such Limited Partner hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the General Partner taken in good faith under such power of attorney.

Section 12.2 SURVIVAL OF POWER . It is expressly intended by each of the Partners that the foregoing power of attorney is coupled with an interest, is irrevocable and shall survive the death, incompetence, dissolution, liquidation or adjudication of insanity or bankruptcy or insolvency of each such Partner. The foregoing power of attorney shall survive the delivery of an assignment by any of the Partners of such Partner’s entire interest in the Partnership, except that where an assignee of such entire interest has become a substitute Limited Partner, then the foregoing power of attorney of the assignor Partner shall survive the delivery of such assignment for the sole purpose of enabling the General Partner to execute, acknowledge and file any and all instruments necessary to effectuate such substitution.

ARTICLE XIII

CONSENTS, APPROVALS, VOTING AND MEETINGS

Section 13.1 METHOD OF GIVING CONSENT OR APPROVAL . Any consent or approval required by this Agreement may be given as follows:

(a) by a written consent given by the consenting Partner and received by the General Partner at or prior to the doing of the act or thing for which the consent is solicited, provided that such consent shall not have been nullified by:

(i) Notice to the General Partner of such nullification by the consenting Partner prior to the doing of any act or thing, the doing of which is not subject to approval at a meeting called pursuant to Section 13.2 , or

56

(ii) Notice to the General Partner of such nullification by the consenting Partner prior to the time of any meeting called pursuant to Section 13.2 to consider the doing of such act or thing, or

(iii) The negative vote by such consenting Partner at any meeting called pursuant to Section 13.2 to consider the doing of such act or thing;

(b) by the affirmative vote by the consenting Partner for the doing of the act or thing for which the consent is solicited at any meeting called pursuant to Section 13.2 to consider the doing of such act or thing; or

(c) by the failure of the Partner to respond or object to a request from the General Partner for such Partner’s consent within thirty (30) days from its receipt of such request (or such shorter period of time as the General Partner may indicate in such request in order to ensure that the General Partner has sufficient time to respond, if required, to any third party with respect to the subject matter of such request).

Section 13.2 MEETINGS OF LIMITED PARTNERS . Any matter requiring the consent or vote of all or any of the Partners may be considered at a meeting of the Partners held not less than five (5) nor more than sixty (60) days after notice thereof shall have been given by the General Partner to all Partners. Such notice (i) may be given by the General Partner, in its discretion, at any time, or (ii) shall be given by the General Partner within fifteen (15) days after receipt from Limited Partners holding more than fifty percent (50%) of the Common Percentage Interests of the Limited Partners of a request for such meeting.

Section 13.3 OPINION . Except for Consents obtained pursuant to Sections 13.1 or 13.2 , no Limited Partner shall exercise any consent or voting rights unless either (a) at the time of the giving of consent or casting of any vote by the Partners hereunder, counsel for the Partnership or counsel employed by the Limited Partners shall have delivered to the Partnership an opinion satisfactory to the Partners to the effect that such conduct (i) is permitted by the Act, (ii) will not impair the limited liability of the Limited Partners, and (iii) will not adversely affect the classification of the Partnership as a partnership for federal income tax purposes, or (b) irrespective of the delivery or non-delivery of such opinion of counsel, Limited Partners holding more than seventy-five percent (75%) of the Common Percentage Interests of the Limited Partners determine to exercise their consent or voting rights.

Section 13.4 SUBMISSIONS TO PARTNERS . The General Partner shall give the Partners notice of any proposal or other matter required by any provision of this Agreement, or by law, to be submitted for consideration and approval of the Partners. Such notice shall include any information required by the relevant provision or by law.

57

ARTICLE XIV

MISCELLANEOUS

Section 14.1 GOVERNING LAW . The Partnership and this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

Section 14.2 AGREEMENT FOR FURTHER EXECUTION . At any time or times upon the request of the General Partner, the Limited Partners hereby agree to sign, swear to, acknowledge and deliver all further documents and certificates required by the laws of Delaware, or any other jurisdiction in which the Partnership does, or proposes to do, business, or which may be reasonable, necessary, appropriate or desirable to carry out the provisions of this Agreement or the Act. This Section 14.2 shall not prejudice or affect the rights of the Limited Partners to approve certain amendments to this Agreement pursuant to Sections 11.1(d) and 11.1(e) .

Section 14.3 ENTIRE AGREEMENT . This Agreement and the exhibits attached hereto contain the entire understanding among the parties and supersede any prior understandings or agreements among them respecting the within subject matter. There are no representations, agreements, arrangements or understandings, oral or written, between or among the parties hereto relating to the subject matter of this Agreement which are not fully expressed herein.

Section 14.4 SEVERABILITY . This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations of the jurisdictions in which the Partnership does business. If any provision of this Agreement, or the application thereof to any person or circumstance, shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.

Section 14.5 NOTICES . Notices to Partners or to the Partnership shall be deemed to have been given when personally delivered or mailed, by prepaid registered or certified mail, addressed as set forth in Exhibit A attached hereto, unless a notice of change of address has previously been given in writing by the addressee to the addressor, in which case such notice shall be addressed to the address set forth in such notice of change of address.

Section 14.6 TITLES AND CAPTIONS . All titles and captions are for convenience only, do not form a substantive part of this Agreement, and shall not restrict or enlarge any substantive provisions of this Agreement.

Section 14.7 COUNTERPARTS . This Agreement may be executed in multiple counterparts, each one of which shall constitute an original executed copy of this Agreement.

58

Section 14.8 PRONOUNS . All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons may require.

Section 14.9 SURVIVAL OF RIGHTS . Subject to the provisions hereof limiting transfers, this Agreement shall be binding upon and inure to the benefit of the Partners and the Partnership and their respective legal representatives, successors, transferees and assigns.

59

IN WITNESS WHEREOF, the parties have hereunto set their hands as of the day and year first above written.

The undersigned has executed this Agreement not as a Partner of the Partnership but to agree to the provisions of this Agreement imposing obligations on, granting rights to, the Company.

EXHIBIT A

[Begins on Next Page]

Page 1

Page 2

Page 3

Page 4

EXHIBIT B

FEDERAL INCOME TAX MATTERS

For purposes of interpreting and implementing Article V of the Partnership Agreement, the following rules shall apply and shall be treated as part of the terms of the Partnership Agreement:

A. SPECIAL ALLOCATION PROVISIONS.

1. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Section 743(b) is required pursuant to Section 1.704-1(b)(2)(iv)(m)(2) or Section 1.704-1(b)(2)(iv)(m)(4) of the Treasury Regulations to be taken into account in determining Capital Accounts as the result of a distribution to a Partner in complete liquidation of its Partnership Interest, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Partners in accordance with their interests in the Partnership if Section 1.704-1(b)(2)(iv)(m)(2) of the Treasury Regulations applies, or to the Partnership to whom such distribution was made if Section 1.704-1(b)(2)(iv)(m)(4) of the Treasury Regulations applies.

2. If a Partner transfers any part or all of its Partnership Interest or if Common Percentage Interests or Preferred Percentage Interests vary during a taxable year of the Partnership, the General Partner, in its sole and absolute discretion, shall determine which method authorized under the Code (including Section 706 of the Code) and the Treasury Regulations shall be used to allocate the distributive shares.

3. To the extent required by law, income, gain, loss and deduction attributable to property contributed to the Partnership by a Partner shall be shared among the Partners so as to take into account any variation between the basis of the property and the fair market value of the property at the time of contribution in accordance with the requirements of Section 704(c) of the Code and the applicable Treasury Regulations thereunder as more fully described in Part B hereof. Treasury Regulations under Section 704(c) of the Code allow partnerships to use any reasonable method for accounting for Book-Tax Differences for contributions of property so that a contributing partner receives the tax benefits and burdens of any built-in gain or loss associated with contributed property. The Partnership shall account for Book-Tax Differences using a method specifically approved in the Treasury Regulations, such as the traditional method. An allocation of remaining built-in gain under Section 704(c) will be made when Section 704(c) property is sold.

4. If the Partnership is entitled to a deduction for interest imputed under any provision of the Code on any loan or advance from a Partner (whether such interest is currently deducted, capitalized or amortized), such deduction shall be allocated solely to such Partner.

5. To the extent any payments in the nature of fees made to a Partner or reimbursements of expenses to any Partner are finally determined by the Internal Revenue Service to be distributions to a Partner for federal income tax purposes, there will be a gross income allocation to such Partner in the amount of such distribution.

Exhibit B – Page 1

6. (a) Notwithstanding any provision of the Partnership Agreement to the contrary and subject to the exceptions set forth in Section 1.704-2(f)(2)-(5) of the Treasury Regulations, if there is a net decrease in Partnership Minimum Gain during any Partnership fiscal year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partnership Minimum Gain determined in accordance with Section 1.704-2(g)(2) of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Section 1.704-2(f) of the Treasury Regulations. This paragraph 6(a) is intended to comply with the minimum gain chargeback requirement in such Section of the Treasury Regulations and shall be interpreted consistently therewith. To the extent permitted by such Section of the Treasury Regulations and for purposes of this paragraph 6(a) only, each Partner’s Adjusted Capital Account Balance shall be determined prior to any other allocations pursuant to Article V of the Partnership Agreement with respect to such fiscal year and without regard to any net decrease in Partner Minimum Gain during such fiscal year.

(b) Notwithstanding any provision of the Partnership Agreement to the contrary, except paragraph 6(a) of this Exhibit B and subject to the exceptions set forth in Section 1.704-2(i)(4) of the Treasury Regulations, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership fiscal year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain, determined in accordance with Section 1.704-2(i)(3) of the Treasury Regulations, shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain, determined in accordance with Section 1.704-2(i)(5) of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Section 1.704-2(i)(4) of the Treasury Regulations. This paragraph 6(b) is intended to comply with the minimum gain chargeback requirement in such Section of the Treasury Regulations and shall be interpreted consistently therewith. Solely for purposes of this paragraph 6(b) , each Partner’s Adjusted Capital Account Balance shall be determined prior to any other allocations pursuant to Article V of the Partnership Agreement with respect to such fiscal year, other than allocations pursuant to paragraph 6(a) hereof.

7. If any Partners unexpectedly receive any adjustments, allocations or distributions described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain shall be specially allocated to such Partners in an amount and manner sufficient to eliminate the deficits in their Adjusted Capital Account Balances created by such adjustments, allocations or distributions as quickly as possible, provided that an allocation pursuant to this paragraph 7 shall be made only if and to the extent that the Partner would have a deficit balance in its Adjusted Capital Account Balance after all other allocations provided for Article V of the Partnership Agreement and this Exhibit B have been tentatively made as if this paragraph 7 were not in this Exhibit B .

Exhibit B – Page 2

8. No loss shall be allocated to any Partner to the extent that such allocation would result in a deficit in its Adjusted Capital Account Balance while any other Partner continues to have a positive Adjusted Capital Account Balance; in such event, losses shall first be allocated to any Partners with positive Adjusted Capital Account Balances, and in proportion to such balances, to the extent necessary to reduce their positive Adjusted Capital Account Balances to zero. Any excess shall be allocated to the General Partner.

9. If any Partner has a deficit balance in its Adjusted Capital Account Balance at the end of any fiscal year or other period, such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided, however , that an allocation pursuant to this paragraph 9 shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account Balance after all other allocations provided in this Part A have been tentatively made as if paragraph 7 and this paragraph 9 were not in this Exhibit B .

10. Any special allocations of items pursuant to this Part A shall be taken into account in computing subsequent allocations so that the net amount of any items so allocated and the profits, losses and all other items allocated to each such Partner pursuant to Article V of the Partnership Agreement shall, to the extent possible, be equal to the net amount that would have been allocated to each such Partner pursuant to the provisions of Article V of the Partnership Agreement if such special allocations had not occurred.

11. Nonrecourse Deductions for any fiscal year or other period shall be specially allocated to the Partners in the manner set forth in Section 5.1(b)(iii) of the Partnership Agreement.

12. Any Partner Nonrecourse Deduction for any fiscal year or other period shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Section 1.704-2(i) of the Treasury Regulations. If more than one Partner bears the economic risk of loss (in accordance with Section 1.704-2(i) of the Treasury Regulations) with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such economic risk of loss.

13. Notwithstanding any provision in Article V of the Partnership Agreement or this Exhibit B to the contrary, if the Partnership disposes of all or substantially all of its assets in a transaction that will lead to a liquidation of the Partnership pursuant to Article X , then any profits or losses realized in connection with such transaction and thereafter (and, if necessary, constituent items of income, gain, loss and deduction) shall be specially allocated for such taxable year of the Partnership (and to the extent permitted by Section 761(c) of the Code, for the immediately preceding taxable year of the Partnership) among the Partners as required so as to cause liquidating distributions pursuant to Section 10.4(a) of the Partnership Agreement to be made in the same amounts and proportions as would have resulted had such distributions instead been made pursuant to Article VIII of the Partnership Agreement.

B. CAPITAL ACCOUNT ADJUSTMENTS AND TAX ALLOCATIONS.

Exhibit B – Page 3

1. For purposes of computing the amount of any item of income, gain, deduction or loss to be reflected in the Partners’ Capital Accounts, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for federal income tax purposes; provided, however, that:

(a) Any income, gain or loss attributable to the taxable disposition of any property shall be determined by the Partnership as if the adjusted basis of such property as of such date of disposition was equal in amount to the Carrying Value.

(b) The computation of all items of income, gain, loss and deduction shall be made by the Partnership and, as to those items described in Section 705(a)(1)(B) or Section 705(a)(2)(B) of the Code, without regard to the fact that such items are not includable in gross income or are neither currently deductible nor capitalizable for federal income tax purposes.

(c) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing the Partnership’s taxable income or loss, there shall be taken into account Depreciation for a fiscal year or other period.

(d) The Partnership shall be treated as owning directly its proportionate share (as determined by the General Partner based upon the provisions of the applicable partnership agreement of a Subsidiary of the Partnership) of all property owned by (i) a Subsidiary of the Partnership that is classified as a partnership for U.S. federal income tax purposes and (ii) any other partnership, limited liability company, unincorporated business or other entity classified as a partnership for U.S. federal income tax purposes of which the Partnership or a Subsidiary of the Partnership is, directly or indirectly, a partner, member or other equity holder.

2. A transferee of a Partnership Interest will succeed to the Capital Account relating to the Partnership Interest transferred.

3. Upon (i) an issuance of additional Partnership Interests in exchange for more than a de minimis capital contribution to the Partnership, (ii) an issuance of additional Partnership Interests (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Partnership by an existing Partner acting in a partner capacity or by a new Partner acting in a partner capacity or in anticipation of being a Partner, or (iii) the distribution by the Partnership to a Partner of more than a de minimis amount of property as consideration for an interest in the Partnership, the Capital Accounts of all Partners (and the Carrying Values of all Partnership properties) shall, immediately prior to such event, be adjusted (consistent with the provisions hereof) upward or downward to reflect any unrealized gain or unrealized loss attributable to each Partnership property (as if such unrealized gain or unrealized loss had been recognized upon an actual sale of such property at the fair market value thereof, immediately prior to such issuance, and had been allocated to the Partners, at such time, pursuant to Article V of the Partnership Agreement). In determining such unrealized gain or unrealized loss attributable to the properties, the fair market value of Partnership properties shall be determined by the General Partner using such reasonable methods of valuation as it may adopt.

Exhibit B – Page 4

4. Immediately prior to the distribution of any Partnership property, the Capital Accounts of all Partners shall be adjusted (consistent with the provisions hereof and Section 704 of the Code) upward or downward to reflect any unrealized gain or unrealized loss attributable to the Partnership property distributed (as if such unrealized gain or unrealized loss had been recognized upon an actual sale of each such property, immediately prior to such distribution, and had been allocated to the Partners, at such time, pursuant to Article V of the Partnership Agreement). In determining such unrealized gain or unrealized loss attributable to property, the fair market value of Partnership property distributed shall be determined by the General Partner using such reasonable methods of valuation as it may adopt.

5. In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any property shall, solely for tax purposes, and not for Capital Account purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes. The General Partner shall make any elections or other decisions relating to such allocations.

6. If the Carrying Value of any Partnership asset is adjusted as described in paragraph 3 above, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Carrying Value in the same manner as under Section 704(c) of the Code and the Treasury Regulations thereunder.

7. Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of the Partnership Agreement and this Exhibit B .

C. DEFINITIONS. For the purposes of this Exhibit B , the following terms shall have the meanings indicated unless the context clearly indicates otherwise:

“ ADJUSTED CAPITAL ACCOUNT BALANCE ”: means the balance in the Capital Account of a Partner as of the end of the relevant fiscal year of the Partnership, after giving effect to the following: (i) credit to such Capital Account any amounts the Partner is obligated to restore, pursuant to the terms of the Partnership Agreement or otherwise, or is deemed obligated to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Treasury Regulations, and (ii) debit to such capital account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Treasury Regulations.

“ DEPRECIATION ”: means, for each fiscal year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for federal income tax purposes with respect to property for such fiscal year or other period, except that (a) with respect to any property the Carrying Value of which differs from its adjusted tax basis for federal income tax purposes and which difference is being eliminated by use of the remedial allocation method pursuant to Section 1.704-3(d) of the Treasury Regulations, Depreciation for such fiscal year or other period shall be the amount of book basis recovered for such fiscal year or other period under the rules prescribed by Section 1.704-3(d)(2) of the Treasury Regulations, and (b) with respect to any other property the Carrying Value of which differs from its adjusted

Exhibit B – Page 5

tax basis at the beginning of such fiscal year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Carrying Value as the federal income tax depreciation, amortization or other cost recovery deduction for such fiscal year or other period bears to such beginning adjusted tax basis; provided , that if the adjusted tax basis of any property at the beginning of such fiscal year or other period is zero, Depreciation with respect to such property shall be determined with reference to such beginning value using any reasonable method selected by the General Partner.

“ NONRECOURSE DEDUCTIONS ”: shall have the meaning set forth in Section 1.704-2(b)(1) of the Treasury Regulations. The amount of Nonrecourse Deductions for a Partnership fiscal year equals the excess, if any, of the net increase, if any, in the amount of Partnership Minimum Gain during that fiscal year over the aggregate amount of any distributions during that fiscal year of proceeds of a Nonrecourse Liability, that are allocable to an increase in Partnership Minimum Gain, determined according to the provisions of Section 1.704-2(c) of the Treasury Regulations.

“ NONRECOURSE LIABILITY ”: shall have the meaning set forth in Section 1.704-2(b)(3) of the Treasury Regulations.

“ PARTNER NONRECOURSE DEBT MINIMUM GAIN ”: means an amount, with respect to each Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i) of the Treasury Regulations.

“ PARTNER NONRECOURSE DEBT ”: shall have the meaning set forth in Section 1.704-2(b)(4) of the Treasury Regulations.

“ PARTNER NONRECOURSE DEDUCTIONS ”: shall have the meaning set forth in Section 1.704-2(i)(2) of the Treasury Regulations. For any Partnership taxable year, the amount of Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt equal the net increase during the year, if any, in the amount of Partner Nonrecourse Debt Minimum Gain reduced (but not below zero) by proceeds of the liability that are both attributable to the liability and allocable to an increase in the Partner Nonrecourse Debt Minimum Gain.

“ PARTNERSHIP AGREEMENT ”: shall mean this Amended and Restated Limited Partnership Agreement of Ashford Hospitality Prime Limited Partnership, as amended.

“ PARTNERSHIP MINIMUM GAIN ”: shall have the meaning set forth in Sections 1.704-2(b)(2) and 1.704-2(d) of the Treasury Regulations.

For purposes of this Exhibit B , all other capitalized terms will have the same definition as in the Partnership Agreement.

