ADVISORY AGREEMENT

THIS ADVISORY AGREEMENT (this “ Agreement ”), is dated and effective as of November 12, 2014 (the “ Effective Date ”), by and between ASHFORD HOSPITALITY TRUST, INC., a Maryland corporation (“ Ashford Trust ” or the “ Company ”), ASHFORD HOSPITALITY TRUST LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership” ), and ASHFORD HOSPITALITY ADVISORS LLC, a Delaware limited liability company (the “ Advisor ”).

WHEREAS, Ashford Trust, 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 Trust and the Operating Partnership);

WHEREAS, Ashford Trust is a public company that has elected to be treated as a real estate investment trust (a “ REIT ”) under the Internal Revenue Code of 1986, as amended (the “ Code ”) and has recently completed a spin-off of its asset management and external advisory subsidiary;

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 Trust (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 of loan documents to which the Company is a party, in each case, on behalf of the Company;

(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

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 Trust’s qualification as a REIT;

(r)      assist the Company in complying with all regulatory requirements applicable to the Company (subject to the Company providing appropriate, necessary and timely funding of capital);

(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 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 positions of the chief executive officer, president, chief operating officer, chief financial officer, chief strategy officer, chief accounting officer and executive vice president-asset management (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 as of August 29, 2003, as the same has been amended through the date hereof and may be amended from time to time hereafter, or the Master Management Agreement between the Company and Remington, dated as of August 29, 2003, as the same has been amended through the date hereof or may be amended or supplemented from time to time hereafter, 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 Trust 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 requires 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 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 below and (ii) equity compensation awarded by the Company to employees, officers, Affiliates and representatives of the Advisor pursuant to Section 6.3 below. The Advisor shall also be responsible for reimbursing the Company for all costs associated with Ashford Trust’s chairman emeritus, Archie Bennett, Jr., which reimbursement shall include a $700,000 annual stipend payable to Mr. Archie Bennett as well as the actual cost of all benefits available to him on the Effective Date and reimbursement for reasonable expenses incurred by him in connection with his service to Ashford Trust.

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 Trust’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 or that oversee the operations of international assets or related to Advisor’s personnel that source, investigate or provide diligence services in connection with possible acquisitions or investments 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 Market Capitalization of the Company, subject to the payment of a minimum quarterly base fee (“ Minimum Base Fee ”), if applicable. For purposes of this Agreement, “Total Market Capitalization” shall be calculated on a quarterly basis as:

(i)    the average of the volume-weighted average price per share of Ashford Trust’s common stock for each trading day of the preceding quarter multiplied by the average number of shares of Ashford Trust’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 beginning one year from the Effective Date 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 Market Capitalization.

The minimum base fee (on an annual basis) for the first partial quarter following the Effective Date, and the next four full fiscal quarters thereafter. will be equal to the greater of:

(i) 0.70% of the Company’s Total Market Capitalization as of the first day of trading immediately following the Effective Date; and

(ii) the G&A Ratio multiplied by the Company’s Total Market Capitalization as of the first day of trading immediately following the Effective Date.

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 Market Capitalization). 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 Market Capitalization 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 Market Capitalization 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, the Company’s total shareholder return will be calculated using the year-end stock price equal to the closing price of Ashford Trust’s common stock on the last trading day of the year, as compared to the closing stock price of Ashford Trust’s common stock on the last trading day of the prior year (or, with respect to the stub period ending December 31, 2014, the closing stock price of Ashford Trust’s common stock on the business day immediately following the Effective Date), in each case assuming all dividends on the common stock during such period are reinvested into additional shares of Ashford Trust common stock. The average total shareholder return for each Peer Group Member will be calculated in the same manner and for the same time period, and the average for the Peer Group will be the simple average of the total shareholder return for each Peer Group Member.

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 for such calendar year (or stub period) shall be calculated, for each year (or stub period) beginning with the stub period ending December 31, 2014, as (i) 5% of the amount (expressed as a percentage but in no event greater than 25%) 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, 2014, 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 2014 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 Company 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 Trust’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, subject to the FCCR Condition (defined below), shall be payable in arrears in three (3) equal annual installments with the first installment payable on January 15 following the applicable year for which the Incentive Fee relates and on January 15 of the next two successive years. Notwithstanding the foregoing, upon any termination of this Agreement for any reason, any unpaid Incentive Fee (including any Incentive Fee installment for the stub period ending on the termination date) shall become fully earned and immediately due and payable without regard to the FCCR Condition defined below. 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 Trust or common units of the Operating Partnership, with the balance payable in cash, unless at the time for payment of the Incentive Fee:

(i)    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,

(ii)    payment in such securities would cause the Advisor to be subject to the provisions of the Investment Company Act, or

(iii)    payment in such securities would not be legally permissible for any reason;

in which case, the entire Incentive Fee will be paid by the Company in cash.

Upon the determination of the Incentive Fee, except in the case of any termination of this Agreement in which case the Incentive Fee for the stub period and all unpaid installments of an Incentive shall be deemed earned and fully due and payable, each one-third installment of the Incentive Fee shall not be deemed earned by Advisor or otherwise payable by the Company unless the Company, as of the December 31 immediately preceding the due date for the payment of the Incentive Fee installment, has a FCCR of .20x or greater (the “ FCCR Condition ”). For purposes hereof, “FCCR” shall mean the Company’s fixed charge coverage ratio being the ratio of adjusted EBITDA for the previous four consecutive fiscal quarters to fixed charges, which includes all (i) interest expense of the Company and its subsidiaries, (ii) regularly scheduled principal payments of the Company and its subsidiaries, other than balloon or similar principal payments which repay indebtedness in full

and payments under cash flow mortgages applied to principal, and (iii) preferred dividends paid by the Company.

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 Trust 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 Trust 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 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.

(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 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 Prime, Inc. (“ Ashford Prime ”), the Advisor’s parent, or other programs advised, sponsored or organized by the Advisor or its Affiliates. The Company shall not revise its Investment Guidelines to be directly competitive with all or any portion of the Investment Guidelines of Ashford Prime as of November 19, 2013 or with all or any portion of the initial investment guidelines of any Spin-Off Company (as defined in Section 15). The Company acknowledges that Ashford Prime’s investment guidelines as such date hereof include 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:

travelers and meet the RevPAR criteria set forth in clause (i) above (after any applicable currency conversion to U.S. dollars).

The Company further acknowledges that any subsequent change to Ashford Prime’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 Prime as of November 19, 2013” 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 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 Prime 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 Prime, 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 Prime 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 .

(f)      To minimize conflicts with Ashford Prime and the Company, both of which are advised by the Advisor, Ashford Prime 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 Prime’s Investment Guidelines as of November 19, 2013 or the initial investment guidelines of any Spin-Off Company). As of the Effective Date, the Advisor advises Ashford Prime and also advises the Company. The Advisor may enter into an advising relationship with additional companies in the future. The Company hereby declares its Initial Investment Guidelines to be 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.

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.

(g)      If the Company materially modifies its Initial Investment Guidelines set forth in Section 9.2(a) above without the written consent of the Advisor (except in connection with the establishment of a Spin-Off Company), 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 Prime 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.

(h)      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 Prime 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 Prime 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 Prime, the Board of Directors and, if applicable, such other Person(s) approve its portion of such acquisition, Ashford Prime, the Company and, if applicable, such other Person(s) will cooperate in good 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 Prime and, if applicable, other Persons advised by the Advisor, in a fair and equitable manner consistent with the investment

objectives of the Company, Ashford Prime 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 Prime 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 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 (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 twenty 20 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 20th 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 a majority 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 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:

commission or omission, the Company will not have the right to terminate this Agreement pursuant to this Section 12(c)(iv) ; and

“ Advisor Change of Control ” shall be deemed to have occurred upon any of the following events affecting Advisor:

immediately before the event remain on the board of directors of Advisor or surviving entity immediately after the event, then no Advisor Change of Control shall be deemed to have occurred; or

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

(2)    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 (1) and (2) shall equal the amount described in (1).

(1)    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

(2)    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 (1) and (2) shall equal the amount described in (1).

The Termination Fee shall be payable to Advisor on or before the termination date of this Agreement.

Advisor shall be permitted to deduct any Accrued Fees in lieu of receiving payment for such Accrued Fees pursuant to Section 12(d)(i) ; (b) deliver a full accounting of all accounts held by the Advisor in the name of or on behalf of the Company; (c) deliver all property, documents, files, contracts and assets of the Company to the Company; and (d) cooperate with and assist the Company in executing an orderly transition of the management of the company’s assets to a new advisor.

(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 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 Trust, Inc.

14185 Dallas Parkway, Suite 1100

Dallas, TX 75254

Attn: Chief Executive Officer

With a copy to:

Ashford Hospitality Trust, 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 the Advisor without the consent of the Company.

(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:

Company or any of its subsidiaries, (C) a company owned, directly or indirectly, by stockholders of Ashford Trust in substantially the same proportions as the ownership of Ashford Trust, or (D) an underwriter temporarily holding securities pursuant to an offering of such securities, becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of Ashford Trust representing 35% or more of the shares of voting stock of Ashford Trust then outstanding;

(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.

(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 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.

1.      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.

1.      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.

2.      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.

3.      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 ).

4.      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. 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.

5.      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)

* * * * *

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

ASHFORD TRUST:

Ashford Hospitality Trust, Inc.

By: /s/ DAVID A. BROOKS     

Name: David A. Brooks

Title: Chief Operating Officer and General Counsel

OPERATING PARTNERSHIP:

Ashford Hospitality Limited Partnership

By:     Ashford OP General Partner LLC, its     general partner

By: /s/ DAVID A. BROOKS     

Name: David A. Brooks

Title: Vice President

ADVISOR:

Ashford Hospitality Advisors LLC

By: /s/ DAVID A. BROOKS     

Name: David A. Brooks

Title: Chief Operating Officer and General Counsel

Exhibit A

Peer Group Members

Chatham Lodging Trust (CLDT)

Chesapeake Lodging Trust (CHSP)

Diamondrock Hospitality Co. (DRH)

FelCor Lodging Trust Incorporated (FCH)

Hersha Hospitality Trust (HT)

Host Hotels & Resorts, Inc. (HST)

LaSalle Hotel Properties (LHO)

RLJ Lodging Trust (RLJ)

Summit Hotel Properties, Inc. (INN)

Sunstone Hotel Investors Inc. (SHO)

ASHFORD INC.

MUTUAL EXCLUSIVITY AGREEMENT

THIS ASHFORD INC. MUTUAL EXCLUSIVITY AGREEMENT (this “ Agreement ”) is entered as of the 12th day of November, 2014 (the “ Effective Date ”) by and among ASHFORD HOSPITALITY ADVISORS LLC , a Delaware limited liability corporation (“ Ashford LLC ”), ASHFORD INC. , a Delaware corporation (“ Ashford Inc. ”), and REMINGTON LODGING & HOSPITALITY, LLC , a Delaware limited liability company (“ Manager ”), and is consented and agreed to by MONTY J. BENNETT as a Remington Affiliate.

THE PARTIES HERETO ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions:

A. Prior to the date hereof, the Remington Parties have been actively engaged in various aspects of acquisition, development, renovation, management and operation of Hotel Properties.

B.      The Remington Parties plan to continue to engage in various aspects of acquisition, development, project management, renovation, management and operation of Hotel Properties.

C.      Ashford Inc. will provide asset management and external advisory services to other entities, initially within the hospitality industry, and Ashford Inc. may, in the future, undertake to acquire, develop, invest in, or purchase Hotel Properties on behalf of itself or Future Clients.

D.      The Ashford Inc. Parties desire to benefit from the hotel development, project management and property management experience of the Remington Parties and have agreed to engage Manager in connection with certain investment opportunities (subject to an Independent Director Election); provided, the Remington Parties agree to grant to each Future Client of the Ashford Inc. Parties a simultaneous first right of refusal with respect to any Remington Transaction that any of the Remington Parties source or identify that satisfy the Initial Investment Guidelines of such Future Client, as identified in the applicable advisory agreement between such Future Client and an Ashford Party, subject to any prior rights granted by the Remington Parties to other entities, including Ashford Prime and Ashford Trust.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and promises of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.      Definitions . All terms used in this Agreement but not defined herein shall have the meanings as set forth on Exhibit A attached hereto and incorporated herein for all purposes (applicable to both the singular and plural forms of the terms defined).

2.      Term of Agreement . This Agreement shall commence as of the Effective Date and shall terminate ten (10) years thereafter (the “ Initial Term ”), unless earlier terminated in whole or in part (with respect to the Remington Exclusivity Rights or the Ashford Inc. Exclusivity Rights, or both, as applicable), due to (a) an Event of Default under this Agreement and the non-defaulting party elects to terminate this Agreement, (b) the occurrence of a Remington Termination Event, or

(c) the occurrence of an Ashford Inc. Termination Event (the events in subparagraphs (a) through (c) herein each called, a “ Termination Event ”). Notwithstanding the foregoing, the Initial Term shall automatically be extended at the expiration of the Initial Term (with respect to the Remington Exclusivity Rights or the Ashford Inc. Exclusivity Rights, or both, as applicable), on the same terms and conditions contained herein, for each of five (5) successive periods of ten (10) Fiscal Years each; provided, however, that at the time of the expiration of the Initial Term or extension term, as applicable, a Termination Event with respect to the entirety of this Agreement does not then exist. The Initial Term as extended by any extension terms, if any, shall herein be called the “ Term .” Upon the occurrence of a Termination Event (except where such Termination Event is due to an Event of Default by any of the Remington Parties under this Agreement), the Remington Parties shall be entitled to receive the Reimbursement Amount payable under this Agreement. Subject to Section 9 (b) below, upon termination of the entirety of this Agreement, the Remington Parties and the Ashford Inc. Parties shall have no further obligations to one another pursuant to this Agreement, except for any indemnification obligations contained herein, which shall survive such termination. Any termination of this Agreement in whole or in part shall not terminate any existing management agreements (including any project management addendums thereto) and/or development agreements or any other agreements executed between the parties hereto that are then continuing and in full force and effect.

3.      Early Termination Events .

(a)      Remington Termination Event . Upon the occurrence of any of the following events, the Remington Parties acting through Manager may, at their election exercised in their sole and absolute discretion and upon written notice to the Ashford Inc. Parties, terminate the Ashford Inc. Exclusivity Rights:

Upon the Ashford Inc. Parties’ receipt of written notice of termination of the Ashford Inc. Exclusivity Rights from the Remington Parties, the Ashford Inc. Exclusivity Rights set forth in this Agreement shall terminate; however, all other terms and provisions of this Agreement shall remain in full force and effect, including the Remington Exclusivity Rights, until this Agreement expires or is otherwise terminated as permitted under this Agreement.

(b)      Ashford Inc. Termination Event . Upon the occurrence of any of the following events, the Ashford Inc. Parties may, at their election exercised in their sole and absolute discretion and upon written notice to the Remington Parties, terminate the Remington Exclusivity Rights:

Upon the Remington Parties’ receipt of written notice of termination of the Remington Exclusivity Rights from the Ashford Inc. Parties, the Remington Exclusivity Rights set forth in this Agreement shall terminate; however, all other terms and provisions of this Agreement shall remain in full force and effect, including the Ashford Inc. Exclusivity Rights, until this Agreement expires or is otherwise terminated as permitted under this Agreement.

4.      Ashford Inc. Exclusivity Rights .

(a)      Remington Transaction . If any of the Remington Affiliates identifies an opportunity to develop and construct, acquire all or a portion of, or invest in, a Hotel Property that meets the Initial Investment Guidelines of any Future Client or the proposed initial investment guidelines of a new platform or entity to be created by, or spun-off from, Ashford Inc. (herein each called, a “ Remington Transaction ”), the Remington Parties on behalf of themselves and their Affiliates, hereby grant to the Ashford Parties the simultaneous first right of refusal to negotiate the purchase and assumption of such Remington Transaction on behalf of themselves or such Future Client. The Remington Affiliates agree not to pursue any such opportunity (except as provided in this Section 4 ) and acknowledge that each such opportunity will belong to the Ashford Inc. Parties, to be pursued on behalf of themselves or the Future Client (the “ Ashford Inc. Exclusivity Rights ”). The Ashford Inc. Exclusivity Rights shall not apply to any Excluded Remington Transactions or any investment in a Hotel Property that does not meet the Initial Investment Guidelines of a Future Client. With respect to opportunities that satisfy the Initial Investment Guidelines of any Future Client, the exclusivity rights or right of first refusal granted to Ashford Trust pursuant to the Ashford Trust Mutual Exclusivity Agreement (the “ Ashford Trust Exclusivity Rights ”) and the exclusivity rights or right of first refusal granted to Ashford Prime pursuant to the Ashford Prime Mutual Exclusivity Agreement (the “ Ashford Prime Exclusivity Rights ”) shall be superior to any Ashford Inc. Exclusivity Rights, unless otherwise waived.

If a Future Client materially modifies its Initial Investment Guidelines without the written consent of Manager (on behalf of the Remington Parties), which such consent may be withheld in its sole and absolute discretion and may further be subject to the consent of the Ashford Inc. Parties, the Remington Parties will have no obligation to present or offer a Remington Transaction to the Ashford Inc. Parties on behalf of such Future Client , at any time thereafter, regardless of any subsequent

modifications by such Future Client to its Investment Guidelines. For purposes hereof, a “material” modification of the Initial Investment Guidelines of a Future Client shall mean any modification of the Initial Investment Guidelines which cause the Future Client’s Investment Guidelines to be competitive with Ashford Trust’s Investment Guidelines or Ashford Prime’s Investment Guidelines without the express written consent of Ashford Trust or Ashford Prime, as applicable. Instead, the Remington Parties, subject to the superior rights of the Ashford Prime Parties, the Ashford Trust Parties or any other Person with which any of the Remington Parties may have a right of first offer agreement or similar agreement, shall use their reasonable discretion to determine how to allocate such Remington Transaction. The Ashford Inc. Parties acknowledge the terms and conditions of the Ashford Prime Mutual Exclusivity Agreement and the Ashford Trust Mutual Exclusivity Agreement, and further acknowledge that the Ashford Prime Parties and the Ashford Trust Parties, unless otherwise waived, will have superior rights to Remington Transactions pursuant to the terms of the Ashford Prime Mutual Exclusivity Agreement and the Ashford Trust Mutual Exclusivity Agreement, respectively. Further, the Ashford Inc. Parties acknowledge that if Future Clients materially modify their Initial Investment Guidelines without the written consent of Manager, such Future Clients will not be entitled to preferential treatment with respect to Remington Transactions. Notwithstanding the foregoing, if any Future Client materially modifies its Initial Investment Guidelines without the consent of Manager, the Remington Exclusivity Rights provided herein shall remain in full force and effect.

(b)      Remington Notice. In connection with each Remington Transaction, the Remington Parties on behalf of the Remington Affiliates shall deliver to the Ashford Inc. Parties, with a copy to the Independent Directors, a written notice (the “ Remington Notice ”) in reasonable detail sufficient to describe the material terms of the Remington Transaction, including without limitation, as applicable, a description of the nature of the transaction (acquisition, development, or other investment), description and location of the asset, name of franchisor, inspection period, timing for closing, earnest money requirements, closing costs, an accounting of the Reimbursement Amount in reasonable detail, and to the extent available and in the possession of the Remington Parties, copies of any letters of intent, purchase and sale agreements, or development agreements, as applicable (the “ Ashford Inc. Transaction Documents ”). Such Remington Notice shall be delivered to the Ashford Inc. Parties (with a copy to the Independent Directors), as soon as reasonably practical after the opportunity of the Remington Transaction is identified for any of the Remington Affiliates.

(c)      Ashford Inc. ROFR . The Ashford Inc. Parties shall have the right, through any of the Ashford Inc. Affiliates or on behalf of any Future Client, with such right being simultaneous as between such Ashford Inc. Affiliates and Future Clients, to accept or decline such Remington Transaction (the “ Ashford Inc. ROFR ”) by giving written notice (the “ Ashford Inc. ROFR Notice ”) to the Remington Parties at any time on or before ten (10) business days from its receipt of a Remington Notice (the “ Ashford Inc. ROFR Period ”).

