8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): November 19, 2013

ASHFORD HOSPITALITY TRUST, INC.

(Exact name of registrant as specified in its charter)

MARYLAND	001-31775	86-1062192
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

14185 Dallas Parkway, Suite 1100
Dallas, Texas	75254
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (972) 490-9600

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

Completion of Spin-off

On November 19, 2013 (the “Effective Date”), the previously announced spin-off of Ashford Hospitality Prime, Inc. (“Ashford Prime”) from Ashford Hospitality Trust, Inc. (the “Company”) was completed. On November 20, 2013, Ashford Prime began trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “AHP”. The Company remains listed on the NYSE under the ticker symbol “AHT”. Ashford Prime is now an independent publicly-traded real estate investment trust (“REIT”) focused on investing in high RevPAR full-service and urban select-service hotels and resorts located predominantly in domestic and international gateway markets. Ashford Prime is externally advised by Ashford Hospitality Advisors LLC, a subsidiary of the Company (the “Advisor”).

The Company completed the spin-off with a pro-rata taxable distribution of Ashford Prime’s common stock to the Company’s stockholders of record as of November 8, 2013 (the “Record Date”). One share of Ashford Prime’s common stock was distributed to stockholders of record for every five shares of the Company’s common stock held by such stockholders on the Record Date.

In connection with the spin-off, the Company and its subsidiaries entered into or amended several definitive agreements with Ashford Prime, Remington Lodging and Hospitality LLC, a property management company owned by Mr. Monty J. Bennett, the Company’s chief executive officer and chairman, and his father, Mr. Archie Bennett, Jr., chairman emeritus of Ashford Trust (“Remington”), and certain other parties, that, among other things, provide a framework for relationships with Ashford Prime and Remington after the spin-off, including the following agreements:

• Fifth Amended and Restated Agreement of Limited Partnership

• First Amendment to Hotel Master Management Agreement dated effective as of August 29, 2003 between Ashford TRS (as defined below) and Remington

• First Amendment to Hotel Master Management Agreement dated effective as of September 29, 2006 between Ashford TRS and Remington

• First Amendment to the Mutual Exclusivity Agreement dated August 29, 2003 between Ashford Trust OP (as defined below), the Company and Remington

• Advisory Agreement between Ashford Prime, Ashford Hospitality Prime Limited Partnership (“Ashford Prime OP”) and the Advisor

• Right of First Offer Agreement with Ashford Prime

• Option Agreement granting Ashford Prime the option to acquire the Pier House Resort & Spa

• Option Agreement granting Ashford Prime the option to acquire the Crystal Gateway Marriott

• Registration Rights Agreement with Ashford Hospitality Limited Partnership and the Advisor

Each of the above agreements are filed with this Form 8-K as exhibits. Each of the below summaries are qualified in their entirety by the actual agreements filed with this Form 8-K.

Fifth Amended and Restated Agreement of Limited Partnership

The Company conducts its business and owns substantially all of its assets through an operating partnership, Ashford Hospitality Limited Partnership (“Ashford Trust OP”). The Fifth Amended and Restated Agreement of Limited Partnership of Ashford Trust OP (the “Partnership Agreement”) was entered into on the Effective Date, in connection with the consummation of the spin-off. Ashford Trust OP is a Delaware limited partnership, and a wholly-owned subsidiary of the Company is the sole general partner of this partnership.

The Partnership Agreement was amended and restated in connection with the spin-off to authorize the distributions and recapitalization of common partnership units in Ashford Trust OP necessary to effect the spin-off. The Partnership Agreement was also amended and restated to (i) amend the formula for calculating the adjustment to be made to the Ashford Trust OP partners’ capital accounts, which is made not less than annually, by using the “Carrying Value” of properties owned by Ashford Trust OP (i.e., with respect to any property, the adjusted basis of such property for federal income tax purposes as of the time of determination, except in certain circumstances set forth in the Partnership Agreement) rather than the fair market value of such properties, (ii) allow the general partner of Ashford Trust OP to grant a security interest in or pledge its interest in Ashford Trust OP to secure debt for borrowed money or any guaranty thereof, and (iii) make other immaterial amendments that were intended to clarify certain language used in the Partnership Agreement.

The Partnership Agreement is filed with this Form 8-K as Exhibit 10.1 and is incorporated by reference herein. This summary does not purport to be complete and is qualified in its entirety by reference to the actual agreement.

Master Management Amendments

On the Effective Date, Ashford TRS Corporation (“Ashford TRS”) entered into a First Amendment to Hotel Master Management Agreement dated effective as of August 29, 2003 between Ashford TRS and Remington (the “2003 Master Management Amendment”) and a First Amendment to Hotel Master Management Agreement dated effective as of September 29, 2006 between Ashford TRS and Remington (the “2006 Master Management Amendment,” and together with the 2003 Master Management Amendment, the “Master Management Amendments”). The Master Management Amendments each provide that the incentive fee, if any, for each hotel will be equal to the lesser of (i) 1% of gross revenues and (ii) the amount by which the actual house profit (i.e., gross operating profit of the applicable hotel before deducting management fees or franchise fees) exceeds the target house profit as set forth in the annual operating budget approved for the applicable fiscal year.

Pursuant to each of the Master Management Amendments, Remington may enroll employees of each of the hotels managed by Remington into a self-insured medical and health benefit plan (a “Plan”), and all hotels managed by Remington, regardless of whether such hotels are managed by different TRS lessee subsidiaries of the Company (each a “TRS Lessee,” and collectively, the “TRS Lessees”), may be consolidated under one Plan. To the extent that employee premiums do not cover the costs of Remington attributable to administration of the Plan(s) (“Plan Costs”), the applicable TRS Lessees for each hotel will be responsible, pro rata, for the portion of the Plan Costs exceeding the employee premiums attributable to the applicable hotels. The TRS Lessees will be required to establish and maintain certain reserves equal to a percentage of estimated Plan Costs that may be drawn upon by Remington. In connection with the termination of the Hotel Master Management Agreement dated effective as of August 29, 2003 between Ashford TRS and Remington (the “2003 Master Management Agreement”) or the Hotel Master Management Agreement dated effective as of September 29, 2006 between Ashford TRS and Remington (the “2006 Master Management Agreement,” and together with the 2003 Master Management Agreement, the “Master Management Agreements”), the Master Management Amendments provide that the Plan costs will be included in the employee related termination costs and that Remington may require anticipated reserve shortfalls as a result of certain contingent expenses associated with the termination of the Plans to be corrected at or shortly after the termination date.

In addition, the 2006 Master Management Amendment provides that any hotels that are not managed by Remington (each a “Non-Managed Hotel,” and collectively, the “Non-Managed Hotels”) will be made subject to the terms and provisions of the 2006 Master Management Agreement that expressly relate to project management and project related services for Non-Managed Hotels effective upon the

execution of an addendum to the 2006 Master Management Agreement, which is attached as an exhibit to the 2006 Master Management Amendment, unless (i) the independent directors of the Company unanimously vote not to hire Remington, (ii) based on special circumstances or past performance, if a majority of the independent directors of the Company vote not to engage Remington because they have determined, in their reasonable business judgment, that it would not be in the Company’s best interest to engage Remington or that another manager or developer could perform the duties materially better for a particular property or (iii) a Non-Managed Hotel is subject to a management agreement pursuant to which the manager thereunder has the right to provide project management work and/or project related services and such manager has elected to do so. In addition, the Company will not be required to hire Remington to the extent that the Company, or its subsidiaries, do not have the ability to control the disposition of project management work, including capital improvements and major repositionings (“Project Management Work”) and/or project related services (“Project Related Services”) for such Non-Managed Hotels. The Company will pay Remington a project management fee for the Project Management Work performed by Remington for any Non-Managed Hotel and will pay a market services fee for Project Related Services performed by Remington for any Non-Managed Hotel, each in accordance with the terms of the 2006 Master Management Agreement.

The 2003 Master Management Amendment and the 2006 Master Management Amendment are filed with this Form 8-K as Exhibits 10.2 and 10.3, respectively, and each is incorporated by reference herein. This summary does not purport to be complete and is qualified in its entirety by reference to the actual amendments.