Exhibit B – Page 6

EXHIBIT C

NOTICE OF EXERCISE OF REDEMPTION RIGHT

The undersigned hereby irrevocably (i) presents for redemption on                      (such date being at least 3 Business Days after the date set forth below)                      Partnership Units (as defined in the Partnership Agreement defined below) in Ashford Hospitality Prime Limited Partnership, in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Prime Limited Partnership (the “ Partnership Agreement ”), and the Redemption Right (as defined in the Partnership Agreement) referred to therein, (ii) surrenders such Partnership Units and all right, title and interest therein, and (iii) directs that the Cash Amount or REIT Shares (both as defined in the Partnership Agreement) deliverable upon exercise of the Redemption Right be delivered to the address specified below, and if REIT Shares are to be delivered, such REIT Shares be registered or placed in the name(s) and at the addresses specified below.

Exhibit C – Page 1

EXHIBIT D

NOTICE OF ELECTION BY PARTNER TO CONVERT

LTIP UNITS INTO COMMON PARTNERSHIP UNITS

The undersigned LTIP Unitholder hereby irrevocably (i) elects to convert the number of LTIP Units in Ashford Hospitality Prime Limited Partnership (the “ Partnership ”) set forth below into Common Partnership Units in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of the Partnership, as amended; and (ii) directs that any cash in lieu of Common Partnership Units that may be deliverable upon such conversion be delivered to the address specified below. The undersigned hereby represents, warrants, and certifies that the undersigned (a) has title to such LTIP Units, free and clear of the rights or interests of any other person or entity other than the Partnership; (b) has the full right, power, and authority to cause the conversion of such LTIP Units as provided herein; and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consent or approve such conversion.

Number of LTIP Units to be Converted:                     

Date to be Converted                      (such date being not less than 3 Business Days nor more than 10 Business Days prior to the Date of this Notice set forth below)

Date of this Notice:                     

Exhibit D – Page 1

EXHIBIT E

NOTICE OF ELECTION BY PARTNERSHIP TO FORCE CONVERSION

OF LTIP UNITS INTO COMMON PARTNERSHIP UNITS

Ashford Hospitality Prime Limited Partnership (the “ Partnership ”) hereby irrevocably (i) elects to cause the number of LTIP Units held by the LTIP Unitholder set forth below to be converted into Common Partnership Units in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of the Partnership, as amended.

Exhibit E – Page 1

EXHIBIT F

FORM OF PARTNERSHIP INTEREST

AND PARTNERSHIP UNIT CERTIFICATE

THE LIMITED PARTNERSHIP INTERESTS (THE “INTERESTS”) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH INTERESTS MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION OF SAID ACT AND THE RULES AND REGULATIONS THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR “BLUE SKY LAWS.”

THE INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND OTHER RESTRICTIONS SET FORTH IN THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OR WITHOUT COMPLYING WITH THE TERMS AND CONDITIONS OF SUCH AGREEMENT.

CERTIFICATE FOR

[CLASS]

UNITS(S) OF PARTNERSHIP INTEREST AND PARTNERSHIP UNITS

IN

ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP

This certifies that                      is a [limited] [general] partner of Ashford Hospitality Prime Limited Partnership (the “Partnership”) whose Partnership Interest in the Partnership, as set forth in the Limited Partnership Agreement of the Partnership, as amended and restated from time to time (the “Partnership Agreement”) represents          Unit(s) of [Class] Partnership Interest and [Class] Partnership Units in the Partnership.

In witness whereof, the General Partner of the Partnership has caused this Certificate to be signed by its duly authorized officer this      day of             , 20    .

[NO SIGNATURE GUARANTEE REQUIRED]

Exhibit F - Page 2

Exhibit 10.2

EXECUTION VERSION

ADVISORY AGREEMENT

THIS ADVISORY AGREEMENT (this “ Agreement ”), is dated and effective as of November 19, 2013 (the “ Effective Date ”), by and between ASHFORD HOSPITALITY PRIME, INC., a Maryland corporation (“ Ashford Prime ”), ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership” ), and ASHFORD HOSPITALITY ADVISORS LLC, a Delaware limited liability company (the “ Advisor ”).

WHEREAS, Ashford Prime, through its interest in the Operating Partnership, is in the business of investing in the hospitality industry including, the acquiring, developing, owning, asset managing and disposing of hotels (for purposes hereof, unless the context otherwise requires, the term “ Company ” shall collectively include Ashford Prime and the Operating Partnership);

WHEREAS, Ashford Prime is a newly formed corporation that intends to qualify as a Real Estate Investment Trust (a “ REIT ”) under the Internal Revenue Code of 1986, as amended (the “ Code ”);

WHEREAS, the Company desires to avail itself of the experience, brand relationships, lender and capital provider sources and relationships, asset management expertise, sources of information, advice, assistance and certain facilities of the Advisor and to have the Advisor provide the services hereinafter set forth, on behalf of, and subject to the supervision of, the board of directors of Ashford Prime (the “ Board of Directors ”), all as provided herein; and

WHEREAS, the Advisor is willing to provide such services to the Company on the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

1. APPOINTMENT OF ADVISOR. The Company hereby appoints the Advisor to serve as its exclusive advisor and asset manager to provide the management and real estate services specified herein on the terms and conditions set forth in this Agreement, and the Advisor hereby accepts such appointment.

2. DUTIES OF ADVISOR. Subject to the supervision of the Board of Directors, the Advisor will be responsible for the day-to-day operations of the Company (and all subsidiaries and joint ventures of the Company) and shall perform (or cause to be performed) all services relating to the acquisition and disposition of hotels, asset management, financing and operations of the Company as may be reasonably required, which shall include the following related to the Company’s hotel assets:

(a) source, investigate and evaluate acquisitions and dispositions consistent with the Company’s Investment Guidelines (as defined in Section 9.2(a) below) and make recommendations to the Board of Directors;

(b) engage and supervise, on the Company’s behalf and at the Company’s expense, third parties to provide development management, property management, project management, design and construction services, investment banking services, financial services, property disposition brokerage services, independent accounting and auditing services and tax reviews and advice, transfer agent and registrar services, feasibility studies, appraisals, engineering studies, environmental property inspections and due diligence services, underwriting review services, consulting services and all other services reasonably necessary for Advisor to perform its duties hereunder;

(c) negotiate, on the Company’s behalf, any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable representatives;

(d) coordinate and manage joint ventures with the Company, including monitoring and enforcing compliance with applicable joint venture or partnership governing documents;

(e) negotiate, on behalf of the Company, terms of hotel management agreements, franchise agreements and other contracts or agreements of the Company, and modifications, extensions, waivers or terminations thereof including, without limitation, the negotiation and approval of annual operating and capital budgets thereunder;

(f) on behalf of the Company, enforce, monitor and manage compliance of hotel management agreements, franchise agreements and other contracts or agreements of the Company, and modifications, extensions, waivers or terminations thereof;

(g) negotiate, on behalf of the Company, terms of loan documents for the Company’s financings;

(h) enforce, monitor and manage compliance, on behalf of the Company, loan documents to which the Company is a party;

(i) administer bookkeeping and accounting functions as are required for the management and operation of the Company, contract for audits and prepare or cause to be prepared such periodic reports and filings as may be required by any governmental authority in connection with the ordinary conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, the Code and any regulations or rulings thereunder, the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports, or the rules and regulations promulgated under any of the foregoing;

(j) advise and assist in the preparation and filing of all offering documents, registration statements, prospectuses, proxies, and other forms or documents filed with the Securities and Exchange Commission (the “ SEC ”) pursuant to the Securities Act of 1933, as amended, or any state securities regulators (it being understood that the Company shall be

2

responsible for the content of any and all of its offering documents, SEC filings or state regulatory filings, including, without limitation, those filings referred to in subparagraph 2(i) above, and Advisor shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents, SEC filings, state regulatory filings or other filings referred to in subparagraphs 2(i) and (j), whether or not material, and the Company shall promptly indemnify Advisor for such costs and liabilities);

(k) retain counsel, consultants and other third party professionals on behalf of the Company, coordinate, supervise and manage all consultants, third party professionals and counsel, and investigate, evaluate, negotiate and oversee the processing of claims by or against the Company;

(l) advise and assist with the Company’s risk management and oversight function;

(m) provide office space, office equipment and personnel necessary for the performance of services;

(n) perform or supervise the performance of such administrative functions reasonably necessary for the establishment of bank accounts, related controls, collection of revenues and the payment of Company debts and obligations;

(o) communicate with the Company’s investors and analysts as required to satisfy reporting or other requirements of any governing body or exchange on which the Company’s securities are traded and to maintain effective relations with such investors;

(p) advise and assist the Company with respect to the Company’s public relations, preparation of marketing materials, website and investor relation services;

(q) counsel the Company regarding qualifying, and maintaining Ashford Prime’s qualification as a REIT;

(r) assist the Company in complying with all regulatory requirements applicable to the Company;

(s) counsel the Company in connection with policy decisions to be made by the Board of Directors;

(t) furnish reports and statistical and economic research to the Company regarding the Company’s activities, investments, financing and capital market activities and services performed for the Company by the Advisor;

(u) asset manage and monitor the operating performance of the Company’s real estate investments, including the management and implementation of capital improvement programs, pursue property tax appeals (as appropriate), and provide periodic reports with respect to the Company’s investments to the Board of Directors, including comparative

3

information with respect to such operating performance and budgeted or projected operating results;

(v) maintain cash in U.S. Treasuries or bank accounts (with the understanding that Advisor’s duties shall not include providing or assisting in proactive investment management strategies or investment in securities other than U.S. Treasuries), and make payment of fees, costs and expenses, or the payment of distributions to stockholders of the Company;

(w) advise the Company as to its capital structure and capital raising;

(x) take all actions reasonably necessary to enable the Company to comply with and abide by all applicable laws and regulations in all material respects subject to the Company providing appropriate, necessary and timely funding of capital;

(y) provide the Company with an internal audit staff with the ability to satisfy any applicable regulatory requirements, including, requirements of the New York Stock Exchange and the SEC, and any additional duties that are determined reasonably necessary or appropriate by the Company’s audit committee; and

(z) take such other actions and render such other services as may reasonably be requested by the Company consistent with the purpose of this Agreement and the aforementioned services.

The Advisor shall make available sufficient experienced and appropriate personnel to perform the services and functions specified including, without limitation, the initial positions of the chief executive officer, president, chief financial officer, chief accounting officer, executive vice president-asset management, senior vice president-corporate strategy and senior vice president-finance (collectively, “ Executives ”) or such positions as Advisor deems reasonably necessary. The Advisor shall not be obligated to dedicate any of its officers or other personnel exclusively to the Company nor is the Advisor, its Affiliates or any of its officers or other employees obligated to dedicate any specific portion of its or their time to the Company or its business, except as necessary to perform the services provided above. The Advisor shall be entitled to rely on qualified experts and professionals (including, without limitation, accountants, legal counsel and other professional service providers) hired by the Advisor at the Company’s sole cost and expense. The Advisor may retain, for and on behalf, and at the sole cost and expense, of the Company, such services of any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity (each, a “ Person ”) as the Advisor deems necessary or advisable in connection with the management and operations of the Company.

Any waiver, consent, approval, modification, enforcement matter or election required to be made by the Company under the Mutual Exclusivity Agreement between the Company, Remington Lodging and Hospitality LLC (“ Remington ”) and Monty J. Bennett, dated the date hereof, as the same may be amended from time to time, or the Master Management Agreement between the Company and Remington, dated the date hereof, as the same may be amended or

4

supplemented from time to time, shall be within the exclusive discretion and control of a majority of the Independent Directors (or higher vote thresholds specifically set forth in such agreements) unless specifically delegated to the Advisor by a majority of the Independent Directors. For purposes of this Agreement, “ Independent Director ” shall mean any director of Ashford Prime who, on the date at issue, is currently serving on the Board of Directors and is “independent” as determined by application of the current rules and regulations of the New York Stock Exchange in effect as of the Effective Date of this Agreement. For purposes of this Agreement, “ Affiliate ” shall mean a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the Person in question and any officer, director, trustee, key decision-making employee, stockholder or partner of any Person referred to in the preceding clause, except that for purposes of this Agreement, the Company shall not be considered an Affiliate of the Advisor.

Any increase in the scope of duties or services to be provided by the Advisor must be jointly approved by the Company and the Advisor and will be subject to additional compensation determined in accordance with the provisions of Section 6.4 and the process set forth in Section 9.3 below.

3. AUTHORITY OF ADVISOR. Subject to the express limitations set forth in this Agreement and the continuing authority of the Board of Directors over the management of the Company, the power to direct the management, operation and policies of the Company shall be vested in the Advisor. Notwithstanding the foregoing, all material decisions with respect to annual capital plans, brand conversions, the commencement or settlement of litigation matters, investment decisions, capital market transactions, annual budgets and management and franchise options recommended by the Advisor, including the acquisition, sale, financing and refinancing of assets, shall be subject to the prior authorization of the Board of Directors, except to the extent such authority is expressly delegated by the Board of Directors to the Advisor. Additionally, if the charter or Maryland General Corporation Law require the prior approval of the Board of Directors, the Advisor may not take any action on behalf of the Company without the prior approval of the Board of Directors or duly authorized committees thereof. In such cases where prior approval is required, the Advisor will deliver to the Board of Directors such documents and supporting information as may be reasonably requested by the Board of Directors to evaluate a proposed investment (and any related financing) or other matter requiring the Board of Directors’ authorization.

4. BANK ACCOUNTS. The Advisor may establish and maintain, subject to any applicable conditions or limitations of loan documents applicable to the Company, one or more bank accounts in its own name for the account of the Company or in the name of the Company and may collect and deposit into any account or accounts, and disburse from any such account or accounts, any money on behalf of the Company, under such terms and conditions as the Board of Directors may approve, provided that no funds shall be comingled with the funds of the Advisor. The Advisor shall from time to time render appropriate accountings of such collections and payments to the Board and the independent auditors of the Company.

5. PAYMENT OF EXPENSES. In addition to the compensation paid to the Advisor pursuant to Section 6 hereof, the Company shall pay directly or reimburse the Advisor, on a

5

monthly basis, for all of the expenses paid or incurred by the Advisor or its Affiliates on behalf of the Company or in connection with the services provided to the Company pursuant to this Agreement, including, but not limited to, tax, legal, accounting, advisory, investment banking and other third party professional fees, Board of Directors’ fees, debt service, taxes, insurance (including errors and omissions insurance and any additional insurance required by Section 8.2 ), underwriting, brokerage, reporting, registration, listing fees and charges, travel and entertainment expenses, conference sponsorships, transaction diligence and closing costs, dead deal costs, dividends, office space, the cost of all equity awards or compensation plans established by the Company, including the value of awards made by the Company to the employees, officers, Affiliates and representatives of the Advisor, and any other costs which are reasonably necessary for the performance by the Advisor of its duties and functions under this Agreement and also including any expenses incurred by Advisor to comply with new or revised laws or governmental rules or regulations that impose additional duties on the Company or the Advisor in its capacity as advisor to the Company, including any personnel costs incurred to satisfy such additional duties. In addition, the Company shall pay its pro rata share of the office overhead and administrative expenses of the Advisor incurred in providing its duties pursuant to this Agreement.

The Advisor shall be responsible for all wages, salaries, cash bonus payments and benefits related to all employees of the Advisor providing services to the Company (including any officers of the Company who are also officers of the Advisor), excluding expenses related to (i) the provision of internal audit services as described in the next sentence and (ii) equity compensation awarded by the Company to employees, officers, Affiliates and representatives of the Advisor pursuant to Section 6(c) below. The Company shall reimburse the Advisor, on a monthly basis, the Company’s pro-rata portion (as reasonably agreed to between the Advisor and a majority of the Company’s Independent Directors or Ashford Prime’s audit committee, chairman of the audit committee or lead director) of all expenses related to (i) employment of the Advisor’s internal audit managers and other employees of the Advisor who are actively engaged in providing internal audit services to the Company, (ii) the reasonable travel and other out-of-pocket costs of the Advisor relating to the activities of the Advisor’s internal audit employees and the reasonable third party expenses which the Advisor incurs, in each case, in connection with providing internal audit services, and (iii) all reasonable international office expenses, overhead, personnel costs, travel and other costs directly related to Advisor’s non-Executive personnel that are located internationally. Such expenses shall include, but are not limited to, salary, wages, payroll taxes and the cost of employee benefit plans.

6. COMPENSATION.

6.1 Base Fee . The Company shall pay to the Advisor a quarterly base fee (the “ Base Fee ”) payable in arrears in cash, for services provided by the Advisor in the preceding quarter.

For purposes of this Agreement, the “Base Fee” will be equal to 0.70% per annum of the Total Enterprise Value of the Company, subject to the payment of a minimum quarterly base fee (“ Minimum Base Fee ”), if applicable. For purposes of this Agreement, “Total Enterprise Value” shall be calculated on a quarterly basis as (i) the average of the volume-weighted average price

6

per share of Ashford Prime’s common stock for each trading day of the preceding quarter multiplied by the average number of shares of Ashford Prime’s common stock outstanding during such quarter, on a fully-diluted basis (assuming all common units and long term incentive partnership units in the Operating Partnership which have achieved economic parity with common units in the Operating Partnership have been converted to common stock in the Company), plus (ii) the quarterly average of the aggregate principal amount of the Company’s consolidated indebtedness (including the Company’s proportionate share of debt of any entity that is not consolidated but excluding the Company’s joint venture partners’ proportionate share of consolidated debt), plus (iii) the quarterly average of the liquidation value of the Company’s outstanding preferred equity. The Minimum Base Fee for each quarter will be equal to the greater of (i) 90% of the Base Fee paid for the same quarter in the prior year and (ii) the G&A Ratio multiplied by the Company’s Total Enterprise Value. For purposes of this Agreement, the “ G&A Ratio ” will be calculated as the simple average of the ratios of total general and administrative expenses, less any non-cash expenses but including any dead deal costs, paid in the applicable quarter by each member of a select peer group set forth in Exhibit A (each, a “ Peer Group Member ” and collectively, the “ Peer Group ”), divided by the total enterprise value of such Peer Group Member (calculated in the same manner as the Company’s Total Enterprise Value). The G&A Ratio for each Peer Group Member will be calculated based on the financial information presented in such Peer Group Member’s Form 10-Q or 10-K periodic filings with the SEC following the end of each quarter. The Peer Group may be modified from time to time by mutual written agreement of the Advisor and a majority of the Independent Directors, negotiating in good faith.

The Base Fee, as calculated above, shall be payable in arrears no later than the 15th day following the end of each quarter (i.e., one-fourth of 0.70% of the Total Enterprise Value of the Company). The Minimum Base Fee shall be calculated as soon as practicable following the end of the quarter, and to the extent the Minimum Base Fee exceeds the Base Fee paid to the Advisor with respect to any quarter, the Company will pay the Advisor the difference between Minimum Base Fee and the Base Fee within 5 business days of final calculation of the Minimum Base Fee.

For purposes of payment of the Base Fee for a partial quarter relating to the first quarter in which this Agreement is effective or for the last quarter in which this Agreement is terminated, the Base Fee shall be calculated as 0.70% of the Total Enterprise Value of the Company, calculated using each trading day of such partial quarter prior to termination, multiplied by the number of days in the applicable quarter in which this Agreement is in effect divided by 365 or 366 days, as applicable. The Minimum Base Fee shall be similarly reduced proportionately based on the number of days in the applicable quarter in which this Agreement is in effect divided by 365 or 366 days, as applicable.