(d)      Acceptance of Remington Transaction . Any acceptance of the Remington Transaction by the Ashford Inc. Parties shall be in accordance with the following terms and conditions:

(e)      Rejection or Lapse of Ashford Inc. ROFR; Failure to Close . If the Ashford Inc. Parties fail to deliver an Ashford Inc. ROFR Notice within the Ashford Inc. ROFR Period or reject or decline to purchase and assume the Remington Transaction, or the applicable Ashford Inc. Affiliate fails to timely prepare and execute the proper Ashford Inc. Transaction Documents with respect to the Remington Transaction, then the Ashford Inc. ROFR shall lapse. The Ashford Inc. Parties acknowledge that pursuant to the terms of the Ashford Prime Mutual Exclusivity Agreement and the Ashford Trust Mutual Exclusivity Agreement, if the Ashford Inc. ROFR lapses, the Ashford Prime Parties or the Ashford Trust Parties, as applicable, may exercise their rights to assume or acquire the Remington Transaction, provided such Remington Transaction satisfies the Investment Guidelines of such entity. Further, the applicable Remington Affiliate shall be entitled, subject to the Ashford Prime Exclusivity Rights and the Ashford Trust Exclusivity Rights, to proceed with the Remington Transaction described in the Remington Notice on materially the same terms and conditions as outlined therein within the time period established therein and in accordance with the underlying Ashford Inc. Transaction Documents, subject to reasonable extensions of the closing date. If the terms and conditions of the Remington Transaction materially change, then the Remington Parties hereby grant (on behalf of themselves and the applicable Remington Affiliate)

to the Ashford Inc. Parties the exclusive first right of refusal to purchase and assume the rights and obligations of the applicable Remington Affiliate with respect to such Remington Transaction, on behalf of Ashford Inc. or any Future Client, on the changed terms and conditions and in connection therewith shall deliver to the Ashford Inc. Parties a new Remington Notice (subject to the same time requirements for review and exercise as set forth in this Agreement).

(f)      Additional Information . During the Ashford Inc. ROFR Period with respect to each Remington Transaction and the related Hotel Property, the Remington Parties shall deliver to the Ashford Inc. Parties upon the written request of the Ashford Inc. Parties, from time to time and to the extent available, (i) any and all documents, correspondence and reports, including, without limitation, due diligence information (including, property condition reports, surveys, environmental reports), information and documents bearing on contracts, litigation, title and lien information and such other reasonable due diligence matters; (ii) any notices of non-compliance with applicable laws bearing on such Hotel Property; (iii) monthly or quarterly financial information with respect to such Hotel Property showing hotel revenues and hotel operating expenses; and (iv) such other information relating to the Hotel Property or the Remington Transaction as reasonably requested by the Ashford Inc. Parties.

(g)      No Additional Fees . Reimbursement to the Remington Parties of the Reimbursement Amount shall be the sole payment to the applicable Remington Affiliate with regard to a Remington Transaction. The Remington Parties shall not receive any finder’s fee, brokerage fee, development fee, or other commissions or compensation with regard to any Remington Transaction.

5.      Remington Exclusivity Rights .

(a)      Ashford Inc. Transaction; Ashford Inc. Notice . If any of the Ashford Inc. Affiliates or Future Clients acquires or invests in (i) a Hotel Property or (ii) a Property for the purposes of development or construction of a Hotel Property, and such Ashford Inc. Affiliate has the right and/or controls the right to direct the management of and/or development and construction of and/or capital improvements to or refurbishment of, or the provision of project management or other services, such as purchasing, interior design, freight management, or construction management for such Hotel Property or hotel improvements (herein each called, an “ Ashford Inc. Transaction ”), the Ashford Inc. Parties hereby agree (on behalf of themselves, the applicable Ashford Inc. Affiliate or the applicable Future Client) to engage Manager or an Affiliate of Manager (so long as such Affiliate constitutes an Eligible Independent Contractor if required by the Future Client, and there has not been an Independent Director Disapproval), to provide, and Manager agrees to then provide or cause such Affiliate to provide, any such management, development and construction, capital improvement, refurbishment, and/or project management or other such services in connection with such Ashford Inc. Transaction (the “ Remington Exclusivity Rights ”) and in connection therewith shall deliver to the Remington Parties, a written notice (the “ Ashford Inc. Notice ”) which describes such Ashford Inc. Transaction and the services to be provided by Manager, including, the description and location of the asset, name of the franchisor, and the development, construction or improvement timeline. The Ashford Inc. Parties may engage a third party and not Manager or an Affiliate of

Manager to provide any or all of the foregoing services in connection with the Ashford Inc. Transaction if the Ashford Inc. Transaction has received Independent Director Disapproval.

(b)      Remington Transaction Documents .

6.      Excepted Transactions . Notwithstanding anything contained in this Agreement to the contrary, the Ashford Inc. Parties’ rights under Section 4 do not extend to the Excluded Remington Transactions and the Remington Parties’ rights under Section 4(d)(iv) or Section 5 do not extend to the Excluded Ashford Inc. Transactions. Each party hereto agrees to give written notice to the other party of any Excluded Ashford Inc. Transaction or Excluded Remington Transaction, as applicable, describing said transaction with reasonable detail.

1.      Future Spin-Off by the Ashford Inc. Parties . If the Ashford Inc. Parties elect to sponsor, spin-off, carve-out, split-off or otherwise consummate or create a new entity or platform, or 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 Ashford Inc. Parties and Remington Parties agree that such Spin-Off Company shall enter into a mutual exclusivity agreement containing substantially the same material terms set forth in this Agreement.

2.      Indemnity .

(a)      Remington Parties’ Indemnity . Except as set forth in Section 7(b) below, the Remington Parties shall indemnify and hold the Ashford Inc. Affiliates (and each of their respective agents, principals, shareholders, partners, members, officers, directors, attorneys and employees) harmless from and against all liabilities, losses, claims, damages, costs and expenses (including,

but not limited to, reasonable attorneys’ fees and expenses) that may be incurred by or asserted against any such party and that arise from (i) the fraud, willful misconduct or gross negligence of any of the Remington Affiliates (other than any Ashford Inc. Affiliate), (ii) the breach by the Remington Affiliates of any provision of this Agreement, or (iii) the breach by the Remington Affiliates of any Ashford Inc. Transaction Documents first occurring prior to the date of the assumption of same by any of the Ashford Inc. Affiliates or Future Clients. The Ashford Inc. Parties shall promptly provide the Remington Parties with written notice of any claim or suit brought against any of them by a third party which might result in such indemnification.

(b)      Ashford Inc. Parties’ Indemnity . Except as set forth in Section 7(a) herein above, the Ashford Inc. Parties shall indemnify and hold the Remington Affiliates (and their respective agents, principals, shareholders, partners, members, officers, directors, attorneys and employees) harmless from and against all liabilities, losses, claims, damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees and expenses) that may be incurred by or asserted against any such party and that arise from (i) the fraud, willful misconduct or gross negligence of the Ashford Inc. Affiliates (other than any Remington Affiliate), or (ii) the breach by the Ashford Inc. Affiliates of any provision of this Agreement (other than any Remington Affiliate). The Remington Parties shall promptly provide the Ashford Inc. Parties with written notice of any claim or suit brought against any of them by a third party which might result in such indemnification.

(c)      Indemnification Procedure . Any party obligated to indemnify the other party under this Agreement (the “ Indemnifying Party ”) shall have the right, by written notice to the indemnified party, to assume the defense of any claim with respect to which the indemnified party is entitled to indemnification hereunder. If the Indemnifying Party gives such written notice, (i) such defense shall be conducted by counsel selected by the Indemnifying Party and approved by the indemnified party, such approval not to be unreasonably withheld or delayed (provided, however, that the indemnified party’s approval shall not be required with respect to counsel designated by the Indemnifying Party’s insurer); (ii) so long as the Indemnifying Party is conducting such defense with reasonable diligence, the Indemnifying Party shall have the right to control said defense and shall not be required to pay the fees or disbursements of any counsel engaged by the indemnified party for services rendered after the Indemnifying Party has given the written notice provided for above to the indemnified party, except if there is a conflict of interest between the parties with respect to such claim or defense; and (iii) the Indemnifying Party shall have the right, without the consent of the indemnified party, to settle such claim, provided that such settlement involves only the payment of money, the Indemnifying Party pays all amounts due in connection with or by reason of such settlement and, as part thereof, the indemnified party is unconditionally released from all liability in respect of such claim. The indemnified party shall have the right to participate in the defense of such claim being defended by the Indemnifying Party at the expense of the indemnified party, but the Indemnifying Party shall have the right to control such defense (other than in the event of a conflict of interest between the parties with respect to such claim or defense). In no event shall (i) the indemnified party settle any claim without the consent of the Indemnifying Party so long as the Indemnifying Party is conducting the defense thereof in accordance with this Agreement; or (ii) if a claim is covered by the Indemnifying Party’s liability insurance, take or omit to take any action which would cause the insurer not to defend such claim or to disclaim liability in respect thereof.

3.      Events of Default; Consequences; Remedies .

(c)      Events of Default . The following shall constitute events of default (each an “ Event of Default ”):

(d)      Consequence of Default . Upon the occurrence of any Event of Default, the non-defaulting party may, at its election, give the defaulting party written notice of intention to terminate this Agreement (after the expiration of any applicable grace or cure period provided in Section 9 (a) above), and upon the expiration of thirty (30) days from the date of such notice, this Agreement shall terminate and the non-defaulting party shall be entitled to pursue any and all rights and remedies

available, at law or in equity, to the non-defaulting party under this Agreement (including any indemnity obligations which shall survive this Agreement) or under applicable law.

4.      Non-Solicitation . Upon the occurrence of a Termination Event, and for a period of two years from the date of such termination, Ashford Inc. (or any of its Affiliates) shall not solicit for employment, employ or otherwise retain (directly or indirectly) any employee of the Manager (or any of its Affiliates) without the prior written consent of Manager, which consent may be granted, withheld or conditioned in Manager’s sole and absolute discretion.

5.      Miscellaneous .

(c)      Notices . All notices and other communications required or permitted hereunder shall be in writing, shall be deemed duly given upon actual receipt and shall be delivered (i) in person, (ii) by registered or certified mail (air mail if addressed to an address outside of the country in which mailed), postage prepaid, return receipt requested, or (iii) by facsimile or other generally accepted means of electronic transmission (provided that a copy of any notice delivered pursuant to this clause (iii) shall also be sent pursuant to clause (ii), addressed as follows (or to such other addresses as may be specified by like notice to the other parties):

(d)      Amendments . No amendment, modification or supplement to this Agreement shall be binding on any of the parties hereto unless it is in writing and signed by the parties in interest at the time of the modification, and further provided any such modification is approved by a majority of the Independent Directors.

(e)      Successors and Assigns . Neither this Agreement nor any rights or obligations hereunder shall be assignable by a party to this Agreement without the prior, express written consent of each of the other parties; provided, however, Manager shall have the right, without such consent, to assign its interest in this Agreement to any Manager Affiliate Entity. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns.

(f)      No Third-Party Beneficiaries . This Agreement is solely for the benefit of the parties to this Agreement and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claims or action or other right in excess of those existing without reference to this Agreement.

(g)      Titles and Headings . Titles and headings to paragraphs and sections in this Agreement are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

(h)      Maximum Legal Enforceability; Time of Essence . Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without prejudice to any rights or remedies otherwise available to any party to this Agreement, each party hereto acknowledges that damages would not be an adequate remedy for any breach of the provisions of this Agreement and agrees that the obligations of the parties hereunder shall be specifically enforceable. Time shall be of the essence as to each and every provision of this Agreement.

(i)      Further Assurances . The parties to this Agreement will execute and deliver or cause the execution and delivery of such further instruments and documents and will take such other actions as any other party to the Agreement may reasonably request in order to effectuate the purpose of this Agreement and to carry out the terms hereof.

(j)      Complete Agreement; Construction . This Agreement, and the other agreements and documents referred to herein, shall constitute the entire agreement between the parties with respect to the subject matter thereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.

(k)      Governing Law . This Agreement and its interpretation, validity and performance shall be governed by the laws of the State of Texas, without regard to its conflicts of interest principles. In the event any court of law of appropriate judicial authority shall hold or declare that the law of another jurisdiction is applicable, this Agreement shall remain enforceable under the laws of the appropriate jurisdiction.

[Signature Pages to Follow]

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

ASHFORD INC. :

ASHFORD INC., a Delaware corporation

By: /s/ DAVID A. BROOKS

Name: David A. Brooks

Title: Chief Operating Officer and General Counsel

ASHFORD LLC:

ASHFORD HOSPITALITY ADVISORS, LLC.,
a Delaware limited liability company


By: /s/ DAVID A. BROOKS

Name: David A. Brooks

Title: Chief Operating Officer and General Counsel

MANAGER :

REMINGTON LODGING & HOSPITALITY, LLC
a Delaware limited liability company


By: /s/ MONTY J. BENNETT
Monty J. Bennett
Chief Executive Officer

CONSENTED AND AGREED

TO THIS 12th DAY OF
NOVEMBER, 2014

/s/ MONTY J. BENNETT

MONTY J. BENNETT

EXHIBIT A

DEFINITIONS

“ ADR ” shall mean average daily rate and is calculated by dividing total number of rooms sold in a given period.

“ Affiliate ” means with respect to a person, any person directly or indirectly controlling, controlled by or under common control with such person. The term “person” means and includes any natural person, corporation, partnership, association, limited liability company or any other legal entity.

“ Annual Operating Budget ” shall have the meaning given such term in the Master Management Agreement.

“ Ashford Inc. ” means Ashford Inc., a Delaware corporation.

“ Ashford Inc. Affiliates ” shall mean the Ashford Inc. Parties and their Affiliates.

“ Ashford Inc. Exclusivity Rights ” shall have the meaning as set forth in Section 4(a) .

“ Ashford Inc. ROFR ” shall have the meaning as described in Section 4(c) .

“ Ashford Inc. ROFR Notice ” shall have the meaning as described in Section 4(c) .

“ Ashford Inc. ROFR Period ” shall have the meaning as described in Section 4(c) .

“ Ashford Inc. Parties ” shall mean Ashford Inc. and Ashford LLC.

“ Ashford Inc. Termination Eve nt” shall mean the events described in Section 3(b) .

“ Ashford Inc. Transaction ” shall have the meaning as set forth in Section 5(a) .

“ Ashford Inc. Transaction Documents ” shall have the meaning as set forth in Section 4(b).

“ Ashford LLC ” means Ashford Hospitality Advisors LLC, a Delaware limited liability company.

“ Ashford Prime ” shall mean Ashford Hospitality Prime, Inc., a Maryland corporation.

“ Ashford Prime Exclusivity Rights ” shall have the meaning as set forth in Section 4(a).

“ Ashford Prime Mutual Exclusivity Agreement ” shall mean that certain Mutual Exclusivity Agreement dated as of November 19, 2013, by and among Ashford Prime OP, Ashford Prime and Remington Lodging & Hospitality, LLC, consented and agreed to by Monty J. Bennett, as may be amended or modified.

“ Ashford Prime’s Investment Guidelines ” shall mean:

(i)    full service and urban select service hotels with trailing twelve (12) month average RevPAR or anticipated twelve (12) month average RevPAR of at least twice the then-current U.S. national average RevPAR for all hotels as determined with reference to the most current Smith Travel Research reports, generally in the 20 most populous metropolitan statistical areas, as estimated by the United States Census Bureau and delineated by the U.S. Office of Management and Budget;

(ii)    upscale, upper-upscale and luxury hotels meeting the RevPAR criteria set forth in clause (i) above and situated in markets that may be generally recognized as resort markets; and

(iii)    international hospitality assets predominantly focused in areas that are general destinations or in close proximity to major transportation hubs or business centers, such that the area serves as a significant entry or departure point to a foreign country or region of a foreign country for business or leisure travelers and meet the RevPAR criteria set forth in clause (i) above (after any applicable currency conversion to U.S. dollars).

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

“ Ashford Prime Parties ” shall collectively mean Ashford Prime and Ashford Prime OP.

“ Ashford Trust ” shall mean Ashford Hospitality Trust, Inc., a Maryland corporation.

“ Ashford Trust Exclusivity Rights ” shall have the meaning as set forth in Section 4(a) .

“ Ashford Trust’s Investment Guidelines ” shall mean all segments of the hospitality industry (including direct, joint venture and debt investments in hotels, condo-hotels, time-shares and all other hospitality related assets), with RevPAR criteria less than two (2) times the then current U.S. average RevPAR.

“ Ashford Trust Mutual Exclusivity Agreement ” shall mean that certain Mutual Exclusivity Agreement dated as of August 29, 2003, by and among Ashford Trust OP, Ashford Trust, Remington Hotel Corporation, Manager, Archie Bennett, Jr., and Monty J. Bennett, as may be amended or modified.

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

“ Ashford Trust Parties ” shall collectively mean Ashford Trust and Ashford Trust OP.

“ Base Management Fee ” shall have the meaning given such term in the Master Management Agreement.

“ Capital Improvement Budget ” shall have the meaning given such term in the Master Management Agreement.

“ Effective Date ” shall have meaning given such term in the preamble of the Agreement.

“ Eligible Independent Contractor ” shall have the same meaning given such term in Section 856(d)(9) of the Internal Revenue Code of 1986, as amended.

“ Event of Default ” shall have the meaning as set forth in Section 9.

“ Excluded Ashford Inc. Transactions ” shall mean an Ashford Inc. Transaction with respect to which there has been an Independent Director Election.

“ Excluded Remington Transactions ” shall mean the following excluded transactions of the Remington Affiliates:

(a)    Existing hotel investments made by one or more of the Remington Affiliates with any of their Existing Investors;

(b)    Existing bona fide arm’s length third party management arrangements (or arrangements for other services such as project management) with parties other than the Ashford Inc. Affiliates pursuant to which one or more of the Remington Affiliates provide customary hotel management and hotel construction management, project management and other services; and

(c)    Like-kind exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended, made by any of the Existing Investors pursuant to contractual obligations existing as of the date of this Agreement provided that Manager provides ten (10) days prior notice to Ashford Inc. of said transaction.

(d)    Any Hotel Property investment that does not satisfy the Initial Investment Guidelines of any Future Client.

“ Existing Investors ” shall mean the existing joint venture partners, investors or property owners of the Remington Affiliates as listed on Exhibit C attached hereto.

“ Fiscal Year ” shall mean the twelve (12) month calendar year ending December 31, except that the first Fiscal Year and last Fiscal Year of the Term of this Agreement may not be full calendar years.

“ Future Client ” shall mean any entity, other that Ashford Prime or Ashford Trust, that is advised by the Ashford Inc. Parties.

“ Hotel ” shall have the meaning given such term in the Master Management Agreement.

“ Hotel Property ” means any Property that is used in whole or in part for hotel purposes, including, without limitation, any motels, motor inns, or hotels and the like (full service, select service, extended stay or otherwise), whether in fee or leasehold, together with any improvements and fixtures now or hereafter located thereon, all rights, privileges and easements appurtenant thereto, and all tangible and intangible personal property used in connection therewith.

“ Incentive Fee ” shall have the meaning given such terms in the Master Management Agreement.

“ Indemnifying Party ” shall have the meaning as set forth in Section 7(c) .

“ Independent Director Disapproval ” shall mean either of the following:

“ Independent Director Election ” shall mean a choice by the Independent Directors to exercise their Independent Director Disapproval rights.

“ Independent Directors ” shall mean those directors of Ashford Inc. who are “independent” within the meaning of the rules of the New York Stock Exchange as in effect on the date hereof.

“ Initial Term ” shall have the meaning as set forth in Section 2.

“ Initial Investment Guidelines ” shall mean the original Investment Guidelines of any Future Client, as set forth in the applicable advisory agreement between such Future Client and an Ashford Party, as of the effective date of such agreement.

“ Investment Guidelines ” shall have the same meaning herein as given such term in the applicable advisory agreement between a Future Client and an Ashford Party.

“ Manager ” means Remington Lodging and Hospitality, LLC, a Delaware limited liability company.

“ Manager Affiliate Entity ” shall have the meaning given such term in the Master Management Agreement.

“ Market Service Fees ” shall have the meaning given such term in the Master Management Agreement.

“ Master Management Agreement ” means that certain Ashford Inc. Hotel Master Management Agreement to be executed between Manager, or a subsidiary or Affiliate of the Manager, as the property manager, and Ashford Inc. or its Future Clients (or their respective designees), as the owner in interest of the Hotel Properties subject of such agreement, substantially in the form of the Master Management Agreement attached hereto as Exhibit D.

“ Non-Managed Hotel ” shall have the meaning given such term in the Master Management Agreement.

“ Person ” shall mean any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity.

“ Project Management Fee ” shall have the meaning given such term in the Master Management Agreement.

“ Project Related Services ” shall have the meaning given such term in the Master Management Agreement.

“ Property ” means any real property or any interest therein.