Mutual Exclusivity Amendment

On the Effective Date, the Company entered into the First Amendment to a Mutual Exclusivity Agreement dated August 29, 2003 between Ashford Trust OP, the Company and Remington (the “Mutual Exclusivity Amendment”). Pursuant to the Mutual Exclusivity Amendment, the Company and its subsidiaries agree to subordinate their rights of first refusal to purchase any lodging-related investments identified by Remington with respect to any properties that satisfy Ashford Prime’s initial investment guidelines. However, if Ashford Prime modifies its investment guidelines without the consent of Remington and the Company such that Ashford Prime’s investment guidelines conflict with the Company’s investment guidelines, then the Company’s agreement to subordinate its interests will be terminated. Although the Company has agreed to subordinate its rights of first refusal for certain investment opportunities as set forth above, the Mutual Exclusivity Amendment requires that Remington continue to provide written notice of all investment opportunities to the Company, including an additional notice if an investment opportunity accepted by Ashford Prime lapses or is not closed in accordance with the terms of the Mutual Exclusivity Agreement between Ashford Prime and the Advisor.

The Mutual Exclusivity Amendment is attached hereto as Exhibit 10.4 and is incorporated herein by reference. This summary does not purport to be complete and is qualified in its entirety by reference to the actual amendment.

Advisory Agreement

On the Effective Date, the Advisor entered into an Advisory Agreement (the “Advisory Agreement”), with Ashford Prime, which, among other things, provides for the day to day management of Ashford Prime by the Advisor. The Advisory Agreement requires the Advisor to manage the day-to-day operations of Ashford Prime and all affiliates in conformity with Ashford Prime’s investment guidelines, which may be modified or supplemented by Ashford Prime’s board of directors from time to time except that Ashford Prime’s investment guidelines cannot be revised in a manner that is directly competitive with the Company.

The Advisor may not act as an external advisor for an entity with investment guidelines substantially similar to Ashford Prime’s, as initially set forth in the Advisory Agreement. However, the Advisor will be permitted to have other advisory clients, which may include other REITs operating in the real estate industry. The Advisory Agreement has an initial five-year term and will be automatically renewed for one-year terms thereafter unless terminated either by Ashford Prime or the Advisor.

Ashford Prime is required to pay the Advisor a quarterly base fee equal to 0.70% per annum of the total enterprise value of Ashford Prime, subject to a minimum quarterly base fee, as payment for managing the day-to-day operations of Ashford Prime and its subsidiaries in conformity with Ashford Prime’s investment guidelines. Ashford Prime is also required to pay the Advisor an incentive fee that is based on Ashford Prime’s performance as compared to Ashford Prime’s peer group. In addition, Ashford Prime is obligated to pay directly or reimburse the Advisor, on a monthly basis, for all expenses the Advisor or its affiliates pay or incur on behalf of Ashford Prime or in connection with the services provided to Ashford Prime by the Advisor pursuant to the Advisory Agreement, which includes Ashford Prime’s pro rata share of the office overhead and administrative expenses of the Advisor incurred in providing its duties under the Advisory Agreement. The Advisor is also entitled to receive a termination fee from Ashford Prime under certain circumstances equal to three times the sum of the average annual base and incentive fees for the 24-month period immediately preceding the termination. Additionally, if there is a change of control transaction conditioned upon the termination of the Advisory Agreement, Ashford Prime has the right to terminate the Advisory Agreement upon the payment of a termination fee that is calculated based on the net earnings of the Advisor attributable to the Advisory Agreement, plus a gross-up amount for assumed federal and state tax liability, based on an assumed tax rate of 40%.

Pursuant to the Advisory Agreement, Ashford Prime acknowledges that the Advisor’s personnel will continue to advise the Company and may also advise other businesses in the future, and will not be required to present Ashford Prime with investment opportunities that the Advisor determines are outside of Ashford Prime’s initial investment guidelines and within the investment guidelines of another business advised by the Advisor. To the extent the Advisor deems an investment opportunity suitable for recommendation, the Advisor must present Ashford Prime with any such investment opportunity that satisfies Ashford Prime’s initial investment guidelines, but will have discretion to determine which investment opportunities satisfy Ashford Prime’s initial investment guidelines. Any new individual investment opportunities that satisfy Ashford Prime’s investment guidelines will be presented to Ashford Prime’s board of directors, which will have up to 10 business days to accept any such opportunity prior to it being available to the Company or any other business advised by the Advisor. However, if Ashford Prime’s board of directors materially changes Ashford Prime’s investment guidelines without the written consent of the Advisor, the Advisor will not have an obligation to present investment opportunities to Ashford Prime at any time thereafter, regardless of any subsequent modifications by Ashford Prime to its investment guidelines. Instead, the Advisor will be obligated to use its best judgment to allocate investment opportunities to Ashford Prime and other entities it advises, taking into account such factors as the Advisor deems relevant, in its discretion, subject to any then-existing obligations of the Advisor to such other entities.

Portfolio investment opportunities (the acquisition of two or more properties in the same transaction) are treated differently under the Advisory Agreement. If the portfolio cannot be equitably divided by asset type and acquired on the basis of such asset types in satisfaction of each such entity’s investment guidelines, the Advisor will be required to allocate investment opportunities between the Company, Ashford Prime and any other businesses advised by the Advisor in a fair and equitable manner, consistent with such entities’ investment objectives. In making this determination, the Advisor, using substantial discretion, will consider the investment strategy and guidelines of each entity with respect to acquisition of properties, portfolio concentrations, tax consequences, regulatory restrictions, liquidity requirements, financing and other factors deemed appropriate by the Advisor. In making the allocation determination, the Advisor has no obligation to make any investment opportunity available to Ashford Prime.

The Advisory Agreement is filed with this Form 8-K as Exhibit 10.5 and is incorporated by reference herein. This summary does not purport to be complete and is qualified in its entirety by reference to the actual agreement.

Right of First Offer Agreement

On the Effective Date, the Company entered into a Right of First Offer Agreement with Ashford Prime (the “Right of First Offer Agreement”), whereby, among other things, the Company granted Ashford Prime the rights, subject to certain conditions and limitations, to obtain certain named properties and other future properties acquired by the Company that meet Ashford Prime’s existing investment guidelines. The hotels currently held by the Company and subject to the right of first offer are as follows:

Hotel Property	Location
Crowne Plaza Beverly Hills	Beverly Hills, CA
Embassy Suites Crystal City	Arlington, VA
Crowne Plaza Key West	Key West, FL
Hyatt Coral Gables	Coral Gables, FL
One Ocean Jacksonville	Jacksonville, FL
Houston Embassy Suites	Houston, TX
Portland Embassy Suites	Portland, OR
Ritz-Carlton Atlanta*	Atlanta, GA
Hilton Boston Back Bay*	Boston, MA
Courtyard Boston Downtown*	Boston, MA
The Churchill*	Washington, D.C.
The Melrose*	Washington, D.C.

* These hotels are owned by a joint venture in which the Company holds an approximate 72% common equity interest and a $25.0 million preferred equity interest. To the extent the Company has the opportunity to acquire the entire interest in these hotels or controls the right to sell these hotels, the Right of First Offer Agreement will extend to these properties.

The Right of First Offer Agreement will provide Ashford Prime the first right to acquire each of the subject hotels, to the extent the board of directors of the Company determines to market and sell the hotel, subject to any prior rights of the managers of the hotel or other third parties and limitations associated with certain of the Company’s hotels held in a joint venture. In addition, so long as Ashford Prime does not materially change its initial investment guidelines without the written consent of the Advisor, the Right of First Offer Agreement will extend to hotels later acquired by the Company that satisfy Ashford Prime’s initial investment guidelines.

If the Company decides to offer for sale an asset that fits Ashford Prime’s investment guidelines, it must give Ashford Prime written notice describing the sale terms and granting Ashford Prime the right to purchase the asset at a purchase price equal to the price set forth in the offer. Ashford Prime will have 30 days to agree to the terms of the sale, failing which the Company will be free to sell the asset to any person upon substantially the same terms as those contained in the written notice for 180 days, but not for a price less than 95% of the offered purchase price. If during such 180-day period, the Company desires to accept an offer that is not on substantially the same terms as those contained in the written notice or

that is less than 95% of the offered purchase price, the Company must give Ashford Prime written notice of the new terms and Ashford Prime will have 10 days in which to agree to the terms of the sale. If the Company does not close on the sale or refinancing of the asset within 180 days following the expiration of the initial 30-day period, the right to purchase the asset will be reinstated on the same terms.