6.2 Incentive Fee . In each year that the Company’s total shareholder return exceeds the average total shareholder return for the Peer Group (the “ Incentive Fee Threshold ”), the Company shall pay to the Advisor an incentive fee (the “ Incentive Fee ”), calculated as set forth in the following paragraph. For purposes of this Agreement, beginning with the calendar year ending December 31, 2013, the Company’s total shareholder return will be calculated using the year-end stock price equal to the closing price of Ashford Prime’s common stock on the last

7

trading day of the year, assuming all dividends on the common stock are reinvested into additional shares of Ashford Prime common stock as compared to the closing stock price of Ashford Prime’s common stock on the last trading day of the prior year. The average total shareholder return for each Peer Group Member will be calculated in the same manner, and the average for the Peer Group will be the simple average of the total shareholder return for each Peer Group Member. For the purposes of calculating the Company’s total shareholder return for the year ending December 31, 2013, the starting price of the Company’s common stock will be based on the closing price of the Company’s common stock on the first trading day on which the Company’s common stock is listed and available for trading on the New York Stock Exchange or other national securities exchange, and for each Peer Group Member, the starting price will be based on the closing price of such company’s common stock on the same day.

If the Company’s total shareholder return exceeds the Incentive Fee Threshold with respect to any calendar year (or stub period), the annual Incentive Fee payable to the Advisor for such calendar year (or stub period) shall be calculated, for each year (or stub period) beginning with the stub period ending December 31, 2013, as (i) 10% of the amount (expressed as a percentage) by which the Company’s annual total shareholder return exceeds the Incentive Fee Threshold, multiplied by (ii) the Fully Diluted Equity Value (defined below) of the Company at December 31 of such calendar year; provided, for the stub period ending December 31, 2013, the product from the preceding calculation shall be reduced proportionately based on the number of days in which this Agreement is in effect for the calendar year 2013 divided by 365 days. The Company’s “ Fully Diluted Equity Value ” shall be calculated by assuming that all units in the Operating Partnership, including long term incentive partnership units of the Operating Partnership that have achieved economic parity with the common units of the Operating Partnership, if any, are converted into common stock and that the per share value of each share of our common stock is equal to the closing price of the Company’s common stock on the last trading day of the year.

If this Agreement is terminated on a day other than the last trading day of a calendar year, then the Company’s total shareholder return, the Incentive Fee Threshold and the total shareholder return for each Peer Group Member will be calculated using the stock price of Ashford Prime’s common stock and each Peer Group Member’s common stock closing price on the last trading day immediately preceding the date of termination of this Agreement.

The Incentive Fee, if any, shall be payable in arrears on an annual basis, on or before January 15 following each year or on the date of termination of this Agreement, if applicable. Except in the case when the Incentive Fee is payable on the date of termination of this Agreement, up to 50% of the Incentive Fee may be paid by the Company, at the option of the Company, in shares of common stock of Ashford Prime or common units of the Operating Partnership, with the balance payable in cash, unless at the time for payment of the Incentive Fee, the Advisor (or its Affiliates) owns common stock or common units in an amount (determined with reference to the closing price of the Company’s common stock on the last trading day of the year or stub period) greater than or equal to three times the Base Fee for the preceding four quarters (the “ Base Fee Limitation ”). If the Advisor owns common stock or common units in an amount more than the Base Fee Limitation, then the entire Incentive Fee shall be paid by the Company in cash.

8

6.3 Equity Compensation . To incentivize employees, officers, consultants, non-employee directors, Affiliates or representatives of the Advisor to achieve goals and business objectives of the Company, as established by the Board of Directors, in addition to the Base Fee and the Incentive Fee set forth above, the Board of Directors will have the authority to and shall make recommendations of annual equity awards to the Advisor or directly to employees, officers, consultants, non-employee directors, Affiliates or representatives of the Advisor, based on the achievement by the Company of certain financial or other objectives established by the Board of Directors.

The Company, at its option, may choose to issue such compensation in the form of equity awards in Ashford Prime or the Operating Partnership, unless and to the extent that receipt of such equity awards would adversely affect the Company’s status as a REIT, in which case, the equity awards shall be limited to equity awards in the Operating Partnership. For a period of one year from the date of issuance, any such equity awards in the Operating Partnership shall not be transferable, except by operation of law, without the written consent of the General Partner which consent may be withheld in the sole and absolute discretion of the General Partner; provided, however, the Advisor may assign, without the consent of the General Partner, such equity awards to employees, officers, consultants, non-employees, directors, Affiliates or representatives of Advisor provided the one-year restriction on transfer shall remain applicable to such assignee. In addition, except as expressly provided above, any transfer of such equity awards at any time must comply with the transfer restrictions of Ashford Prime OP’s partnership agreement or the Company’s charter and bylaws, as applicable.

6.4 Additional Services . If, and to the extent that, the Company requests the Advisor to render services on behalf of the Company other than those required to be rendered by the Advisor under this Agreement, such additional services shall be compensated separately at Market Rates as determined in accordance with the process set forth in Section 9.3 below.

7. LIMITATION ON ACTIVITIES. Notwithstanding anything in this Agreement to the contrary, the Advisor shall not take any action (unless directed by the Board of Directors, in which case the Company shall indemnify and hold harmless Advisor and each of its officers, directors, employees, members, managers, agents and representatives, from and against any and all claims, liabilities, costs and expenses threatened or incurred by Advisor or any other indemnified person, which, directly or indirectly, results from the Advisor following the directive of the Board of Directors), which would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, (c) knowingly and intentionally violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company (provided that without adequate assurance of funding by the Company necessary for compliance, Advisor shall not be responsible for such violations and the Company shall indemnify and hold harmless Advisor and each of its officers, directors, employees, members, managers, agents and representatives, from and against all claims, liabilities, costs and expenses threatened or incurred by Advisor, directly or indirectly, as a result of the Company’s failure to timely fund adequate capital to comply with any applicable law, rule or regulation), (d) violate any of the rules or regulations of any

9

exchange on which the Company’s securities are listed or (e) violate the Company’s charter, bylaws or resolutions of the Board of Directors, all as in effect from time to time.

The Advisor acknowledges receipt of the Company’s Code of Business Conduct and Ethics, Code of Conduct for CEO, CFO and CAO, and Policy on Insider Training, and agrees to require its employees who provide services to the Company to comply with such codes and policies.

8. LIMITATION OF LIABILITY AND INDEMNIFICATION.

8.1 Limitation on Liability . The Advisor shall have no responsibility other than to render the services and take the actions described herein in good faith and with the exercise of due care and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendation of the Advisor. The Advisor (including its officers, directors, managers, employees and members) will not be liable for any act or omission by the Advisor (or its officers, directors, managers, employees and members) performed in accordance with and pursuant to this Agreement, except by reason of acts constituting gross negligence, bad faith, willful misconduct or reckless disregard of its duties under this Agreement.

8.2 Insurance Coverage of the Advisor . The Advisor shall maintain errors and omissions insurance coverage and other insurance coverage in amounts which are customarily carried by asset managers performing functions similar to those of the Advisor under this Agreement. No fidelity bond shall be required.

8.3 Indemnification .

(a) The Company shall reimburse, indemnify and hold harmless the Advisor and its partners, directors, officers, stockholders, managers, members, agents, employees and each other Person, if any, controlling the Advisor (each, an “ Advisor Indemnified Party ”), to the full extent lawful, from and against any and all losses, claims, damages or liabilities of any nature whatsoever (“ Losses ”) with respect to or arising from any acts or omission of the Advisor (including ordinary negligence) in its capacity as such, except with respect to losses, claims, damages or liabilities with respect to or arising out of such Advisor Indemnified Party’s gross negligence, bad faith or willful misconduct, or reckless disregard of its duties under this Agreement.

(b) The Advisor shall reimburse, indemnify and hold harmless the Company, and its partners, directors, officers, stockholders, managers, members, agents, employees and each other Person, if any, controlling the Company (each, a “ Company Indemnified Party ”; Advisor Indemnified Party and Company Indemnified Party are each sometimes hereinafter referred to as an “ Indemnified Party ”) of and from any and all Losses in respect of or arising from (i) any acts or omissions of the Advisor constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of the Advisor under this Agreement or (ii) any claims by the Advisor’s employees relating to the terms and conditions of their employment by the Advisor.

10

(c) Notwithstanding the indemnification provisions in Section 8.3(a) and Section 8.3(b) above, indemnification will not be allowed for any liability arising from or out of a violation of state or federal securities laws by an Indemnified Party. Indemnification will be allowed for settlements and related expenses of lawsuits alleging securities law violations, and for expenses incurred in successfully defending such lawsuits, provided that a court either (i) approves the settlement and finds that indemnification of the settlement and related costs should be made, or (ii) approves indemnification of litigation costs if a successful defense is made. If indemnification is unavailable as a result of this Section 8.3(c) , the indemnifying party shall contribute to the aggregate losses, claims, damages or liabilities to which the Indemnified Party may be subject in such amount as is appropriate to reflect the relative benefits received by each of the indemnifying party and the party seeking contribution on the one hand and the relative faults of the indemnifying party and the party seeking contribution on the other, as well as any other relevant equitable considerations.

(d) Promptly after receipt by an Indemnified Party of notice of the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to be made pursuant hereto, notify the indemnifying party in writing of the commencement thereof; but the omission to so notify the indemnifying party shall not relieve it from any liability that it may have to any Indemnified Party pursuant to this Section 8.3 . In case any such action shall be brought against an Indemnified Party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to such Indemnified Party and, after notice from the indemnifying party to such Indemnified Party of its election to assume the defense thereof, the indemnifying party shall not be liable to such Indemnified Party under Section 8.3(a) or (b)  hereof, as applicable, for any legal expenses of other counsel or any of the expenses, in each case subsequently incurred by such Indemnified Party, unless (i) the indemnifying party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and Indemnified Party and representation of both parties by the same counsel would be inappropriate in the reasonable opinion of the Indemnified Party, due to actual or potential differing interests between them. The obligations of the indemnifying party under this Section 8.3 shall be in addition to any liability which the indemnifying party otherwise may have.

(e) The Company shall be required to advance funds to an Indemnified Party for legal expenses and other costs incurred as a result of any legal action or proceeding if a claim in respect thereof is to be made pursuant hereto and if requested by such Indemnified Party if (i) such suit, action or proceeding relates to or arises out of, or is alleged to relate to or arise out of or has been caused or alleged to have been caused in whole or in part by, any action or inaction on the part of the Indemnified Party in the performance of its duties or provision of its services on behalf of the Company; and (ii) the Indemnified Party undertakes to repay any funds advanced pursuant to this Section 8.3(3) in cases in which such Indemnified Party would not be entitled to indemnification under Section 8.3(a) . If advances are required under this Section 8.3(3) , the Indemnified Party shall furnish the Company with an undertaking as set forth in clause (ii) of the preceding sentence and shall thereafter have the right to bill the Company

11

for, or otherwise require the Company to pay, at any time and from time to time after such Indemnified Party shall become obligated to make payment therefor, any and all reasonable amounts for which such Indemnified Party is entitled to indemnification under Section 8.3 , and the Company shall pay the same within thirty (30) days after request for payment. In the event that a determination is made by a court of competent jurisdiction or an arbitrator that the Company is not so obligated in respect of any amount paid by it to a particular Indemnified Party, such Indemnified Party will refund such amount within sixty (60) days of such determination, and in the event that a determination by a court of competent jurisdiction or an arbitrator is made that the Company is so obligated in respect to any amount not paid by the Company to a particular Indemnified Party, the Company will pay such amount to such Indemnified Party within thirty (30) days of such final determination, in either case together with interest at the current prime rate plus two percent (2%) from the date paid until repaid or the date it was obligated to be paid until the date actually paid.

9. RELATIONSHIP OF ADVISOR AND COMPANY.

9.1 Relationship .

(a) The Company and the Advisor are not partners or joint venturers with each other, and nothing in this Agreement shall be construed to make them such partners or joint venturers. Nothing herein contained shall prevent the Advisor from engaging in other activities, including, without limitation, the rendering of advice to other Persons (including other REITs) and to the management of Ashford Hospitality Trust, Inc. (“ Ashford Trust ”), the Advisor’s parent, or other programs advised, sponsored or organized by the Advisor or its Affiliates. Notwithstanding the preceding sentence, the Advisor may not act as an external advisor for an entity with Investment Guidelines substantially similar to the Company’s Initial Investment Guidelines (as set forth in Section 9.2(a) below); provided, however, that if the Company revises its Investment Guidelines, the Advisor will not be restricted from advising other Persons with Investment Guidelines that conflict with the Investment Guidelines of the Company. The Company shall not revise its Investment Guidelines to be directly competitive with all or any portion of the Investment Guidelines of Ashford Trust as of the date hereof. The Company acknowledges that Ashford Trust’s investment guidelines as of the date hereof include all segments of the hospitality industry (including, without limitation, direct, joint venture and debt investments in hotels, condo-hotels, time-shares and other hospitality related assets), with RevPAR criteria less than two times the then-current U.S. average RevPAR, and the Company further acknowledges that any subsequent change to Ashford Trust’s Investment Guidelines, including in connection with any future spin-off, carve-out, split-off or other consummation of a transfer of a division or subset of assets for the purpose of forming a joint venture, a newly created private platform or a new publicly traded company will not have any impact on or change the “Investment Guidelines of Ashford Trust as of the date hereof” for purposes of enforcing this Section 9 . Except as described in this Section 9.1 , this Agreement shall not limit or restrict the right of any manager, director, officer, employee or equityholder of the Advisor or its Affiliates to engage in any other business or to render services of any kind to any other Person. The Advisor may, with respect to any investment in which the Company is a participant, also render advice and service to each and every other participant therein. While the

12

information and recommendations provided to the Company shall, in the Advisor’s reasonable and good faith judgment, be appropriate under the circumstances, they may be different from those supplied to other persons.

(b) To the extent the Advisor deems an investment opportunity suitable for recommendation, the Advisor must present any such individual investment opportunity that satisfies the Company’s Initial Investment Guidelines (as set forth and subject to the limitations in Section 9.2 below) to the Company, and the Board of Directors will have 10 business days to accept such opportunity prior to it being available to Ashford Trust or any other Person advised by the Advisor. Except as set forth in the preceding sentence, the Company recognizes that it is not entitled to preferential treatment and is only entitled to equitable treatment in receiving information, recommendations and other services. The Company shall have the benefit of the Advisor’s best judgment and effort, and the Advisor shall not undertake any activities that, in its good faith judgment, will materially and adversely affect the performance of its obligations under this Agreement.

(c) The parties hereto agree and acknowledge that each of the Company, the Advisor and Ashford Trust, as well as other companies that the Advisor may advise in the future, may benefit from the strategic relationships between such companies and accordingly intend to cooperate to achieve results that are in the best interests of each such entities’ respective shareholders. From time to time, as may be determined by the independent directors of the Advisor, the Company, Ashford Trust and any other company subsequently advised by the Advisor, each such entity may provide financial accommodations, guaranties, back-stop guaranties, and other forms of financial assistance to the other entities on terms that the respective Independent Directors determine to be fair and reasonable.

9.2 Conflicts of Interest .

(a) To minimize conflicts with Ashford Trust and the Company, both of which are advised by the Advisor, Ashford Trust and the Company have identified the asset type that such party intends to select as its principal investment focus and to set parameters for its real estate investments, including parameters primarily relating to RevPAR, segments, markets and other factors or financial metrics. The asset type, together with the relevant parameters for investments are referred to as such Person’s “ Investment Guidelines ,” and the “ Initial Investment Guidelines ” of the Company are the Investment Guidelines of the Company as set forth below. The Board of Directors may modify or supplement, after consultation with Advisor, the Company’s Investment Guidelines upon written notice to the Advisor from time to time (subject, however, to the prohibition in Section 9.1(a) restricting the Company from changing its Initial Investment Guidelines to be directly competitive with all or any portion of Ashford Trust’s Investment Guidelines as of the date hereof). As of the Effective Date, the Advisor is a subsidiary of Ashford Trust and advises Ashford Trust, and also, commencing on the Effective Date, advises the Company. The Advisor may enter into an advising relationship with additional companies in the future, subject to the restrictions set forth in Section 9.1(a) . The Company hereby declares its Initial Investment Guidelines to be hotel real estate assets primarily consisting of equity or ownership interests, as well as debt investments when such debt is acquired with the intent of obtaining an equity or ownership interest, in:

13

When determining whether an asset satisfies the Company’s Investment Guidelines, the Advisor shall make a good faith determination of projected RevPAR, taking into account historical RevPAR as well as such additional considerations as conversions or reposition of assets, capital plans, brand changes and other factors that may reasonably be forecasted to raise RevPAR after stabilization of such initiative.

(b) If the Company materially modifies its Initial Investment Guidelines set forth in Section 9.2(a) above without the written consent of the Advisor, the Advisor will not have an obligation to present investment opportunities to the Company as set forth in Section 9.1(b) above at any time thereafter, regardless of any subsequent modifications by the Company to its Investment Guidelines. Instead, the Adviser shall use its best judgment in determining how to allocate investment opportunities to Persons (including Ashford Trust and the Company) which Advisor advises, taking into account such factors as the Advisor deems relevant, in its discretion, subject to any then existing or future obligations that the Advisor may have to other Persons. The Company acknowledges that if it materially modifies its Initial Investment Guidelines, it will not be entitled to preferential treatment from the Advisor and only will be entitled to the Advisor’s best judgment in allocating investment opportunities.

(c) In the event that the Advisor obtains a portfolio acquisition opportunity composed of asset types that satisfies the Initial Investment Guidelines of the Company and Ashford Trust or, as applicable, one or more other Persons managed by the Advisor, the Advisor will endeavor in its good faith judgment to present such opportunity to the Board of Directors, Ashford Trust and, if applicable, such other Person(s) to the extent the portfolio can be reasonably divided by asset type and acquired on the basis of such asset types in satisfaction of each Person’s Investment Guidelines. If the board of directors of Ashford Trust, the Board of Directors and, if applicable, such other Person(s) approve its portion of such acquisition, Ashford Trust, the Company and, if applicable, such other Person(s) will cooperate in good

14

faith in completing the acquisition of the portfolio. If the portfolio cannot be reasonably separated by asset type, the Advisor shall allocate portfolio investment opportunities between the Company, Ashford Trust and, if applicable, other Persons advised by the Advisor, in a fair and equitable manner consistent with the investment objectives of the Company, Ashford Trust and, if applicable, other Persons advised by the Advisor. In making this determination, the Advisor will consider, in its sole discretion, the Investment Guidelines and investment strategy of each entity with respect to the acquisition of properties, portfolio concentrations, tax consequences, regulatory restrictions, liquidity requirements, leverage and other factors deemed appropriate by the Advisor. Notwithstanding the foregoing, if the Company materially modifies its Initial Investment Guidelines set forth in Section 9.2(a) above without the written consent of the Advisor, the Advisor will not have an obligation to present portfolio acquisition opportunities to the Company as set forth in this Section 9.2(c) at any time thereafter, regardless of any subsequent modifications by the Company to its Investment Guidelines. Instead, the Adviser shall use its best judgment in determining how to allocate such portfolio investment opportunities to Persons (including Ashford Trust and the Company) which Advisor advises, taking into account such factors as the Advisor deems relevant, in its discretion, subject to any then existing or future obligations that the Advisor may have to other Persons. In making the allocation determination with respect to any portfolio opportunity, the Advisor will have no obligation to make any such portfolio investment opportunity available to the Company.

9.3 Exclusive Provider of Products or Services . At any time the Company desires to engage a third party for the performance of services or delivery of products and provided that the Company has the right to control the decision on the award of the applicable contract, the Advisor shall have the exclusive right to provide such service or product at market rates for the provision of such services (“ Market Rates ”). For purposes of this Agreement, Market Rates shall be determined by reference to fees charged by third party providers who are not discounting such fees as a result of fees generated from other sources.