“ Reimbursement Amount ” shall mean the total of all actual out of pocket and third party costs and expenses paid by and to be reimbursed to the Remington Affiliates that were necessary and/or appropriate in connection with the Remington Transaction, including all earnest money deposits. The Reimbursement Amount shall be calculated by the Remington Parties and set forth in a certificate delivered to the Ashford Inc. Parties and certified as true and correct by the Remington Parties. The Reimbursement Amount shall not include any finder’s fee, brokerage fee, development fee, or other compensation paid to the Remington Affiliates.

“ Remington Affiliate ” shall mean the Remington Parties and their Affiliates.

“ Remington Exclusivity Rights ” shall have the meaning as set forth in Section 5(a) .

“ Remington Notice ” shall have the meaning as set forth in Section 4(b) .

“ Remington Parties ” shall mean Remington Holdings, LP and Manager.

“ Remington Termination Event ” shall mean the events described in Section 3(a) .

“ Remington Transaction ” shall have the meaning as set forth in Section 4(a)

“ RevPAR ” shall mean revenue per available room and is calculated by multiplying ADR by the average daily occupancy.

“ Term ” shall have the meaning as set forth in Section 2 .

“ Termination Event ” shall have the meaning as set forth in Section 2 .

EXHIBIT B

DEVELOPMENT AGREEMENT

EXHIBIT C

EXISTING INVESTORS

None

EXHIBIT D

MASTER MANAGEMENT AGREEMENT

 

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (this “ Agreement ”) is executed as of November 12, 2014 (the “ Effective Date ”) by and between ASHFORD HOSPITALITY TRUST, INC., a Maryland corporation (“ Ashford Trust ”), ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (“ Ashford Trust OP ”), and ASHFORD HOSPITALITY ADVISORS LLC, a Delaware limited liability company (“ Ashford LLC ”). This Agreement is executed pursuant to, and is expressly made subject to, the terms and conditions of that certain Separation and Distribution Agreement (the “ Separation and Distribution Agreement ”) dated as of October 31, 2014, by and between Ashford Trust, Ashford OP Limited Partner LLC, a Delaware limited liability company, Ashford Trust OP, Ashford Inc., a Delaware corporation, and Ashford LLC, which will effect a spin-off of Ashford Inc. from Ashford Trust (the “ Spin-Off ”).

W I T NE S S E T H:

WHEREAS, Ashford Trust and/or Ashford Trust OP are the owners of the right, title and interest in and to the names, trademarks and service marks set forth in Exhibit A (together with any name, trademark or service mark that is derivative of those set forth in Exhibit A , the “ Ashford Licensed Marks ”).

WHEREAS, Ashford Trust, Ashford Hospitality Prime, Inc., a Maryland corporation (“ Ashford Prime ”) and Ashford Hospitality Prime Limited Partnership (“ Ashford Prime OP ”), are parties to that certain Licensing Agreement dated November 19, 2013 (as amended through the date hereof, the “ Prime Licensing Agreement ”), pursuant to which Ashford Trust granted to Ashford Prime and Ashford Prime OP a worldwide, non-exclusive, non-transferable (except as set forth in the Prime Licensing Agreement), non-sublicensable (except as set forth in the Prime Licensing Agreement), royalty-free, fully paid-up license to use names, trademarks and service marks set forth (and only as set forth) in Exhibit B (the “ Prime Licensed Marks ”);

WHEREAS, pursuant to the Separation and Distribution Agreement and in connection with the Spin-Off, each of Ashford Trust and Ashford Trust OP desires to transfer, assign and set over unto Ashford LLC, without recourse or warranty except as expressly provided in the Separation and Distribution Agreement, all of such party’s right, title and interest under the Ashford Licensed Marks, including the Ashford Prime Licensed Marks that are the subject of the Prime Licensing Agreement, and Ashford LLC desires to assume the rights and obligations of Ashford Trust with respect to the Ashford Licensed Marks;

WHEREAS, Ashford Trust further desires to transfer, assign and set over unto Ashford LLC, without recourse or warranty except as expressly provided in the Separation and Distribution Agreement, all of such party’s right, title and interest under the Prime Licensing Agreement, and Ashford LLC desires to assume the rights and obligations of Ashford Trust pursuant to the Prime Licensing Agreement.

NOW, THEREFORE, in consideration of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Each of Ashford Trust and Ashford Trust OP hereby sells, assigns, transfers, conveys, and delivers to Ashford LLC, free and clear of any and all liens and encumbrances, all of such party’s right, title and interest in, to and under the Ashford Licensed Marks, including, without limitation, all common law rights associated therewith, any registrations that issue from applications for the Ashford Licensed Marks, and all corresponding rights that are or may be secured under the laws of the United States and any other country, now or hereafter arising or in effect, for Ashford LLC’s own use and enjoyment, and for the use and enjoyment of Ashford LLC’s successors, assigns and other legal representatives, as fully and entirely as the same would have been held and enjoyed by Ashford Trust or Ashford Trust OP if this Assignment had not been made, together with all rights to sue for past, present or future infringement, misappropriation, unfair competition, dilution or other violation of the foregoing, and all rights to recover damages or lost profits in connection therewith, and all rights corresponding thereto.

2. Ashford LLC hereby accepts all of the right, title and interest of Ashford Trust and Ashford Trust OP in, to and under the Ashford Licensed Marks.

3. Each of Ashford Trust and Ashford Trust OP authorizes the United States Commissioner of Patent and Trademarks and the respective official of any other country in which either Ashford Trust or Ashford Trust OP owns rights in the Ashford Licensed Marks, to record Ashford LLC as the assignee and owner of the Ashford Licensed Marks.

4. Ashford Trust hereby sells, transfers, assigns and sets over unto Ashford LLC, without recourse or warranty except as expressly provided in the Separation and Distribution Agreement, all of Ashford Trust’s right, title and interest in, to and under the Prime Licensing Agreement as of the Effective Date.

5. Ashford LLC hereby accepts all of the right, title and interest of Ashford Trust and Ashford Trust OP in, to and under Prime Licensing Agreement and (a) assumes and agrees to perform all of the duties, obligations and liabilities of Ashford Trust accruing under or with respect to the Prime Licensing Agreement arising from and after the Effective Date, and (b) agrees to indemnify and hold harmless Ashford Trust and Ashford Trust OP from all loss, cost, liability and expense as a result of any such duties, obligations and liabilities arising under the Prime Licensing Agreement from and after the Effective Date. Ashford Trust agrees to indemnify and hold harmless Ashford LLC from all loss, cost, liability and expense as a result of any such duties, obligations and liabilities arising under the Prime Licensing Agreement prior to the Effective Date.

6. Each of Ashford Trust and Ashford Trust OP covenants with Ashford LLC that each such assignor will take all such further actions, execute and deliver all such further documents and do all such other acts and things as Ashford LLC may reasonably request for the purpose of carrying out the intent of this Agreement.

[Signature Pages Follow]

EXECUTED as of the Effective Date.

ASSIGNORS :

ASHFORD HOSPITALITY TRUST, INC.

By: /s/ DAVID A. BROOKS

David A. Brooks

Chief Operating Officer and General Counsel

ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership

By: Ashford OP General Partner LLC, a Delaware limited liability company, its general partner


By: /s/ DAVID A. BROOKS

David A. Brooks, Vice President

ASSIGNEE :

ASHFORD HOSPITALITY ADVISORS LLC

By : /s/ DAVID A. BROOKS

David A. Brooks

Chief Operating Officer and General Counsel

EXHIBIT A

Licensed Marks

ASHFORD INC.

ASHFORD HOSPITALITY ADVISORS

ASHFORD HOSPITALITY TRUST, INC.

ASHFORD HOSPITALITY LIMITED PARTNERSHIP

ASHFORD HOSPITALITY TRUST

ASHFORD TRUST

ASHFORD HOSPITALITY PRIME, INC.

ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP

ASHFORD HOSPITALITY PRIME

ASHFORD PRIME

Exhibit B

Ashford Prime Licensed Marks

ASHFORD HOSPITALITY PRIME, INC.

ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP

ASHFORD HOSPITALITY PRIME

ASHFORD PRIME

LICENSING AGREEMENT

This LICENSING AGREEMENT (this “ Agreement ”) dated as of November 12, 2014 (the “ Effective Date ”) between Ashford Hospitality Advisors LLC, a Delaware limited liability corporation (“ Ashford LLC ” or “ Licensor ”), Ashford Hospitality Trust, Inc., a Maryland corporation (“ Ashford Trust ”) and Ashford Hospitality Limited Partnership (“ Ashford Trust OP ”) (Ashford Trust and Ashford Trust OP, collectively, referred to as “ Licensees ”) (each party hereto, a “ Party ” and collectively, referred to as the “ Parties ”).

W I T N E S S E T H:

WHEREAS, pursuant to the Separation and Distribution Agreement dated as of October 31, 2014, by and between Ashford Trust, Ashford OP Limited Partner LLC, a Delaware limited liability company, Ashford Trust OP, Ashford Inc., a Delaware corporation, and Ashford LLC (the “ Separation and Distribution Agreement ”), Ashford Trust, as the sole stockholder of Ashford Inc., will effect a spin-off of Ashford Inc. (the “ Spin-Off ”) through a distribution to Ashford Trust’s common stockholders, on a pro rata basis, of outstanding shares of common stock of Ashford Inc. Following the Spin-Off, Ashford Inc. will be an independent and separately traded company, and Ashford LLC will be a subsidiary of Ashford Inc.;

WHEREAS, pursuant to the provisions of the Separation and Distribution Agreement and the terms of the Assignment and Assumption Agreement dated the date hereof by and between Ashford Trust, Ashford Trust OP and Ashford LLC, in connection with the Spin-Off, Licensees assigned the ownership of the Licensed Marks (as defined in Section 1.01(a)) to Ashford LLC, and Ashford LLC owns, or has the right to use and sublicense, the Licensed Marks;

WHEREAS, Licensees are engaged in the business of investing opportunistically across all segments and at all levels of the capital structure within the hospitality industry that, generally, do not directly compete with Ashford Hospitality Prime, Inc. (the “ Licensed Business ”); and

WHEREAS, subject to the terms and conditions set forth herein, Licensees desire to obtain, and Licensor is willing to grant to Licensees, a license to use the Licensed Marks in connection with the Licensed Business.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and in the Separation and Distribution Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01.      Definitions . (a) The following terms, as used herein, have the following meanings:

“ Affiliate ” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control

with, the specified Person. For this purpose “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of voting securities, by contract or otherwise.

“ Applicable Law ” means any law, statute, ordinance, code, rule, regulation, order, writ, proclamation, judgment, injunction or decree of any Governmental Authority.

“ Business Day ” means a day other than a Saturday, a Sunday or a day on which banking institutions located in the States of Texas are authorized or obligated by Applicable Law or executive order to close.

“ Governmental Authority ” means any U.S. federal, state, local or non-U.S. court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority.

“ Licensed Marks ” means the names, trademarks and service marks set forth (and only as set forth) in Exhibit A as may be updated by the Parties in writing from time to time. For the avoidance of doubt, the Licensed Marks shall not include any name, trademark or service mark that is derivative of those set forth in Exhibit A.

“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, a union, an unincorporated organization or a governmental department, agency or political subdivision thereof.

“ Subsidiary ” means, with respect to any specified Person, any corporation, partnership, limited liability company, whether incorporated or unincorporated, of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization, or that otherwise constitutes control of such corporation or other organization, is directly or indirectly owned or controlled by such specified Person or by any one or more of its subsidiaries, or by such specified Person and one or more of its subsidiaries.

(b)      Each of the following terms is defined in the Section set forth opposite such term:

Term          Section

Agreement    Preamble

Ashford LLC    Preamble

Ashford Trust    Preamble

Ashford Trust OP    Preamble

Effective Date    Preamble

Separation and Distribution Agreement    Recitals

Spin-Off    Recitals

Term    5.01

Trademark Claims    4.03

Section 1.02.      Other Definitional and Interpretative Provisions . The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified. All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit but not otherwise defined therein shall have the respective meanings given to them in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.

ARTICLE 2

LICENSE

Section 2.01.      Grant of License . Subject to the terms and conditions set forth herein, Licensor hereby grants to Licensees a worldwide, non-exclusive, non-transferable (except as otherwise set forth in Section 6.01), non-sublicensable (except as otherwise set forth in Section 2.02), royalty-free, fully paid-up license to use the Licensed Marks solely in connection with the conduct of the Licensed Business during the Term (the “ License ”). For the avoidance of doubt, subject to the terms and conditions contained herein, the License shall include the right of Ashford Trust to use “Ashford Hospitality Trust, Inc.” as its corporate name and the right of Ashford Trust

OP to use “Ashford Hospitality Limited Partnership” as its partnership name, in each case, during the Term.

Section 2.02.      Sublicense Rights . The License shall include the right of Licensees to grant sublicenses to their respective wholly-owned Subsidiaries; provided that any such sublicense shall terminate immediately upon the applicable sublicensee ceasing to be a wholly-owned Subsidiary of a Licensee. Any such sublicense shall be subject to terms and conditions that are no less restrictive on the applicable sublicensee’s use of the Licensed Marks than the terms and conditions in this Agreement.

ARTICLE 3

OWNERSHIP AND USE OF LICENSED MARKS

Section 3.01.      Ownership of Licensed Marks; Reservation of Rights . (a) Each Licensee hereby acknowledges that (i) the License is the only license granted to Licensee with respect to the Licensed Marks and (ii) no other licenses whatsoever have been granted, expressly or by implication or estoppel, to Licensee by the provisions of this Agreement or otherwise. Neither this Agreement nor its performance shall confer on Licensee any right with respect to the Licensed Marks other than those rights expressly granted herein, and any and all rights in and to the Licensed Marks not expressly granted to Licensee herein are reserved and retained by Licensor. Any use of the Licensed Marks by either Licensee pursuant to the License shall inure to the benefit of Licensor.

(b)      No Licensee shall (i) challenge the validity or ownership of the Licensed Marks or any other marks of Licensor or its Affiliates or claim adversely or assist in any claim adverse to Licensor concerning any right, title or interest in or to the Licensed Marks, (ii) do or permit any act which may directly or indirectly impair or prejudice Licensor’s title to the Licensed Marks or be detrimental to the reputation and goodwill of Licensor, or (iii) register or attempt to register any trademark, design, company name, trade name, domain name or other source identifier that is derivative of, confusingly similar to or contains any Licensed Mark.

Section 3.02.      Appearance of the Licensed Marks; Quality Control . Each Licensee shall use the Licensed Marks only in the form stipulated by Licensor and shall conform to and observe such standards as Licensor from time to time prescribes, including standards relative to the quality, design, identity, size, position, appearance, marking and color of the Licensed Marks and the manner, disposition and use of the Licensed Marks. The Licensed Business shall be conducted at all times in material compliance with Applicable Law and in a manner consistent with the quality of goods and services provided by Licensor under the Licensed Marks as of immediately prior to the Effective Date. Licensor shall have the right to inspect any written or electronic materials bearing any Licensed Mark.

Section 3.03.      Prosecution and Maintenance . Licensor shall, reasonably promptly following each Licensee’s written request and at Licensor’s sole cost and expense, take all such reasonable actions as such Licensee may reasonably request to prosecute and maintain any registration or application for registration of any Licensed Mark.

Section 3.04.      Third Party Notices . If requested in writing by Licensor, each Licensee shall ensure that any written or electronic materials bearing a Licensed Mark includes a written statement to the effect that such Licensed Mark is used by Licensee under license from Licensor.

Section 3.05.      Fair Use . For the avoidance of doubt, nothing in this Agreement shall restrict or limit any Party’s right to make any use of any term, or trademark or service mark that constitutes fair use under Applicable Law or factual use for historical or reference purposes.

ARTICLE 4
LIABILITY, CLAIMS AND INDEMNIFICATION

Section 4.01.      Disclaimers; Limitation of Liability . NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE LICENSE IS GRANTED ON AN “AS IS” BASIS WITH NO REPRESENTATIONS OR WARRANTIES, AND EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, HEREBY EXCLUDES AND DISCLAIMS ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE LICENSE, INCLUDING THOSE REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND ANY WARRANTIES IMPLIED BY ANY COURSE OF DEALING OR TRADE USAGE. NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Section 4.02.      Infringement of Licensed Marks by Third Party . Each Licensee shall promptly notify Licensor in writing of any unauthorized or improper use by any Person of any Licensed Marks, including in such notice the particulars of such use and any other information that Licensee and its Affiliates may have relating to such use, and reasonably cooperate with Licensor, at such Licensee’s sole cost and expense, in connection with any reasonable action Licensor may take to prevent or halt such use. In the event that Licensor does not take reasonable action to halt any such use related to the Licensed Business within a reasonable period of time following such notice, Licensee may take reasonable action to prevent or halt such use, and Licensor shall reasonably cooperate with Licensee, at Licensee’s sole cost and expense, in connection with any such action of Licensee.

Section 4.03.      Third Party Actions . Each Licensee shall promptly notify Licensor in writing of any allegations, claims or demands (actual or threatened) against Licensee for infringement of any intellectual property rights of third parties by reason of such Licensee’s use of the Licensed Marks (collectively, “ Trademark Claims ”) and provide all related particulars requested by Licensor. Licensor shall retain exclusive control over the resolution of any Trademark Claim, including the right to agree to an injunction against further use of any Licensed Mark at issue or to otherwise settle such Trademark Claim; provided that such settlement shall not require any payment by a Licensee without such Licensee’s prior written consent. In the event that Licensor does not take reasonable action to resolve a Trademark Claim within a reasonable period of time following such notice, Licensee may assume exclusive control over such Trademark Claim (but solely to the extent

such Trademark Claim relates to allegations, claims or demands (actual or threatened) against such Licensee), including the right to agree to an injunction against further use of any Licensed Mark at issue by Licensee or to otherwise settle such Trademark Claim with respect to Licensee; provided that such settlement shall not bind or apply to Licensor in any manner without Licensor’s prior written consent. Subject to the foregoing and at Licensee’s sole cost and expense, each Party shall provide to the other Party such assistance as such other Party may reasonably request in connection with the defense or settlement of any Trademark Claim.

Section 4.04.      Indemnification . (a) Each Licensee shall indemnify, defend and hold harmless Licensor, its Affiliates and their respective directors, officers, employees and agents and their respective successors and assigns, from and against any claims, damages, losses, liabilities, fines, penalties and expenses (including reasonable costs of investigation and reasonable attorneys’ fees in connection with any action, suit or proceeding) related to or arising out of the use of the Licensed Marks by any Licensee in violation of this Agreement, any violation of Applicable Law with respect to the Licensed Business, any claims related to the sale or provision of goods or services or use of intellectual property other than the Licensed Marks.

(b)      Each Licensee shall indemnify, defend and hold harmless Licensor, its Affiliates and their respective directors, officers, employees and agents and their respective successors and assigns, from and against any claims, damages, losses, liabilities, fines, penalties and expenses (including reasonable costs of investigation and reasonable attorneys’ fees in connection with any action, suit or proceeding) by third parties alleging infringement claims against any Licensee’s use of the Licensed Marks in accordance with the terms and conditions of this Agreement.

ARTICLE 5
TERM AND TERMINATION

Section 5.01.      Term . This Agreement is effective as of the Effective Date and shall continue in full force and effect in perpetuity unless terminated in accordance with Section 5.02 (the “ Term ”).

Section 5.02.      Termination by Licensor . Licensor may terminate this Agreement at any time immediately upon written notice to Licensee. Further, this Agreement will terminate immediately if at any time the Licensees cease to retain Licensor or one of its affiliates to perform advisory services for the Licensees.

Section 5.03.      Effect of Termination; Survival . Upon expiration or termination of this Agreement, the License shall immediately terminate without any further action by Licensor, and Licensees and the Subsidiaries of Licensees shall have sixty (60) days from expiration or termination to cease all use of, and cease conducting all business under, any names, service marks or trademarks consisting of or comprising the term “Ashford” or any derivation thereof that might, in the reasonable discretion of Licensor, be likely to cause confusion with Licensor, Licensor’s Affiliates or Licensor’s business, services or goods, including but not limited to a likelihood of confusion that there is an association, affiliation or some other relationship between Licensor or any its Affiliates, on the one hand, and any Licensee or its Subsidiaries, on the other hand. For the sake of clarity, this section requires that each Licensee and its respective Subsidiaries change their business names, trade names and fictitious names to names that do not contain the term “Ashford” or any other word or words

that might, in the reasonable discretion of Licensor, be likely to cause confusion with Licensor, Licensor’s Affiliates or Licensor’s business, services or goods, including but not limited to a likelihood of confusion that there is an association, affiliation or some other relationship between Licensor or any its Affiliates, on the one hand, and Licensee or Licensee’s Subsidiaries, on the other hand. Notwithstanding anything in this Agreement to the contrary, Sections 3.01(a), 4.01, 4.04 and 5.03 and Article 6 shall survive any expiration or termination of this Agreement.