Likewise, Ashford Prime has agreed to give the Company a right of first offer with respect to any properties that Ashford Prime acquires in a portfolio transaction, to the extent Ashford Prime’s board determines it is appropriate to market and sell such assets and Ashford Prime controls the disposition and provided that such assets satisfy the Company’s investment guidelines. Any such right of first offer granted to the Company will be subject to certain prior rights, if any, granted to the managers of the related properties or other third parties. The Right of First Offer Agreement has an initial term of 10 years and is subject to automatic one year renewal periods unless one party notifies the other that it does not intend to renew the agreement.

The Right of First Offer Agreement may be terminated by either party (i) upon a default of the other party upon giving notice of such default and the defaulting party fails to cure within 45 days subject to certain exclusions, and (ii) if the other party experiences specified bankruptcy events. Also, if Ashford Prime materially modifies its initial investment guidelines without consent of the Company (which consent may be withheld in its sole discretion), Ashford Prime’s right of first refusal for any assets owned or later acquired by the Company and its affiliates, other than the initial assets subject to the Right of First Offer Agreement, will terminate unless otherwise agreed by the parties. Further, the agreement will automatically terminate upon a termination of the Advisory Agreement or upon a change of control of either the Company or Ashford Prime, excluding any change of control that may occur as a result of a spin-off, carve-out, split-off or other similar event.

The Right of First Offer Agreement is filed with this Form 8-K as Exhibit 10.6 and is incorporated by reference herein. This summary does not purport to be complete and is qualified in its entirety by reference to the actual agreement.

Option Agreement granting Ashford Prime the option to acquire the Pier House Resort & Spa

On the Effective Date, the Company entered into an Option Agreement with respect to the Pier House Resort & Spa (the “Pier House Option Agreement”) whereby, subject to certain terms and conditions, the Company granted Ashford Prime the right to purchase the Pier House Resort & Spa from the Company. Specifically, the Pier House Resort Option Agreement provides that Ashford Prime will have an 18-month option to acquire the Pier House Resort & Spa for an initial purchase price of $92.3 million (which is the price the Company paid when it acquired the property in May 2013 plus the out of pocket costs incurred by the Company in connection with the acquisition and subsequent financing), plus the cost of any owner funded capital improvements made by the Company prior to Ashford Prime’s acquisition of the hotel. The purchase price (excluding any amount attributable to owner funded capital expenditures) will increase by 1% six months following Effective Date and will increase an additional 1% 12 months following the Effective Date. The purchase price for the Pier House Resort & Spa is payable in cash or common units of Ashford Prime OP, at the option of the Company.

The Pier House Option Agreement is filed with this Form 8-K as Exhibit 10.7 and is incorporated by reference herein. This summary does not purport to be complete and is qualified in its entirety by reference to the actual agreement.

Option Agreement granting Ashford Prime the option to acquire the Crystal Gateway Marriott

On the Effective Date, the Company entered into an Option Agreement with respect to the Crystal Gateway Marriott (the “Crystal Gateway Option Agreement”) whereby, subject to certain terms and conditions, the Company granted Ashford Prime the right to purchase the Crystal Gateway Marriott from the Company. The Crystal Gateway Option Agreement provides Ashford Prime with an option to acquire the Crystal Gateway Marriott beginning six months following the Effective Date and extending for 12 months from the Effective Date. The purchase price will be equal to the fair market value at the time the option is exercised, based on an appraisal process. The purchase price for the Crystal Gateway Marriott is payable only in common units of Ashford Prime OP.

The Crystal Gateway Option Agreement is filed with this Form 8-K as Exhibit 10.8 and is incorporated by reference herein. This summary does not purport to be complete and is qualified in its entirety by reference to the actual agreement.

Registration Rights Agreements

On the Effective Date, the Company entered into a Registration Rights Agreement with Ashford Hospitality Limited Partnership, Ashford Trust’s operating partnership (“Ashford Trust OP”), and the Advisor (the “Registration Rights Agreement”).

Pursuant to the Registration Rights Agreement, the Company has agreed to file a shelf registration statement with the Securities and Exchange Commission on the first anniversary of the Effective Date, and thereafter use its efforts to have such registration statement declared effective, covering the continuous resale of the shares of common stock issuable, at the Company’s option, to the Ashford Trust OP and the Advisor, upon redemption of common units. The Company may, at its option, satisfy its obligation to prepare and file a resale registration statement by filing a registration statement registering the issuance by the Company of shares of the Company’s common stock under the Securities Act of 1933, as amended (other than shares issued to affiliates) to holders of common units upon redemption.

Pursuant to the Registration Rights Agreement, the Company has also agreed to file a registration statement with respect to the Company’s common stock if Ashford Trust OP, Advisor or any successor to Ashford Trust OP or Advisor, requests such a registration, provided Ashford Trust OP, Advisor or any successor to Ashford Trust OP or Advisor, requests registration of at least 100,000 shares of common stock, and provided that only one such registration may occur each year and no more than two such registrations may occur in total. Upon such request, the Company will use commercially reasonable efforts to have the registration statement declared effective. In addition, unless the shelf registration is effective, Ashford Trust OP and Advisor will have “piggyback” registration rights, subject to certain volume and marketing limitations imposed by the underwriter of the offering with respect to which the rights are exercised.

The Company will bear expenses incident to the registration requirements other than any selling commissions, Securities and Exchange Commission or state securities registration fees, and transfer taxes or certain other fees or taxes relating to such shares.

The Registration Rights Agreement is filed with this Form 8-K as Exhibit 10.9 and is incorporated by reference herein. This summary does not purport to be complete and is qualified in its entirety by reference to the actual agreement.

Item 2.01. Completion of Acquisition or Disposition of Assets. On the Effective Date, the previously announced spin-off of Ashford Prime from the Company was completed. In connection with the spin-off, (i) Ashford Trust contributed to Ashford Prime all of the equity interests in the entities owning eight initial hotel properties that now form the initial portfolio of Ashford Prime (the “Properties”), including the working capital associated with such properties plus a cash sum of approximately $145.3 million, in exchange for shares of common stock of Ashford Prime and common units in Ashford Prime OP; and (ii) Ashford TRS Corporation, a subsidiary of the Company, sold to Ashford Prime TRS Corporation, a subsidiary of Ashford Prime, all of the equity interests it held in various taxable REIT subsidiaries that currently lease six of the Properties in exchange for a cash payment of $6.0 million. Additionally, Ashford Prime, along with Ashford Prime OP, agreed to assume the obligations of the Company and Ashford Trust OP, respectively, arising under any and all guarantees in favor of lenders, managers or franchisors, relating to any debt or other contractual obligations of the entities owning Properties or their respective subsidiaries.

The Company completed the spin-off by a pro-rata taxable distribution of Ashford Prime’s common stock to the Company’s stockholders of record on the Record Date. One share of Ashford Prime’s common stock was distributed to stockholders of record for every five shares of the Company’s common stock held by such stockholders on the Record Date.