If the Company, after consultation with the Advisor, intends to solicit bids or enter the market for a particular service or product, the Company shall afford the Advisor the opportunity to provide such service or product. In any event, the Advisor shall be provided at least 20 days to elect to provide such service or product at Market Rates. If a majority of the Independent Directors of the Company affirmatively vote that the proposed pricing of the Advisor is not at Market Rates, then the Company and Advisor shall engage a consultant acceptable to the parties to determine the Market Rate for such services. If the consultant’s opinion reflects fees lower than the pricing proposed by the Advisor, the Advisor will pay the expenses of the Consultant and shall have the option to provide the services or product at the Market Rate as determined by the consultant. If the Consultant determines that the proposed pricing by the Advisor is at or below Market Rates, then the Company shall pay the expenses of the Consultant and shall engage Advisor at the Market Rate as determined by the consultant.

9.4 The Ashford Name . The Advisor and its Affiliates have a proprietary interest in the trademarked “Ashford” name and logo. The Advisor hereby grants to the Company a non-transferable, non-assignable, non-exclusive royalty-free right and license to use the “Ashford” name and logo during the term of this Agreement. Accordingly, and in recognition

15

of this right, if at any time the Company ceases to retain the Advisor or one of its Affiliates to perform advisory services for the Company, the Company will, within 60 days after receipt of written request from the Advisor, cease to conduct business under or use the name “Ashford” or any derivative thereof and the Company shall change its name and the names of any of its subsidiaries to a name that does not contain the name “Ashford” or any other word or words that might, in the reasonable discretion of the Advisor, be susceptible of indication of some form of relationship between the Company and the Advisor or any its Affiliates. At such time, the Company will also make any changes to any trademarks, servicemarks, logos, or other marks necessary to remove any references to the word “Ashford.” Consistent with the foregoing, it is specifically recognized that the Advisor or one or more of its Affiliates has in the past and may in the future organize, sponsor or otherwise permit to exist other investment vehicles (including vehicles for investment in real estate) and financial and service organizations having “Ashford” as a part of their name and using the “Ashford” logo, all without the need for any consent (and without the right to object thereto) by the Company.

10. BOOKS AND RECORDS. All books and records compiled by the Advisor in the course of discharging its responsibilities under this Agreement shall be the property of the Company and shall be delivered by the Advisor to the Company immediately upon any termination of this Agreement regardless of the grounds for such termination (including, but not limited to, a breach by the Company of this Agreement); provided, however, that the Advisor shall have reasonable access to such books and records to the extent reasonably necessary in connection with the conduct of its services hereunder. The Advisor shall not maintain or assert any lien against or upon any of the books and records. During the term of this Agreement, the books and records of the Company maintained by the Advisor shall be accessible for inspection by any designated representative of the Company upon reasonable advance notice and during normal business hours.

11. CONFIDENTIALITY. The Advisor shall keep confidential any and all non-public information (“ Confidential Information ”), written or oral, obtained by it in connection with the performance of services to the Company except that the Advisor may share such Confidential Information (i) with Affiliates, officers, directors, employees, agents and other parties who need such Confidential Information for the Advisor to be able to perform its duties hereunder, (ii) with appraisers, lenders, bankers and other parties as necessary in the ordinary course of the Company’s business, (iii) in connection with any governmental or regulatory filings of the Company, filings with the New York Stock Exchange or other applicable securities exchanges or markets, or disclosure or presentations to Company investors (subject to compliance with Regulation FD), (iv) with governmental officials having jurisdiction over the Company and (v) as required by law.

Nothing will prevent the Advisor from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy under this Agreement, or (iv) to the Advisor’s legal counsel or independent auditors; provided, however that with respect to (i) and

16

(ii), so long as legally permissible, the Advisor will give notice to the Company so that the Company may seek, at its sole expense, an appropriate protective order or waiver.

For purposes of this Agreement, Confidential Information shall not include (i) information that is available to the public from a source other than the Advisor, (ii) information that is released in writing by the Company to the public or to persons who are not under similar obligations of confidentiality to the Company, or (iii) information that is obtained by the Advisor from a third-party which, to the best of the Advisor’s knowledge, does not constitute a breach by such third-party of an obligation of confidence.

12. TERM AND TERMINATION.

(a) This Agreement shall have an initial term of five (5) years from the Effective Date and shall be automatically extended for successive one year terms thereafter without further action by either the Company or the Advisor unless earlier terminated, as provided herein. This Agreement shall be automatically renewed for additional one (1) year terms commencing on the 5th anniversary of the Effective Date unless:

If the reason for non-renewal specified by the Company in its Termination Notice is (ii)(B) above, then the Advisor may, at its option, provide a notice of proposal to renegotiate the Base Fee and Incentive Fees (a “ Renegotiation Proposal ”) not less than 150 days prior to the pending termination date. Thereupon, each party shall use its commercially reasonable efforts to negotiate in good faith to find a resolution on fees within 120 days following the Company’s receipt of the Renegotiation Proposal. If a resolution is achieved between the Advisor and at least two-thirds of the Independent Directors of the Company within the 120 day period, then the Advisory Agreement shall continue in full force and effect with modification only to the agreed upon Base Fee and/or Incentive Fee.

(b) The Advisor may also, at any time, terminate this Agreement upon a default by the Company in the performance or observance of any material term, condition or

17

covenant under this Agreement; provided, however, that the Advisor must, before terminating this Agreement, give written notice of the default to the Company and provide the Company with an opportunity to cure the default within 45 days, or if such cure is not reasonably susceptible to cure within 45 days, such additional cure period as is necessary to cure the default so long as the Company is diligently and in good faith pursuing such cure and the additional cure period does not exceed 90 days.

(c) The Company may also, at any time, terminate this Agreement:

18

“ Advisor Change of Control ” shall be deemed to have occurred upon any of the following events affecting Ashford Trust or Advisor; provided, however, if Advisor is no longer a subsidiary of Ashford Trust as a result of a permitted assignment under Section 14 hereof or otherwise through a transaction not constituting an Advisor Change of Control, then an Advisor Change of Control shall be deemed to have occurred upon any of the following events that affect Advisor only (and no Advisor Change of Control shall be deemed to have occurred if such event affects Ashford Trust):

19

(d) Upon any termination of this Agreement (including a termination pursuant to Section 16 hereof), the parties shall have the following obligations (“ Termination Obligations ”):

20

(e) The following Sections, including the rights and obligations contained therein, shall survive the termination of this Agreement:

13. NOTICES. Any notices, instructions or other communications required or contemplated by this Agreement shall be deemed to have been properly given and to be effective

21

upon delivery if delivered in person, sent electronically or upon receipt if sent by courier service. All such communications to the Company shall be addressed as follows:

Ashford Hospitality Prime, Inc.

14185 Dallas Parkway, Suite 1100

Dallas, TX 75254

Attn: Chief Executive Officer

With a copy to:

Ashford Hospitality Prime, Inc.

14185 Dallas Parkway, Suite 110

Dallas, TX 75254

Attn: General Counsel

All such communications to the Advisor shall be addressed as follows:

Ashford Hospitality Advisors LLC

14185 Dallas Parkway, Suite 1100

Dallas, TX 75254

Attn: Chief Executive Officer

With a copy to:

Ashford Hospitality Advisors LLC

14185 Dallas Parkway, Suite 1100

Dallas, TX 75254

Attn: General Counsel

Either party hereto may designate a different address by written notice to the other party delivered in accordance with this Section 13 .

14. DELEGATION OF RESPONSIBILITY AND ASSIGNMENT.

(a) Notwithstanding anything in this Agreement, the Advisor shall have the power to delegate all or any part of its rights and powers to manage and control the business and affairs of the Company to such officers, employees, Affiliates, agents and representatives of the Advisor or the Company as it may deem appropriate. Any authority delegated by the Advisor to any other person shall be subject to the limitations on the rights and powers of the Advisor specifically set forth in this Agreement or the charter of the Company.

The Advisor may assign this Agreement to any Affiliate that remains under the control of Ashford Trust without the consent of the Company. The Advisor may also assign this Agreement to a newly formed publicly traded company without Company approval in connection with a spin-off, carve-out, split-off or distribution to the Advisor’s or Ashford Trust’s stockholders.

22

(b) The Company may not assign this Agreement without the prior written consent of the Advisor, except in the case of assignment by the Company to another REIT or other organization that is a successor, by merger, consolidation, purchase of assets, or other similar transaction, to the Company.

15. FUTURE SPIN-OFF BY THE COMPANY. If the Company elects to spin-off, carve-out, split-off or otherwise consummate a transfer of a division or subset of assets for the purpose of forming a joint venture, a newly created private platform or a new publicly traded company to hold such division or subset of assets constituting a distinct asset type and/or Investment Guidelines (collectively, a “ Spin-Off Company ”), the Company and Advisor agree that such Spin-Off Company shall be externally advised by the Advisor pursuant to an advisory agreement containing substantially the same material terms set forth in this Agreement.

16. TERMINATION FOR CONVENIENCE UPON CHANGE OF CONTROL OF COMPANY. Upon a Company Change of Control (defined below), the Company shall have the right, at its election, to terminate this Agreement upon the payment of the COC Termination Fee (defined below) and subject to the conditions and terms of this Section 16 .

(a) “ Company Change of Control ” shall mean any of the following events:

23

(b) If the Company desires to enter into a transaction which constitutes a Company Change of Control and the Board of Directors approves (subject to diligence, shareholder approval, conditions or otherwise) such proposed transaction, the Company shall promptly notify the Advisor in writing (the “ Transaction Notice ”), or in any event within five (5) business days following the Board approval. The Transaction Notice shall set forth in reasonable detail the material terms of the proposed Company Change of Control transaction, the proposed timing, pricing, identity of the acquirer(s), and all material conditions including, without limitation, whether or not the proposed transaction is conditioned upon the termination of this Agreement. If the proposed Company Change in Control transaction is not conditioned upon a termination of this Agreement, this Agreement shall continue in full force and effect following the closing of the Company Change of Control transaction with the Company, the acquirer or successor, as the case may be. If the proposed Company Change in Control transaction is conditioned upon the termination of this Agreement, then subject to the payment of the COC Termination Fee, together will all other Base Fees, Incentive Fees, and other charges, costs and reimbursements accrued through the date of termination of this Agreement required to be paid to Advisor pursuant to the terms of this Agreement, the Company may elect to terminate this Agreement by setting forth its election in the Transaction Notice or by written notice to Advisor, which notice must be delivered at least sixty (60) days prior to the closing of the Company Change of Control transaction. As a condition to the effectiveness of a termination of this Agreement, the Company shall pay to Advisor the COC Termination Fee (together with all other Base Fees, Incentive Fees, and other charges, costs and reimbursements accrued through the date of termination of this Agreement) on the closing of the Company Change of Control transaction. If an election to terminate this Agreement is not timely made by the Company, this Agreement shall continue in full force and effect with the Company, acquirer or successor, as the case may be.

(c) If a Company Change in Control occurs by reason of an action not taken by the Board but through an involuntary action, then, within ten (10) days following the occurrence of such Company Change in Control, the Company may elect by delivering written notice thereof to Advisor, subject to the payment of the COC Termination Fee (together with all Base Fees, Incentive Fees, and other charges, costs and reimbursements accrued through the date of termination of this Agreement required to be paid to Advisor pursuant to the terms of this Agreement), to terminate this Agreement, which such termination may occur no earlier than thirty (30) days or greater than sixty (60) days following the date such written election is received by Advisor. If such election is timely made by the Company, the Company shall pay to Advisor, on the termination date of this Agreement, the COC Termination Fee and all Base Fees, Incentive Fees, and other charges, costs and reimbursements accrued through the date of termination of this Agreement required to be paid pursuant to the terms of this Agreement. If an election to terminate this Agreement is not timely made by the Company, this Agreement shall continue in full force and effect with the Company, acquirer or successor, as the case may be.

24

(d) The “ COC Termination Fee ” payable to the Advisor in cash, for purposes of a termination of this Agreement shall be calculated as follows:

(A) 14 multiplied by the earnings of the Advisor attributable to this Agreement, after costs and expenses (including taxes) of the Advisor attributable to the performance of its duties under this Agreement (“ Net Earnings ”) for the 12-month period preceding the termination date of this Agreement; plus

(B) an additional amount such that the total net amount received by Advisor after the reduction by assumed state and federal income taxes at an assumed combined rate of 40% on the amounts described in (A) and (B) shall equal the amount described in (A).

(A) 1.1 times the greater of:

(I) 12 multiplied by the Net Earnings of the Advisor for the 12-month period preceding the termination date of this Agreement; or

(II) the earnings multiple (based on net earnings after taxes) for the Advisor’s common stock for the 12-month period preceding the termination date of this Agreement multiplied by the Net Earnings of the Advisor for the 12-month period preceding the termination date of this Agreement; or

(III) the simple average of the earnings multiples (based on net earnings after taxes) for the Advisor’s common stock for each of the three fiscal years preceding the termination date of this Agreement, multiplied by the Net Earnings of the Advisor for the 12-month period preceding the termination date of this Agreement, plus

(B) an additional amount such that the total net amount received by Advisor after the reduction by assumed state and federal income taxes at an assumed combined rate of 40% on the amounts described in (A) and (B) shall equal the amount described in (A).

(e) Following the closing of a Company Change in Control Transaction and termination of this Agreement pursuant to this Section 16 , the Advisor will reasonably

25

cooperate in an orderly transition of management for a period of up to thirty (30) days for the payment of Base and Incentive Fees based on the average monthly amounts for the three (3) months prior to the Transaction Notice, or in the case of a termination pursuant to Section 16(c) above, based on the average monthly amounts for the three (3) months prior to the public announcement of the Company Change in Control.

17. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADVISOR. The Advisor represents and warrants to, and covenants and agrees with, the Company as follows:

(a) The Advisor, taking into account its own personnel and the personnel available to it through its Affiliates, has access to personnel trained and experienced in the business of acquisitions, leasing of hotels, asset management, financing, the ownership and dispositions of hotels and such other areas as may be necessary and sufficient to enable the Advisor to perform its obligations under this Agreement.

(b) The Advisor shall comply with all laws, rules, regulations and ordinances applicable to the performance of its obligations under this Agreement.

Neither the Advisor nor any of its Affiliates is party to or otherwise bound by or, during the term of this Agreement (including any extension thereof), will become party to or otherwise bound by, any agreement that would restrict or prevent (i) the Advisor from performing any obligation contemplated by this Agreement or (ii) the Company from operating its business as proposed to be conducted, including, without limitation, acquiring any hotel in any geographic market in the United States or any foreign country.

18. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflict of laws principals thereof.

19. ENTIRE AGREEMENT. This Agreement reflects the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes and replaces all agreements between the Company and the Advisor with respect to the subject matter hereof.

20. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and be binding upon the parties to this Agreement and their respective successors and permitted assigns, and no other Person shall acquire or have any right under, or by virtue of, this Agreement. The Company shall be entitled to assign this Agreement to any successor to all or substantially all of its assets, rights and/or obligations; the Advisor shall have the right to assign this Agreement to any Affiliate (as such term is defined in Section 2 ).

21. AMENDMENT, MODIFICATIONS AND WAIVER. This Agreement hereto shall not be altered or otherwise amended in any respect, except pursuant to an instrument in writing signed by the parties hereto; provided, that any additions to or deletions from the Peer Group Members identified in Exhibit A shall only be made with the approval of a majority of the Independent Directors of the Company and a majority of the Independent Directors of Ashford

26

Trust, the indirect parent of the Advisor. The waiver by a party of a breach of any provisions of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

22. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which shall constitute one and the same agreement.

(SIGNATURES BEGIN ON NEXT PAGE)

* * * * *

27

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

[Signature page to the Advisory Agreement]

Exhibit A

Peer Group Members

Strategic Hotels and Resorts, Inc.

Chesapeake Lodging Trust

DiamondRock Hospitality Co.

Lasalle Hotel Properties

Pebblebrook Hotel Trust

Sunstone Hotel Investors, Inc.

A-1

Exhibit 10.3

EXECUTION VERSION

RIGHT OF FIRST OFFER AGREEMENT

THIS RIGHT OF FIRST OFFER AGREEMENT (this “ Agreement ”), is dated and effective as of November 19, 2013 (the “ Effective Date ”), by and between ASHFORD HOSPITALITY TRUST, INC., a Maryland corporation (“ Ashford Trust ”), and ASHFORD HOSPITALITY PRIME, INC., a Maryland corporation (“ Ashford Prime ”) (Ashford Trust and Ashford Prime are referred to herein as a “ Party ”).

WHEREAS, each of Ashford Prime and Ashford Trust is in the business of investing in the hospitality industry through their interests in their respective operating partnerships, Ashford Hospitality Prime Limited Partnership, (“ Ashford Prime OP ”) and Ashford Hospitality Limited Partnership (“ Ashford Trust OP ”) (collectively, the “ Operating Partnerships ”), including through the acquiring, developing, owning and disposing of hotels (for purposes hereof, unless the context otherwise requires, the term “ Ashford Prime ” and “ Ashford Trust ” shall include their respective Operating Partnerships);

WHEREAS, Ashford Hospitality Advisor LLC (“ Ashford Advisor ”) provides advisory services to Ashford Trust pursuant to that certain Advisory Agreement of even date herewith by and between Ashford Trust, Ashford Trust OP and Ashford Advisor (the “ Ashford Trust Advisory Agreement ”);

WHEREAS, Ashford Advisor provides advisory services to Ashford Prime pursuant to that certain Advisory Agreement of even date herewith by and between Ashford Prime, Ashford Prime OP and Ashford Advisor (the “ Ashford Prime Advisory Agreement ” and together with the Ashford Trust Advisory Agreement, the “ Advisory Agreements ”);

WHEREAS, each Advisory Agreement provides that the respective Party must identify the asset type that such Party intends to select as its principal investment focus and to set parameters for its investments, including parameters relating to financial metrics and targeted markets (the “ Investment Guidelines ”);

WHEREAS, the Parties acknowledge that Ashford Trust directly or indirectly owns certain assets set forth on “ Exhibit A ” attached hereto (the “ Initial Prime ROFO Assets ”) that meet the initial Investment Guidelines of Ashford Prime;

WHEREAS, each Party desires to grant to the other Party a right of first offer upon and subject to the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

1.1 Grant of Right of First Offer .

(a) If Ashford Trust or any of its Affiliates (in such context, the “ Selling Party ”) (i) desires to offer for sale any of the Initial Prime ROFO Assets

or any other asset hereafter owned by Selling Party that meets the initial Investment Guidelines of Ashford Prime to a Third Party, or (ii) receives from a Third Party an offer to purchase any such asset and Selling Party desires to accept such offer (in each case whether by transfer of the asset or all or a portion of the direct or indirect equity interests in the owner of such asset owned by the Selling Party) (in such context, the “ ROFO Interest ”), then, prior to offering such asset for sale or accepting such offer to purchase, the Selling Party shall first offer the ROFO Interest to Ashford Prime (in such context, the “ Purchasing Party ”) in accordance with this Agreement (the “ Ashford Prime ROFO ”).