ARTICLE 6
GENERAL

Section 6.01.      Successors and Assigns . The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided that, except as expressly set forth in Section 2.02, Licensees may not assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the express prior written consent of Licensor.

Section 6.02.      Notices . All notices, requests, permissions, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) five (5) Business Days following sending by registered or certified mail, postage prepaid, (b) when sent, if sent by facsimile, (c) when delivered, if delivered personally to the intended recipient, and (d) one (1) Business Day following sending by overnight delivery via a national courier service and, in each case, addressed to a Party at the following address for such Party:

If to Licensor:

Ashford Hospitality Advisors LLC

14185 Dallas Parkway, Suite 1100

Dallas, TX 75254

Attention: Chief Executive Officer

Phone: (972) 490-9600

With a copy to:

Ashford Hospitality Advisors LLC

14185 Dallas Parkway, Suite 1100

Attention: General Counsel

Dallas, TX 75254

Phone: (972) 490-9600

If to Licensee:

Ashford Hospitality Trust, Inc.

14185 Dallas Parkway, Suite 1100

Attention: Chief Executive Officer

Dallas, TX 75254

Phone: (972) 490-9600

and

Ashford Hospitality Limited Partnership

14185 Dallas Parkway, Suite 1100

Attention: General Partner

Dallas, TX 75254

Phone: (972) 490-9600

Section 6.03.      Specific Performance . The Parties acknowledge that money damages are not an adequate remedy for any violation of this Agreement and that any Party may, in its sole discretion, apply to the courts set forth in Section 6.05 for specific performance, or injunctive or such other relief as such courts may deem just and proper, in order to enforce this Agreement or prevent any violation hereof, and to the extent permitted by Applicable Law, each Party waives the posting of bond and any objection to the imposition of such relief.

Section 6.04.      Amendments and Waivers . (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by each of the Parties or, in the case of a waiver, by the Party against whom the waiver is to be effective.

(b)      No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Applicable Law.

Section 6.05.      Governing Law; Venue . This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Texas, without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction. The parties hereto agree that venue for any action in connection herewith shall be proper in Dallas County, Texas. Each Party hereto consents to the jurisdiction of any local, state or federal court situated in any of such locations and waives any objection which it may have pertaining to improper venue or forum non conveniens to the conduct of any proceeding in any such court.

Section 6.06.      Counterparts; Electronic Delivery . This Agreement may be executed in multiple counterparts, each of which when executed shall be deemed to be an original, but all of which together shall constitute one and the same agreement. Execution and delivery of this

Agreement or any other documents pursuant to this Agreement by facsimile or other electronic means shall be deemed to be, and shall have the same legal effect as, execution by an original signature and delivery in person.

Section 6.07.      No Third Party Beneficiaries . No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the Parties and their respective successors and permitted assigns.

Section 6.08.      Entire Agreement . This Agreement and the Exhibit referenced herein, and attached hereto constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations, both oral and written, among the Parties with respect to the subject matter hereof. For the avoidance of doubt, the Parties acknowledge and agree that the transactions contemplated in connection with the Spin-Off, together with the transactions contemplated by this Agreement, collectively constitute a single and integrated transaction.

Section 6.09.      Severability . If any term or other provision of this Agreement or the Exhibit attached hereto is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated in connection with the Spin-Off and contemplated by this Agreement is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the court, administrative agency or arbitrator shall interpret this Agreement so as to affect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated in connection with the Spin-Off and contemplated by this Agreement are fulfilled to the fullest extent possible. If any sentence in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only as broad as is enforceable.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.

LICENSOR:

ASHFORD HOSPITALITY ADVISORS LLC

By: /s/ DAVID A. BROOKS     

David A. Brooks

Chief Operating Officer and General Counsel

LICENSEES:

ASHFORD HOSPITALITY TRUST, INC.

By: /s/ DAVID A. BROOKS     

David A. Brooks

Chief Operating Officer and General Counsel

ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership

By: Ashford OP General Partner LLC, a Delaware limited liability company, its general partner

By: /s/ DAVID A. BROOKS     

David A. Brooks, Vice President

Exhibit A

Licensed Marks

ASHFORD HOSPITALITY TRUST, INC.

ASHFORD HOSPITALITY LIMITED PARTNERSHIP

ASHFORD HOSPITALITY TRUST

ASHFORD TRUST

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT, dated as of November 12, 2014, is entered into by Ashford Inc., a Delaware corporation (“ Ashford Inc. ”) for the benefit of the holders of common units in Ashford Hospitality Advisors LLC, a Delaware limited liability company (“ Ashford LLC ”) whose names are set forth on Exhibit A attached hereto (the “ Ashford LLC Unit Holders ”).

RECITALS

WHEREAS, in connection with the separation and distribution of Ashford Inc. (the “ Transaction ”) from Ashford Hospitality Trust, Inc., a Maryland Corporation (“ Ashford Trust ”), Ashford Hospitality Limited Partner (“ Ashford Trust OP”) distributed all of the Ashford LLC Common Units pro rata to its limited partners, in accordance with the provisions of Ashford Trust OP’s partnership agreement, and each limited partner of Ashford Trust OP has been admitted as a member of Ashford LLC; and

WHEREAS, Ashford Inc. has issued shares of its common stock, par value $0.01 per share (the “ Common Stock ”), in exchange for Ashford LLC Common Units pursuant to a prospectus that is part of a registration statement on Form S-4 (Registration No. 333-197191) filed with the SEC, pursuant to which each holder of Ashford LLC Common Units (other than Ashford Trust) was given the option to exchange up to 99% of its Ashford LLC Common Units for shares of Common Stock, in even multiples of 55 (the “ Exchange Offer ”);

WHEREAS, pursuant to the Operating Agreement (as defined below), Ashford LLC Common Units owned by the Ashford LLC Unit Holders following the consummation of the Exchange Offer will be redeemable for cash or, at the option of Ashford Inc., for shares of Common Stock, upon the terms and subject to the conditions contained in the Operating Agreement; and

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

Section 1.1      Definitions . In addition to the definitions set forth above, the following terms, as used herein, have the following meanings:

“ Affiliate ” of any Person means any other Person directly or indirectly controlling or controlled by or under common control with such Person. For the purposes of this definition, “control” when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“ Agreement ” means this Registration Rights Agreement, as it may be amended, supplemented or restated from time to time.

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

“ Charter ” means the Amended and Restated Certificate of Incorporation of Ashford Inc. as filed with the Secretary of State of the State of Delaware on October 8, 2014, as the same may be amended, modified or restated from time to time.

“ Commission ” means the Securities and Exchange Commission.

“ Confidential Information ” means Confidential Information as defined in Section 2.13(c).

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Exchangeable Ashford LLC Common Units ” means Ashford LLC Common Units that may be redeemable for cash or, at the sole and absolute discretion of Ashford Inc., exchangeable for shares of Common Stock pursuant to Section 7.3 of the Operating Agreement.

“ Holder ” means any Initial Holder who is the record or beneficial owner of any Registrable Security or any assignee or transferee of such Initial Holder (including assignments or transfers of Registrable Securities to such assignees or transferees as a result of the foreclosure on any loans secured by such Registrable Securities) (x) to the extent permitted under the Operating Agreement or the Charter, as applicable, and (y) provided such assignee or transferee agrees in writing to be bound by all the provisions hereof, unless such owner, assignee or transferee acquires such Registrable Security in a public distribution pursuant to a registration statement under the Securities Act or pursuant to transactions exempt from registration under the Securities Act where securities sold in such transaction may be resold without subsequent registration under the Securities Act.

“ Immediate Family ” of any individual means such individual’s estate and heirs or current spouse, or former spouse, parents, parents-in-law, children (whether natural or adoptive or by marriage), siblings and grandchildren and any trust or estate, all of the beneficiaries of which consist of such individual or any of the foregoing.

“ Initial Holder ” means (i) the Ashford LLC Unit Holders, (ii) any partner, member or stockholder of the Ashford LLC Unit Holder, (iii) any Affiliate of any such partner, member or stockholder, and (iv) the Immediate Family of any of the foregoing.

“ Issuer Shelf Registration Statement ” has the meaning set forth in Section 2.1(b).

“ Notice and Questionnaire ” means a written notice, substantially in the form attached as Exhibit B , delivered by a Holder to Ashford Inc. (i) notifying Ashford Inc. of such Holder’s desire to include Registrable Securities held by it in a Resale Shelf Registration Statement, (ii) containing all information about such Holder required to be included in such registration statement in

accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions hereof.

“ Operating Agreement ” means the Amended and Restated Operating Agreement of Ashford LLC, dated as of October 8, 2014, as the same may be amended, modified or restated from time to time.

“ Person ” means an individual or a corporation, partnership, limited liability company, association, trust, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“ Primary Shares ” has the meaning set forth in Section 2.1(b) of this Agreement.

“ Registrable Securities ” means shares of Common Stock at any time owned, either of record or beneficially, by any Holder which are issuable or issued upon exchange of Exchangeable Ashford LLC Common Units issued in connection with the Transaction and any additional shares of Common Stock issued as a dividend, distribution or exchange for, or in respect of such shares until:

(i) a Registration Statement covering such shares has been declared effective by the Commission and such shares have been disposed of pursuant to such effective Registration Statement or such shares (other than Restricted Shares) were issued pursuant to an effective Registration Statement;

(ii) such shares have been distributed to the common stockholders of Ashford Trust in a distribution exempt from Registration;

(iii) such shares have been publicly sold under Rule 144 and such shares are no longer Restricted Shares; or

(iv) such securities have been sold by a Holder in a transaction in which such Holder’s rights under this Agreement are not, or cannot be, assigned;

provided , however , that “Registrable Securities” for purposes of the indemnification obligations contained in Section 2.9 shall mean all shares that are Registered on the applicable Shelf Registration, notwithstanding that such shares may not otherwise be “Registrable Securities.”

“ Resale Shelf Registration ” shall have the meaning set forth in Section 2.1(a).

“ Resale Shelf Registration Statement ” shall have the meaning set forth in Section 2.1(a).

“ Restricted Shares ” means shares of Common Stock issued under an Issuer Registration Statement which if sold by the holder thereof would constitute “restricted securities” as defined under Rule 144.

“ Rule 144 ” means Rule 144 promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto that may be promulgated by the Commission.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Selling Holder ” means a Holder who is selling Registrable Securities pursuant to a Resale Shelf Registration Statement under the Securities Act.

“ Shelf Registration Statement ” means a Resale Shelf Registration Statement or an Issuer Shelf Registration Statement, as applicable.

“ Suspension Notice ” means any written notice delivered by the Company pursuant to Section 2.9 with respect to the suspension of rights under a Resale Shelf Registration Statement or any prospectus contained therein.

ARTICLE II
REGISTRATION RIGHTS

Section 2.1      Shelf Registration .

(a)      Resale Shelf Registration . Subject to Section 2.9, Ashford Inc. shall prepare and file not later than 54 weeks after the consummation date of the Transaction, a “shelf” registration statement with respect to the resale of the Registrable Securities (“ Resale Shelf Registration ”) by the Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “ Resale Shelf Registration Statement ”) and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Resale Shelf Registration Statement. Ashford Inc. shall use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof, and, subject to Sections 2.1(c) and 2.9, to keep such Resale Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement are no longer Registrable Securities. In addition, if the Resale Shelf Registration Statement is not on Form S-3 (or any similar or successor form) and during the period that the Resale Shelf Registration Statement is effective Ashford Inc. becomes eligible to use Form S-3 (or any similar or successor form), Ashford Inc. shall be entitled to amend the Resale Shelf Registration Statement so that it becomes a registration statement on Form S-3 (or any similar or successor form); provided, however, that the Company shall use its best efforts to have such amendment declared effective as soon as practicable after filing.

At the time the Resale Shelf Registration Statement is declared effective, each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Resale Shelf Registration Statement, Ashford Inc. shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide

to Ashford Inc. a duly completed and executed Notice and Questionnaire and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

(b)      Issuance Shelf Registration . Ashford Inc. may, at its option, satisfy its obligation to prepare and file a Resale Shelf Registration Statement pursuant to Section 2.1(a) with respect to shares of Common Stock issuable upon exchange of Exchangeable Ashford LLC Common Units received in connection with the Transaction by preparing and filing with the Commission a registration statement on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (an “ Issuer Shelf Registration Statement ”) providing for the issuance by Ashford Inc., from time to time, to the Holders of such Exchangeable Ashford LLC Common Units shares of Common Stock registered under the Securities Act (the “ Primary Shares ”) in lieu of Ashford LLC’s obligation to pay cash for such Exchangeable Ashford LLC Common Units. Ashford Inc. shall use its commercially reasonable efforts to cause the Issuer Shelf Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after filing thereof. Ashford Inc. shall use commercially reasonable efforts, subject to Sections 2.1(c) and 2.9, to keep the Issuer Shelf Registration Statement continuously effective for a period (the “ Effectiveness Period ”) expiring on the date all of the shares of Common Stock covered by such Issuer Shelf Registration Statement have been issued by the Company pursuant thereto. In addition, if the Issuer Shelf Registration Statement is not on Form S-3 (or any similar or successor form) and during the period that the Issuer Shelf Registration Statement is effective Ashford Inc. becomes eligible to use Form S-3 (or any similar or successor form), Ashford Inc. shall be entitled to amend the Issuer Shelf Registration Statement so that it becomes a registration statement on Form S-3 (or any similar or successor form); provided, however, that Ashford Inc. shall use its best efforts to have such amendment declared effective as soon as practicable after filing. If Ashford Inc. shall exercise its rights under this Section 2.1(b), Holders (other than Holders of Restricted Shares) shall have no right to have shares of Common Stock issued or issuable upon exchange of Exchangeable Ashford LLC Common Units included in a Resale Shelf Registration Statement pursuant to Section 2.1(a).

(c)      Continuous Effectiveness . Ashford Inc. shall prepare and file such additional registration statements as necessary and use its commercially reasonable efforts to cause such registration statements to be declared effective by the Commission so that a shelf registration statement remains continuously effective, subject to Section 2.9, with respect to resales of Registrable Securities as and for the periods required under Section 2.1(a) or (b), as applicable, such subsequent registration statements, if any, shall constitute a Issuer Shelf Registration Statement or a Resale Shelf Registration Statement, as the case may be, hereunder.

(d)      Selling Holders Become Party to Agreement . Each Holder acknowledges that by participating in its registration rights pursuant to this Agreement, such Holder will be deemed a party to this Agreement and will be bound by its terms, notwithstanding such Holder’s failure to deliver a Notice and Questionnaire; provided, that any Holder that has not delivered a duly completed and executed Notice and Questionnaire shall not be entitled to be named as a Selling Holder in, or have the Registrable Securities held by it covered by, a Resale Shelf Registration Statement.

Section 2.2      Registration Procedures; Filings; Information . Subject to Section 2.9 hereof, in connection with any Resale Shelf Registration Statement under Section 2.1(a), Ashford Inc. will use its commercially reasonable efforts to effect the registration of the Registrable Securities covered thereby in accordance with the intended method of disposition thereof as quickly as reasonably practicable, and in connection with any Issuer Shelf Registration Statement under Section 2.1(b), the Company will use its commercially reasonable efforts to effect the registration of the Primary Shares as quickly as reasonably practicable. In connection with any Shelf Registration Statement:

(a)      Ashford Inc. will, if requested, prior to filing a Resale Shelf Registration Statement or prospectus or any amendment or supplement thereto, furnish to each Selling Holder of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter furnish to such Selling Holder such number of conformed copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Selling Holder may reasonably request to facilitate the disposition of the Registrable Securities owned by such Selling Holder.

(b)      After the filing of the Resale Shelf Registration Statement, Ashford Inc. will promptly notify each Selling Holder of Registrable Securities covered by such registration statement of any stop order issued or threatened by the Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.

(c)      Ashford Inc. will use its commercially reasonable efforts to (i) register or qualify the Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the United States (where an exemption does not apply) as any Selling Holder reasonably (in light of such Selling Holder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of Ashford Inc. and do any and all other acts and things that may be reasonably necessary or advisable to enable such Selling Holder to consummate the disposition of the Registrable Securities owned by such Selling Holder; provided that Ashford Inc. will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (c), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.

(d)      Ashford Inc. will immediately notify each Selling Holder of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of (i) Ashford Inc.’s receipt of any notification of the suspension of the qualification of any Registrable Securities covered by a Resale Shelf Registration Statement for sale in any jurisdiction; or (ii) the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances

under which they were made, not misleading and promptly make available to each Selling Holder any such supplement or amendment.

(e)      Ashford Inc. will otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder (or any successor rule or regulation hereafter adopted by the Commission).

(f)      Ashford Inc. will use its commercially reasonable efforts to cause all Registrable Securities covered by such Resale Shelf Registration Statement or Primary Shares covered by such Issuer Shelf Registration Statement to be listed on each securities exchange on which similar securities issued by Ashford Inc. are then listed.

(g)      In addition to the Notice and Questionnaire, Ashford Inc. may require each Selling Holder of Registrable Securities to promptly furnish in writing to Ashford Inc. such information regarding such Selling Holder, the Registrable Securities held by it and the intended method of distribution of the Registrable Securities as Ashford Inc. may from time to time reasonably request and such other information as may be legally required in connection with such registration. No Holder may include Registrable Securities in any registration statement pursuant to this Agreement unless and until such Holder has furnished to Ashford Inc. such information. Each Holder further agrees to furnish as soon as reasonably practicable to Ashford Inc. all information required to be disclosed to make information previously furnished to Ashford Inc. by such Holder not materially misleading.

(h)      Each Selling Holder agrees that, upon receipt of any notice from Ashford Inc. of the happening of any event of the kind described in Section 2.2(b) or 2.2(d) or upon receipt of a Suspension Notice, such Selling Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Selling Holder’s receipt of written notice from Ashford Inc. that such disposition may be made and, in the case of clause (ii) of Section 2.2(d) or, if applicable, Section 2.9, copies of any supplemented or amended prospectus contemplated by clause (ii) of Section 2.2(d) or, if applicable, prepared under Section 2.9, and, if so directed by Ashford Inc., such Selling Holder will deliver to Ashford Inc. all copies, other than permanent file copies then in such Selling Holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. Each Selling Holder of Registrable Securities agrees that it will immediately notify Ashford Inc. at any time when a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act of the happening of an event as a result of which information previously furnished by such Selling Holder to Ashford Inc. in writing for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made.

Section 2.3      Registration Expenses . In connection with any registration statement required to be filed hereunder, Ashford Inc. shall pay the following registration expenses incurred in connection with the registration hereunder (the “ Registration Expenses ”): (i) all fees and expenses of compliance with securities or “blue sky” laws (including registration and filing fees and reasonable fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities); (ii) printing expenses; (iii) internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties); (iv) the fees and expenses incurred in connection with the listing of the Registrable Securities; (v) reasonable fees and disbursements of counsel for Ashford Inc. and customary fees and expenses for independent certified public accountants retained by Ashford Inc.; and (vi) the reasonable fees and expenses of any special experts retained by Ashford Inc. in connection with such registration. Ashford Inc. shall have no obligation to pay any fees, discounts or commissions attributable to the sale of Registrable Securities, any out-of-pocket expenses of the Holders (or the agents who manage their accounts), or any transfer taxes relating to the registration or sale of the Registrable Securities.

Section 2.4      Indemnification by Ashford Inc. . Ashford Inc. agrees to indemnify and hold harmless each Selling Holder of Registrable Securities, its officers, directors and agents, and each Person, if any, who controls such Selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities that arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if Ashford Inc. shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or that arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission included in reliance upon and in conformity with information furnished in writing to Ashford Inc. by such Selling Holder or on such Selling Holder’s behalf expressly for inclusion therein. The indemnity provided for in this Section 2.4 shall remain in full force and effect regardless of any investigation made by or on behalf of any Selling Holder.

Section 2.5      Indemnification by Holders of Registrable Securities . Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless Ashford Inc., its officers, directors and agents (including, without limitation, the underwriters with respect to an underwritten offering) and each Person, if any, who controls Ashford Inc. within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from Ashford Inc. to such Selling Holder, but only with respect to information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against Ashford Inc. or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to Ashford Inc., and Ashford Inc. or its officers, directors or agents or such controlling

person shall have the rights and duties given to such Selling Holder, by Section 2.4. The obligations of any Selling Holder pursuant to this Section 2.5 will be limited to an amount equal to the net proceeds to such Selling Holder (after deducting any discounts and commissions) from the disposition pursuant to such registration.