Item 9.01 Financial Statements and Exhibits

Exhibit Number	Description
10.1	Fifth Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership, dated November 19, 2013
10.2	First Amendment to the Hotel Master Management Agreement dated August 29, 2003, effective November 19, 2013
10.3	First Amendment to the Hotel Master Management Agreement dated September 29, 2006, effective November 19, 2013
10.4	First Amendment to the Mutual Exclusivity Agreement between Ashford Hospitality Trust, Inc., Ashford Hospitality Limited Partnership and Remington Lodging and Hospitality LLC, dated November 19, 2013
10.5	Advisory Agreement between Ashford Hospitality Prime, Inc., Ashford Hospitality Prime Limited Partnership and Ashford Hospitality Advisors LLC, dated November 19, 2013
10.6	Right of First Offer Agreement between Ashford Hospitality Trust, Inc. and Ashford Hospitality Prime, Inc., dated November 19, 2013
10.7	Option Agreement Pier House Resort by and between Ashford Hospitality Prime Limited Partnership and Ashford Hospitality Limited Partnership with respect to the Properties Entities, and Ashford TRS Corporation and Ashford Prime TRS Corporation with respect to the TRS Entity, dated November 19, 2013
10.8	Option Agreement Crystal Gateway Marriott by and between Ashford Hospitality Prime Limited Partnership and Ashford Hospitality Limited Partnership with respect to the Properties Entities, and Ashford TRS Corporation and Ashford Prime TRS Corporation with respect to the TRS Entity, dated November 19, 2013
10.9	Registration Rights Agreement by and between Ashford Hospitality Prime, Inc., Ashford Hospitality Limited Partnership and Ashford Hospitality Advisors LLC, dated November 19, 2013

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 25, 2013

ASHFORD HOSPITALITY TRUST, INC.
By:	/s/ David A. Brooks
David A. Brooks
Chief Operating Officer and General Counsel

EX-10.1

Exhibit 10.1

FIFTH AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

ASHFORD HOSPITALITY LIMITED PARTNERSHIP

DATED: November 19, 2013

TABLE OF CONTENTS

		PAGE
ARTICLE I DEFINED TERMS			3
ARTICLE II PARTNERSHIP CONTINUATION; ADMISSION OF LIMITED PARTNERS; NAME; PLACE OF BUSINESS AND REGISTERED AGENT			15
Section 2.1	CONTINUATION		15
Section 2.2	CERTIFICATE OF LIMITED PARTNERSHIP; OTHER FILINGS		15
Section 2.3	ADDITIONAL LIMITED PARTNERS		15
Section 2.4	NAME, OFFICE AND REGISTERED AGENT		15
ARTICLE III BUSINESS AND TERM OF PARTNERSHIP			16
Section 3.1	BUSINESS		16
Section 3.2	TERM		16
ARTICLE IV CAPITAL CONTRIBUTIONS			16
Section 4.1	GENERAL PARTNER		16
Section 4.2	LIMITED PARTNERS		16
Section 4.3	ADDITIONAL CAPITAL CONTRIBUTIONS AND ISSUANCES OF ADDITIONAL PARTNERSHIP INTERESTS		16
Section 4.4	ADDITIONAL FUNDING		22
Section 4.5	INTEREST		22
Section 4.6	RETURN OF CAPITAL		22
Section 4.7	PERCENTAGE INTEREST		22
ARTICLE V PROFITS, LOSSES AND ACCOUNTING			22
Section 5.1	ALLOCATION OF PROFITS AND LOSSES		22
Section 5.2	ACCOUNTING		24
Section 5.3	PARTNERS’ CAPITAL ACCOUNTS		25
Section 5.4	SECTION 754 ELECTIONS		26
Section 5.5	SPECIAL ALLOCATION OF GAIN TO LTIP UNITHOLDERS		26
ARTICLE VI POWERS, DUTIES, LIABILITIES, COMPENSATION AND VOTING OF GENERAL PARTNER			27
Section 6.1	POWERS OF GENERAL PARTNER		27
Section 6.2	DELEGATION OF AUTHORITY		31
Section 6.3	DUTIES OF GENERAL PARTNER		31
Section 6.4	LIABILITIES OF GENERAL PARTNER; INDEMNIFICATION		31
Section 6.5	COMPENSATION OF GENERAL PARTNER; REIMBURSEMENT		34
Section 6.6	RELIANCE ON ACT OF GENERAL PARTNER		34
Section 6.7	OUTSIDE SERVICES; DEALINGS WITH AFFILIATES; OUTSIDE ACTIVITIES		34
Section 6.8	ADDITIONAL LOANS TO THE PARTNERSHIP		35
Section 6.9	CONTRIBUTION OF ASSETS		36

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ARTICLE VII RIGHTS, PROHIBITIONS AND REPRESENTATIONS WITH RESPECT TO LIMITED PARTNERS		36
Section 7.1	RIGHTS OF LIMITED PARTNERS	36
Section 7.2	PROHIBITIONS WITH RESPECT TO THE LIMITED PARTNERS	37
Section 7.3	OWNERSHIP BY LIMITED PARTNER OF CORPORATE GENERAL PARTNER OR AFFILIATE	37
Section 7.4	REDEMPTION RIGHT	37
Section 7.5	WARRANTIES AND REPRESENTATIONS OF THE LIMITED PARTNERS	40
Section 7.6	INDEMNIFICATION BY LIMITED PARTNERS	40
Section 7.7	NOTICE OF SALE OR REFINANCING	41
Section 7.8	BASIS ANALYSIS AND LIMITED PARTNER GUARANTEES	41
Section 7.9	CONVERSION OF LTIP UNITS	41
Section 7.10	VOTING RIGHTS OF LTIP UNITS	45
ARTICLE VIII DISTRIBUTIONS AND PAYMENTS TO PARTNERS		45
Section 8.1	DISTRIBUTIONS OF CASH FLOW	45
Section 8.2	REIT DISTRIBUTION REQUIREMENTS	47
Section 8.3	NO RIGHT TO DISTRIBUTIONS IN KIND	47
Section 8.4	DISPOSITION PROCEEDS	47
Section 8.5	WITHDRAWALS	47
Section 8.6	AMOUNTS WITHHELD	47
ARTICLE IX TRANSFERS OF INTERESTS		48
Section 9.1	GENERAL PARTNER	48
Section 9.2	ADMISSION OF A SUBSTITUTE OR ADDITIONAL GENERAL PARTNER	50
Section 9.3	EFFECT OF BANKRUPTCY, WITHDRAWAL, DEATH OR DISSOLUTION OF A GENERAL PARTNER	50
Section 9.4	REMOVAL OF A GENERAL PARTNER	51
Section 9.5	RESTRICTIONS ON TRANSFER OF LIMITED PARTNERSHIP INTERESTS	51
Section 9.6	ADMISSION OF SUBSTITUTE LIMITED PARTNER	52
Section 9.7	RIGHTS OF ASSIGNEES OF PARTNERSHIP INTERESTS	54
Section 9.8	EFFECT OF BANKRUPTCY, DEATH, INCOMPETENCE OR TERMINATION OF A LIMITED PARTNER	54
Section 9.9	JOINT OWNERSHIP OF INTERESTS	55
Section 9.10	TRANSFEREES	55
Section 9.11	ABSOLUTE RESTRICTION	55
Section 9.12	INVESTMENT REPRESENTATION	55
ARTICLE X TERMINATION OF THE PARTNERSHIP		56
Section 10.1	TERMINATION	56
Section 10.2	PAYMENT OF DEBTS	56
Section 10.3	DEBTS TO PARTNERS	56
Section 10.4	REMAINING DISTRIBUTION	56

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Section 10.5	RESERVE	57
Section 10.6	FINAL ACCOUNTING	57
ARTICLE XI AMENDMENTS		57
Section 11.1	AUTHORITY TO AMEND	57
Section 11.2	NOTICE OF AMENDMENTS	58
ARTICLE XII POWER OF ATTORNEY		58
Section 12.1	POWER	58
Section 12.2	SURVIVAL OF POWER	59
ARTICLE XIII CONSENTS, APPROVALS, VOTING AND MEETINGS		59
Section 13.1	METHOD OF GIVING CONSENT OR APPROVAL	59
Section 13.2	MEETINGS OF LIMITED PARTNERS	60
Section 13.3	OPINION	60
Section 13.4	SUBMISSIONS TO PARTNERS	60
ARTICLE XIV MISCELLANEOUS		61
Section 14.1	GOVERNING LAW	61
Section 14.2	AGREEMENT FOR FURTHER EXECUTION	61
Section 14.3	ENTIRE AGREEMENT	61
Section 14.4	SEVERABILITY	61
Section 14.5	NOTICES	61
Section 14.6	TITLES AND CAPTIONS	61
Section 14.7	COUNTERPARTS	61
Section 14.8	PRONOUNS	62
Section 14.9	SURVIVAL OF RIGHTS	62

EXHIBIT A –	List of Partners and Initial Contributed Assets
EXHIBIT B –	Federal Income Tax Matters
EXHIBIT C –	Notice of Exercise of Redemption Right
EXHIBIT D –	Designation of Interests Issued to Sea Turtle Inn Limited Partners
EXHIBIT E –	[Reserved]
EXHIBIT F –	Designation of Terms and Conditions of Series A Preferred Partnership Units
EXHIBIT G –	[Reserved]
EXHIBIT H –	[Reserved]
EXHIBIT I –	Designation of Interests Issued to FGSB Limited Partners
EXHIBIT J –	Designation of Interests Issued to Crystal City Limited Partners
EXHIBIT K –	[Reserved]
EXHIBIT L –	Designation of Terms and Conditions of Series D Preferred Partnership Units

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EXHIBIT M –	Notice of Election by Partner to Convert LTIP Units into Common Partnership Units
EXHIBIT N –	Notice of Election by Partnership to Force Conversion of LTIP Units into Common Partnership Units
EXHIBIT O –	Designation of Terms and Conditions of Series E Preferred Partnership Units
EXHIBIT P –	Distribution of Interests in Ashford Hospitality Prime Limited Partnership

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FIFTH AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

ASHFORD HOSPITALITY LIMITED PARTNERSHIP

RECITALS:

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

WHEREAS, Ashford Hospitality Limited Partnership (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware by the filing of a Certificate of Limited Partnership with the Secretary of State of Delaware on May 13, 2003.