(b) If Ashford Prime or any of its Affiliates (in such context, the “ Selling Party ”) acquires a portfolio of assets (or direct or indirect equity interests in one or more owners of a portfolio of assets) and the board of directors of Ashford Prime determines that it is appropriate for Ashford Prime to offer for sale to a Third Party or accept an offer to purchase received from a Third Party any assets within such portfolio at any time after Ashford Prime acquires such portfolio (whether by transfer of the asset or all or a portion of the direct or indirect equity interests in the owner of such asset owned by the Selling Party), and such assets meet the Investment Guidelines of Ashford Trust as of the date of this Agreement (in such context, the “ ROFO Interest ”), then, prior to offering such asset for sale or accepting such offer to purchase, the Selling Party shall first offer the ROFO Interest to Ashford Trust (in such context, the “ Purchasing Party ”) in accordance with this Agreement (the “ Ashford Trust ROFO ”) (the Ashford Prime ROFO and the Ashford Trust ROFO are referred to herein, as the context requires, as the “ ROFO ”).

(c) A ROFO Interest shall not include (i) a lease or license of interior or ancillary space within any asset, (ii) the sale, purchase, transfer, issuance, redemption or conversion of any publicly traded security (or security that is convertible into a publicly traded security), or any hedging or derivative contract, (iii) an asset that a Party does not possess or control the right to sell, (iv) a transfer of the direct or indirect equity interests in the owner of an asset to a lender or other provider of financing as an accommodation to, or in connection with, the structuring of a financing transaction, or (v) a portfolio of assets (or direct or indirect equity interests in one or more owners of a portfolio of assets) that is being offered for sale or for which an offer to purchase was received in which one or more assets, but not all of the assets, meet the Investment Guidelines of the Purchasing Party and the pool of assets cannot be reasonably split up by asset type. If the pool of assets can be reasonably split by asset type, the ROFO Interest shall include the assets in the pool that would otherwise constitute a ROFO Interest pursuant to Sections 1.1(a) and (b)  above. A Selling Party that obtains an indication of value from a broker shall not be deemed to be offering an asset for sale for purposes of this Agreement.

(d) The ROFO (i) shall not apply to any transfer by asset or equity interest foreclosure or deed-in-lieu of foreclosure pursuant to any applicable mortgage, pledge or security agreement, and (ii) shall be subject and subordinate

2

to any other right to purchase a ROFO Interest either now existing or, with respect to any ROFO Interest other than the ROFO Interests in the Initial Prime ROFO Assets, any such rights hereafter granted (in good faith), in each case to any other Third Party, including any manager, franchisor, ground lessor or direct or indirect joint venture partner of an asset.

1.2 Right of First Offer Procedures . Each ROFO shall be subject to the following terms and conditions:

(a) Selling Party shall deliver prior written notice (the “ Offer Notice ”) to Purchasing Party of its intention to offer for sale or accept an offer to purchase any ROFO Interest. The Offer Notice shall specify (i) the ROFO Interest, (ii) the material terms on which Selling Party either desires to offer for sale or accept an offer to purchase the ROFO Interest, including, without limitation, the sales price of the ROFO Interest, and (iii) any then existing rights to purchase the ROFO Interest held by a Third Party to which the ROFO is subordinate.

(b) If a Purchasing Party receives an Offer Notice, Purchasing Party shall have the right by written notice (the “ Election Notice ”) delivered to Selling Party within thirty (30) days after receiving the Offer Notice (the “ Election Period ”) to elect to purchase the ROFO Interest at a purchase price equal to that set forth in the Offer Notice (the “ Offered Purchase Price ”). If Purchasing Party elects to purchase the ROFO Interest, the parties shall have to the expiration of the Election Period to negotiate in good faith commercially reasonable terms and conditions for the sale of the ROFO Interest (to the extent not otherwise expressly set forth in the Offer Notice) and to mutually execute and deliver a purchase and sale agreement for the ROFO Interest (the “ PSA ”).

(c) If (i) Purchasing Party provides written notice that it will not elect to purchase the ROFO Interest, (ii) Purchasing Party fails to provide an Election Notice within the Election Period, or (iii) following delivery of an Election Notice, Selling Party and Purchasing Party fail to mutually execute and deliver the PSA within the Election Period, the ROFO shall be deemed not to apply to the ROFO Interest and the Selling Party shall be free to sell the ROFO Interest unencumbered by this Agreement upon substantially the same terms as those contained in the Offer Notice, but not less than 95% of the Offered Purchase Price; provided, however, if Selling Party does not close on the sale of the ROFO Interest to a Third Party within 180 days following the expiration of the Election Period (the “ Sale Period ”), subject to subparagraph (d) below, the Purchasing Party’s right to purchase such ROFO Interest shall be reinstated on the same terms contained in this Section 1.2 .

(d) If during the Sale Period, Selling Party desires to sell the ROFO Interest on materially less favorable terms to the Selling Party as those contained in the Offer Notice, or at less than 95% of the Offered Purchase Price, Selling Party shall deliver Purchasing Party written notice of such new terms (a “ Revised Offer Notice ”) and Selling Party and Purchasing Party shall have ten (10) days to negotiate in good faith commercially reasonable terms and conditions for the sale of the ROFO Interest (to the extent not otherwise expressly set forth in the Revised Offer Notice) and to mutually

3

execute and deliver a PSA. If the Selling Party and Purchasing Party fail to mutually execute and deliver the PSA within such ten (10) day period, the ROFO shall again be deemed not to apply to the applicable ROFO Interest and the Selling Party shall be free to sell such ROFO Interest unencumbered by this Agreement upon substantially the same terms as those contained in the Revised Offer Notice, but not less than Offered Purchase Price contained in the Revised Offer Notice; provided, however, if Selling Party does not close on the sale of the ROFO Interest to a Third Party prior to the expiration of the Sale Period, the Purchasing Party’s right to purchase such ROFO Interest shall be reinstated on the same terms contained in this Section 1.2 . The provisions of the subparagraph (e) shall continue to apply if Selling Party again desires to sell the ROFO Interest on materially less favorable terms to the Selling Party as those contained in the Revised Offer Notice, or at less than the Offered Purchase Price set forth in the Revised Offer Notice.

1.3 Affiliate of Party . Each Party that is a Selling Party or a Purchasing Party shall cause its respective Affiliates to perform any applicable obligations of such Party contained in this Agreement. Selling Party shall have the right to have its applicable Affiliate that owns the ROFO Interest enter into the PSA, and Purchasing Party shall have the right to designate an Affiliate to enter into the PSA.

1.4 Continuing ROFO . The ROFO provided in this Agreement shall be a continuing ROFO for the benefit of the Purchasing Party. Failure of a Purchasing Party to purchase or elect to purchase a ROFO Interest shall not affect the right of the Purchasing Party to purchase a different ROFO Interest (or the same ROFO Interest if reinstated pursuant to this Agreement). Notwithstanding anything to the contrary contained in this Section 1.4 , if a Selling Party completes the sale of a ROFO Interest to a Third Party, the ROFO created by this Agreement in such ROFO Interest shall terminate. No ROFO shall run with the land.

2.1 Timing . The closing of a sale of a ROFO Interest (a “ Closing ”) by a Selling Party and a Purchasing Party shall take place on the date set forth in the Offer Notice or the Revised Offer Notice, if applicable, or if not so set forth, on a date that is no later than ninety (90) days after the date that the parties mutually execute and deliver the PSA. During the period that Selling Party and Purchasing Party are negotiating in good faith commercially reasonable terms and conditions of the PSA, Selling Party may permit Purchasing Party reasonable access to the ROFO Interest to conduct customary due diligence pursuant to an access agreement mutually agreed upon by Selling Party and Purchasing Party. If the Offer Notice or Revised Notice, if applicable, contains a customary due diligence period during which the purchaser would not have “at-risk” earnest money (a “ Due Diligence Period ”), the Due Diligence Period to be contained in the PSA shall be reduced by the number of days that Purchasing Party was permitted to conduct due diligence prior to the effective date of the PSA, unless otherwise agreed to by Selling Party and Purchasing Party.

2.2 Closing Deliveries . At a Closing, the Selling Party shall execute and deliver to the Purchasing Party appropriate and customary conveyance documents which convey full right, title and interest in and to the ROFO Interest, free and clear of all liens, security

4

interests, adverse claims or restrictions of any kind and nature (except for liens and encumbrances permitted pursuant to the terms of the PSA).

2.3 Payment . Simultaneously with delivery of such conveyance documents to the Purchasing Party, the Purchasing Party shall deliver to the Selling Party, an amount in immediately available funds (or other agreed-upon consideration) equal to the Offered Purchase Price for the ROFO Interest (as revised pursuant to a Revised Offer Notice, if applicable), together with any other consideration, in full payment of the purchase price of the ROFO Interest, as adjusted for any prorations, debits or credits permitted pursuant to the terms of the PSA.

2.4 PSA Termination . If a PSA is terminated for any reason permitted in the PSA (other than by reason of a default), the ROFO shall be deemed not to apply to the ROFO Interest, and the Selling Party shall be free to sell the ROFO Interest unencumbered by this Agreement, subject to any applicable reinstatement provisions of Section 1.2 of this Agreement. If Purchasing Party breaches its obligation to close the purchase of a ROFO Interest pursuant to the PSA or defaults in any material respect under any of the other terms and conditions of the PSA, and Selling Party terminates the PSA on account thereof, Purchasing Party shall have no further rights to acquire the ROFO Interest that is the subject of such terminated PSA pursuant to this Agreement, and Selling Party shall thereafter forever be free to sell the ROFO Interest unencumbered by this Agreement on such terms and conditions as Selling Party shall determine in its discretion. If Selling Party breaches its obligation to close the sale of a ROFO Interest pursuant to the PSA or defaults in any material respect under any of the other terms and conditions of the PSA, Purchasing Party’s sole remedy shall be to exercise such remedies as are expressly provided in the PSA.

3.1 This Agreement shall be effective for an initial term of ten (10) years from the Effective Date, and shall be subject to automatic one-year renewal periods on the tenth anniversary of the Effective Date and each anniversary thereafter (each, a “ Renewal Date ”) unless a Party gives written notice (“ Termination Notice ”) to the other Party at least 180 days prior to the expiration of the then current term that such Party is electing to terminate this Agreement as of the next Renewal Date.

3.2 A Party (a “ Terminating Party ”) may terminate this Agreement upon a default by the other Party (the “ Default Party ”) in the performance or observance of any material term, condition or covenant under this Agreement owed to or for the benefit of the Terminating Party; provided, however, that the Terminating Party must, before terminating this Agreement, give written notice of the default to Default Party and provide Default Party with an opportunity to cure the default within 45 days, or if such cure is not reasonably susceptible to cure within 45 days, such additional cure period as is reasonably necessary to cure the default so long as Default Party is diligently and in good faith pursuing such cure and the cure period does not exceed 90 days. Notwithstanding the foregoing, no Party shall have the right to terminate this Agreement on account of a default by the other Party under a PSA, and the notice and cure periods set forth in the previous sentence shall not apply to any default under a PSA.

5

3.3 Notwithstanding Section 3.2 to the contrary, a Party may terminate this Agreement immediately following an event rendering the other Party insolvent (an “ Insolvency Event ”). For purposes of this Agreement, an Insolvency Event is any occurrence in which a Party shall (A) authorize or agree to the commencement of a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership or other similar law now or hereafter in effect or the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, (B) make a general assignment for the benefit of its creditors, (C) have an involuntary or other proceeding commenced against it seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or thereafter in effect, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period exceeding one hundred twenty (120) days or (D) commence an action for dissolution.

3.4 If Ashford Prime materially modifies its initial Investment Guidelines without the written consent of Ashford Trust, which consent may be withheld in its sole and absolute discretion, then, at the option of Ashford Trust, the Ashford Prime ROFO for any assets then owned or later acquired by Ashford Trust and its Affiliates, other than the Initial Prime ROFO Assets, shall terminate and be of no further force and effect, unless otherwise agreed by the Parties. For purposes hereof, a “material” modification of Ashford Prime’s initial Investment Guidelines shall mean any modification of the Investment Guidelines which cause Ashford Prime’s Investment Guidelines to be competitive with Ashford Trust’s Investment Guidelines.

3.5 This Agreement will automatically terminate upon (i) a termination of the Ashford Prime Advisory Agreement or (ii) a Change of Control of Ashford Prime or Ashford Trust, excluding any Change of Control that results from a spin-off carve-out, split-off or other transfer of a division or subset of assets for the purpose of forming a joint venture, a newly created private platform or a new publicly traded company to hold such division or subset of assets constituting a distinct asset type and/or Investment Guidelines.

4.1 Definitions . For purposes of this Agreement:

(a) “Affiliate ” means, with respect to any Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the specified Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) as used with respect to any Person, shall mean the possession, directly or indirectly , of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided, however, no Party shall be deemed to be an Affiliate of Ashford Advisor or any other Party solely as a result of an Advisory Agreement.

(b) “Change of Control ” means shall mean, with respect to any entity, any of the following events:

6

(c) “ Person ” means, an individual, partnership, corporation, limited liability company, joint venture, association, trust, unincorporated organization or other entity, or a government or agency or political subdivision thereof.

(d) “ Third Party ” means as to any Person, any other Person that is not an Affiliate of such Person.

4.2 Confidentiality . The Parties or any agent acting by, through, under or on their behalf shall be strictly prohibited from disclosing to any Third Party (other than financial sources, consultants, representatives and prospective Third Party transferees) the terms, conditions or status of negotiations or discussions concerning the proposed transfer of the ROFO

7

Interest (the “ Confidential Information ”) except to the extent such matters are already public knowledge or are required under applicable securities law.

Notwithstanding anything in this Agreement, nothing will prevent the parties from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy under this Agreement, (iv) to the parties’ legal counsel or independent auditors; provided, however that with respect to (i) and (ii), so long as legally permissible, the Advisor will give notice to the Company so that the Company may seek, at its sole expense, an appropriate protective order or waiver.

For purposes of this Agreement, Confidential Information shall not include (i) information that is available to the public from a source other than the parties, (ii) information that is released in writing by either party to the public or to Persons who are not under similar obligation of confidentiality to the parties, or (iii) information that is obtained by any party from a third party which, to the best of such party’s knowledge, does not constitute a breach by such third party of an obligation of confidence.

Notwithstanding anything in this Agreement, the parties hereby acknowledge and agree that this Agreement may be filed as an exhibit to a registration statement filed by Ashford Prime with the Securities and Exchange Commission.

4.3 Notices . Any notices, instructions or other communications required or contemplated by this Agreement shall be deemed to have been properly given and to be effective upon delivery if delivered in person, sent electronically or upon receipt if sent by courier service.

All such communications to Ashford Prime shall be addressed as follows:

Ashford Hospitality Prime, Inc.

c/o Ashford Hospitality Advisors LLC

14185 Dallas Parkway, Suite 1100

Dallas, TX 75254

Attn: Chief Operating Officer

All such communications to Ashford Trust shall be addressed as follows:

Ashford Hospitality Trust, Inc.

c/o Ashford Hospitality Advisors LLC

14185 Dallas Parkway, Suite 1100

Dallas, TX 75254

Attn: Chief Operating Officer

Either Party may designate a different address by written notice to the other party delivered in accordance with this Section 4.3 .

8

4.4 Entire Agreement . This Agreement reflects the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes and replaces all agreements with respect to the subject matter hereof.

4.5 Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the parties to this Agreement and their respective successors and permitted assigns, and no other person or entity shall acquire or have any right under, or by virtue of, this Agreement. A Party shall be entitled to assign this Agreement to any successor to all or substantially all of its assets, rights and/or obligations.

4.6 Amendment, Modifications and Waiver . This Agreement hereto shall not be altered or otherwise amended in any respect, except pursuant to an instrument in writing signed by all of the Parties. The waiver by a party of a breach of any provisions of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

4.7 Severability . If any provision of this Agreement or the application thereof to any entity, person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application of the provisions hereof to other entities, persons or circumstances shall not be affected thereby and shall be enforce to the fullest extent permitted by law.

4.8 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflict of laws principals thereof.

4.9 Headings . The paragraph and section headings utilized herein are in no way intended to interpret or limit the terms and conditions hereof, but rather, they are intended for purposes of convenience only.

4.10 Exhibits . The exhibits attached hereto are hereby incorporated herein by reference and made a parte hereof.

4.11 Counterparts; Facsimile Signatures . This Agreement may be executed by facsimile and in any number of counterparts and by each of the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same agreement. A facsimile signature shall be deemed an original for purposes of evidencing execution of this Agreement.

(SIGNATURES BEGIN ON NEXT PAGE)

* * * * *

9

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

[Signature Page to the Right of First Offer Agreement]

A-1

Exhibit 10.4

EXECUTION VERSION

OPTION AGREEMENT

PIER HOUSE RESORT & SPA

THIS OPTION AGREEMENT (this “ Option Agreement ”) is executed as of this 19th day of November, 2013 (the “ Effective Date ”) by ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP (“ Ashford Prime OP ”) and ASHFORD HOSPITALITY LIMITED PARTNERSHIP. (“ Ashford Trust OP ”), with respect to the Property Entities (defined below), and ASHFORD TRS CORPORATION (“ Ashford Trust TRS ” and together with Ashford Trust OP, the “ Grantors ”) and ASHFORD PRIME TRS CORPORATION (“ Ashford Prime TRS ” and together with Ashford Prime OP, the “ Optionees ”), with respect to the TRS Entities (defined below).

WHEREAS, Ashford Trust OP directly or indirectly owns 100% of Ashford Pier House LP, a Delaware limited partnership (the “ Property Partnership ”), through its ownership of 100% of the membership interest of Ashford Pier House Mezz B LLC (“ Mezz B ”), which owns 100% of the membership interest of Ashford Pier House Mezz A LLC (“ Mezz A ”), which owns 100% of the limited partnership interest in the Property Partnership and 100% of the equity interest in Ashford Pier House GP LLC, the general partner of the Property Partnership (the “ General Partner ” and together with Mezz B, Mezz A and the Property Partnership, the “ Property Entities ”);

WHEREAS, Ashford Trust TRS owns 100% of the membership interest in TRS Pier House Mezz B LLC (“ Mezz B TRS ”), which owns 100% of the membership interest in Ashford TRS Pier House Mezz A LLC (“ Mezz A LLC ”), which owns 100% of the membership interest in Ashford TRS Pier House LLC (the “ Pier House TRS ” and together with Mezz B TRS and Mezz A TRS (the “ TRS Entities ”);

WHEREAS, the Property Partnership owns the hotel property more fully described on Exhibit A attached hereto, together with all improvements and personal property located thereon or related thereto (collectively, the “ Property ”) and the Pier House TRS operates the Property pursuant to an operating lease with the Property Partnership;

WHEREAS, Ashford Prime OP desires to acquire from Ashford Trust OP, and Ashford Trust OP desires to grant to Ashford Prime OP, an option to purchase 100% of Ashford Trust OP’s interest in Mezz B (collectively, the “ Ashford Trust Equity Interests ”) in exchange for the Property Purchase Price (defined below) and subject to the terms and conditions set forth herein;

WHEREAS, Ashford Prime TRS desires to acquire from Ashford Trust TRS, and Ashford Trust TRS desires to grant to Ashford Prime TRS, an option to purchase 100% of Ashford Trust TRS’ interest in Mezz B TRS (the “ Ashford Trust TRS Equity Interests ”) in exchange for the TRS Purchase Price (defined below) and subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of ten dollars ($10.00) paid by the Optionees to the Grantors, the mutual covenants and conditions set forth herein and other good

and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Optionees and Grantors agree as follows:

ARTICLE I

THE OPTION

Section 1.1 Grant of Option . Ashford Trust OP hereby grants to Ashford Prime OP an irrevocable option to acquire the Ashford Trust Equity Interests in exchange for the Property Purchase Price, and Ashford Trust TRS hereby grants to Ashford Prime TRS an irrevocable option to acquire the Ashford Trust TRS Equity Interests in exchange for the TRS Purchase Price (collectively, the “ Purchase Option ”), in each case subject to the terms and conditions hereinafter set forth. Optionees acknowledge and agree that the options to purchase the Ashford Trust Equity Interests and the Ashford Trust TRS Equity Interests (collectively, the “ Grantor Equity Interests ”) may only be exercised together and simultaneously as a single Purchase Option.