Section 2.6      Conduct of Indemnification Proceedings . In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 2.4 or 2.5, such person (an “ Indemnified Party ”) shall promptly notify the person against whom such indemnity may be sought (an “ Indemnifying Party ”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Party to give such notice will not relieve such Indemnifying Party of any obligations under this Article II, except to the extent such Indemnifying Party is materially prejudiced by such failure. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of 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 Indemnified Party and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.4 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.5, Ashford Inc. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by the third sentence of this paragraph, the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than thirty (30) Business Days after receipt by such Indemnifying Party of the aforesaid request and (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

Section 2.7      Contribution . If the indemnification provided for in Section 2.4 or 2.5 hereof is unavailable to an Indemnified Party or insufficient in respect of any losses, claims, damages or liabilities referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of Ashford Inc. and each Selling Holder in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of Ashford Inc. on the one hand and of each Selling Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

Ashford Inc. and the Selling Holders agree that it would not be just and equitable if contribution pursuant to this Section 2.7 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 2.7, no Selling Holder shall be required to contribute any amount in excess of the amount by which the net proceeds from the sale of the securities of such Selling Holder to the public exceeds the amount of any damages which such Selling Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Selling Holder’s obligations to contribute pursuant to this Section 2.7 are several in the proportion the net proceeds of the offering received by such Selling Holder bear to the total net proceeds of the offering received by all the Selling Holders and not joint.

Section 2.8      Rule 144 . Ashford Inc. covenants that it will (a) make and keep public information regarding Ashford Inc. available as those terms are defined in Rule 144, (b) file in a timely manner any reports and documents required to be filed by it under the Securities Act and the Exchange Act, (c) furnish to any Holder forthwith upon request (i) a written statement by Ashford Inc. as to its compliance with the reporting requirements of Rule 144 (at any time more than 90 days after the completion of the Transaction), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), and (ii) a copy of the most recent annual or quarterly report of Ashford Inc. and such other reports and documents so filed by Ashford Inc., and (d) take such further action as any Holder may reasonably request, all to the extent required from time to time to enable Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144.

Section 2.9      Suspension of Use of Registration Statement .

(a)      If the Board of Directors of Ashford Inc. determines in its good faith judgment that the filing of a Resale Shelf Registration Statement under Section 2.1(a) or the use of any related prospectus would be materially detrimental to Ashford Inc. because such action would require the disclosure of material information that Ashford Inc. has a bona fide business purpose for preserving as confidential or the disclosure of which would impede Ashford Inc.’s ability to consummate a significant transaction (“ Confidential Information ”), and that Ashford Inc. is not otherwise required by applicable securities laws or regulations to disclose, upon written notice of such determination by Ashford Inc. to the Holders, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to a Resale Shelf Registration Statement or to require Ashford Inc. to take action with respect to the registration or sale of any Registrable Securities pursuant to a Resale Shelf Registration Statement shall be suspended until the earlier of (i) the date upon which Ashford Inc. notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 2.9(a) is no longer necessary and (ii) one-hundred eighty (180) days; provided, however, no such 180-day period shall be successive with respect to the same Confidential Information. Ashford Inc. agrees to give the notice under (i) above as promptly as practicable following the date that such suspension of rights is no longer necessary.

If all reports required to be filed by Ashford Inc. pursuant to the Exchange Act have not been filed by the required date without regard to any extension, or if the consummation of any business combination by Ashford Inc. has occurred or is probable for purposes of Rule 3-05 or Article 11 of Regulation S-X promulgated under the Securities Act or any successor rule, upon written notice thereof by Ashford Inc. to the Holders, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to a Resale Shelf Registration Statement or to require Ashford Inc. to take action with respect to the registration or sale of any Registrable Securities pursuant to a Resale Shelf Registration Statement shall be suspended until the date on which Ashford Inc. has filed such reports or obtained and filed the financial information required by Rule 3-05 or Article 11 of Regulation S-X to be included or incorporated by reference, as applicable, in the Resale Shelf Registration Statement, and Ashford Inc. shall notify the Holders as promptly as practicable when such suspension is no longer required.

Section 2.10      Additional Shares . Ashford Inc., at its option, may register under a Shelf Registration Statement and any filings with any state securities commissions filed pursuant to this Agreement, any number of unissued shares of Common Stock or any shares of Common Stock owned by any other stockholder or stockholders of the Company.

ARTICLE III
MISCELLANEOUS

Section 3.1      Remedies . In addition to being entitled to exercise all rights provided herein and granted by law, including recovery of damages, the Holders shall be entitled to specific performance of the rights under this Agreement. Ashford Inc. agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

Section 3.2      Amendments and Waivers . The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, in each case without the written consent of Ashford Inc. and the Holders of a majority of the Registrable Securities (with Holders of Exchangeable Ashford LLC Common Units deemed to be Holders, for purposes of this Section, of the number of shares of Common Stock into which such Exchangeable Ashford LLC Common Units would be exchangeable for as of the date on which consent is requested); provided, however, that the effect of any such amendment will be that the consenting Holders will not be treated more favorably than all other Holders (without regard to any differences in effect that such amendment or waiver may have on the Holders due to the differing amounts of Registrable Shares held by such Holders). No failure or delay by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon any breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.

Section 3.3      Notices . All notices and other communications in connection with this Agreement shall be made in writing by hand delivery, registered first-class mail, telex, telecopier, or air courier guaranteeing overnight delivery:

All such notices and communications shall be deemed to have been duly given: (A) at the time delivered by hand, if personally delivered; (B) when received if deposited in the mail, postage prepaid; (C) when answered back, if telexed; (D) when receipt acknowledged, if telecopied; and (E) on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

Section 3.4      Successors and Assigns .

This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties. Any Holder may assign its rights under this Agreement without the consent of Ashford Inc. in connection with a transfer of such Holder’s Ashford LLC Common Units or Registrable Securities; provided, that the Holder satisfies all applicable transfer provisions for the Ashford LLC Common Units or Registrable Securities, as applicable, and notifies Ashford Inc. of such proposed transfer and assignment and the transferee or assignee of such rights assumes in writing the obligations of such Holder under this Agreement.

Section 3.5      Counterparts . This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same

agreement. Each party shall become bound by this Agreement immediately upon affixing its signature hereto.

Section 3.6      Governing Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas without regard to the choice of law provisions thereof.

Section 3.7      Severability . In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

Section 3.8      Entire Agreement . This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by Ashford Inc. with respect to the Registrable Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

Section 3.9      Headings . The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

Section 3.10      No Third Party Beneficiaries . Nothing express or implied herein is intended or shall be construed to confer upon any person or entity, other than the parties hereto and their respective successors and assigns, any rights, remedies or other benefits under or by reason of this Agreement.

Section 3.11      Termination . The obligations of the parties hereunder shall terminate (i) with respect to a Holder when it no longer holds Registrable Securities, and (ii) with respect to Ashford Inc. upon the end of the Effectiveness Period with respect to any Issuer Shelf Registration Statement and when there are no longer any Registrable Securities with respect to any Resale Shelf Registration Statement; except, in each case, for any obligations under Sections 2.1(c), 2.3, 2.4, 2.5, 2.6 and 2.7 and Article III that, by their terms, are intended to survive for a specific period of time.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first written above.

ASHFORD INC.

By: /s/ DAVID A. BROOKS     

Name: David A. Brooks

Title: Chief Operating Officer                    

Address :

14185 Dallas Parkway, Suite 1100
Dallas, TX 75254

ASHFORD LLC UNIT HOLDER :

    

By:    

Name:                             

Title:                             

Address :

__________________________________________

__________________________________________
__________________________________________

Exhibit A

Exhibit B
Form of Notice and Questionnaire

The undersigned beneficial holder of shares of common stock, par value $.01 per share (“ Common Stock ”), of Ashford Inc. (the “ Company ”) and/or common units of membership interests of Ashford Hospitality Advisors LLC (“ Ashford LLC ”) convertible into shares of Common Stock (any such Common Stock, the “ Registrable Securities ”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “ Commission ”) one or more registration statements (collectively, the “ Resale Shelf Registration Statement ”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “ Securities Act ”), of the Registrable Securities in accordance with the terms of the Registration Rights Agreement (the “ Registration Rights Agreement ”), dated November 12, 2014, by the Company for the benefit of the holders of common units in Ashford LLC whose names are set forth on Exhibit A attached thereto. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Registration Rights Agreement.

Each beneficial owner of Registrable Securities is entitled to the benefits of the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Shelf Registration Statement, a beneficial owner of Registrable Securities generally will be required to be named as a selling security holder in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions as described below). To be included in the Resale Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein on or prior to the tenth business day before the effectiveness of the Resale Shelf Registration Statement. We will give notice of the filing and effectiveness of the initial Resale Shelf Registration Statement by issuing a press release and by mailing a notice to the holders at their addresses set forth in the register of the registrar.

Beneficial owners that do not complete this Notice and Questionnaire and deliver it to the Company as provided below will not be named as selling security holders in the prospectus and therefore will not be permitted to sell any Registrable Securities pursuant to the Resale Shelf Registration Statement. Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of the initial Resale Shelf Registration Statement so that such beneficial owners may be named as selling security holders in the related prospectus at the time of effectiveness. Upon receipt of a completed Notice and Questionnaire from a beneficial owner following the effectiveness of the initial Resale Shelf Registration Statement, in accordance with the Registration Rights Agreement, the Company will file such amendments to the initial Resale Shelf Registration Statement or additional shelf registration statements or supplements to the related prospectus as are necessary to permit such holder to deliver such prospectus to purchasers of Registrable Securities.

Certain legal consequences arise from being named as selling security holders in the Resale Shelf Registration Statement and the related prospectus. Accordingly, holders and beneficial owners

of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling security holder in the Resale Shelf Registration Statement and the related prospectus.

NOTICE

The undersigned beneficial owner (the “ Selling Security Holder ”) of Registrable Securities hereby elects to include in the prospectus forming a part of the Resale Shelf Registration Statement the Registrable Securities beneficially owned by it and listed below in Item 3 (unless otherwise specified under Item 3). The undersigned, by signing and returning this Notice and Questionnaire, understands that it will be bound by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement.

Pursuant to the Registration Rights Agreement, the undersigned has agreed to indemnify and hold harmless the Company and its directors, officers and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against certain losses arising in connection with statements concerning the undersigned made in the Resale Shelf Registration Statement or the related prospectus in reliance upon the information provided in this Notice and Questionnaire.

The undersigned hereby provides the following information to the Company and represents and warrants to the Company that such information is accurate and complete:

QUESTIONNAIRE

(b)    Full Legal Name of registered holder (if not the same as (a) above) through which Registrable Securities listed in Item (3) below are held:

(c)    Full Legal Name of DTC Participant (if applicable and if not the same as (b) above) through which Registrable Securities listed in Item (3) below are held:

(d)     List below the individual or individuals who exercise voting and/or dispositive powers with respect to the Registrable Securities listed in Item (3) below:

Telephone:

Fax:

E-mail address:

Contact Person:

Type of Registrable Securities beneficially owned, and number of shares of Common Stock and/or Ashford LLC Common Units, as the case may be, beneficially owned:

Except as set forth below in this Item (4), the undersigned is not the beneficial or registered owner of any securities of the Company, other than the Registrable Securities listed above in Item (3).

Type and amount of other securities beneficially owned by the Selling Security Holder:

Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item (3) pursuant to the Resale Shelf Registration Statement only as follows and will not be offering any of such Registrable Securities pursuant to an agreement, arrangement or understanding entered into with a broker or dealer prior to the effective date of the Resale Shelf Registration Statement. Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through broker-dealers or agents. If the Registrable Securities are sold through broker-dealers, the Selling Security Holder will be responsible for discounts or commissions or agent’s commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions)

(i)      on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale;

(ii)      in the over-the-counter market;

(iii)      in transactions otherwise than on such exchanges or services or in the over-the-counter market; or

(iv)      through the writing of options.

In connection with sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities.

State any exceptions here:

Note: In no event may such method(s) of distribution take the form of an underwritten offering of the Registrable Securities.

ACKNOWLEDGEMENTS

The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions.

The Selling Security Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein. Pursuant to the Registration Rights Agreement, Ashford Inc. has agreed under certain circumstances to indemnify the Selling Security Holders against certain liabilities.

In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Resale Shelf Registration Statement, the undersigned agrees to promptly notify Ashford Inc. of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Resale Shelf Registration Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at the address set forth below.

In the event that the undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information is provided to Ashford Inc., the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement.

By signing this Notice and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Resale Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Resale Shelf Registration Statement and the related prospectus.

Once this Notice and Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above.

This Notice and Questionnaire shall be governed by, and construed in accordance with, the laws of the State of Texas.

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Holder:

By:                             

Name:                             
Title:                             

Dated:                             

Please return the completed and executed Notice and Questionnaire to:

Ashford Inc.
14185 Dallas Parkway, Suite 1100
Dallas, TX 75254
Tel: (972) 490-9600
Attention: Chief Legal Officer

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “ Agreement ”), effective as of November 12, 2014 (the “ Effective Date ”), is between Ashford Inc., a corporation organized under the laws of the State of Delaware and having its principal place of business at Dallas, Texas, ASHFORD HOSPITALITY ADVISORS, LLC, a Delaware limited liability company organized under the laws of the State of Delaware and having its principal place of business at Dallas, Texas (hereinafter, the “ Company ”) and MONTY J. BENNETT, an individual residing in Dallas, Texas (the “ Executive ”).

RECITALS:

WHEREAS, the Company is a subsidiary of Ashford Inc. and will initially serve as an external advisor to Ashford Hospitality Trust, Inc., a Maryland corporation (“ Ashford Trust ”), and Ashford Hospitality Prime, Inc., a Maryland corporation (“ Ashford Prime ”);

WHEREAS, the Company desires to employ Executive upon the terms and conditions specified herein, and Executive desires such employment.

NOW, THEREFORE, the Company and the Executive, in consideration of the respective covenants set out below, hereby agree as follows:

1.    EMPLOYMENT.

(a)    POSITIONS. During the Term (defined below), the Executive shall be employed by the Company to serve as Chief Executive Officer of the Company, Ashford Inc., Ashford Trust, Ashford Prime and Ashford Investment Management, LLC, a Delaware limited liability company (hereinafter “ AIM ”). In addition to the foregoing, the Executive shall serve the subsidiaries and affiliates of the Company, Ashford Inc., Ashford Trust, Ashford Prime and any other entities advised by the Company in these or other offices and capacities, including as a consultant to such entities, in each case upon the reasonable request of the Company. If the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation provided herein shall not be reduced for so long as the Executive otherwise remains employed by the Company under the terms of this Agreement.

(b)    RESPONSIBILITIES. The Executive’s principal employment duties and responsibilities shall be those duties and responsibilities customary for the positions of Chairman and Chief Executive Officer and such other executive duties and responsibilities as the Board of Directors of Ashford Inc. (the “ Board ”) shall from time to time reasonably assign to the Executive, which responsibilities are intended to include the duties and responsibilities customary for the positions of Chairman and Chief Executive Officer of Ashford Trust, Ashford Prime and any new platform or entity to be created by, or spun-off from, Ashford Inc., Ashford Prime or Ashford Trust. The Executive will be responsible for and have authority over the day-to-day operational management of Ashford Inc., the Company and AIM (collectively, the “ Ashford Inc. Companies ”). The Executive shall report directly to the Board. All other officers of the Ashford Inc. Companies shall report to the Executive or such person(s) as the Executive may designate from time to time.

(c)    EXTENT OF SERVICES. Except for (i) the time reasonably required to perform the Executive’s duties and responsibilities as Chief Executive Officer of Remington Hotel Corporation (“ RHC ”), Remington Management LP (“ Remington Management ”), Remington Lodging & Hospitality, LLC (“ Remington Lodging ”) and their affiliates, and (ii) illnesses and vacation periods, the Executive shall devote substantially all of his working time and attention and his best efforts to the performance of his duties and responsibilities under this Agreement and shall not be otherwise employed. However, the Executive may (i) make any passive investments where he is not obligated or required to, and shall not in fact, devote material managerial efforts (provided that the Executive may make and continue investments in accordance with the terms of that certain mutual exclusivity agreement, between the Company, Ashford Inc., RHC, Remington Lodging and their affiliates (herein collectively called the “ Remington Affiliates ”), dated on November 12, 2014 (the “ Ashford Inc. Mutual Exclusivity Agreement ”) or any other Mutual Exclusivity Agreement entered into between an entity advised by the Company and the Remington Affiliates (together with the Ashford Inc. Mutual Exclusivity Agreement, the “ Mutual Exclusivity Agreements ”), (ii) participate in charitable, academic or community activities or in trade or professional organizations, (iii) hold directorships in charitable or non-profit organizations, (iv) subject to Board approval (which approval shall not be unreasonably withheld or withdrawn), hold directorships in for profit companies, or (v) hold directorships in private companies owned by the Executive (or Archie Bennett, Jr.) consistent with the Mutual Exclusivity Agreements. Further, it is agreed that to the extent any such activities have been conducted by the Executive prior to the date hereof, the continued reasonable conduct of such activities (or reasonable activities similar in nature and scope thereto) shall not, subject to the conditions and limitations of the Mutual Exclusivity Agreements, thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided, that no such activity that violates the non-competition provisions herein shall be permitted.

2.    TERM. This Agreement shall become effective as of the Effective Date and shall continue for a Term ending on December 31, 2015 (the “ Initial Termination Date ”) unless it is sooner terminated pursuant to Section 6; provided, however, that this Agreement shall be automatically extended for one additional year on the Initial Termination Date and on each subsequent anniversary of the Initial Termination Date, unless either the Company or the Executive elect not to extend the Term of this Agreement by notifying the other party in writing of such election not less than one hundred twenty (120) days prior to the expiration of the then current Term. For purposes of this Agreement, “ Term ” shall mean the actual duration of the Executive’s employment hereunder, taking into account any extension pursuant to this Section 2 or early termination of employment pursuant to Section 6.

3.    SALARY. The Company shall pay the Executive a Base Salary which shall be payable in periodic installments, less statutory deductions and withholdings, according to the Company’s normal payroll practices. Commencing as of the Effective Date, the Executive’s base salary shall be EIGHT HUNDRED THOUSAND Dollars ($800,000) per year. The Board or a compensation committee duly appointed by the Board (the “ Compensation Committee ”) shall thereafter review the Executive’s Base Salary annually to determine within its sole discretion whether and to what extent the Executive’s salary may be increased, but in no event shall it be decreased (for the purposes of this Agreement, the term “ Base Salary ” shall mean the amount established and adjusted from time to time pursuant to this Section 3).

4.    ANNUAL INCENTIVE AWARDS.

(a)    INCENTIVE BONUS. The Executive shall be entitled to receive an annual cash incentive bonus (the “ Incentive Bonus ”) for each calendar year during the Term of this Agreement based on the level of accomplishment of management and performance objectives as established by the Board or the Compensation Committee. Except as otherwise provided in Section 7, if the Executive is not employed for the full calendar year, the Executive shall be paid a pro-rated Incentive Bonus in an amount equal to the product of (x) the amount of the Incentive Bonus for the calendar year to which the Executive would have been entitled if the Executive had remained employed for the entire calendar year and (y) a fraction, the numerator of which is the number of days in the applicable calendar year for which the Executive was employed through the last day of his employment and the denominator of which is the 365 days of the calendar year. The targeted Incentive Bonus for the Term is 75% to 200% of Base Salary, and in no event shall such targeted Incentive Bonus be decreased. The Incentive Bonus shall be paid as soon as reasonably practical following each calendar year but not later than June 1st of the following year.

(b)    INCENTIVE, SAVINGS AND RETIREMENT PLANS. During the Term, the Executive shall be entitled to participate in all other short- and long-term incentive plans, stock and option plans, long term incentive partnership (“ LTIP ”) plans, practices, policies and other programs, and all savings and retirement plans, practices, policies and programs, in each case that are applicable generally to senior executives of the Company or Ashford Inc., as may be adopted, or amended from time to time, by the Compensation Committee, including, without limitation, equity incentive programs of other companies advised by the Company.

5.    BENEFITS.

(a)    VACATION. The Executive will be entitled to paid vacation in conformance with the Company’s vacation policy for senior executives but in no event less than four (4) weeks of paid vacation per calendar year. Vacation time not used within the calendar year will not carry forward. The Executive shall not be entitled to cash in lieu of any unused vacation time except as provided herein.

(b)    SICK LEAVE. The Executive shall be entitled to paid sick leave in accordance with the sick leave policies of the Company in effect for other senior executive officers.