WHEREAS, the General Partner and the Original Limited Partner entered into the Agreement of Limited Partnership as of August 18, 2003, the General Partner and the Limited Partners entered into the Amended and Restated Agreement of Limited Partnership as of August 29, 2003 which was amended by the First Amendment to Amended and Restated Agreement of Limited Partnership dated October 16, 2003 and the Second Amendment to Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership dated April 1, 2004.

WHEREAS, the General Partner and the Limited Partners (as of such date) entered into the Second Amended and Restated Agreement of Limited Partnership as of April 6, 2004, which was amended by:

Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership dated September 2, 2004;

Amendment No. 2 to Second Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership dated September 22, 2004;

Amendment No. 3 to Second Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership dated December 30, 2004;

Amendment No. 4 to Second Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership dated March 16, 2005;

Amendment No. 5 to Second Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership dated July 13, 2006; and

Amendment No. 6 to Second Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership dated April 11, 2007.

WHEREAS, the General Partner and the Limited Partners (as of such date) entered into the Third Amended and Restated Agreement of Limited Partnership as of May 7, 2007, which was amended by:

Amendment No. 1 to Third Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership dated July 18, 2007;

Amendment No. 2 to Third Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership dated February 6, 2008;

Amendment No. 3 to Third Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership dated March 21, 2008;

Amendment No. 4 to Third Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership dated May 18, 2010;

Amendment No. 5 to Third Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership dated September 22, 2010;

Amendment No. 6 to Third Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership dated April 18, 2011;

Amendment No. 7 to Third Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership dated September 30, 2011; and

Amendment No. 8 to Third Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership dated October 17, 2011.

WHEREAS, the General Partners and the Limited Partners (as of such date) entered into the Fourth Amended and Restated Agreement of Limited Partnership as of February 27, 2013, which was amended by Amendment No. 1 to Fourth Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership dated June 26, 2013 (collectively, the “Prior Agreement”).

WHEREAS, Section 11.1(d) of the Prior Agreement permits the General Partner, with the approval of the Limited Partners holding more than sixty-six and two-thirds percent (66 2/3%) of the Common Percentage Interests of the Limited Partners, to amend the Prior Agreement;

WHEREAS, Ashford OP Limited Partner LLC holds more than sixty-six and two-thirds percent (66 2/3%) of the Common Percentage Interests of the Limited Partners, and

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

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

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

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

ARTICLE I

DEFINED TERMS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Capital Account Limitation” shall have the meaning set forth in Section 7.9(b) hereof.

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

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

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

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

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

“Class B Common Partnership Unit” shall mean a fractional, undivided share of the Class B Common Partnership Interests of all Partners issued hereunder, each of which Class B Common Partnership Unit shall be treated as a Common Partnership Unit for all purposes of this Agreement and shall be subject to the same rights, privileges, qualifications, limitations and other characteristics as a Common Partnership Unit and all references to Class B Common Partnership Units in this Agreement shall be deemed to be references to Common Partnership Units as well as Class B Common Partnership Units, except, in each case, (i) in lieu of receiving distributions by the Partnership to holders of Common Partnership Units, each holder of a Class B Common Partnership Unit shall be entitled to the payment of the Class B Common Partnership Unit Return; (ii) the Class B Common Partnership Unit Return shall have priority over the payment of any cash distribution with respect to a Common Partnership Unit pursuant to Section 8.1(a) of this Agreement (while still being junior in priority to the payment of any cash distribution with respect to a Preferred Partnership Unit); and (iii) the Class B Common Partnership Units are convertible, at the option of the Partnership or any holder of Class B Common Partnership Units, in whole or in part, from time to time, at any time after July 13, 2016, into an equivalent number of Common Partnership Units.

“Class B Common Partnership Unit Return” shall mean, as to each Class B Common Partnership Unit that has not yet then been converted into Common Partnership Units: (i) for the period commencing on July 13, 2006 and ending on September 30, 2006 (the “Initial Period”), a cash distribution equal to $0.16606414; (ii) for the three-year period commencing on October 1, 2006 and ending on the third anniversary of such date, a cumulative quarterly cash distribution equal to $0.19097376; and (iii) thereafter, a cumulative quarterly cash distribution equal to $0.20163144.

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

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

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

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

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

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

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

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

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

“Constituent Person” shall have the meaning set forth in Section 7.9(f) hereof.

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

“Conversion Date” shall have the meaning set forth in Section 7.9(b) hereof.

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

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

“Conversion Notice” shall have the meaning set forth in Section 7.9(b) hereof.

“Conversion Right” shall have the meaning set forth in Section 7.9(a) hereof.

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

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

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

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

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

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

“Forced Conversion” shall have the meaning set forth in Section 7.9(c) hereof.

“Forced Conversion Notice” shall have the meaning set forth in Section 7.9(c) hereof.

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

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

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

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

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

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

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

“Initial Contributed Assets” shall mean those properties and asset management and consulting agreements identified as Initial Contributed Assets on Exhibit A hereto.

“IRS” shall mean the Internal Revenue Service.

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

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

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

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

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

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

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

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

“Offering” shall mean the offer and sale by the Company and the purchase by the Underwriters (as defined in the Prospectus) of REIT Common Shares for sale to the public, consummated August 29, 2003.

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

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

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

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

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

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

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

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

“Plan” shall mean the Ashford Hospitality Trust, Inc. Amended and Restated 2003 Stock Incentive Plan, as amended and/or one or more successor or additional equity incentive plans or programs that the Company has adopted or may adopt, as amended (each individually and all of them collectively, as the context requires).

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

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

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

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

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

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

“Prospectus” shall mean the final prospectus, dated August 26, 2003, delivered to purchasers of REIT Shares in the Offering.

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

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

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

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

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

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

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

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

“Safe Harbor” means, the election described in the Safe Harbor Regulation, pursuant to which a partnership and all of its partners may elect to treat the fair market value of a partnership interest that is transferred in connection with the performance of services as being equal to the liquidation value of that interest.

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

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

“Series A Articles Supplementary” shall mean the Articles Supplementary Establishing and Fixing the Rights and Preferences of a Series of Preferred Stock, designating the rights and preferences of the 8.55% Series A Cumulative Preferred Stock, filed as part of the Company’s charter with the State Department of Assessments and Taxation of Maryland, on September 21, 2004.

“Series A Preferred Partnership Interests” shall mean an ownership interest in the Partnership evidenced by the Series A Preferred Partnership Units, having a preference in payment of distributions or on liquidation as set forth in Exhibit F to this Agreement.

“Series A Preferred Partnership Units” shall mean the series of Preferred Partnership Units established pursuant to this Agreement, representing a fractional, undivided share of the Series A Preferred Partnership Interests of all Partners issued under this Agreement.

“Series A Preferred Stock” shall mean the 8.55% Series A Cumulative Preferred Stock of the Company, with such preferences, rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption as described in the Series A Articles Supplementary.

“Series D Articles Supplementary” shall mean the Articles Supplementary Establishing and Fixing the Rights and Preferences of a Series of Preferred Stock, designating the rights and preferences of the 8.45% Series D Cumulative Preferred Stock, filed as part of the Company’s charter with the State Department of Assessments and Taxation of Maryland, on July 17, 2007, as amended by the Articles of Amendment to Articles Supplementary Establishing and Fixing the Rights and Preferences of a Series of Preferred Stock, filed as part of the Company’s charter with the State Department of Assessments and Taxation of Maryland, on September 20, 2010.