Section 1.2 Term and Exercise of Option . The Purchase Option may be exercised beginning from and after the Effective Date through 5:00 p.m. on the 18 month anniversary of the Effective Date (the “ Option Termination Date ”). The Optionees may only exercise the Purchase Option by delivering a written purchase notice (“ Purchase Notice ”) substantially in the form of Exhibit B to the Grantors on or before the Option Termination Date. If Optionees do not deliver a Purchase Notice on or before the Option Termination Date, the Purchase Option shall be deemed terminated and shall be of no further force and effect, and the Grantors shall have no further obligations hereunder.

Section 1.3 Purchase Price and Payment .

(a) The full purchase price for the Ashford Trust Equity Interests (as adjusted pursuant to Section 2.7(b) and the other terms of this Option Agreement, the “ Property Purchase Price ”) upon the exercise of the Purchase Option shall be an amount equal to:

(i) $92,604,676 (the “ Base Amount ”) plus the actual cost of any owner funded capital improvements made by Ashford Trust OP between the Effective Date and the Closing Date (“ CapEx ”) for the six month period commencing on the Effective Date (the “ Initial Exercise Period ”);

(ii) the Base Amount, plus one percent of the Base Amount, plus CapEx, if any, for the six month period immediately following the end of the Initial Exercise Period (the “ Second Exercise Period ”); or

(iii) the Base Amount, plus two percent of the Base Amount, plus CapEx, if any, for the six month period immediately following the end of the Second Exercise Period.

(b) The Property Purchase Price is payable in either cash or common units of limited partnership of Ashford Prime OP (“ Ashford Prime OP Units ”), at the option of Ashford Trust OP. Ashford Trust OP must notify Ashford Prime OP of its election to receive cash or Ashford

-2-

Prime OP Units no later than the Business Day following the delivery of the Purchase Notice. If Ashford Trust OP elects to receive the Property Purchase Price in Ashford Prime OP Units, the number of Ashford Prime OP Units will be calculated based on the assumption that the Value (as defined below) of each Ashford Prime OP Unit will equal the Value of a share common stock of Ashford Hospitality Prime, Inc. (“ Ashford Prime ”), calculated as of the date the Purchase Option is exercised (the “ Option Exercise Date ”). The issuance of the Ashford Prime OP Units, if applicable, shall be evidenced by an amendment to the operating partnership agreement of Ashford Prime OP in such form as shall be reasonably acceptable to Ashford Trust OP (the “ Partnership Amendment ”).

(c) As used herein, the term “ Value ” shall mean, with respect to a share of common stock of Ashford Prime, the average of the daily market price for the ten (10) consecutive trading days immediately preceding a specified date. The market price for each such trading day shall be: (i) if the stock of Ashford Prime is listed or admitted to trading on any securities exchange or the NASDAQ National Market System, the closing price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices on such day; (ii) if the stock of Ashford Prime is not listed or admitted to trading on any securities exchange or the NASDAQ National Market System, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the General Partner; or (iii) if the stock of Ashford Prime is not listed or admitted to trading on any securities exchange or the NASDAQ National Market System and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten (10) days prior to the date in question) for which prices have been so reported; provided, however, that if there are no bid and asked prices reported during the ten (10) days prior to the date in question, the Value of a share of common stock of Ashford Prime shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

(d) The full purchase price for the Ashford Trust TRS Equity Interests (the “ TRS Purchase Price ”) upon the exercise of the Purchase Option shall be an amount of cash equal to $616,000.

(e) If Ashford Trust OP elects to receive the Property Purchase Price in Ashford Prime OP Units, the transfer of Mezz B pursuant to this Agreement will be intended to be a contribution governed by Section 721(a) of the Code. In such event, Ashford Trust OP and Ashford Prime OP agree to such tax treatment and shall file their respective Tax Returns consistent with such treatment, unless otherwise required by applicable law.

-3-

ARTICLE II

CONTRACT TO PURCHASE OR CONTRIBUTE AND CLOSING PROCEDURES

Section 2.1 Purchase and Sale or Contribution . Upon Optionees’ exercise of the Purchase Option, Ashford Trust OP shall, subject to Section 2.2 hereof, contribute or sell, transfer, assign, and convey to Ashford Prime OP, and Ashford Prime OP shall accept or purchase, as applicable, from Ashford Trust OP, the Ashford Trust Equity Interests, free and clear of all Encumbrances (defined below) in exchange for the Property Purchase Price. Simultaneously, Ashford Trust TRS shall, subject to Section 2.2 hereof, sell, transfer, assign, and convey to Ashford Prime TRS, and Ashford Prime TRS shall purchase from Ashford Trust TRS, the Ashford Trust TRS Equity Interests, free and clear of all Encumbrances in exchange for the TRS Purchase Price. Each such sale shall be closed in accordance with this Article II.

Section 2.2 Closing . The Purchase Notice delivered by Optionees upon exercise of the Purchase Option shall specify a closing date (“ Closing Date ”) , which date will be no later than the first day of a calendar month following the date that is 90 days from the date of delivery of the Purchase Notice, for the closing (the “ Closing ”) of the transactions contemplated by this Option Agreement. The Closing shall be held at a place and time determined by mutual agreement of Optionees and Grantors, or if Optionees and Grantors fail to mutually agree, at a place and time determined by Ashford Prime OP in its sole discretion. At or before such Closing, Optionees and Grantors will execute and deliver all closing documents required by the parties in accordance with Section 2.4 (the “ Closing Documents ”).

Section 2.3 Conditions to Performance of Obligations . Upon exercise of the Purchase Option by the Optionees, the transactions contemplated by this Option Agreement and the Closing Documents will be consummated subject only to satisfaction of the following conditions or written waiver of such conditions by Optionees and Grantors:

(i) All consents and approvals of Governmental Authorities or third parties, including the waiver of any applicable right of first offer or right of first refusal with respect to each Property Entity, each TRS Entity or the Property, necessary for the parties to consummate the transactions contemplated hereby (except for those the absence of which would not have a material adverse effect on the ability of the parties to consummate the transactions contemplated by this Option Agreement) shall have been obtained.

(ii) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, judgment, injunction or other Order (whether temporary, preliminary or permanent), in any case which is in effect and which prevents or prohibits consummation of any of the transactions contemplated in this Option Agreement nor shall any of the same brought by a Government Authority of competent jurisdiction be pending that seeks the foregoing.

(iii) The consummation of the transactions contemplated by this Option Agreement shall not cause Ashford Hospitality Trust, Inc. (“ Ashford Trust ”), Ashford Trust OP or any affiliate to breach any covenants under that certain Credit Agreement,

-4-

dated September 26, 2011, by and among Grantor, Ashford Trust, KeyBanc Capital Markets and KeyBank, National Association, as amended (the “ Ashford Trust Credit Agreement ”).

Section 2.4 Closing Deliverables .

(a) At the Closing, Ashford Trust OP shall execute, acknowledge where deemed desirable or necessary by Ashford Prime OP, and deliver to Ashford Prime OP, in addition to any other documents mentioned elsewhere herein, the following:

(i) An assignment, assumption and admission agreement (“ Assignment Agreement ”) substantially in the form of Exhibit C with respect to Mezz B, assigning 100% of the equity interest of Mezz B held by Ashford Trust OP to Ashford Prime OP, with Mezz B acknowledging the admission of Ashford Prime OP as the successor to Ashford Trust OP’s existing equity interest in Mezz B and further acknowledging Ashford Prime OP’s admission as a member of Mezz B.

(ii) A closing certificate which shall be in a form reasonably satisfactory to Ashford Prime OP and shall reaffirm the accuracy, in all material respects, of all representations and warranties and the satisfaction, in all material respects, of all covenants made by Ashford Trust OP in Article III hereof.

(iii) A certified copy of all appropriate corporate resolutions or partnership actions authorizing the execution, delivery and performance by Ashford Trust OP of this Option Agreement and the Closing Documents to which Ashford Trust OP is a party.

(iv) The Guarantee Schedule (as defined in Section 8.1(c)).

(v) Any other documents reasonably necessary to contribute or assign, transfer and convey, as applicable, the Ashford Trust Equity Interests to Ashford Prime OP, to admit Ashford Trust OP as a partner of Ashford Prime OP (if Ashford Trust OP elects to receive the Property Purchase Price in Ashford Prime OP Units) and to effectuate the transactions contemplated hereby.

(b) At the Closing, Ashford Trust TRS shall execute, acknowledge where deemed desirable or necessary by Ashford Prime TRS, and deliver to Ashford Prime TRS, in addition to any other documents mentioned elsewhere herein, the following:

(i) An Assignment Agreement with respect to Mezz B TRS, assigning 100% of the equity interest of Mezz B TRS held by Ashford Trust TRS to Ashford Prime TRS, with Mezz B TRS acknowledging the admission of Ashford Prime TRS as the successor to Ashford Trust TRS’s existing equity interest in Mezz B TRS and further acknowledging Ashford Prime TRS’s admission as a member of Mezz B TRS.

(ii) A closing certificate which shall be in a form reasonably satisfactory to Ashford Prime TRS and shall reaffirm the accuracy, in all material respects, of all representations and warranties and the satisfaction, in all material respects, of all covenants made by Ashford Trust TRS in Article IV hereof.

-5-

(iii) A certified copy of all appropriate corporate resolutions authorizing the execution, delivery and performance by Ashford Trust TRS of this Option Agreement and the Closing Documents to which Ashford Trust TRS is a party.

(iv) Any other documents reasonably necessary to assign, transfer and convey the Ashford Trust TRS Equity Interests to Ashford Prime TRS and effectuate the transactions contemplated hereby.

(c) At the Closing, Ashford Prime and/or Ashford Prime OP, as applicable, shall execute, acknowledge where deemed desirable or necessary by Ashford Trust OP, and deliver to Ashford Trust OP, in addition to any other documents mentioned elsewhere herein, the following:

(i) If Ashford Trust OP elects to receive the Property Purchase Price in Ashford Prime OP Units, the Partnership Amendment.

(ii) If Ashford Trust OP elects to receive the Property Purchase Price in Ashford Prime OP Units, a registration rights agreement with respect to the registration of the common stock of Ashford Prime into which the Ashford Prime OP Units may be converted, at the option of Ashford Prime, upon the redemption of the Ashford Prime OP Units, as provided in the limited partnership agreement of Ashford Prime OP.

(iii) The Assignment Agreement with respect to Mezz B.

(iv) The Guarantee Schedule.

(d) At the Closing, Ashford Prime TRS shall execute, acknowledge where deemed desirable or necessary by Ashford Trust TRS, and deliver to Ashford Trust TRS, in addition to any other documents mentioned elsewhere herein, the following:

(i) The TRS Purchase Price by making a wire transfer of immediately available federal funds to the account of Ashford Trust TRS (or other party designated by Ashford Trust TRS).

(ii) The Assignment Agreement with respect to Mezz B TRS.

Section 2.5 Closing Costs . In connection with the exercise of the Purchase Option, each party shall be responsible for the payment of the fees and expenses of their respective legal counsel, accountants and other professional advisors; Ashford Prime OP shall pay for all applicable transfer taxes and recording fees; and all other closing costs shall be allocated to the parties in accordance with the custom of the jurisdiction in which the Property is located.

Section 2.6 Further Assurances . The Grantors, from time to time, shall execute and deliver to the applicable Optionee all such other and further instruments and documents and take or cause to be taken all such other and further action as either Optionee may reasonably request in order to effect the transactions contemplated by this Option Agreement, including instruments or documents deemed necessary or desirable by Optionees to effect and evidence the conveyance of the Grantor Equity Interests in accordance with the terms of this Option Agreement.

-6-

Section 2.7 Adjustments to Property Purchase Price .

(a) All revenues and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, including rent under any ground leases and real and personal property taxes for the Property, shall be prorated and allocated between Ashford Prime OP and Ashford Trust OP as provided herein. Pursuant to such allocation, Ashford Trust OP shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to but not including the date of Closing, and Ashford Prime OP shall be entitled to all revenue and shall be responsible for all expenses for the period of time from, after and including the date of Closing. Such allocations and adjustments shall be shown on the closing statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the closing statements) as an adjustment to the Property Purchase Price; provided, if Ashford Trust OP elects to receive the Property Purchase Price in Ashford Prime OP Units, such adjustments shall be settled in cash.

(b) Ashford Prime OP shall receive a credit against the Property Purchase Price for (i) the aggregate outstanding principal amounts of any existing mortgage loan against the Property and mezzanine loans against any Properties Entities and/or TRS entities on the Closing Date (collectively, the “ Existing Mortgage ”), (ii) the portion of the debt service payment due on the next payment date of any such mortgage loan that accrues to the period from and after the Closing Date, and (iii) the total of (A) prepaid rents, (B) prepaid room receipts and deposits, function receipts and deposits and other reservation receipts and deposits, and (C) unforfeited security deposits held by Grantors under leases; provided, if Ashford Trust OP elects to receive the Property Purchase Price in Ashford Prime OP Units, the credits described in clauses (ii) and (iii) above shall be settled in cash. Ashford Trust OP shall receive a cash payment for (i) any prepaid expenses accruing to periods on or after the Closing Date, (ii) all cash balances in house banks and cash funds remaining at the Property, and the outstanding balance of any funds in reserve accounts (whether for FF&E repairs or replacements, taxes or insurance) held by lenders or property managers that are not returned to Ashford Trust OP at Closing; and (iii) all accounts receivables for the Property at 100% of face value, including the so-called “guest ledger” as mutually approved by Ashford Trust OP and Ashford Prime OP for the Property of guest accounts receivable payable to the Property as of the check out time on the Closing Date (based on guests and customers then using the Property) both (A) in occupancy from the preceding night through check out time the morning of the Closing Date, and (B) previously in occupancy prior to check out time on the Closing Date. Notwithstanding Section 2.7(a) to the contrary, Ashford Prime OP shall be entitled to all revenue from the collection of such account receivables. Ashford Trust OP and Ashford Prime OP agree that in connection with the sale of the Ashford Trust Equity Interests, Ashford Trust OP will also receive a cash payment equal to the value of all inventories of food and beverage in opened or unopened cases and all in-use or reserve stock of linens, towels, paper goods, soaps, cleaning supplies and the like with respect to the Property.

(c) If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills and/or real estate or personal property taxes), the parties shall allocate such revenue or expenses at Closing on the best available information, subject to cash adjustment upon receipt of the final bill or other evidence of the

-7-

applicable revenue or expense. Any revenue received or expense incurred by Ashford Trust OP or Ashford Prime OP with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due.

Section 2.8 Right to Terminate .

(a) If Ashford Trust OP elects to receive the Property Purchase Price in Ashford Prime OP Units, Ashford Prime OP, in its sole discretion, may terminate this Option Agreement and the obligation of the Optionees to acquire the Grantor Equity Interests if the Value of the Ashford Prime OP Units to be delivered as the Property Purchase Price, calculated as of the Business Day immediately preceding the Closing Date, has increased by more than 20% of the Value of such Ashford Prime OP Units as of the Option Exercise Date.

(b) If Ashford Trust OP elects to receive the Property Purchase Price in Ashford Prime OP Units, Ashford Trust OP, in its sole discretion, may terminate this Option Agreement and the obligation of the Grantors to convey the Grantor Equity Interests if the Value of the Ashford Prime OP Units to be delivered as the Property Purchase Price, calculated as of the Business Day immediately preceding the Closing Date, has decreased by more than 20% of the Value of such Ashford Prime OP Units as of the Option Exercise Date.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF ASHFORD TRUST OP

As a material inducement to Optionees to enter into this Option Agreement and to consummate the transactions contemplated hereby, Ashford Trust OP hereby makes to Optionees each of the representations and warranties and covenants set forth in this Article III. The representations and warranties set forth in this Article III are true as of the date hereof. As a condition to Optionees’ obligation to complete the purchase of the Grantor Equity Interests after the exercise of the Purchase Option, such representations and warranties must continue to be true and correct, in all material respects, as of the Closing Date.

Section 3.1 Organization . Ashford Trust OP and each of the Property Entities are duly organized, validly existing and in good standing under the laws of the respective jurisdiction of such entity’s organization.

Section 3.2 Authorization of Transaction . Subject to the receipt of third-party consents and waivers as required as a condition to closing pursuant to Section 2.3(i) , Ashford Trust OP has full right, authority, power and capacity to: (i) enter into this Option Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of Ashford Trust OP pursuant to this Option Agreement, including, without limitation, the Closing Documents to which it is a party; (ii) carry out the transactions contemplated hereby and thereby; and (iii) contribute or transfer, sell and deliver, as applicable, the Ashford Trust Equity Interests to Ashford Prime OP (or its designee) upon payment therefor in accordance with this Option Agreement. This Option Agreement and each agreement, document and instrument executed and delivered by or on behalf of Ashford Trust OP pursuant to this Option Agreement

-8-

constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of Ashford Trust OP, each enforceable in accordance with its respective terms.

Section 3.3 Authority to Conduct Business . Each Property Entity is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required. Each Property Entity has full power and authority and all licenses, permits, and authorizations necessary to carry on the businesses in which it is engaged and to own and use the properties owned and used by it, including the Property. Ashford Trust OP has delivered to Ashford Prime OP correct and complete copies of the partnership or limited liability company agreement, as applicable of each Property Entity, as amended to date (each, an “ Operating Agreement ”). No Property Entity is in default under or in violation of any provision of its Operating Agreement.

Section 3.4 Noncontravention . Subject to the receipt of third-party consents and waivers as required as a condition to closing pursuant to Section 2.3(i) , the execution, delivery and performance of this Option Agreement and each additional agreement, document and instrument to be executed and delivered by or on behalf of Ashford Trust OP pursuant to this Option Agreement, including, without limitation, the Closing Documents: (A) does not and will not violate the Operating Agreement of any Property Entity or Ashford Trust OP’s partnership agreement; (B) does not and will not violate any foreign, federal, state, local or other Law applicable to any Property Entity or Ashford Trust OP, or require any Property Entity or Ashford Trust OP to obtain any approval, consent or waiver of, or make any filing with, any Person or authority (governmental or otherwise) that has not been obtained or made or which does not remain in effect; and (C) subject to the satisfaction of the condition set forth in Section 2.3(iii) , does not and will not result in a breach of, constitute a default under, accelerate any obligation under or give rise to a right of termination of, any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, Lien, lease, permit, authorization, Order, writ, judgment, injunction, decree, determination or arbitration award to which any Property Entity or Ashford Trust OP is a party or by which the property of any Property Entity or Ashford Trust OP is bound or affected, or result in the creation of any Encumbrance on any Property Entity or the Ashford Trust Equity Interests.