(c)    EMPLOYEE BENEFITS. The Executive and his spouse and eligible dependents, if any, and their respective designated beneficiaries where applicable, will be eligible for and entitled to participate in other benefits maintained by the Company or Ashford Inc. for its senior executive officers, as such benefits may be modified from time to time and for all such employees, such as, without limitation, any medical, dental, vision, pension, 401(k), deferred compensation, accident, disability, and life insurance benefits, on a basis not less favorable than that applicable to other senior executives of the Company or Ashford Inc. The Executive will also be entitled to appropriate office space, administrative support, secretarial assistance, and such other facilities and services as are suitable to the Executive’s positions and as required for the performance of the Executive’s duties.

(d)    EXPENSES. The Executive will be entitled to reimbursement of all reasonable expenses, in accordance with the Company’s policy as in effect from time to time and on a basis not less favorable than that applicable to other senior executives of the Company or Ashford Inc., including, without limitation, telephone (including in-home, office and cellular telephone, DSL and/or wi-fi costs), travel and entertainment expenses

incurred by the Executive in connection with the business of the Company, promptly upon the presentation by the Executive of supporting receipts or documentation.

(e)    D&O INSURANCE COVERAGE. During and for a period three (3) years after the Term, the Executive shall be entitled to director and officer insurance coverage for his acts and omissions while an officer and director of the Company on a basis no less favorable to him than the coverage provided current officers or directors.

6.    TERMINATION. The employment of the Executive by the Company and this Agreement (except as otherwise provided herein) shall terminate upon the occurrence of any of the following:

(a)    DEATH OR DISABILITY. Immediately upon death or Disability of the Executive. As used in this Agreement, “Disability” shall mean an inability to perform the essential functions of his duties, with or without reasonable accommodation, for a period of 90 consecutive days or a total of 180 days, during any 365-day period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent. A determination of Disability shall be made by a physician satisfactory to both the Executive (or his guardian) and the Company, provided that if the Executive and the Company do not agree on a physician, the Executive (or his guardian) and the Company shall each select a physician and these two together shall select a third physician, whose determination as to Disability shall be binding on all parties. The appointment of one or more individuals to carry out the offices or duties of the Executive during a period of the Executive’s inability to perform such duties and pending a determination of Disability shall not be considered a breach of this Agreement by the Company.

(b)    FOR CAUSE. At the election of the Company, for Cause, immediately upon written notice by the Company to the Executive unless the Executive fully corrects the circumstances constituting Cause within the cure periods provided below, if applicable. For purposes of this Agreement, “ Cause ” for termination shall be deemed to exist solely in the event of the following:

(i)    The conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of a conviction, plea of guilty or nolo contendere arising under a statutory provision imposing criminal liability upon the Executive on a PER SE basis due to any offices held by the Executive pursuant to the terms of this Agreement, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the Board);

(ii)    willful breach of duty of loyalty which is materially detrimental to the Ashford Inc. Companies or any entity advised by the Company which is not cured to the reasonable satisfaction of the Board within thirty (30) days following written warning to the Executive from the Board describing the alleged circumstances;

(iii)    willful failure to perform or adhere to explicitly stated duties or guidelines of employment or to follow the lawful directives of the Board which continues for thirty (30) days after written warning to the Executive that it will be deemed a basis for a “ For Cause ” termination;

(iv)    gross negligence or willful misconduct in the performance of the Executive’s duties (which is not cured by the Executive within 30 days after written warning from the Board);

(v)    the Executive’s willful commission of an act of dishonesty resulting in material economic or financial injury to any of the Ashford Inc. Companies or any entity advised by the Company or willful commission of fraud; or

(vi)    the Executive’s chronic absence from work for reasons other than illness which is not cured to the reasonable satisfaction of the Board within thirty (30) days following written warning to the Executive from the Board describing the alleged circumstances.

For purposes of this Section, no act, or failure to act, on the Executive’s part will be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Ashford Inc. Companies or the entities advised by the Company, as applicable. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Ashford Inc. Companies or the entities advised by the Company, as applicable. The cessation of employment of the Executive shall not be deemed to be for Cause until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of more than 2/3rds of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of any of the conduct described in this Section 6(b), and specified in the particulars thereof in detail; provided, that if the Executive is a member of the Board, neither the Executive nor any family member of the Executive shall vote on such resolution nor shall they be counted in determining the “Entire Membership” of the Board.

(c)    WITHOUT CAUSE OR GOOD REASON. At the election of the Company, without Cause, and at the election of the Executive, without Good Reason, in either case upon sixty (60) days’ prior written notice to the Executive or to the Company, as the case may be; provided, however, that if the Executive gives notice, without Good Reason, the Company may waive all or a portion of the sixty (60) days’ written notice and accelerate the effective date of the termination.

(d)    FOR GOOD REASON. At the election of the Executive, for Good Reason, which is not cured by the Company within thirty (30) days after written notice from the Executive to the Company setting forth a description of the circumstances constituting Good Reason. For purposes of this Agreement, “ Good Reason ” shall mean any of the following actions, omissions or events occurring without the Executive’s prior written consent:

(i)    the removal without Cause from, or failure to re-elect the Executive as Chairman of the Board of Directors of Ashford Inc., if the Company has not already or in connection therewith elected to terminate the Executive’s employment hereunder pursuant to Section 7(c);

(ii)    the assignment to the Executive of any duties, responsibilities, or reporting requirements inconsistent with his positions as Chief Executive Officer of the Ashford Inc. Companies and Chairman of the Board of Directors of Ashford Inc., or any material diminishment, on a cumulative basis, of the Executive’s overall duties, responsibilities, or status, including failure of Ashford Inc. or the Company to recommend to the board of directors of each of Ashford Trust, Ashford Prime and any new platform or entity to be created by, or

spun-off from, Ashford Inc., Ashford Prime or Ashford Trust that the Executive serve as the Chief Executive Officer of such entities;

(iii)    a reduction by the Company in the Executive’s annual Base Salary or targeted Incentive Bonus;

(iv)    the requirement by the Company that the principal place of business at which the Executive performs his duties be changed to a location outside the greater Dallas metropolitan area;

(v)    any material breach by the Company of any provision of this Agreement; or

(vi)    any wrongful termination of the Ashford Inc. Mutual Exclusivity Agreement by the Company or a material default by the Company under the Ashford Inc. Mutual Exclusivity Agreement, which is not cured within any applicable cure period.

(e)    NOTICE OF TERMINATION. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other parties hereto given in accordance with Section 16(a) of this Agreement. For purposes of this Agreement, a “ Notice of Termination ” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (provided that the date specified shall not be more than thirty (30) days after the giving of the notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(f)    DATE OF TERMINATION. “ Date of Termination ” means (i) if the Executive’s employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified in the notice (provided that the date specified shall not be more than thirty (30) days after the giving of the notice), as the case may be, (ii) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination or such later date specified in such notice, (iii) if the Executive’s employment is terminated by the Executive without Good Reason, the Date of Termination shall be the date on which the Executive notifies the Company of such termination or such later date specified in such notice, unless otherwise agreed by the Company and the Executive, and (iv) if the Executive’s employment is terminated by reason of death or Disability or non-renewal of this Agreement, the Date of Termination shall be the date of death or Disability of the Executive or the Agreement’s non-renewal date, as the case may be.

7.    EFFECTS OF TERMINATION.

(a)    TERMINATION BY THE COMPANY WITHOUT CAUSE; OR NON-RENEWAL BY THE COMPANY. If the employment of the Executive should terminate by reason of (i) termination by the Company for any reason (other than Cause) or (ii) the Company’s failure to renew this Agreement, then all compensation and benefits for the Executive shall be as follows:

(i)    The Executive shall be paid, in a single lump sum payment within thirty (30) days after the Date of Termination, the aggregate amount of (A) the Executive’s earned but unpaid Base Salary and accrued but unpaid vacation through the Date of Termination, and any Incentive Bonus required to be paid to the Executive pursuant to Section 4(a) above for the prior calendar year to the extent not previously paid, and reimbursement of all expenses through the Date of Termination as required pursuant to Section 5(d) hereof (the “ Accrued Obligations ”), and (B) three (3) (the “ Severance Multiple ”) times the sum of (x) the Base Salary in effect on the Termination Date plus (y) the average Incentive Bonus received by the Executive for the three complete calendar years or such lesser number of calendar years as the Executive has been employed by the Company) immediately prior to the Termination Date (the “ Severance Payment ”).

(ii)    At the time when incentive bonuses are paid to the Company’s other senior executives for the calendar year of the Company in which the Date of Termination occurs, the Executive shall be paid a pro-rated Incentive Bonus in an amount equal to the product of (x) the amount of the Incentive Bonus to which the Executive would have been entitled if the Executive’s employment had not been terminated and (y) a fraction, the numerator of which is the number of days in the applicable calendar year for which the Executive was employed through the Date of Termination and the denominator of which is the 365 days of the calendar year (a “ Pro-Rated Bonus ”).

(iii)    The Company will allow the Executive and his dependents, at the Company’s cost, to continue to participate for a period of thirty-six (36) months following the Date of Termination in the Company’s medical, dental and vision plan in effect as of the Date of Termination. The Company’s payment of this medical coverage will be made monthly during this period of coverage. To the extent such medical benefits are taxable to the Executive, such benefits will not affect benefits to be provided in any other taxable year, and such amounts are intended to meet the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv)(A) as “in-kind benefits”. In addition, the Company will reimburse the Executive for a period of thirty-six (36) months following the Date of Termination for the cost of coverage for life insurance and long-term disability insurance, based upon the level of such benefits that were provided to the Executive under the Company’s life insurance and long-term disability plans in effect as of the Date of Termination, which reimbursements will be paid within seven (7) days after the Executive pays any applicable premium. The amount of any such reimbursements may not affect the expenses eligible for reimbursement in any other year. Such reimbursements are intended to meet the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv)(A).) (Collectively, these welfare benefits under (iii) are referred to as the “ Other Benefits ”). If the Executive engages in regular employment after his termination of employment with any organization other than a Remington Affiliate, any employee welfare benefits received by the Executive in consideration of such employment which are similar in nature to the Other Benefits provided by the Company will relieve the Company of its obligation under this Section 7(a)(iii) to provide comparable benefits to the extent of the benefits so received, and such benefit hereunder shall be forfeited.

(iv)    Any annual performance shares, restricted shares, LTIP units or options awarded under Section 4(b) hereof shall immediately vest. Without limiting the foregoing, it is agreed that if the Executive’s employment is terminated pursuant to this Section 7(a), all outstanding stock options, restricted stock, LTIP units and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefore covering the securities of a successor company) shall become immediately vested and exercisable in full. Likewise, all outstanding stock options, restricted stock, LTIP units and other equity awards granted to the Executive under any of the equity incentive plans of any entity advised by Ashford Inc.

shall become immediately vested and exercisable in full to the extent provided in such plans and consistent with the vesting terms of such awards. Further, the Company agrees that upon a termination by the Company without cause or a non-renewal by the Company, to the extent any LTIP units held by Executive have yet to reach the economic equivalent of common units, the LTIP units shall be fully vested (as provided above) but shall continue to be subject to the earn-up provisions of the organizational documents of the issuer, and the Company shall take all reasonable efforts to cause such LTIP units to fully earn-up in accordance with such provisions.

(b)    TERMINATION BY THE EXECUTIVE WITH GOOD REASON. In the event that the Executive’s employment is terminated by the Executive with Good Reason, the Company will pay the Executive the same Accrued Obligations, Severance Payment, Pro-Rated Bonus, Other Benefits and accelerated vesting, all as provided in Sections 7(a)(i) (ii), (iii) and (iv) above at the times as provided in such sections. Without limiting the foregoing, it is agreed that if the Executive’s employment is terminated pursuant to this Section 7(b), all outstanding stock options, restricted stock, LTIP units and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefore covering the securities of a successor company) shall become immediately vested and exercisable in full. Likewise, all outstanding stock options, restricted stock, LTIP units and other equity awards granted to the Executive under any of the equity incentive plans of any entity advised by Ashford Inc. shall become immediately vested and exercisable in full to the extent provided in such plans and consistent with the vesting terms of such awards. Further, the Company agrees that upon a termination by the Executive with good reason, to the extent any LTIP units held by Executive have yet to reach the economic equivalent of common units, the LTIP units shall be fully vested (as provided above) but shall continue to be subject to the earn-up provisions of the organizational documents of the issuer, and the Company shall take all reasonable efforts to cause such LTIP units to fully earn-up in accordance with such provisions.

(c)    TERMINATION BY EXECUTIVE WITHOUT GOOD REASON. If the Executive’s employment is terminated by the Executive without Good Reason including a resignation by the Executive without Good Reason and including an election not to renew this Agreement by the Executive, the Company will pay the Executive the Accrued Obligations as provided in Section 7(a)(i) above but the Executive shall not be entitled to the Severance Payment, Pro-rated Bonus and accelerated vesting set forth in Sections 7(a)(i), (ii) and (iv) hereof; provided, however, the Company shall allow the Executive and his dependents, at the Company’s cost, during the Non-Compete Period (hereinafter defined), to continue to participate in the Company’s Other Benefits in effect as of the Date of Termination as provided and paid in the manner set forth in Section 7(a)(iii), but only through the expiration of the Non-Compete Period. If the Executive engages in regular employment after his Date of Termination with any organization, any employee welfare benefits received by the Executive in consideration of such employment which are similar in nature to the Other Benefits provided by the Company will relieve the Company of its obligation under this Section 7(c) to provide comparable benefits to the extent of the benefits so received, and such benefit hereunder shall be forfeited. In addition, subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Company shall pay the Executive a non-compete payment (the “ Non-Compete Payment ”) equal to the Severance Payment determined with a Severance Multiple equal to one (1). Subject to the Executive honoring the non-compete covenant in Section 10(a) hereof, the Non-Compete Payment shall be paid monthly over the one-year Non-Compete Period following the Date of Termination in equal monthly installments of one-twelfth (1/12th) of the Non-Compete Payment.

(d)    TERMINATION BY THE COMPANY FOR CAUSE. If the Executive’s employment is terminated by the Company for Cause, the Company will pay the Executive the Accrued Obligations as provided

in Section 7(a)(i) above but the Executive shall not be entitled to the Severance Payment, Pro-Rated Bonus, the Other Benefits and accelerated vesting set forth in Sections 7(a)(i), (ii), (iii) and (iv) hereof.

(e)    TERMINATION FOR DEATH OR DISABILITY. If the employment of the Executive should terminate by reason of death or Disability of the Executive, then, the Company will pay the Executive the same Accrued Obligations, Severance Payment, Pro-Rated Bonus, Other Benefits and accelerated vesting, all as provided in Sections 7(a)(i) (ii), (iii) and (iv) above at the times as provided in such sections; provided, however, the Severance Multiple for calculation of the Severance Payment shall be one (1). Without limiting the foregoing, it is agreed that if the Executive’s employment is terminated pursuant to this Section 7(e), all outstanding stock options, restricted stock, LTIP units and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefore covering the securities of a successor company) shall become immediately vested and exercisable in full. Likewise, all outstanding stock options, restricted stock, LTIP units and other equity awards granted to the Executive under any of the equity incentive plans of any entity advised by Ashford Inc. shall become immediately vested and exercisable in full to the extent provided in such plans and consistent with the vesting terms of such awards. Further, the Company agrees that upon a termination by reason of death or disability of the Executive, to the extent any LTIP units held by Executive have yet to reach the economic equivalent of common units, the LTIP units shall be fully vested (as provided above) but shall continue to be subject to the earn-up provisions of the organizational documents of the issuer, and the Company shall take all reasonable efforts to cause such LTIP units to fully earn-up in accordance with such provisions.

(f)    TERMINATION OF AUTHORITY. Immediately upon the Date of Termination or upon the expiration of this Agreement, notwithstanding anything else to the contrary contained herein or otherwise, the Executive will stop serving the functions of his terminated or expired positions, and shall be without any of the authority or responsibility for such positions. On request of the Board at any time following the termination of the Executive’s employment by the Company for Cause or by the Executive without Good Reason (including Executive’s termination of his employment after a Change in Control (as defined herein) or an election by the Executive not to renew this Agreement), the Executive agrees to resign immediately from the Board, if then a member.

(g)    RELEASE OF CLAIMS. As a condition of Executive’s entitlement to the Severance Payment, Pro-Rated Bonus, Non-Compete Payment and Other Benefits provided by this Agreement, the Executive shall be required to execute the terms of a waiver and release of claims against the Company substantially in the form attached hereto as Exhibit “A” (as may be modified consistent with the purposes of such waiver and release to reflect changes in law following the date hereof) (the “ Release ”) within the applicable time period provided in the Release (the “ Applicable Release Period ”); and shall forfeit all payments hereunder if it is not so timely executed; provided, however, that in any case where the first and last days of the Applicable Release Period are in two separate taxable years, any payments required to be made to Executive that are treated as deferred compensation for purposes of Code Section 409A shall be made in the later taxable year, promptly following the conclusion of the Applicable Release Period.

(h)    CODE SECTION 409A AND TERMINATION PAYMENTS. All payments provided under this Agreement shall be subject to this Section 7(h). Notwithstanding anything herein to the contrary, to the extent that the Board reasonably determines, in its sole discretion, that any payment or benefit to be provided under this Agreement to or for the benefit of Executive would be subject to the additional tax imposed under Section

409A(a)(1)(B) of the Code or a successor or comparable provision, the commencement of such payments and/or benefits shall be delayed until the earlier of (i) the date that is six months following the Date of Termination or (ii) the date of Executive’s death (such date is referred to herein as the “ Distribution Date ”), provided, if at such time Executive is a “specified employee” of the Company (as defined in Treasury Regulation Section 1.409A-1(i)) and if amounts payable under this Agreement are on account of an “involuntary separation from service” (as defined in Treasury Regulation Section 1.409A-1(m)), Executive shall receive payments during the six-month period immediately following the Date of Termination equal to the lesser of (x) the amount payable under this Agreement, as the case may be, or (y) two times the compensation limit in effect under Code Section 401(a)(17) for the calendar year in which the Termination Date occurs (with any amounts that otherwise would have been payable under this Agreement during such six-month period being paid on the first regular payroll date following the six-month anniversary of the Date of Termination). In the event that the Board determines that the commencement of any of the employee benefits to be provided under this Agreement are to be delayed pursuant to the preceding sentence, the Company shall require Executive to bear the full cost of such employee benefits until the Distribution Date at which time the Company shall reimburse Executive for all such costs. Finally, for the purposes of this Agreement, amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 through A-6.

8.    CHANGE OF CONTROL.

(a)    CHANGE OF CONTROL. For purposes of this Agreement, a “Change of Control” will be deemed to have taken place upon the occurrence of any of the following events:

(i)    any “person” (as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as modified in Section 12(d) and 14(d) of the Exchange Act) other than (A) the Company or any of its subsidiaries or any of its officers or directors, (B) any employee benefit plan of the Company or any of its subsidiaries, (C) any Remington Affiliate, (D) a company owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of the Company, or (E) an underwriter temporarily holding securities pursuant to an offering of such securities, becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the shares of voting stock of the Company then outstanding;

(ii)    the consummation of any merger, reorganization, business combination or consolidation of the Company, Ashford Inc. or one of the subsidiaries of the Company or Ashford Inc. with or into any other company, other than a merger, reorganization, business combination or consolidation which would result in the holders of the voting securities of the Company or Ashford Inc., as applicable, outstanding immediately prior thereto holding securities which represent immediately after such merger, reorganization, business combination or consolidation more than 50% of the combined voting power of the voting securities of the Company, Ashford Inc. or the surviving company or the parent of such surviving company;

(iii)    the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition if the holders of the voting securities of the Company outstanding immediately prior thereto hold securities immediately thereafter which represent more than 50%

of the combined voting power of the voting securities of the acquiror, or parent of the acquiror, of such assets; or the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company; or

(iv)    individuals who, as of the Effective Date, constitute the Board (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election to the Board was approved or recommended to stockholders of Ashford Inc. by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an election contest with respect to the election or removal of directors or other solicitation of proxies or consents by or on behalf of a person other than the Board.

(b)    CERTAIN BENEFITS UPON A CHANGE OF CONTROL. If a Change of Control occurs during the Term and the Executive’s employment is terminated by the Company without Cause or by the Executive for any reason on or before the one (1) year anniversary of the effective date of the Change of Control, then the Executive shall be entitled to the Accrued Obligations, Pro-Rated Bonus, Other Benefits and accelerated vesting, all as provided in Sections 7(a)(i), (ii), (iii) and (iv) above at the times as provided in such sections. In addition, the Executive shall be entitled to a Severance Payment determined and paid in accordance with Section 7(a)(i) above. Without limiting the foregoing, it is agreed that if the Executive’s employment is terminated pursuant to this Section 8(b), all outstanding stock options, restricted stock, LTIP units and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefore covering the securities of a successor company) shall become immediately vested and exercisable in full. Likewise, all outstanding stock options, restricted stock, LTIP units and other equity awards granted to the Executive under any of the equity incentive plans of any entity advised by Ashford Inc. shall become immediately vested and exercisable in full to the extent provided in such plans and consistent with the vesting terms of such awards. All payments under this Section 8(b) are subject to the restrictions set forth in Section 7(h) and may be delayed as set forth in Section 7(h) in order to satisfy the requirements of Section 409A of the Internal Revenue Code.