“Series D Preferred Partnership Interests” shall mean an ownership interest in the Partnership evidenced by the Series D Preferred Partnership Units, having a preference in payment of distributions or on liquidation as set forth in Exhibit L to this Agreement.

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“Series D Preferred Partnership Units” shall mean the series of Preferred Partnership Units established pursuant to this Agreement, representing a fractional, undivided share of the Series D Preferred Partnership Interests of all Partners issued under this Agreement.

“Series D Preferred Stock” shall mean the Series D Cumulative Preferred Stock of the Company, with such preferences, rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption as described in the Series D Articles Supplementary.

“Series E Articles Supplementary” shall mean the Articles Supplementary Establishing and Fixing the Rights and Preferences of a Series of Preferred Stock, designating the rights and preferences of the 9.000% Series D Cumulative Preferred Stock, filed as part of the Company’s charter with the State Department of Assessments and Taxation of Maryland, on April 15, 2011.

“Series E Preferred Partnership Interests” shall mean an ownership interest in the Partnership evidenced by the Series E Preferred Partnership Units, having a preference in payment of distributions or on liquidation as set forth in Exhibit O to this Agreement.

“Series E Preferred Partnership Units” shall mean the series of Preferred Partnership Units established pursuant to this Amendment, representing a fractional, undivided share of the Series E Preferred Partnership Interests of all Partners issued under this Agreement.

“Series E Preferred Stock” shall mean the Series E Cumulative Preferred Stock of the Company, with such preferences, rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption as described in the Series E Articles Supplementary.

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

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

“Specified Redemption Date” shall mean, with respect to a given Partner, the tenth (10th) Business Day after receipt by the General Partner of a Notice of Redemption, provided that no Specified Redemption Date may occur with respect to any Partnership Unit before one year after such Partnership Unit is issued by the Partnership.

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

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

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

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

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

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

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

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

“Unit Transaction” shall have the meaning set forth in Section 7.9(f) hereof.

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

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

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

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basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. If the REIT Common Shares Amount includes rights that a holder of REIT Common Shares would be entitled to receive, and the General Partner acting in good faith determines that the value of such rights is not reflected in the Value of the REIT Common Shares determined as aforesaid, then the Value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

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

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

ARTICLE II

PARTNERSHIP CONTINUATION; ADMISSION OF LIMITED PARTNERS;

NAME; PLACE OF BUSINESS AND REGISTERED AGENT

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

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

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

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

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process on the Partnership in Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

ARTICLE III

BUSINESS AND TERM OF PARTNERSHIP

Section 3.1 BUSINESS. The purpose and nature of the business of the Partnership is to conduct any business that may lawfully be conducted by a limited partnership organized pursuant to the Act; provided, however, that such business shall be limited to and conducted in such a manner as to permit the Company at all times to be qualified as a REIT under the Code, unless the board of directors of the Company determines to cease to qualify as a REIT. To consummate the foregoing and to carry out the obligations of the Partnership in connection therewith or incidental thereto, the General Partner shall have the authority, in accordance with and subject to the limitations set forth elsewhere in this Agreement, to make, enter into, perform and carry out any arrangements, contracts or agreements of every kind for any lawful purpose, without limit as to amount or otherwise, with any corporation, association, partnership, limited liability company, firm, trustee, syndicate, individual or any political or governmental division, subdivision or agency, domestic or foreign, and generally to make and perform agreements and contracts of every kind and description and to do any and all things necessary or incidental to the foregoing for the protection and enhancement of the assets of the Partnership.

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

ARTICLE IV

CAPITAL CONTRIBUTIONS

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

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

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

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(a) ISSUANCES OF ADDITIONAL PARTNERSHIP INTERESTS.

(i) GENERAL. The General Partner is hereby authorized to cause the Partnership to issue such additional Partnership Interests in the form of Common Partnership Units and Preferred Partnership Units for any Partnership purpose at any time or from time to time, to the Partners or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole and absolute discretion, all without the approval of any of the Limited Partners. Any additional Partnership Interest issued thereby may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion and without the approval of any Limited Partner, subject to Delaware law, and all as may be set forth in an Exhibit to this Agreement, each of which Exhibit shall be incorporated into and become part of this Agreement upon adoption by the General Partner, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each class or series of Partnership Interests upon dissolution and liquidation of the Partnership and (iv) the right to vote; PROVIDED, HOWEVER, that no additional Partnership Interests shall be issued to the General Partner or Ashford OP Limited Partner LLC unless:

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

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

(b) UPON ISSUANCE OF ADDITIONAL SECURITIES. After the Offering, the Company shall not issue any additional REIT Shares (other than REIT Shares issued in connection with a redemption pursuant to Section 7.4 hereof) or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase REIT Shares (collectively, “Additional Securities”) other than to all holders of REIT Shares, unless (A) the General Partner shall cause the Partnership to issue to the Company or its Affiliates, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the Company contributes, directly or through one or more Affiliates, the proceeds or other property received from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities to the Partnership.

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

(c) CERTAIN DEEMED CONTRIBUTIONS OF PROCEEDS OF ISSUANCE OF REIT SHARES. In connection with any and all issuances of REIT Shares, the Company, directly or through one or more Affiliates, shall contribute all of the proceeds raised in connection with such issuance to the Partnership as Capital Contributions, PROVIDED THAT if the proceeds actually received and contributed by the Company or its Affiliates are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred in connection with such issuance, then the Company, directly or through one or more Affiliates, shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of the gross proceeds of such issuance and the Partnership shall be deemed simultaneously to have paid such offering expenses in connection with the required issuance of additional

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Partnership Units to the Company or its Affiliates for such Capital Contributions pursuant to Section 4.3(a) hereof. Notwithstanding the foregoing and Section 4.3(b), the Company shall not be required to contribute the proceeds raised in connection with the issuance of REIT Shares in June 2013 and July 2013, directly or through one or more Affiliates, to the Partnership as a Capital Contribution provided such funds are used to effect the planned spin-off of Ashford Prime; and, provided further, that upon a determination, if any, by the Company not to effect the planned spin-off of Ashford Prime, the Company shall contribute such proceeds as provided in Section 4.3(b) and Section 4.3(c).

(d) LTIP UNITS. The General Partner may from time to time issue LTIP Units to Persons who provide services to the Partnership, for such consideration as the General Partner may determine to be appropriate, and admit such Persons as Limited Partners. The Capital Accounts of such LTIP Unitholders shall be credited with the amount of their respective Capital Contributions pursuant to Section 5.3. Except to the extent a Capital Contribution is made with respect to an LTIP Unit, an LTIP Unit is intended to qualify as a “profits interest” in the Partnership. Subject to the provisions of Sections 4.3(d) and 4.3(e) and the special provisions of Sections 5.5, 7.9 and 7.10, LTIP Units shall be treated as Common Partnership Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Common Percentage Interests, holders of LTIP Units shall be treated as Common Partnership Unitholders and LTIP Units shall be treated as Common Partnership Units. In particular, the Partnership shall comply with the following procedures:

(i) If an Adjustment Event (as defined below) occurs, then the General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Common Partnership Units and LTIP Units. The following shall be “Adjustment Events”: (A) the Partnership makes a distribution on all outstanding Common Partnership Units in Partnership Units, (B) the Partnership subdivides the outstanding Common Partnership Units into a greater number of units or combines the outstanding Common Partnership Units into a smaller number of units, or (C) the Partnership issues any Partnership Units in exchange for its outstanding Common Partnership Units by way of a reclassification or recapitalization of its Common Partnership Units. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Partnership Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Partnership Units to Ashford OP Limited Partner LLC in respect of a capital contribution to the Partnership of proceeds from the sale of securities by the Company. If the Partnership

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takes an action affecting the Common Partnership Units other than actions specifically described above as “Adjustment Events” and in the opinion of the General Partner such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the General Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by the Plan, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the LTIP Units as herein provided the Partnership shall promptly file in the books and records of the Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after filing of such certificate, the Partnership shall mail a notice to each LTIP Unitholder setting forth the adjustment to his or her LTIP Units and the effective date of such adjustment; and

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

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

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Units to the same extent, and subject to the same restrictions as holders of Common Partnership Units are entitled to transfer their Common Partnership Units pursuant to Article IX.