Section 3.5 No Encumbrances . Subject to the receipt of third party consents and waivers as required as a condition to closing pursuant to Section 2.3(i) , as of the Closing Date, Ashford Trust OP will be the beneficial and record holder of the Ashford Trust Equity Interests, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act of 1933, as amended (the “ Securities Act ”) or the securities laws of any state (“ Blue Sky Laws ”)), claim, Lien, pledge, voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, rights of assignment, purchase rights or other rights of any nature whatsoever of any third party (collectively, “ Encumbrances ”), and as of the Closing Date, Ashford Trust OP will have the full power and authority to convey the Ashford Trust Equity Interests free and clear of any Encumbrances, and upon delivery of the Assignment Agreement by Ashford Trust OP conveying the Ashford Trust Equity Interests and receipt by Ashford Trust OP of the Property Purchase Price as herein provided, Ashford Prime OP (or its designee) will acquire good and valid title thereto, free and clear of all Encumbrances. No Property Entity has issued any outstanding partnership, LLC membership or other equity ownership interests and no Property Entity has any outstanding options, warrants, convertible securities, calls, rights,

-9-

commitments, preemptive rights, agreements, arrangements or understanding of any character obligating any Property Entity to (i) issue, deliver or sell, or cause to be issued, delivered or sold, additional equity ownership interests in such Property Entity or any securities or obligations convertible into or exchangeable for ownership interests in such Property Entity; or (ii) grant, extend or enter into any such option, warrant, convertible security, call, right, commitment, preemptive right, agreement, arrangement or understanding.

Section 3.6 No Other Agreements to Sell . Ashford Trust OP represents that it has made no agreement with, and will not enter into any agreement with, and has no obligation (absolute or contingent) to, any other Person or firm to sell, transfer or in any way encumber the Ashford Trust Equity Interests or to not sell the Ashford Trust Equity Interests, or to enter into any agreement with respect to a sale, transfer or Encumbrance of or put or call right with respect to the Ashford Trust Equity Interests.

Section 3.7 Title to Assets . The Property Partnership has good and marketable or indefeasible fee simple title to the Property. The Property is owned by the Property Partnership free and clear of all Encumbrances, except the Existing Mortgage and any other Encumbrances set forth in the existing title policy for the Property (and any updated title report or commitment thereto), copies of which have been made available to Ashford Prime OP. No Property Entity owns nor has any interest in any assets or liabilities except as described herein. No Property Entity is in default in any manner, nor has any event occurred that with the passage of time would cause any Property Entity to be in default in any manner, under any provision of the Existing Mortgage or any other agreement or instrument to which any Property Entity is a party or by which it or the Property may be bound.

Section 3.8 Compliance With Laws . Each Property Entity has conducted its business in compliance with all applicable Laws, except for such failures that would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the condition, financial or otherwise, or the earnings or business affairs of any Property Entity or the Property.

Section 3.9 Licenses and Permits . Each Property Entity possesses such certificates, authorities or permits issued by the appropriate state or federal agencies or bodies necessary to conduct the business conducted by it to the extent that failure to have any such certificates, authorities or permits would have a material adverse effect on such entity. None of Ashford Trust OP or any Property Entity has received any written notice of proceedings relating to the revocation or modification or any such certificate, authority or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling, or finding, would materially and adversely affect the condition, financial or otherwise, or the earnings or business affairs of any Property Entity or the Property.

Section 3.10 Taxes . Except as set forth on Schedule 3.10 attached hereto, (i) all Taxes (including, but not limited to, real estate and personal property Taxes due and owing with respect to the Property) required to be paid by each Property Entity on or before the date hereof have been paid and all Tax Returns required to be filed on or before the date hereof (taking into account any extensions to file previously received) by or on behalf of any Property Entity have been timely filed; and (ii) there is no action, suit or proceeding pending against or threatened with respect to any Property Entity or the Property in respect of any Tax, nor is any claim for

-10-

additional Tax asserted by any Property Entity nor are any of the Property Entity’s federal, state and local income or franchise Tax Returns the subject of any audit or examination by any taxing authority. Except as set forth on Schedule 3.10 attached hereto, no Property Entity has executed or filed with the Internal Revenue Service or any other taxing authority any agreement now in effect extending the period for assessment or collection of any income or other Taxes.

Section 3.11 Litigation . Except as set forth in Schedule 3.11 , there is no action, suit or proceeding pending or, to the knowledge of Ashford Trust OP, threatened against Ashford Trust OP or any Property Entity which, if adversely determined, would reasonably be expected to have a material and adverse effect on the condition, financial or otherwise, or the earnings or business affairs of any Property Entity or the Property. There is no action, suit, or proceeding pending or, to the knowledge of Ashford Trust OP, threatened against Ashford Trust OP which challenges or impairs the ability of Ashford Trust OP to execute or deliver, or materially perform its obligations under this Option Agreement or to consummate the transactions hereby or thereby, except as would not, individually or in the aggregate, reasonably be expected to have a materially and adverse effect on the condition, financial or otherwise, or the earnings or business affairs of any Property Entity.

Section 3.12 No Insolvency Proceedings . No bankruptcy or similar insolvency proceeding has been filed, or is currently contemplated, with respect to Ashford Trust OP or any of the Property Entities.

Section 3.13 Investment Representations . Ashford Trust OP hereby represents:

(a) If Ashford Trust OP elects to receive the Property Purchase Price in Ashford Prime OP Units, Ashford Trust OP will be acquiring the Ashford Prime OP Units for its own account and not with the view to the sale or distribution of the same or any part thereof in violation of the Securities Act of 1933, as amended (the “ Act ”).

(b) Ashford Trust OP understands that the Ashford Prime OP Units to be issued to Ashford Trust OP, if any, will not be registered under the Act, or the securities laws of any state (“ Blue Sky Laws ”) by reason of a specific exemption or exemptions from registration under the Act and applicable Blue Sky Laws and that Ashford Prime OP’s reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of Ashford Trust OP.

(c) Ashford Trust OP understands that, for the reasons set forth in paragraph (b) above the Ashford Prime OP Units may not be offered, sold, transferred, pledged (other than pursuant to the Ashford Trust Credit Agreement) or otherwise disposed of by Ashford Trust OP except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the Ashford Prime OP Units may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon Ashford Prime OP or Ashford Prime, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters and reasonably acceptable to Ashford Prime OP to the effect that the proposed transfer is exempt from the registration requirements of the Act and any applicable Blue Sky Laws, and that, accordingly, Ashford Trust

-11-

OP must bear the economic risk of an investment in Ashford Prime Common Units for an indefinite period of time.

(d) Ashford Trust OP is an “accredited investor” within the meaning of Rule 501(a) promulgated under the Act.

(e) Ashford Trust OP understands that an investment in Ashford Prime involves substantial risks. Ashford Trust OP has had the opportunity to review all documents and information which it has requested concerning its investment in Ashford Prime OP and Ashford Prime and to ask questions of the proposed management of Ashford Prime OP and Ashford Prime, which questions were answered to its satisfaction.

(f) Ashford Trust OP understands that the Ashford Prime OP Units (and any shares of common stock of Ashford Prime issued upon exchange of the Ashford Prime OP Units) will bear a legend substantially to the effect of the following:

The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “ Act ”), or the securities laws of any state. The securities may not be offered, sold, transferred, pledged or otherwise disposed of without an effective registration statement under the Act and under any applicable state securities laws, receipt of a no-action letter issued by the Securities and Exchange Commission (together with either registration or an exemption under applicable state securities laws) or an opinion of counsel acceptable to Ashford Hospitality Prime Limited Partnership and Ashford Hospitality Prime, Inc. that the proposed transaction will be exempt from registration under the Act and applicable state securities laws.

and that Ashford Prime OP or Ashford Hospitality Prime, Inc, as the case may be, reserve the right to place a stop order against the transfer of the Ashford Prime OP Units (and any shares of common stock of Ashford Prime issued upon exchange of the Ashford Prime OP Units), and to refuse to effect any transfers thereof, in the absence of satisfying the conditions contained in the foregoing legend.

Section 3.14 No Other Representations and Warranties . Other than the representations and warranties expressly set forth in this Article III, Ashford Trust OP shall not be deemed to have made any other representation or warranty in connection with this Option Agreement or the transactions contemplated hereby.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF ASHFORD TRUST TRS

As a material inducement to Optionees to enter into this Option Agreement and to consummate the transactions contemplated hereby, Ashford Trust TRS hereby makes to Optionees each of the representations and warranties and covenants set forth in this Article IV. The representations and warranties set forth in this Article IV are true as of the date hereof. As a condition to Optionees’ obligation to complete the purchase of the Grantor Equity Interests after

-12-

the exercise of the Purchase Option, such representations and warranties must continue to be true, in all material respects, as of the date of the Closing.

Section 4.1 Organization . Ashford Trust TRS and each of the TRS Entities are duly organized, validly existing and in good standing under the laws of the respective jurisdiction of such entity’s organization.

Section 4.2 Authorization of Transaction . Subject to the receipt of third-party consents as required as a condition to closing pursuant to Section 2.3(i) , Ashford Trust TRS has full right, authority, power and capacity to: (i) enter into this Option Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of Ashford Trust TRS pursuant to this Option Agreement, including, without limitation, the Closing Documents to which it is a party; (ii) carry out the transactions contemplated hereby and thereby; and (iii) transfer, sell and deliver the Ashford Trust TRS Equity Interests to Ashford Prime TRS (or its designee) upon payment therefor in accordance with this Option Agreement. This Option Agreement and each agreement, document and instrument executed and delivered by or on behalf of Ashford Trust TRS pursuant to this Option Agreement constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of Ashford Trust TRS, each enforceable in accordance with its respective terms.

Section 4.3 Authority to Conduct Business . Each TRS Entity is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required. Each TRS Entity has full power and authority and all material licenses, permits, and authorizations necessary to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. Ashford Trust TRS has delivered to Ashford Prime TRS correct and complete copies of the governing documents of each TRS Entity, as amended to date. No TRS Entity is in default under or in violation of any provision of its governing documents.

Section 4.4 Noncontravention . Subject to the receipt of third-party consents as required as a condition to closing pursuant to Section 2.3(i) , the execution, delivery and performance of this Option Agreement and each additional agreement, document and instrument to be executed and delivered by or on behalf of Ashford Trust TRS pursuant to this Option Agreement, including, without limitation, the Closing Documents: (A) does not and will not violate the governing documents of any TRS Entity or Ashford Trust TRS’s governing documents; (B) does not and will not violate any foreign, federal, state, local or other Law applicable to any TRS Entity or Ashford Trust TRS, or require any TRS Entity or Ashford Trust TRS to obtain any approval, consent or waiver of, or make any filing with, any Person or authority (governmental or otherwise) that has not been obtained or made or which does not remain in effect; and (C) subject to the satisfaction of the condition set forth in Section 2.3(iii) , does not and will not result in a breach of, constitute a default under, accelerate any obligation under or give rise to a right of termination of, any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, Lien, lease, permit, authorization, Order, writ, judgment, injunction, decree, determination or arbitration award to which any TRS Entity or Ashford Trust TRS is a party or by which the property of any TRS Entity or Ashford Trust TRS is bound or affected, or result in the creation of any Encumbrance on any TRS Entity or the Ashford Trust Equity Interests.

-13-

Section 4.5 No Encumbrances . Subject to the receipt of third-party consents and waivers as required as a condition to closing pursuant to Section 2.3(i) , , as of the Closing Date, Ashford Trust TRS will be the beneficial and record holder of the Ashford Trust TRS Equity Interests, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act or any Blue Sky Laws) or Encumbrances; and as of the Closing Date, Ashford Trust TRS will have the full power and authority to convey the Ashford Trust TRS Equity Interests free and clear of any Encumbrances, and upon delivery of the Assignment Agreement by Ashford Trust TRS conveying the Ashford Trust TRS Equity Interests and receipt by Ashford Trust TRS of the TRS Purchase Price as herein provided, Ashford Prime TRS (or its designee) will acquire good and valid title thereto, free and clear of all Encumbrances. No TRS Entity has issued any LLC membership or other equity ownership interests, and no TRS Entity has any outstanding options, warrants, convertible securities, calls, rights, commitments, preemptive rights, agreements, arrangements or understanding of any character obligating any TRS Entity to (i) issue, deliver or sell, or cause to be issued, delivered or sold, additional equity ownership interests in such TRS Entity or any securities or obligations convertible into or exchangeable for ownership interests in such TRS Entity; or (ii) grant, extend or enter into any such option, warrant, convertible security, call, right, commitment, preemptive right, agreement, arrangement or understanding.

Section 4.6 No Other Agreements to Sell . Ashford Trust TRS represents that it has made no agreement with, and will not enter into any agreement with, and has no obligation (absolute or contingent) to, any other Person or firm to sell, transfer or in any way encumber the Ashford Trust TRS Equity Interests or to not sell the Ashford Trust TRS Equity Interests, or to enter into any agreement with respect to a sale, transfer or Encumbrance of or put or call right with respect to the Ashford Trust TRS Equity Interests.

Section 4.7 Compliance With Laws . Each TRS Entity has conducted its business in compliance with all applicable Laws, except for such failures that would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the condition, financial or otherwise, or the earnings or business affairs of any TRS Entity or the Property.

Section 4.8 Licenses and Permits . Each TRS Entity possesses such certificates, authorities or permits issued by the appropriate state or federal agencies or bodies necessary to conduct the business conducted by it to the extent that failure to have any such certificates, authorities or permits would have a material adverse effect on such entity. Neither Ashford Trust TRS nor any TRS Entity has received any written notice of proceedings relating to the revocation or modification or any such certificate, authority or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling, or finding, would materially and adversely affect the condition, financial or otherwise, or the earnings or business affairs of any TRS Entity or the Property.

Section 4.9 Taxes . Except as set forth on Schedule 4.9 attached hereto, (i) all Taxes required to be paid by each TRS Entity on or before the date hereof have been paid and all Tax Returns required to be filed on or before the date hereof (taking into account any extensions to file previously received) by or on behalf of any TRS Entity have been timely filed; and (ii) there is no action, suit or proceeding pending against or threatened with respect to any TRS Entity in respect of any Tax, nor is any claim for additional Tax asserted by any TRS Entity nor are any of

-14-

the TRS Entities’ federal, state and local income or franchise Tax Returns the subject of any audit or examination by any taxing authority. Except as set forth on Schedule 4.9 attached hereto, no TRS Entity has executed or filed with the Internal Revenue Service or any other taxing authority any agreement now in effect extending the period for assessment or collection of any income or other Taxes.

Section 4.10 Litigation . Except as set forth in Schedule 4.10 , there is no action, suit or proceeding pending or, to the knowledge of Ashford Trust TRS, threatened against Ashford Trust TRS or any TRS Entity which, if adversely determined, would reasonably be expected to have a material and adverse effect on the condition, financial or otherwise, or the earnings or business affairs of any TRS Entity. There is no action, suit, or proceeding pending or, to the knowledge of Ashford Trust TRS, threatened against Ashford Trust TRS which challenges or impairs the ability of Ashford Trust TRS to execute or deliver, or materially perform its obligations under this Option Agreement or to consummate the transactions hereby or thereby, except as would not, individually or in the aggregate, reasonably be expected to have a materially and adverse effect on the condition, financial or otherwise, or the earnings or business affairs of any TRS Entity.

Section 4.11 No Insolvency Proceedings . No bankruptcy or similar insolvency proceeding has been filed, or is currently contemplated, with respect to Ashford Trust TRS or any TRS Entity.

Section 4.12 No Other Representations and Warranties . Other than the representations and warranties expressly set forth in this Article IV, Ashford Trust TRS shall not be deemed to have made any other representation or warranty in connection with this Option Agreement or the transactions contemplated hereby.

ARTICLE V

REPRESENTATIONS, WARRANTIES OF ASHFORD PRIME OP

As a material inducement to the Grantors to enter into this Option Agreement and to consummate the transactions contemplated hereby, Ashford Prime OP hereby makes to the Grantors each of the representations and warranties set forth in this Article V. The representations and warranties set forth in this Article V are true as of the date hereof. As a condition to Grantors’ obligation to complete the contribution or sale of the Grantor Equity Interests after the exercise of the Purchase Option, such representations and warranties must continue to be true and correct, in all material respects, as of the date of the Closing.

Section 5.1 Organization . Ashford Prime OP is duly organized, validly existing and in good standing as a limited partnership under the laws of the State of Delaware.

Section 5.2 Authority . Ashford Prime OP hereby represents and warranties that it has full right, authority, power and capacity to: (i) enter into this Option Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of it pursuant to this Option Agreement, including without limitation, the Closing Documents to which it is a party; and (ii) carry out the transactions contemplated hereby and thereby. This Option

-15-

Agreement and each agreement, document and instrument executed and delivered by Ashford Prime OP pursuant to this Option Agreement constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of Ashford Prime OP, each enforceable in accordance with its respective terms.

Section 5.3 Noncontravention . The execution, delivery and performance of this Option Agreement and each additional agreement, document and instrument to be executed and delivered by or on behalf of Ashford Prime OP pursuant to this Option Agreement: (A) does not and will not violate the partnership agreement of Ashford Prime OP; (B) does not and will not violate any foreign, federal, state, local or other Law applicable to Ashford Prime OP, or require Ashford Prime OP to obtain any approval, consent or waiver of, or make any filing with, any Person or authority (governmental or otherwise) that has not been obtained or made or which does not remain in effect; and (C) does not and will not result in a breach of, constitute a default under, accelerate any obligation under or give rise to a right of termination of, any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, Lien, lease, permit, authorization, Order, writ, judgment, injunction, decree, determination or arbitration award to which Ashford Prime OP is a party or by which the property of Ashford Prime OP is bound or affected.

Section 5.4 Litigation . There is no action, suit or proceeding pending or to Ashford Prime OP’s knowledge, threatened against Ashford Prime OP, that challenges or would reasonably be expected to impair the ability of Ashford Prime OP to execute or deliver or materially perform its obligations under this Option Agreement and the documents executed by it pursuant to this Option Agreement or to consummate the transactions contemplated hereby or thereby.

Section 5.5 Validity of Ashford Prime OP Units . The Ashford Prime OP Units to be issued to AHT OP upon the exercise of the Purchase Option, if any, will be duly authorized by Ashford Prime OP and, when issued against the consideration therefor, will be validly issued by Ashford Prime OP, free and clear of all Liens created by Ashford Prime OP.

Section 5.6 No Other Representations and Warranties . Other than the representations and warranties expressly set forth in this Article V, Ashford Prime OP shall not be deemed to have made any other representation or warranty in connection with this Option Agreement or the transactions contemplated hereby.

ARTICLE VI

REPRESENTATIONS, WARRANTIES OF ASHFORD PRIME TRS

As a material inducement to the Grantors to enter into this Option Agreement and to consummate the transactions contemplated hereby, Ashford Prime TRS hereby makes to the Grantors each of the representations and warranties set forth in this Article VI. The representations and warranties set forth in this Article VI are true as of the date hereof. As a condition to Grantors’ obligation to complete the sale of the Grantor Equity Interests after the exercise of the Purchase Option, such representations and warranties must continue to be true and correct, in all material respects, as of the date of the Closing.

-16-

Section 6.1 Organization . Ashford Prime TRS is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware.

Section 6.2 Authority . Ashford Prime TRS hereby represents and warranties that it has full right, authority, power and capacity to: (i) enter into this Option Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of it pursuant to this Option Agreement, including without limitation, the Closing Documents to which it is a party; and (ii) carry out the transactions contemplated hereby and thereby. This Option Agreement and each agreement, document and instrument executed and delivered by Ashford Prime TRS pursuant to this Option Agreement constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of Ashford Prime TRS, each enforceable in accordance with its respective terms.

Section 6.3 Noncontravention . The execution, delivery and performance of this Option Agreement and each additional agreement, document and instrument to be executed and delivered by or on behalf of Ashford Prime TRS pursuant to this Option Agreement: (A) does not and will not violate the governing documents of Ashford Prime TRS; (B) does not and will not violate any foreign, federal, state, local or other Law applicable to Ashford Prime TRS, or require Ashford Prime TRS to obtain any approval, consent or waiver of, or make any filing with, any Person or authority (governmental or otherwise) that has not been obtained or made or which does not remain in effect; and (C) does not and will not result in a breach of, constitute a default under, accelerate any obligation under or give rise to a right of termination of, any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, Lien, lease, permit, authorization, Order, writ, judgment, injunction, decree, determination or arbitration award to which Ashford Prime TRS is a party or by which the property of Ashford Prime TRS is bound or affected.