9.    CONFIDENTIAL INFORMATION. The Executive recognizes and acknowledges that the Executive has and will have access to confidential and proprietary information of the Company, Ashford Inc. and any entity advised by the Company, which, in each case, constitute valuable, special, and unique assets of such entity. The term “ Confidential Information ” as used in this Agreement shall mean all proprietary information which is known only to the Executive, the Company, Ashford Inc., any entity advised by the Company, other employees of the Company, or others in a confidential relationship with the Company, Ashford Inc. or any entity advised by Ashford Inc., and relating to the business of the Company, Ashford Inc. or such other entity, as applicable (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary company programs, sales, acquisitions, products, profits, costs, conditions (financial or other), cash flows, key personnel, formulae, product applications, technical processes, and trade secrets, as such information may exist from time to time), which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work, exclusive of information known to the Executive solely by virtue of his positions with the Remington Affiliates, which information shall not be deemed “Confidential Information.”

The Executive acknowledges that the Company has put in place certain policies and practices to keep such Confidential Information secret, including disclosing the information only on a need-to-know basis. The Executive further acknowledges that the Confidential Information has been developed or acquired by the Company through the expenditure of substantial time, effort, and money and provides the Company with an advantage over competitors who do not know such Confidential Information. Finally, the Executive acknowledges that such Confidential Information, if revealed to or used for the benefit of the Company’s competitors or in a manner contrary to the Company’s interests, would cause extensive and immeasurable harm to the Company and to the Company’s competitive position.

The Executive shall not, during the Term or at any time thereafter, use for personal gain or detrimentally to the Company all or any part of the Confidential Information, or disclose or make available all or any part of the Confidential Information to any person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, except as may be required pursuant to his employment hereunder, unless and until such Confidential Information becomes publicly available other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder. Notwithstanding the foregoing, Executive shall not be restricted from disclosing or using Confidential Information that: (i) is or becomes generally available to the public other than as a result of an unauthorized disclosure by Executive or his agent; (ii) becomes available to Executive in a manner that is not in contravention of applicable law from a source (other than the Company, Ashford Inc. or an entity advised by the Company or the affiliated entities of such entities or one of its or their officers, employees, agents or representatives) that is not known by Executive, after reasonable investigation, to be bound by a confidential relationship with the Company, Ashford Inc. or an entity advised by the Company or the affiliated entities of such entities or by a confidentiality or other similar agreement; or (iii) is required to be disclosed by law, court order or other legal process; provided, however, that in the event disclosure is required by law, court order or legal process, Executive shall provide the Company, if legally permissible, with prompt notice of such requirement as set forth below in this Section 9.

The Executive acknowledges that the Confidential Information shall remain at all times the exclusive property of the Company, and no license is granted. In the event of the termination of his employment, whether voluntary or involuntary and whether by the Company or the Executive, or within seven (7) business days of the Company’s request under any other circumstances, the Executive shall deliver to the Company all Confidential Information, in any form whatsoever, including electronic formats, and shall not take with him any Confidential Information or any reproductions (in whole or in part) or extracts of any items relating to the Confidential Information. The Company acknowledges that prior to his employment with the Company, the Executive has lawfully acquired extensive knowledge of the industries in which the Company engages in business including, without limitation, markets, valuation methods and techniques, capital markets, investor relationships and similar items, and that the provisions of this Section 9 are not intended to restrict the Executive’s use of such previously acquired knowledge.

In the event that the Executive receives a request or is required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Confidential Information, the Executive agrees, if legally permissible, to (a) promptly notify the Company of the existence, terms and circumstances surrounding such request or requirement, (b) consult with the Company on the advisability of taking legally available steps to resist or narrow such request or requirement and (c) assist the Company in seeking a protective order or other appropriate remedy; provided, however, that the Executive shall not be required to take any action in violation of applicable laws. In the event that such protective order

or other remedy is not obtained or that the Company waives compliance with the provisions hereof, the Executive shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a previous disclosure by the Executive not permitted by this Agreement.

By this Agreement, the company is providing the Executive with rights that the Executive did not previously have. In exchange for the foregoing and the additional terms agreed to in this Agreement, the Executive agrees that: (i) he is being provided with access to Confidential Information to which he has not previously had access; and (ii) all goodwill developed with the Company’s clients, customers and other business contacts by the Executive is the exclusive property of the Company. The Executive waives and releases any claim that he should be able to use, for the benefit of any competing person or entity, client and customer goodwill or Confidential Information that was previously received or developed by the Executive while working for the Company, Ashford Inc. or any entity advised by the Company.

10.    NON-COMPETITION, NON-SOLICITATION AND NON-INTERFERENCE

(a)    NON-COMPETITION. During the Term and any Non-Compete Period (hereinafter defined), the Executive will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder or partner engage in any “Competitive Business”; PROVIDED, HOWEVER, the foregoing shall not prohibit or limit the Executive’s right to (i) pursue investments, transactions or businesses allowed pursuant to the terms of the Mutual Exclusivity Agreements, (ii) continue the Executive’s ownership, investment, management and operation of the Remington Affiliates consistent with the terms of the Mutual Exclusivity Agreements, (iii) continue the Executive’s ownership, investment, management and operation of all existing investments of the Executive and the Remington Affiliates as of the Effective Date consistent with the terms of the Mutual Exclusivity Agreements, and (iv) remain an officer and/or director of all Remington Affiliates consistent with the terms of the Mutual Exclusivity Agreements and such activities shall not be deemed a “Competitive Business.”

For purposes of this Section 10(a), “ Competitive Business ” means acquiring, investing in or with respect to, owning, leasing, managing or developing hotel properties in the United States or in any international market in which the Company or any clients it advises conduct such business or originating or acquiring loans in respect of hotel properties in the United States or in any international market in which the Company or any clients it advises conduct such business, in each case, where the Executive had duties or performed services for the Company, which the parties stipulate is a reasonable geographic area because of the scope of the Company’s operations and the Executive’s employment with the Company. The Executive may not avoid the purpose and intent of this restriction by engaging in conduct within the geographically limited area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods.

For purposes of this Section 10(a), the “ Non-Compete Period ” shall mean the period ending on the first anniversary of his Date of Termination.

The Executive acknowledges that the services provided by the Executive are of a special, unique, and extraordinary nature. The Executive further acknowledges that his work and experience with the Company will enhance his value to a Competitive Business, and that the nature of the Confidential Information to which the Executive has immediate access and will continue to have access during the course of his employment makes it difficult, if not impossible, for him to engage in any Competitive Business without disclosing or utilizing the

Confidential Information. The Executive further acknowledges that his work and experience with the Company places him in a position of trust with the Company.

(b)    NON-SOLICITATION OF EMPLOYEES. The Executive covenants and agrees that (i) during the Term, and (ii) during the period ending on the first anniversary of his Date of Termination, he shall not, without the prior written consent of the Company, directly or indirectly, whether for his own account or on behalf of any person, firm, corporation, partnership, association or other entity or enterprise, solicit, recruit, hire or cause to be hired any executives or senior management of the Company or any of its affiliates, or any person who was an executive or senior management of the Company during the six months preceding the Executive’s Date of Termination, or solicit or encourage any executive or senior management of the Company or any of its affiliates to leave the employment of the Company or any of such affiliates, as applicable. The parties hereto agree that (i) the placement of general advertisements that may be targeted to a particular geographic or technical area but which are not targeted directly or indirectly towards any employees, officers, agents or representatives of the Company (or any successor entity) shall not be deemed a breach of this Section 10(b) and (ii) the employment or engagement of such persons by an entity that is not controlled by Executive and whom Executive did not encourage, solicit or induce or in any manner attempt to encourage, solicit or induce to terminate his or her employment with the Company shall not be deemed a breach of this Section 10(b).

(c)    NON-INTERFERENCE WITH COMPANY OPPORTUNITIES. The Executive understands and agrees that all business opportunities with which he is involved during his employment with the Company constitute valuable assets of the Company and its affiliated entities, and may not be converted to Executive’s own use or converted by Executive for the use of any person, firm, corporation, partnership, association or other entity or enterprise. Accordingly, except those interests associated with Remington Affiliates, as permitted under the terms of the Mutual Exclusivity Agreements, Executive agrees that during the Term, Executive shall not, directly or indirectly, whether for his own account or on behalf of any person, firm, corporation, partnership, association or other entity or enterprise, interfere with, solicit, pursue, or in any manner make use of any such business opportunities.

(d)    REASONABLE RESTRAINTS. The Executive agrees that restraints imposed upon him pursuant to this Section are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The parties further agree that, in the event that any provision of this Section shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

11.    NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company and for which the Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract agreement with the Company at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement. Notwithstanding anything in this Agreement or any such plan, policy, practice or program noted

above to the contrary, the timing of all payments pursuant to this Agreement or any such plan, policy, practice or program shall be subject to the timing rules specified in Section 7(h) of this Agreement.

12.    FULL SETTLEMENT. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and except as expressly provided, such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 30 days following the Company’s receipt of an invoice from the Executive), to the full extent permitted by law, all reasonable legal fees and expenses which the Executive or his beneficiaries may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive or his beneficiaries about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(a) of the Code to the extent permitted by 409A. The preceding sentence shall not apply with respect to any such contest if the court having jurisdiction over such contest determines that the Executive’s claim in such contest is frivolous or maintained in bad faith. This reimbursement obligation shall remain in effect following the Executive’s termination of employment for the applicable statute of limitations period relating to any such claim, and the amount of reimbursements hereunder during any tax year shall not affect the expenses eligible for reimbursement in any other tax year. Such reimbursements are intended to comply with Treasury Regulation Section 1.409A-3(i)(1)(iv)(A).

13.    DISPUTES.

(a)    EQUITABLE RELIEF. The Executive acknowledges and agrees that upon any breach by the Executive of his obligations under Sections 9 or 10 hereof, the Company will have no adequate remedy at law, and accordingly will be entitled to specific performance and other appropriate injunctive and equitable relief. In the event an enforcement remedy is sought under Section 10 hereof, the time periods provided for in that Section shall be extended by one day for each day the Executive failed to comply with the restriction at issue.

(b)    ARBITRATION. Excluding only requests for equitable relief by the Company under Section 13(a) of this Agreement, in the event that there is any claim or dispute arising out of or relating to this Agreement, or the breach thereof, and the parties hereto shall not have resolved such claim or dispute within 60 days after written notice from one party to the other setting forth the nature of such claim or dispute, then such claim or dispute shall be settled exclusively by binding arbitration in Dallas, Texas in accordance with the Commercial Arbitration Rules of the American Arbitration Association by an arbitrator mutually agreed upon by the parties hereto or, in the absence of such agreement, by an arbitrator selected according to such Rules. Notwithstanding the foregoing, if either the Company or the Executive shall request, such arbitration shall be conducted by a panel of three arbitrators, one selected by the Company, one selected by the Executive and the third selected by agreement of the first two, or, in the absence of such agreement, in accordance with such Rules. Neither party shall have the right to claim or recover punitive damages. Judgment upon the award rendered by such arbitrator(s) shall be entered in any Court having jurisdiction thereof upon the application of either party.

14.    INDEMNIFICATION. The Company will indemnify the Executive, to the maximum extent permitted by applicable law, against all costs, charges and expenses incurred or sustained by the Executive, including the cost of legal counsel selected and retained by the Executive in connection with any action, suit or proceeding to which the Executive may be made a party by reason of the Executive being or having been an officer, director, or employee of the Company or any subsidiary or affiliate of the Company, any entity advised by the Company or any new platform or entity to be created by, or spun-off from, Ashford Inc., Ashford Prime or Ashford Trust.

15.    COOPERATION IN FUTURE MATTERS. The Executive hereby agrees that, for a period of one (1) year following his termination of employment, he shall cooperate with the Company’s reasonable requests relating to matters that pertain to the Executive’s employment by the Company, including, without limitation, providing information or limited consultation as to such matters, participating in legal proceedings, investigations or audits on behalf of the Company, or otherwise making himself reasonably available to the Company for other related purposes. Any such cooperation shall be performed at times scheduled taking into consideration the Executive’s other commitments, including business and family matters, and the Executive shall be compensated at a reasonable hourly or PER DIEM rate to be agreed by the parties to the extent such cooperation is required on more than an occasional and limited basis. The Executive shall not be required to perform such cooperation to the extent it conflicts with any requirements of exclusivity of services for another employer or otherwise, nor in any manner that in the good faith belief of the Executive would conflict with his rights under or ability to enforce this Agreement.

16.    GENERAL.

(a)    NOTICES. All notices and other communications hereunder shall be in writing or by written telecommunication, and shall be deemed to have been duly given if delivered personally or if sent by overnight courier or by certified mail, return receipt requested, postage prepaid or sent by written telecommunication or telecopy, to the relevant address set forth below, or to such other address as the recipient of such notice or communication shall have specified to the other party hereto in accordance with this Section 16(a).

14185 Dallas Parkway, Suite 1100

Dallas, Texas 75254

Attn: Chief Executive Officer

14185 Dallas Parkway, Suite 1100

Dallas, Texas 75254

Attn: General Counsel

and

Ashford Inc.

14185 Dallas Parkway, Suite 1100

Dallas, Texas 75254

Attn: Lead Director

If to the Executive, at his last residence shown on the records of the Company,

________________________________

________________________________

Any such notice shall be effective (i) if delivered personally, when received, (ii) if sent by overnight courier, when receipted for, and (iii) if mailed, two (2) days after being mailed as described above.

(b)    SEVERABILITY. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.

(c)    WAIVERS. No delay or omission by either party hereto in exercising any right, power or privilege hereunder shall impair such right, power or privilege, nor shall any single or partial exercise of any such right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege.

(d)    COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

(e)    ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the Company’s successors and the Executive’s personal or legal representatives, executors, administrators, heirs, distributees, devisees and legatees. This Agreement shall not be assignable by the Executive, it being understood and agreed that this is a contract for the Executive’s personal services. This Agreement shall not be assignable by the Company except in connection with a transaction involving the succession by a third party to all or substantially all of the Company’s business and/or assets (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise), in which case such successor shall assume this Agreement and expressly agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform it in the absence of a succession. For all purposes under this Agreement, the term “ Company ” shall include any successor to the Company’s business and/or assets that executes and delivers the assumption agreement described in the immediately preceding sentence or that becomes bound by this Agreement by operation of law.

(f)    ENTIRE AGREEMENT. This Agreement, together with the Ashford Inc. Mutual Exclusivity Agreement, contains the entire understanding of the parties, supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof and may not be amended except by a written instrument hereafter signed by the Executive, the Company, and a duly authorized representative of the Board.

(g)    GOVERNING LAW. This Agreement and the performance hereof shall be construed and governed in accordance with the laws of the State of Texas, without giving effect to principles of conflicts of law. Jurisdiction and venue shall be solely in the federal or state courts of Dallas County, Texas. This provision should not be read as a waiver of any right to removal to federal court in Dallas County.

(h)    CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. The headings of sections of this Agreement are for convenience of reference only and shall not affect its meaning or construction.

(i)    PAYMENTS AND EXERCISE OF RIGHTS AFTER DEATH. Any amounts due hereunder after the Executive’s death shall be paid to the Executive’s designated beneficiary or beneficiaries, whether received as a designated beneficiary or by will or the laws of descent and distribution. The Executive may designate a beneficiary or beneficiaries for all purposes of this Agreement, and may change at any time such designation, by notice to the Company making specific reference to this Agreement. If no designated beneficiary survives the Executive or the Executive fails to designate a beneficiary for purposes of this Agreement prior to his death, all amounts thereafter due hereunder shall be paid, as and when payable, to his spouse, if she survives the Executive, and otherwise to his estate.

(j)    CONSULTATION WITH COUNSEL. The Executive acknowledges that he has had a full and complete opportunity to consult with counsel or other advisers of his own choosing concerning the terms, enforceability and implications of this Agreement, and that the Company has not made any representations or warranties to the Executive concerning the terms, enforceability and implications of this Agreement other than as are reflected in this Agreement.

(k)    WITHHOLDING. Any payments provided for in this Agreement shall be paid net of any applicable tax withholding required under federal, state or local law.

(l)    NON-DISPARAGEMENT. The Executive agrees that, during the Term and thereafter (including following Executive’s termination of employment for any reason) he will not make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the Company or its affiliates or their respective officers, directors, employees, advisors, businesses or reputations. The Company agrees that, during the Term and thereafter (including following Executive’s termination of employment for any reason), the Company’s directors, officers or other employees will not make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may directly or indirectly, disparage Executive or his family or his business or reputation; provided, however, the Company shall have no liability for any communication by its employees (other than its officers) that violates this non-disparagement clause, unless an officer of the Company is made aware of such communication and fails to take appropriate action to enforce this non-disparagement clause on behalf of the Company. Notwithstanding the foregoing, nothing in this Agreement shall preclude either Executive or the Company from making truthful statements or disclosures that are required by applicable law, regulation, or legal process.

(m)     CODE SECTION 409A. It is the intention of the parties to this Agreement that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences to the Executive under Section 409A of the Code. The Agreement shall be interpreted to that end and, consistent with that objective and notwithstanding any provision herein to the contrary, the Company may unilaterally take any action it deems necessary or desirable to amend any provision herein to avoid the application of or excise tax under Section 409A. Further, no effect shall be given to any provision herein in a manner that reasonably could be expected to give rise to adverse tax consequences under that provision.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have caused this Agreement to be duly executed under seal as of the date first above written.

ASHFORD HOSPITALITY ADVISORS, LLC

By: /s/ DAVID A. BROOKS

Name: David A. Brooks

Title: Chief Operating Officer and General Counsel

Dated: November 12, 2014

EXECUTIVE:

/s/ MONTY J. BENNETT                

MONTY J. BENNETT

Dated: November 12, 2014

EXHIBIT “A”

RELEASE AND WAIVER

THIS RELEASE AND WAIVER (the “ Termination Release ”) is made as of the _____ day of ___________, 20__ by MONTY J. BENNETT (the “ Executive ”).

WHEREAS, the Executive, and the Company have entered into an Employment Agreement (the “Agreement”) dated as of [_______], effective as of [_________] and providing certain compensation and severance amounts upon the Executive’s termination of employment; and

WHEREAS, the Executive has agreed, pursuant to the terms of the Agreement, to execute a release and waiver in the form set forth in this Termination Release in consideration of the Company’s agreement to provide the compensation and severance amounts upon the Executive’s termination of employment set out in the Agreement; and

WHEREAS, the Company and the Executive desire to settle all rights, duties and obligations between them, including without limitation all such rights, duties, and obligations arising under the Agreement or otherwise out of the Executive’s employment by the Company;

NOW THEREFORE, intending to be legally bound and for good and valid consideration the sufficiency of which is hereby acknowledged, the Executive agrees as follows:

1.      QUALIFYING TERMINATION PAYMENTS AND CONDITIONS. The Executive and the Company acknowledge and agree that the Date of Termination is _______________, 20__. Payment of the compensation and severance amounts contained in the Agreement is subject to Executive’s execution and non-revocation of the Termination Release and is due pursuant to the terms described in the Agreement. Consistent with the revocation period described below, no such payment will be due sooner than eight days following the date that Executive executes the Termination Release.

2.      GENERAL RELEASE BY EXECUTIVE.

(a)      The Executive knowingly and voluntarily releases, acquits, covenants not to sue and forever discharges the Company, and its respective owners, parents, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, divisions and subsidiaries (collectively, the “Releasees”) from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, damages, causes of action, suits, rights, costs, losses, debts and expenses of any nature whatsoever, known or unknown, suspected or unsuspected, foreseen or unforeseen, matured or unmatured (collectively, the “Claims”), against them which the Executive or any of his heirs, executors, administrators, successors and assigns ever had, now has or at any time hereafter may have, own or hold by reason of any matter, fact, or cause whatsoever from the beginning of time up to and including the date of this Termination Release, including without limitation all claims arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, Texas Labor Code Section 21.001, et seq. (Texas Employment Discrimination); Texas Labor Code Section 61.001, et seq. (Texas Pay Day Act); Texas Labor Code Section 62.002, et seq. (Texas Minimum Wage Act); Texas Labor Code Section 201.001, et seq. (Texas Unemployment Compensation Act); Texas Labor Code Section 401.001, et seq., specifically Section 451.001 formerly codified as Article 8307c of the Revised Civil Statutes (Texas Workers’ Compensation Act and Discrimination Issues); and Texas Genetic Information and Testing Law, each as amended, or any other

federal, state or local laws, rules, regulations, judicial decisions or public policies now or hereafter recognized. Expressly excluded from this General Release are Claims which cannot be waived by law.