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

(i) VESTING AGREEMENTS. LTIP Units may, in the sole discretion of the General Partner, be issued subject to vesting, forfeiture and additional restrictions on transfer pursuant to the terms of a Vesting Agreement. The terms of any Vesting Agreement may be modified by the General Partner from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant Vesting Agreement or by the Plan, if applicable. LTIP Units that have vested under the terms of a Vesting Agreement are referred to as “Vested LTIP Units”; all other LTIP Units shall be treated as “Unvested Incentive Units.”

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

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

(iv) REDEMPTION. The Redemption Right provided to Limited Partners under Section 7.4 shall not apply with respect to LTIP Units unless and until they are converted to Common Partnership Units as provided in clause (vi) below and Section 7.9.

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

(vi) CONVERSION TO COMMON PARTNERSHIP UNITS. Vested LTIP Units are eligible to be converted into Common Partnership Units under Section 7.9.

(vii) VOTING. LTIP Units shall have the voting rights provided in Section 7.10.

(viii) ISSUANCE. An LTIP Unit shall be considered issued to an LTIP Unitholder upon the later to occur of: (i) execution of a counterpart signature page to this Agreement, unless such Person is already a Limited Partner, (ii) execution by such LTIP Unitholder and the Partnership of a Vesting Agreement with respect to such LTIP Unit, if applicable, and (iii) payment to the Partnership of the Capital Contribution, if any, provided for in the related Vesting Agreement.

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

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

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

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

ARTICLE V

PROFITS, LOSSES AND ACCOUNTING

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

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

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

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

(iii) Third, to the holders of Class B Common Partnership Units in accordance with their Common Percentage Interests until the holders of Class B Common Partnership Units have been allocated an amount equal to the total amount distributed to such holders pursuant to Section 8.1(a) for such year; and

(iv) Fourth, any remaining profits shall be allocated to the holders of Common Partnership Units, other than the holders of Class B Common Partnership Units, in accordance with their Common Percentage Interests (calculated without giving effect to the Class B Partnership Units then outstanding).

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

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

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

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

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

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

Section 5.2 ACCOUNTING.

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

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

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

(d) The General Partner shall be the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. As Tax Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the IRS, and all out-of-pocket expenses and fees incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall constitute Operating Expenses of the Partnership. If the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section

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6226(a) of the Code, a copy of which petition shall be mailed to each Limited Partner on the date such petition is filed, or (ii) mail a written notice to each Limited Partner, within such period, that describes the General Partner’s reasons for determining not to file such a petition.

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

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

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

Section 5.3 PARTNERS’ CAPITAL ACCOUNTS.

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

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

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

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

(e) The provisions of the Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the General Partner shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Partnership, the General Partner, or the Limited Partners) are computed in order to comply with such Treasury Regulations, the General Partner may make such modification, provided that it is not likely to have a material effect on the amounts distributable to any Person upon the dissolution of the Partnership. The General Partner also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(q) and (ii) make appropriate modifications if unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulations Section 1.704-1(b) or 1.704-2.

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

Section 5.5 SPECIAL ALLOCATION OF GAIN TO LTIP UNITHOLDERS. Notwithstanding the provisions of Section 5.1 above, but subject to the prior allocation of income, gain, deduction and loss under the terms of the Agreement in respect of any class of Partnership Interests ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, any net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value of Partnership assets under Section 704(b) of the Code, shall first be allocated to the LTIP Unitholders until the Economic Capital Account Balances of such Limited Partners, to the extent attributable to their ownership of LTIP Units, are equal to

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(i) the Common Partnership Unit Economic Balance, multiplied by (ii) the number of their LTIP Units. For this purpose, the “Economic Capital Account Balances” of the LTIP Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Minimum Gain or Partnership Minimum Gain, in each case to the extent attributable to their ownership of LTIP Units. For clarification, each Limited Partner will have only one Capital Account as to all Partnership Interests it owns, but solely for determining the Economic Capital Account Balance of LTIP Units of an LTIP Unitholder its Capital Account will be separately computed for each group of LTIP Units having the same issue date. Similarly, the “Common Partnership Unit Economic Balance” shall mean (i) the Capital Account Balance of Ashford OP Limited Partner LLC, plus the amount of Ashford OP Limited Partner LLC’s share of any Partner Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to Ashford OP Limited Partner LLC’s ownership of Common Partnership Units and computed on a hypothetical basis after taking into account all allocations under Article V through the date on which any allocation is made under this Section 5.5, divided by (ii) the number of Ashford OP Limited Partner LLC’s Partnership Common Partnership Units (with respect to each holder, the “Target Balance”). Any such allocations shall be made among the LTIP Unitholders in proportion to the amounts required to be allocated to each under this Section 5.5, provided, however, that no amounts will be allocated with respect to any particular LTIP Unit (each, an “Ineligible Unit”) until all special allocations pursuant to Part A of Exhibit B with respect to such LTIP Unit have been reversed to the extent required by paragraph 10 of Part A of Exhibit B. If, notwithstanding the foregoing, not all LTIP Units (including Ineligible Units) are fully booked up, an LTIP Unitholder may determine how net capital gains shall be allocated among such LTIP Unitholder’s LTIP Units (other than Ineligible Units); provided, however, if such LTIP Unitholder does not make such a determination, net capital gains shall generally be allocated so that the Economic Capital Account Balance of the maximum amount of Vested LTIP Units held by such LTIP Unitholder is equal to the Common Partnership Unit Economic Balance on a per LTIP Unit basis; provided, further, that such net capital gains may only be allocated to LTIP Units that are held by such LTIP Unitholder on the date of the allocation under this Section 5.5. The parties agree that the intent of this Section 5.5 is to make the Capital Account balances of the LTIP Unitholders with respect to their LTIP Units economically equivalent to the Capital Account balance of Ashford OP Limited Partner LLC (on a per-Partnership Unit basis) with respect to its Common Partnership Units.

ARTICLE VI

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

Section 6.1 POWERS OF GENERAL PARTNER. Notwithstanding any provision of this Agreement to the contrary, the General Partner’s discretion and authority are subject to the limitations imposed by law, and by the General Partner’s Articles of Organization and operating agreement. Subject to the foregoing and to other limitations imposed by this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business and affairs of the Partnership and make all decisions affecting the business and assets of the Partnership. Without limiting

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the generality of the foregoing (but subject to the restrictions specifically contained in this Agreement), the General Partner shall have the power and authority to take the following actions on behalf of the Partnership:

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

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

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

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

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

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

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

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

(i) to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or

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beneficial to the Partnership, in such amounts and such types as the General Partner shall determine from time to time;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 6.3 DUTIES OF GENERAL PARTNER.

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

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

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

(ii) Mail to all persons who were Partners at any time during the Partnership’s prior fiscal year an annual report of the Partnership, including all necessary tax information, and any other information regarding the Partnership and its operations during the prior fiscal year deemed by the General Partner to be material;

(iii) Maintain complete and accurate records of all business conducted by the Partnership and complete and accurate books of account (containing such information as shall be necessary to record allocations and distributions), and make such records and books of account available for inspection and audit by any Partner or such Partner’s duly authorized representative (at the sole expense of such Partner) during regular business hours and at the principal office of the Partnership; and

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

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

Section 6.4 LIABILITIES OF GENERAL PARTNER; INDEMNIFICATION.

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

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

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

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indemnification pursuant to this Section 6.4 shall be made only out of the assets of the Partnership, and any insurance proceeds from the liability policy covering the General Partner and any Indemnitee.

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

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

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

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

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

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

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

(k) Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the Company to continue to qualify as a REIT, or (ii) to prevent the Company from incurring any taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners. Further, any provision of this Agreement that might jeopardize the Company’s REIT status shall be (i) void and of no effect, or (ii) reformed, as necessary, to avoid the Company’s loss of REIT status.

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

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

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

(a) Notwithstanding any provision of this Article VI to the contrary, the General Partner may employ such agents, accountants, attorneys and others as it shall deem advisable, including its directors, officers, members, and its Affiliates and entities with which the General Partner, any Limited Partner or their respective Affiliates may be associated, the Company’s directors, officers and stockholders, and may pay them reasonable compensation from Partnership

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funds for services performed, which compensation shall be reasonably believed by the General Partner to be comparable to and competitive with fees charged by unrelated Persons who render comparable services which could reasonably be made available to the Partnership. The General Partner shall not be liable for the neglect, omission or wrongdoing of any such Person so long as it appointed such Person in good faith.