Section 6.4 Litigation . There is no action, suit or proceeding pending or to Ashford Prime TRS’ knowledge, threatened against Ashford Prime TRS, that challenges or would reasonably be expected to impair the ability of Ashford Prime TRS to execute or deliver or materially perform its obligations under this Option Agreement and the documents executed by it pursuant to this Option Agreement or to consummate the transactions contemplated hereby or thereby.

Section 6.5 No Other Representations and Warranties . Other than the representations and warranties expressly set forth in this Article VI, Ashford Prime TRS shall not be deemed to have made any other representation or warranty in connection with this Option Agreement or the transactions contemplated hereby.

ARTICLE VII

COVENANTS

Section 7.1 Covenant Not to Substantially Alter the Grantor Equity Interests . From the date hereof through the earlier of the Closing Date or the Option Termination Date, except as otherwise provided for or as contemplated by this Option Agreement or the other

-17-

agreements, documents and instruments contemplated hereby, Grantors shall not, without the prior written consent of Ashford Prime OP:

(a) sell, transfer or otherwise dispose of all or any portion of the Grantor Equity Interests;

(b) further mortgage, pledge, hypothecate, encumber (or permit to become encumbered) all or any portion of the Grantor Equity Interests;

(c) amend the governing documents of any Property Entity or any TRS Entity; or

(d) adopt a plan of liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization with respect to Ashford Trust OP, Ashford Trust TRS, any Property Entity or any TRS Entity.

Section 7.2 Covenant to Use Reasonable Commercial Efforts . Ashford Trust OP and Ashford Prime OP shall each use commercially reasonable efforts and cooperate with each other in (a) promptly determining wither any filings are required to be made or consents, approvals, waivers, permits or authorizations are required to be obtained (under any applicable Law or regulation from any Governmental Authority or third party) in connection with the transactions contemplated by this Option Agreement and (b) following the exercise of the Purchase Option, promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to obtain any such consents, approvals, waivers, permits or authorizations.

Section 7.3 Covenant by Ashford Prime OP to Replace Ashford Trust OP as Guarantor Where Applicable .

(a) To the extent that, prior to the date of this Option Agreement, Ashford Trust has guaranteed any obligations under the Existing Mortgage, or any portion thereof, or any management agreement or franchise matters or other agreement related to the Property (“ Existing Guarantees ”), Ashford Prime agrees to enter into substantially similar guarantees in favor of the lenders, managers, franchisors or other beneficiaries of such Existing Guarantees.

(b) To the extent that, prior to the date of this Option Agreement, Ashford Trust OP has entered into any Existing Guarantees, Ashford Prime OP agrees to enter into substantially similar guarantees in favor of the lenders, managers, franchisors or other beneficiaries of such Existing Guarantees.

Section 7.4 Covenant by Ashford Prime OP to Admit Ashford Trust OP as a Limited Partner . If the Purchase Option is Exercised and Ashford Trust OP elects to receive the Property Purchase Price in Ashford Prime OP Units, Ashford Prime OP shall amend the partnership agreement of Ashford Prime OP to reflect Ashford Trust OP as a limited partner, owning the Ashford Prime OP Units payable as the Property Purchase Price.

Section 7.5 Casualty . If, following exercise of the Purchase Option and prior to Closing, the Property is damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost not more than Ten Million Dollars ($10,000,000) to repair,

-18-

then neither party shall have the right to terminate this Option Agreement by reason thereof, and the Closing shall take place without abatement of the Property Purchase Price and TRS Purchase Price, but Grantors shall assign to Optionees at the Closing all of Grantor’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance for the period preceding the Closing Date) that may be payable to Grantors on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Grantors for actual expenditures of restoration, plus Ashford Prime OP shall credit the amount of any deductibles under any policies related to such proceeds to the Property Purchase Price. If any such damage due to fire or other casualty is insured and would cost in excess of Ten Million Dollars ($10,000,000), then Optionees may terminate their obligations under this Option Agreement by written notice given to Grantors within ten (10) days after Ashford Trust OP has given Ashford Prime OP notice of such damage or casualty. Should Optionees elect to proceed to Closing notwithstanding the amount of the insured loss, the Closing shall take place without abatement of the Property Purchase Price and TRS Purchase Price and at Closing, Grantors shall assign to Optionees the insurance proceeds and grant to Ashford Prime OP a credit against the Property Purchase Price equal to the amount of the applicable deductible.

Section 7.6 Condemnation . Following exercise of the Purchase Option and prior to Closing, Ashford Trust OP agrees to give Ashford Prime OP prompt notice of any notice it receives of any taking by condemnation of any part of or rights appurtenant to the Property. If such taking will materially interfere with the operation or use of the Property, the Optionees may terminate their obligations under this Option Agreement by written notice to Ashford Trust OP within ten (10) days after Ashford Trust OP has given Ashford Prime OP such notice of taking. If Optionees do not so elect to terminate this Option Agreement, or if such taking will not materially interfere with the operation or use of the Property, then the Closing shall take place as provided herein, and Grantors shall assign to Optionees at the Closing all of Grantor’s interest in any condemnation award which may be payable to Grantors on account of any such condemnation and, at Closing, Ashford Trust OP shall credit the Property Purchase Price by the amount, if any, of condemnation proceeds received by Grantors less (i) any amounts reasonably expended by Grantors in collecting such sums, (ii) any amounts reasonably used by Grantors to repair the Property as a result of such condemnation, and (iii) any amounts which are reasonably allocated to lost earnings or other damages or losses (other than unrepaired property damages) reasonably allocated or attributed to the period of time prior to Closing.

ARTICLE VIII

INDEMNIFICATION

Section 8.1 Indemnity .

(a) From and after the Closing, each party hereto (each of which is an “ Indemnifying Party ”) shall indemnify and hold harmless the other party and its Affiliates (each of which is an “ Indemnified Party ”) from and against any and all charges, complaints, claims, actions, causes of action, losses, damages, liabilities and expenses of any nature whatsoever (each, a “ Claim ”), including amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, costs of investigative judicial or administrative proceedings or appeals therefrom and costs of attachment

-19-

or similar bonds (collectively, “ Losses ”) arising out of or relating to, asserted against, imposed upon or incurred by the Indemnified Party in connection with or as a result of any breach of a representation, warranty or covenant of the Indemnifying Party contained in this Option Agreement or in any schedule, exhibit, certificate or affidavit or Closing Document (to the extent not known by Indemnified Party prior to Closing Date); provided, however, that: (i) no Optionee shall have any obligation under this Article to indemnify any Indemnified Party against any Losses to the extent that such Losses arise by virtue of (A) either Grantors’ breach of this Option Agreement, gross negligence, willful misconduct or fraud or (B) the operation of the business of Ashford Trust OP, the Property Entities, Ashford Trust TRS or the TRS Entities, or the ownership and operation of the Property for the period prior to the Closing Date; and (ii) no Grantor shall have any obligation under this Article to indemnify any Indemnified Party against any Losses to the extent that such Losses arise by virtue of (A) any diminution in value of the Property, (B) either Optionee’s breach of this Option Agreement, gross negligence, willful misconduct or fraud or (C) the operation of the business of Ashford Prime OP, the Property Entities, Ashford Prime TRS or the TRS Entities, or the ownership and operation of the Property for the period from and after the Closing Date; and

(b) Ashford Trust OP and Ashford Trust TRS shall indemnify Optionees and hold them harmless from and against all Losses arising from: (A) all Taxes of the Grantors for all Tax periods ending on or before the Closing Date, (B) with respect to any Tax period including but not ending on the Closing Date, all Taxes of the Grantors attributable to the portion of such Tax period that ends on and includes the Closing Date, and (C) all Taxes of any Person imposed on the Optionees as a transferee or successor, by contract or pursuant to any Law (including, but not limited to, Treasury Regulations Section 1.1502-6 and V.T.C.A., Tax Code, Chapter 171) with respect to obligations or relationships existing on or prior to the Closing Date or by agreements entered into or transactions entered into on or prior to the Closing Date; provided, however, that for the avoidance of doubt:

(i) Neither Ashford Trust OP nor Ashford Trust TRS shall have liability for any Taxes or Losses with respect to Taxes that are attributable to any transaction that occurs on or after the Closing.

(ii) Neither Ashford Trust OP nor Ashford Trust TRS shall have liability to either Optionee for any Losses attributable to Taxes with respect to (A) any Tax period beginning after the Closing Date, or (B) any portion of a straddle period (a Tax period which includes but does not end on the Closing Date) that accrue to the period following the Closing Date.

(iii) Neither Ashford Trust OP nor Ashford Trust TRS shall have liability for any transfer Taxes related to the transactions contemplated by this Option Agreement or the exercise of the Purchase Option, which shall be paid by Ashford Prime.

(c) From and after the Closing Date, Ashford Prime OP and Ashford Prime agree to jointly and severally indemnify and hold harmless Ashford Trust, Ashford Trust OP and their respective Affiliates from and against any and all Losses and Claims arising from and after the Closing Date under the Existing Guarantees, which Existing Guarantees, if any, shall be specifically identified to and acknowledged by Ashford Prime OP and Ashford Prime at the time

-20-

of the Closing (the “ Guarantee Schedule ”). The obligations of Ashford Prime OP and Ashford Prime under this Section 8.1(c) shall continue as to each Existing Guarantee until such Existing Guarantee is terminated in accordance with its terms or Ashford Trust, Ashford Trust OP and their Affiliates, as applicable, are otherwise released in writing from such Existing Guarantees.

(d) For the avoidance of doubt, Ashford Trust OP and Ashford Trust TRS shall be jointly and severally liable to Optionees for any Losses for which Optionees are entitled to indemnification under this Article VIII, and Optionees shall be jointly and severally liable to Ashford Trust OP and Ashford Trust TRS for any Losses for which Ashford Trust OP and Ashford Trust TRS are entitled to indemnification under this Article VIII.

Section 8.2 Notice of Claims . At the time when any Indemnified Party learns of any potential Claim against the Indemnifying Party it will promptly give written notice (a “ Claim Notice ”) to the Indemnifying Party; provided that failure to do so shall not prevent recovery under this Option Agreement, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to such Indemnified Party giving rise to such Claim, and the amount or good faith estimate of the amount of Losses arising therefrom. Unless prohibited by Law, such Indemnified Party shall deliver to the Indemnifying Party, promptly after such Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to claims asserted by third parties (“ Third Party Claims ”). Any Indemnified Party may at its option demand indemnity under this Article VII as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as such Indemnified Party shall in good faith determine that such claim is not frivolous and that such Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof.

Section 8.3 Third Party Claims . The Indemnifying Party shall be entitled, at its own expense, to assume and control the defense of any Claims based on Third Party Claims, through counsel chosen by the Indemnifying Party and reasonably acceptable to such Indemnified Party (or any Person authorized by such Indemnified Party to act on its behalf), if it gives written notice of its intention to do so to such Indemnified Party within 30 days of the receipt of the applicable Claim Notice; provided, however, that such Indemnified Party may at all times participate in such defense at its expense. Without limiting the foregoing, in the event that the Indemnifying Party exercises the right to undertake any such defense against a Third Party Claim, such Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party (unless prohibited by Law), at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in such Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. No compromise or settlement of such Third Party Claim may be effected by either such Indemnified Party, on the one hand, or the Indemnifying Party, on the other hand, without the other’s consent (which consent shall not be unreasonably withheld, conditioned or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party and (ii) each Indemnified Party that is party to such other claim is released from all liability with respect to such other claim.

-21-

Section 8.4 Procedure for Indemnification . Upon determination of the amount of a Claim that is binding on both the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall, within ten (10) days of the date such amount is determined, pay the amount of such Claim by wire transfer of immediately available funds to an account designated by the Indemnified Party.

Section 8.5 Expiration .

(a) Subject to the limitations set forth in Section 8.5(b) below, all representations, warranties, covenants and agreements (including those relating to indemnification in Section 8.1 ) made herein shall survive the Closing Date.

(b) All representations, warranties and covenants of the Indemnifying Party contained in this Option Agreement shall survive until twelve months after the Closing Date (the “ Expiration Date ”); provided, however, (i) the representations and warranties set forth in Section 3.11 or Section 4.9 with respect to Taxes, shall survive Closing until the expiration of the applicable statute of limitations for making a claim for such matters and (ii) the covenants set forth in Section 8.1(c) shall survive Closing without limitation. If written notice of a claim in accordance with the provisions of this Article VIII has been given prior to the Expiration Date, then the relevant representation, warranty and covenant shall survive, but only with respect to such specific claim, until such claim has been finally resolved. Any claim for indemnification not so asserted in writing by the Expiration Date, as applicable, may not thereafter be asserted and shall forever be waived.

Section 8.6 Limitations on Amount .

(a) Except as provided in subparagraph (b) below, neither Ashford Trust OP nor Ashford Trust TRS shall have any liability under Section 8.1 for any Losses hereunder (i) unless and until the aggregate total amount of all such Losses for which Ashford Trust OP or Ashford Trust TRS would, but for this provision, be liable exceeds, on a cumulative basis, one percent (1%) of the aggregate of the Property Purchase Price and the TRS Purchase Price on the Closing Date, and then only to the extent of such excess, (ii) in excess of, on a cumulative basis, five percent (5%) of the aggregate of the Property Purchase Price and the TRS Purchase Price.

(b) The limitations set forth in Section 8.6(a) above shall not apply to any Losses resulting from Claims made under Section 8.1(c) .

ARTICLE IX

MISCELLANEOUS

Section 9.1 Additional Definitions . For the purposes of this Option Agreement, the following terms shall have the following meanings:

(a) “ Affiliate ” means, with respect to any Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the specified Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common

-22-

control with”) as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided, however, for purposes of this Option Agreement, Ashford Prime and the Optionees shall not be deemed to be Affiliates of Ashford Trust and the Grantors.

(b) “ Business Day ” means any day that is not a Saturday, Sunday or legal holiday in the State of Texas.

(c) “ Code ” means the Internal Revenue Code of 1986, as amended, together with the rules and regulations promulgated or issued thereunder.

(d) “ Governmental Authority ” means any government or agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether federal, state or local, domestic or foreign.

(e) “ Law ” means laws, statutes, rules, regulations, codes, Orders, ordinances, judgments, injunctions, decrees and policies of any Governmental Authority.

(f) “ Liens ” means all pledges, claims, liens, charges, restrictions, controls, easements, rights of way, exceptions, reservations, leases, licenses, grants, covenants and conditions, Encumbrances and security interests of any kind or nature whatsoever.

(g) “ Order ” means any order, writ, judgment, injunction, decree, ruling, assessment, stipulation, determination or award entered by or with any court or other Governmental Authority or arbitrator.

(h) “ Person ” means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity.

(i) “ Tax ” means all federal, state, local and foreign income, property, withholding, sales, franchise, employment, excise and other Taxes, tariffs or governmental charges of any nature whatsoever, including estimated Taxes, together with penalties, interest or additions to Tax with respect thereto.

(j) “ Tax Return ” means any return, declaration, report, claim for refund, or information return or statement related to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

Section 9.2 Amendment . Any amendment hereto shall be in writing and signed by all parties hereto. No waiver of any of the provisions of this Option Agreement shall be valid unless in writing and signed by the party against whom enforcement is sought.

Section 9.3 Entire Agreement; Counterparts; Applicable Law . This Option Agreement and all ancillary agreements executed in connection with this Option Agreement (a) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, (b) may be executed in several counterparts, each of which will be deemed an original and all of which shall

-23-

constitute one and the same instrument and (c) shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of Texas without giving effect to the conflict of law provisions thereof.

Section 9.4 Assignability . This Option Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors and assigns; provided, however, that this Option Agreement may not be assigned (except by operation of law) by any party without the prior written consent of the other parties, and any attempted assignment without such consent shall be void and of no effect; provided, however, that Optionees may assign this Option Agreement, the Closing Documents and any agreement contemplated hereunder or thereunder to Ashford Prime or to an Affiliate of either Optionee or Ashford Prime without the consent of either Grantor. In the event that Optionees assign this Option Agreement as provided herein, Optionees shall remain fully liable under this Option Agreement to issue the Ashford Prime OP Units and shall not be released from any of the obligations and liabilities included herein following such assignment.

Section 9.5 Titles . The titles and captions of the Articles, Sections and paragraphs of this Option Agreement are included for convenience of reference only and shall have no effect on the construction or meaning of this Option Agreement.

Section 9.6 Third Party Beneficiary . No provision of this Option Agreement is intended, nor shall it be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in any customer, Affiliate, stockholder, partner, director, officer or employee of any party hereto or any other Person or entity; provided, however, that Article VIII of this Option Agreement shall be enforceable by and shall inure to the benefit of the Persons described therein.

Section 9.7 Severability . If any provision of this Option Agreement, or the application thereof, is for any reason held to any extent to be invalid or unenforceable, the remainder of this Option Agreement and application of such provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Option Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provision and to execute any amendment, consent or agreement deemed necessary or desirable by an Optionee to effect such replacement.

Section 9.8 Equitable Rights . The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Option Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Option Agreement and to enforce specifically the terms and provisions hereof in any federal or state court located in the State of Texas (as to which the parties agree to submit to jurisdiction for the purposes of such action), this being in addition to any other remedy to which they are entitled at law or in equity.

-24-

Section 9.9 Attorneys’ Fees . In connection with any litigation or a court proceeding arising out of this Option Agreement, the prevailing party shall be entitled to recover all costs incurred, including reasonable attorneys’ fees and legal assistants’ fees and costs whether incurred prior to trial, at trial or on appeal.

Section 9.10 Notices; Exercise of Purchase Option . Any notice or demand which must or may be given under this Option Agreement (including the exercise by Optionees of the Purchase Option) or by law shall, except as otherwise provided, be in writing and shall be deemed to have been given (i) when physically received by personal delivery (which shall include the confirmed receipt of a telecopied facsimile transmission), or (ii) three (3) Business Days after being deposited in the United States certified or registered mail, return receipt requested, postage prepaid, or (iii) one (1) Business Day after being deposited with a nationally known commercial courier service providing next day delivery service (such as Federal Express); addressed and delivered or telecopied (a) in the case of a notice to the Optionees at the following address and telecopy number:

c/o Ashford Hospitality Advisors LLC

14185 Dallas Parkway, Suite 1100

Dallas, Texas 75254

Phone: (972) 490-9600

and (b) in the case of a notice to a Grantors, to:

14185 Dallas Parkway, Suite 1100

Dallas, Texas 75254

Phone: (972) 490-9600

Section 9.11 Computation of Time . Any time period provided for herein which shall end on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. of the next full Business Day. All times are Central Standard Time.

Section 9.12 Time of the Essence . Time is of the essence with respect to all obligations of the Grantors under this Option Agreement.

[Signature Pages Follow]

-25-

IN WITNESS WHEREOF, each of the parties hereto has executed this Option Agreement, or caused the Option Agreement to be duly executed on its behalf, as of the date first above written.

Pier House Option Agreement – Signature Page

ACKNOWLEDGEMENT AND AGREEMENT:

The undersigned has executed this Option Agreement to acknowledge and agree to the provisions of this Agreement imposing obligations on Ashford Hospitality Prime, Inc., including but not limited to Section 7.3 and Article VIII.

CONSENT TO PLEDGE:

The undersigned is the sole general partner of Ashford Prime OP and hereby consents to the pledge by Ashford Trust OP under the Ashford Trust Credit Facility of any Ashford Prime OP Units issued to Ashford Trust OP in connection with the exercise of this Option Agreement.