(b)      The Executive represents that he has not filed or permitted to be filed against any of the Releasees, any complaints, charges or lawsuits and covenants and agrees that he will not seek or be entitled to any personal recovery in any court or before any governmental agency, arbitrator or self-regulatory body against any of the Releasees arising out of any matters set forth in Section 1(a) hereof. Nothing herein shall prevent the Executive from seeking to enforce his rights under the Agreement. The Executive does not hereby waive or release his rights to any benefits under the Company’s employee benefit plans to which he is or will be entitled pursuant to the terms of such plans in the ordinary course.

3.      ADEA RELEASE BY EXECUTIVE. The Executive hereby completely and forever releases and irrevocably discharges the Releasees, from any and all Claims arising under the Age Discrimination in Employment Act (“ADEA”) on or before the date the Executive signs this Termination Release (the “ADEA Release”), and hereby acknowledges and agrees that: (i) this Termination Release, including the ADEA Release, was negotiated at arm’s length; (ii) this Termination Release, including the ADEA Release, is worded in a manner that the Executive fully understands; (iii) the Executive specifically waives any rights or claims under the ADEA; (iv) the Executive knowingly and voluntarily agrees to all of the terms set forth in this Termination Release, including the ADEA Release; (v) the Executive acknowledges and understands that any claims under the ADEA that may arise after the date of this Termination Release are not waived; and (vi) the rights and claims waived in this Termination Release, including the ADEA Release, are in exchange for consideration over and above anything to which the Executive was already entitled.

4.      GENERAL RELEASE BY COMPANY. The Company and its affiliates each does hereby fully, finally and completely release Executive from any and all Claims of any kind or nature arising out of the Executive’s employment with the Company arising from, relating to, or in any way connected with any facts or events occurring on or before the date of the Termination Release, provided, however, that the Executive is not released or discharged from his continuing obligations contained in the Termination Release, the Agreement, or in any other agreement with the Company.

5.      NON-DISPARAGEMENT. The Executive covenants and agrees he will not make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the Company or its affiliates or their respective officers, directors, employees, advisors, businesses or reputations. Notwithstanding the foregoing, nothing herein or in the Agreement shall preclude the Executive from making truthful statements or disclosures that are required by applicable law, regulation or legal process. The Company covenants and agrees its directors, officers and other employees will not make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage Executive or his family or his business or reputation; provided, however, the Company shall have no liability for any communication by its employees (other than its officers) that violates this non-disparagement clause, unless an officer of the Company is made aware of such communication and fails to take appropriate action to enforce this non-disparagement clause on behalf of the Company. Notwithstanding the foregoing, nothing herein or in the Agreement shall preclude the Executive or the Company’s officers and directors from making truthful statements or disclosures that are required by applicable law, regulation or legal process.

6.      REAFFIRMATION OF CONTINUING OBLIGATIONS. Nothing in this Termination Release shall be deemed to affect or relieve the Executive from any continuing obligation contained in any other agreement with the Company or the Company’s rights with respect thereto. The Executive specifically acknowledges and reaffirms his continuing non-competition and non-solicitation obligations to the Company under the Agreement. The Executive further acknowledges that this reaffirmation is material to this Termination

Release, and the Executive acknowledges and agrees that his continuing non-competition and non-solicitation obligations under the Agreement are reasonable and enforceable and that he will not challenge or violate these covenants.

7.      MODIFICATION; WAIVER. No modification or addition hereto or waiver or cancellation of any provision hereof shall be valid except by a writing signed by the party to be charged therewith. No delay on the part of any party to this Termination Release in exercising any right or privilege provided hereunder or by law shall impair, prejudice or constitute a waiver of such right or privilege.

8.      SEVERABILITY. If any provision contained in this Termination Release is determined to be void, illegal or unenforceable, in whole or in part, then the other provisions contained herein shall remain in full force and effect as if the provision which was determined to be void, illegal or unenforceable had not been contained herein.

9.      COSTS. The parties hereto agree that each party shall pay its respective costs, including attorney's fees, if any, associated with this Termination Release.

10.      FULLY UNDERSTOOD; PAYMENTS RECEIVED. By signing this Termination Release, the Executive acknowledges and affirms that he has read and understands the foregoing Termination Release, agreed to the terms of the Release Agreement, and acknowledges receipt of a copy of the Termination Release. The Executive also hereby acknowledges and affirms the sufficiency of the compensation and severance amounts recited herein. The Executive further acknowledges that upon receipt of the compensation and severance amounts recited herein, he shall not be entitled to any further payment, compensation or remuneration of any kind from the Company, with respect to the Executive’s employment with the Company or otherwise.

11.      ENTIRE AGREEMENT. This Termination Release contains the entire agreement between the Executive and the Company and supersedes any and all prior understandings or agreements with respect to the subject matter hereof, whether written or oral, except as set forth herein and with respect to any of the Executive’s continuing obligations contained elsewhere (including those contained in the Agreement), which shall continue and remain in full force and effect per the terms of those covenants.

ACKNOWLEDGMENT. The Company has advised the Executive to consult with an attorney of his choosing prior to signing this Termination Release and the Executive hereby represents to the Company that he has been offered an opportunity to consult with an attorney prior to signing this Termination Release. The Company has also advised the Executive that Executive has up to twenty-one days to consider and sign the Termination Release and up to seven days after signing in which to revoke acceptance by giving notice to __________________________________ at _______________________________ by personal delivery or by mail postmarked no later than the seventh day after the Executive signs the Termination Release. The Executive acknowledges and agrees that any changes in the terms of this Termination Release, whether material or immaterial, after the date upon which the Executive first received this Termination Release shall not affect or restart the above-referenced twenty-one day consideration period.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto has executed this Termination Release under seal as of the day and year first above written.

ASHFORD HOSPITALITY ADVISORS, LLC

By:        

Name:        

Title:        

Dated:        

EXECUTIVE:

MONTY J. BENNETT

Dated:        

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “ Agreement ”), effective as of November 12, 2014 (the “ Effective Date ”), is between Ashford Inc., a corporation organized under the laws of the State of Delaware and having its principal place of business at Dallas, Texas, ASHFORD HOSPITALITY ADVISORS, LLC, a Delaware limited liability company organized under the laws of the State of Delaware and having its principal place of business at Dallas, Texas (hereinafter, the “ Company ”) and DOUGLAS A. KESSLER, an individual residing in Dallas, Texas (the “ Executive ”).

RECITALS :

WHEREAS, the Company is a subsidiary of Ashford Inc. and will initially serve as an external advisor to Ashford Hospitality Trust, Inc., a Maryland corporation (“ Ashford Trust ”), and Ashford Hospitality Prime, Inc., a Maryland corporation (“ Ashford Prime ”);

WHEREAS, the Company desires to employ Executive upon the terms and conditions specified herein, and Executive desires such employment.

NOW, THEREFORE, the Company and the Executive, in consideration of the respective covenants set out below, hereby agree as follows:

1. EMPLOYMENT.

(a)      POSITIONS. During the Term (defined below), the Executive shall be employed by the Company to serve as President of the Company, Ashford Inc., Ashford Trust and Ashford Prime. In addition to the foregoing, the Executive shall serve the subsidiaries and affiliates of the Company, Ashford Inc., Ashford Trust, Ashford Prime and any other entities advised by the Company in these or other offices and capacities, including as a consultant to such entities, in each case upon the reasonable request of the Company. If the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation provided herein shall not be reduced for so long as the Executive otherwise remains employed by the Company under the terms of this Agreement.

(b)      RESPONSIBILITIES. The Executive’s principal employment duties and responsibilities shall be those duties and responsibilities customary for the position of President and such other executive duties and responsibilities as the Chief Executive Officer of the Company (“ CEO ”) or the Board of Directors of Ashford Inc. (the “ Board ”) shall from time to time reasonably assign to the Executive. The Executive shall report directly to the CEO or such person(s) as the CEO may designate from time to time.

(c)      EXTENT OF SERVICES. Except for illnesses and vacation periods, the Executive shall devote substantially all of his working time and attention and his best efforts to the performance of his duties and responsibilities under this Agreement and shall not be otherwise employed. However, the Executive may (i) make any passive investments where he is not obligated or required to, and shall not in fact, devote material managerial efforts, (ii) participate in charitable, academic

or community activities or in trade or professional organizations, (iii) hold directorships in charitable or non-profit organizations, or (iv) subject to CEO and Board approval (which approval shall not be unreasonably withheld or withdrawn), hold directorships in for profit companies, except only that the CEO or the Board shall have the right to limit such services as a director or such participation whenever the CEO or the Board shall reasonably believe that the time spent on such activities infringes in any material respect upon the time required by the Executive for the performance of his duties under this Agreement or is otherwise incompatible with those duties.

2.      TERM. This Agreement shall become effective as of the Effective Date and shall continue for a Term ending on December 31, 2015 (the “ Initial Termination Date ”) unless it is sooner terminated pursuant to Section 6; provided, however, that this Agreement shall be automatically extended for one additional year on the Initial Termination Date and on each subsequent anniversary of the Initial Termination Date, unless either the Company or the Executive elect not to extend the Term of this Agreement by notifying the other party in writing of such election not less than one hundred twenty (120) days prior to the expiration of the then current Term. For purposes of this Agreement, “ Term ” shall mean the actual duration of the Executive’s employment hereunder, taking into account any extension pursuant to this Section 2 or early termination of employment pursuant to Section 6.

3.      SALARY. The Company shall pay the Executive a Base Salary which shall be payable in periodic installments, less statutory deductions and withholdings, according to the Company’s normal payroll practices. Commencing as of the Effective Date, the Executive’s base salary shall be SIX HUNDRED TWENTY FIVE THOUSAND DOLLARS ($625,000) per year. The Board or a compensation committee duly appointed by the Board (the “ Compensation Committee ”) shall thereafter review the Executive’s Base Salary annually to determine within its sole discretion whether and to what extent the Executive’s salary may be increased, but in no event shall it be decreased (for the purposes of this Agreement, the term “ Base Salary ” shall mean the amount established and adjusted from time to time pursuant to this Section 3).

4.      ANNUAL INCENTIVE AWARDS.

(a)      INCENTIVE BONUS. The Executive shall be entitled to receive an annual cash incentive bonus (the “ Incentive Bonus ”) for each calendar year during the Term of this Agreement based on the level of accomplishment of management and performance objectives as established by the CEO, the Board or the Compensation Committee. Except as otherwise provided in Section 7, if the Executive is not employed for the full calendar year, the Executive shall be paid a pro-rated Incentive Bonus in an amount equal to the product of (x) the amount of the Incentive Bonus for the calendar year to which the Executive would have been entitled if the Executive had remained employed for the entire calendar year and (y) a fraction, the numerator of which is the number of days in the applicable calendar year for which the Executive was employed through the last day of his employment and the denominator of which is the 365 days of the calendar year. The targeted Incentive Bonus for the Term is 50% to 150% of Base Salary, and in no event shall such targeted Incentive Bonus be decreased. The Incentive Bonus shall be paid as soon as reasonably practical following each calendar year but not later than June 1 ^st of the following year.

(b)      INCENTIVE, SAVINGS AND RETIREMENT PLANS. During the Term, the Executive shall be entitled to participate in all other short- and long-term incentive plans, stock and option plans, long term incentive partnership (“ LTIP ”) plans, practices, policies and other programs, and all savings and retirement plans, practices, policies and programs, in each case that are applicable generally to senior executives of the Company or Ashford Inc., as may be adopted, or amended from time to time, by the Compensation Committee, including, without limitation, equity incentive programs of other companies advised by the Company.

5.      BENEFITS.

(a)      VACATION. The Executive will be entitled to paid vacation in conformance with the Company’s vacation policy for senior executives but in no event less than four (4) weeks of paid vacation per calendar year. Vacation time not used within the calendar year will not carry forward. The Executive shall not be entitled to cash in lieu of any unused vacation time except as provided herein.

(b)      SICK LEAVE. The Executive shall be entitled to paid sick leave in accordance with the sick leave policies of the Company in effect for other senior executive officers.

(c)      EMPLOYEE BENEFITS. The Executive and his spouse and eligible dependents, if any, and their respective designated beneficiaries where applicable, will be eligible for and entitled to participate in other benefits maintained by the Company or Ashford Inc. for its senior executive officers, as such benefits may be modified from time to time and for all such employees, such as, without limitation, any medical, dental, vision, pension, 401(k), deferred compensation, accident, disability, and life insurance benefits, on a basis not less favorable than that applicable to other senior executives of the Company or Ashford Inc. The Executive will also be entitled to appropriate office space, administrative support, secretarial assistance, and such other facilities and services as are suitable to the Executive’s positions and as required for the performance of the Executive’s duties.

(d)      EXPENSES. The Executive will be entitled to reimbursement of all reasonable expenses, in accordance with the Company’s policy as in effect from time to time and on a basis not less favorable than that applicable to other senior executives of the Company or Ashford Inc., including, without limitation, telephone (including in-home, office and cellular telephone, DSL and/or wi-fi costs), travel and entertainment expenses incurred by the Executive in connection with the business of the Company, promptly upon the presentation by the Executive of supporting receipts or documentation.

(e)      D&O INSURANCE COVERAGE. During and for a period three (3) years after the Term, the Executive shall be entitled to director and officer insurance coverage for his acts and omissions while an officer of the Company on a basis no less favorable to him than the coverage provided current officers or directors.

6.      TERMINATION. The employment of the Executive by the Company and this Agreement (except as otherwise provided herein) shall terminate upon the occurrence of any of the following:

(a)      DEATH OR DISABILITY. Immediately upon death or Disability of the Executive. As used in this Agreement, “ Disability ” shall mean an inability to perform the essential functions of his duties, with or without reasonable accommodation, for a period of 90 consecutive days or a total of 180 days, during any 365-day period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent. A determination of Disability shall be made by a physician satisfactory to both the Executive (or his guardian) and the Company, provided that if the Executive and the Company do not agree on a physician, the Executive (or his guardian) and the Company shall each select a physician and these two together shall select a third physician, whose determination as to Disability shall be binding on all parties. The appointment of one or more individuals to carry out the offices or duties of the Executive during a period of the Executive’s inability to perform such duties and pending a determination of Disability shall not be considered a breach of this Agreement by the Company.

(b)      FOR CAUSE. At the election of the Company, for Cause, immediately upon written notice by the Company to the Executive unless the Executive fully corrects the circumstances constituting Cause within the cure periods provided below, if applicable. For purposes of this Agreement, “ Cause ” for termination shall be deemed to exist solely in the event of the following:

(i)      The conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, a felony (exclusive of a conviction, plea of guilty or nolo contendere arising under a statutory provision imposing criminal liability upon the Executive on a PER SE basis due to any offices held by the Executive pursuant to the terms of this Agreement, so long as any act or omission of the Executive with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of the CEO or the Board);

(ii)      willful breach of duty of loyalty which is materially detrimental to the Company, Ashford Inc. or any entity advised by the Company which is not cured to the reasonable satisfaction of the CEO or the Board within thirty (30) days following written warning to the Executive from the CEO or the Board describing the alleged circumstances, provided that if there is an inconsistency in directives given by the Board as compared to a directive from the CEO, the Board directives shall control;

(iii)      willful failure to perform or adhere to explicitly stated duties or guidelines of employment or to follow the lawful directives of the CEO or the Board which continues for thirty (30) days after written warning to the Executive that it will be deemed a basis for a “ For Cause ” termination, provided that if there is an inconsistency in directives given by the Board as compared to a directive from the CEO, the Board directives shall control;

(iv)      gross negligence or willful misconduct in the performance of the Executive’s duties (which is not cured by the Executive within 30 days after written warning from the CEO);

(v)      the Executive’s willful commission of an act of dishonesty resulting in material economic or financial injury to the Company, Ashford Inc. or any entity advised by the Company or willful commission of fraud; or

(vi)      the Executive’s chronic absence from work for reasons other than illness which is not cured to the reasonable satisfaction of the CEO within 30 days following written warning to the Executive from the CEO describing the alleged circumstances.

For purposes of this Section, no act, or failure to act, on the Executive’s part will be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without a reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company, Ashford Inc. or the entities advised by the Company, as applicable. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, a directive of the CEO, or based upon the advice of outside counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company, Ashford Inc. or the entities advised by the Company, as applicable.

(c)      WITHOUT CAUSE OR GOOD REASON. At the election of the Company, without Cause, and at the election of the Executive, without Good Reason, in either case upon sixty (60) days’ prior written notice to the Executive or to the Company, as the case may be; provided, however, that if the Executive gives notice, without Good Reason, the Company may waive all or a portion of the sixty (60) days’ written notice and accelerate the effective date of the termination.

(d)      FOR GOOD REASON. At the election of the Executive, for Good Reason, which is not cured by the Company within thirty (30) days after written notice from the Executive to the Company setting forth a description of the circumstances constituting Good Reason. For purposes of this Agreement, “ Good Reason ” shall mean any of the following actions, omissions or events occurring without the Executive’s prior written consent:

(i)      the assignment to the Executive of any duties, responsibilities, or reporting requirements inconsistent with his position as President of the Company or Ashford Inc., or any material diminishment, on a cumulative basis, of the Executive’s overall duties, responsibilities, or status, including failure of Ashford Inc. or the Company to recommend to the board of directors of each of Ashford Trust and Ashford Prime that the Executive serve as the President of such entities;

(ii)      a reduction by the Company in the Executive’s annual Base Salary or targeted Incentive Bonus;

(iii)      the requirement by the Company that the principal place of business at which the Executive performs his duties be changed to a location outside the greater Dallas metropolitan area; or

(iv)      any material breach by the Company of any provision of this Agreement.

(e)      NOTICE OF TERMINATION. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other parties hereto given in accordance with Section 16(a) of this Agreement. For purposes of this Agreement, a “ Notice of Termination ” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (provided that the date specified shall not be more than thirty (30) days after the giving of the notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(f)      DATE OF TERMINATION. “ Date of Termination ” means (i) if the Executive’s employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified in the notice (provided that the date specified shall not be more than thirty (30) days after the giving of the notice), as the case may be, (ii) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination or such later date specified in such notice, (iii) if the Executive’s employment is terminated by the Executive without Good Reason, the Date of Termination shall be the date on which the Executive notifies the Company of such termination or such later date specified in such notice, unless otherwise agreed by the Company and the Executive, and (iv) if the Executive’s employment is terminated by reason of death or Disability or non-renewal of this Agreement, the Date of Termination shall be the date of death or Disability of the Executive or the Agreement’s non-renewal date, as the case may be.

7.      EFFECTS OF TERMINATION.

(a)      TERMINATION BY THE COMPANY WITHOUT CAUSE; OR NON-RENEWAL BY THE COMPANY. If the employment of the Executive should terminate by reason of (i) termination by the Company for any reason (other than Cause) or (ii) the Company’s failure to renew this Agreement, then all compensation and benefits for the Executive shall be as follows:

(vii)      The Executive shall be paid, in a single lump sum payment within thirty (30) days after the Date of Termination, the aggregate amount of (A) the Executive’s earned but unpaid Base Salary and accrued but unpaid vacation through the Date of Termination, and any Incentive Bonus required to be paid to the Executive pursuant to Section 4(a) above for the prior calendar year to the extent not previously paid, and reimbursement of all expenses through the Date of Termination as required pursuant to Section 5(d) hereof (the “ Accrued Obligations ”), and (B) two (2) (the “ Severance Multiple ”) times the sum of (x) the Base Salary in effect on the Termination Date plus (y) the average Incentive Bonus received by the Executive for the three complete calendar years or such lesser number of calendar years as the Executive has

been employed by the Company) immediately prior to the Termination Date (the “ Severance Payment ”).

(viii)      At the time when incentive bonuses are paid to the Company’s other senior executives for the calendar year of the Company in which the Date of Termination occurs, the Executive shall be paid a pro-rated Incentive Bonus in an amount equal to the product of (x) the amount of the Incentive Bonus to which the Executive would have been entitled if the Executive’s employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in the applicable calendar year for which the Executive was employed through the Date of Termination and the denominator of which is the 365 days of the calendar year (a “ Pro-Rated Bonus ”).