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

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

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

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

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

Section 6.8 ADDITIONAL LOANS TO THE PARTNERSHIP. If additional funds are required by the Partnership for any purpose relating to the business of the Partnership or for any of its obligations, expenses, costs, or expenditures, including operating deficits, the Partnership may borrow such funds as are needed from time to time from any Person (including, without limitation, the General Partner or any Affiliate of the General Partner; provided, however, that the terms of any loan from the General Partner or any Affiliate of the General Partner shall be substantially equivalent to the

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terms that could be obtained from a third party on an arm’s-length basis) on such terms as the General Partner and such other Person may agree.

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

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

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

(c) any equity interest in any entity of which the Company is the sole beneficial owner that is created or used solely by the General Partner in connection with any borrowing transaction in whole or in part for the benefit of the Partnership.

ARTICLE VII

RIGHTS, PROHIBITIONS AND REPRESENTATIONS WITH RESPECT TO LIMITED PARTNERS

Section 7.1 RIGHTS OF LIMITED PARTNERS.

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

(b) Each Limited Partner shall be entitled to have the Partnership books kept at the principal place of business of the Partnership and at all times, during reasonable business hours and at such Partner’s sole expense, shall be entitled to inspect and copy any of them and have on demand true and full information of all things affecting the Partnership and a formal accounting of Partnership affairs whenever circumstances render it just and reasonable; provided, however, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, the General Partner may keep confidential from the Limited Partners any information that (i) the General Partner believes to be in the nature of trade secrets or other information the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or (ii) the Partnership or the General Partner is required by law or by agreements with unaffiliated third parties to keep confidential.

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

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

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

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

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

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

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

Section 7.4 REDEMPTION RIGHT.

(a) Subject to Section 7.4(b) and Section 7.4(c), and the provisions of any agreements between the Partnership and one or more Limited Partners, each Limited Partner, other than Ashford OP Limited Partner LLC, shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Common Partnership Units held by such Limited Partner at a redemption price per Common Partnership Unit equal to and in the form of the Cash Amount to be paid by the Partnership. The Partnership shall have up to sixty (60) days (the “Payout Period”) following exercise of a

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Redemption Right to pay the Cash Amount to the Limited Partner who is exercising the redemption right (the “Redeeming Partner”). From and after the Specified Redemption Date, the Cash Amount (or portion thereof) due and payable to a Redeeming Partner with respect to such Redeeming Partner’s exercise of its Redemption Right shall bear interest at the rate equal to the lower of (i) the Company’s annual dividend rate on REIT Common Shares for the twelve (12) month period prior to the Valuation Date and based upon the Cash Amount for Common Partnership Units redeemed, or (ii) eight percent (8%) per annum, until the Cash Amount (or portion thereof) shall be paid in full by the Partnership. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the Redeeming Partner. A Limited Partner may not exercise the Redemption Right for less than one thousand (1,000) Common Partnership Units or, if such Limited Partner holds less than one thousand (1,000) Common Partnership Units, all of the Common Partnership Units held by such Partner. Neither the Redeeming Partner nor any permitted or purported assignee of any Limited Partner shall have any right, with respect to any Common Partnership Units so redeemed, to receive any distributions paid after the Specified Redemption Date. Each Redeeming Partner agrees to provide such representations and related indemnities regarding good and unencumbered title, and to execute such documents, as the General Partner may reasonably require in connection with any redemption.

(b) Notwithstanding the provisions of Section 7.4(a), if a Limited Partner elects to exercise the Redemption Right, the General Partner at the direction of the Company, directly or indirectly through one or more Affiliates, may, in its sole and absolute discretion, elect to assume directly and satisfy a Redemption Right by paying to the Redeeming Partner either (i) the Cash Amount, as provided for in Section 7.4(a), or (ii) the REIT Common Shares Amount, as elected by the General Partner, as directed by the Company (in its sole and absolute discretion), on the Specified Redemption Date, provided that the Company may defer payment of the Cash Amount until the end of the Payout Period described in Section 7.4(a) (in which case the Cash Amount shall bear interest as described in Section 7.4(a)), and provided, further, that the Company may, if it has elected so to defer payment of the Cash Amount, further elect at any time before the end of the Payout Period to pay all or any portion of the unpaid Cash Amount with REIT Common Shares having a Value equal to such portion of the Cash Amount plus any accrued but unpaid interest thereon. On any such election, the Company, directly or indirectly through one or more Affiliates, shall acquire the Common Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Partnership Units. Unless the General Partner, as directed by the Company (in its sole and absolute discretion), shall exercise its right to assume directly and satisfy the Redemption Right, neither the General Partner nor the Company itself shall have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s exercise of the Redemption Right. If the General Partner, as directed by the Company shall exercise its right to satisfy the Redemption Right in the manner described in the first sentence of

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this Section 7.4(b), except as provided in the following paragraph, the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of the Redemption Right, and each of the Redeeming Partner, the Partnership, and the Company shall treat the transaction between the Company and the Redeeming Partner for federal income tax purposes as a sale of the Redeeming Partner’s Common Partnership Units to the Company or its Affiliates. Each Redeeming Partner agrees to provide such representations and related indemnities regarding good title, and to execute such documents, as the Company may reasonably require in connection with the issuance of REIT Common Shares upon exercise of the Redemption Right. If the Redemption Right is satisfied by the delivery of REIT Common Shares, the Redeeming Partner shall be deemed to become a holder of REIT Common Shares as of the close of business on the Specified Redemption Date or on such later date permitted by this Section 7.4(b) that the Company delivers REIT Common Shares in satisfaction of a deferred payment of the Cash Amount, as the case may be.

Notwithstanding anything to the contrary in Section 7.4(a) or this Section 7.4(b), and in addition to the right of the Company to deliver REIT Common Shares in satisfaction of a deferred payment of the Cash Amount, as provided above, should the General Partner, as directed by the Company elect to satisfy a Redemption Right by paying the Redeeming Partner the REIT Common Shares Amount, and it is necessary to obtain Company shareholder approval in order for it to issue sufficient REIT Common Shares to satisfy such Redemption Right in full, then the Company shall have one hundred twenty (120) days beyond the Specified Redemption Date in which to obtain such stockholder approval and to pay the REIT Common Shares Amount, and the redemption date shall be required to occur by the earliest of: (i) ten (10) days after stockholder approval of the issuance of the REIT Common Shares has been obtained, if it is obtained; (ii) the date on which the General Partner, as directed by the Company elects to pay such Redeeming Partner the Cash Amount; or (iii) one hundred and thirty (130) days after such Common Partnership Units are presented for redemption. If such stockholder approval is not obtained, the Partnership shall pay to the Redeeming Partner the Cash Amount no later than the earliest of (i) ten (10) days after stockholders have voted against the issuance of the REIT Common Shares, or (ii) one hundred and thirty (130) days after such Common Partnership Units are presented for redemption, together with interest on such Cash Amount as specified in Section 7.4(a) hereof.

(c) Notwithstanding the provisions of Section 7.4(a) and Section 7.4(b), a Limited Partner shall not be entitled to receive REIT Common Shares if the delivery of REIT Common Shares to such Partner on the Specified Redemption Date (or such later date permitted by Section 7.4(b), as applicable) by the Company pursuant to Section 7.4(b) would be prohibited under the Articles of Incorporation of the Company, as amended or restated from time to time. Without limiting the effect of the preceding sentence, no Person shall be permitted to receive REIT Common Shares if as a result of, and after giving effect to, such exercise any Person would Beneficially Own (as defined in the Articles

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of Incorporation of the Company, as amended or restated from time to time) more than 9.8% of the total number of issued and outstanding REIT Common Shares, unless waived by the board of directors of the Company in its sole discretion. To the extent any attempted redemption for REIT Common Shares would be a violation of this Section 7.4(c), it shall be null and void ab initio. The Cash Amount shall be paid in such instances, in accordance with the terms set forth in Section 7.4(a) or Section 7.4(b).

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

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

Section 7.5 WARRANTIES AND REPRESENTATIONS OF THE LIMITED PARTNERS. Each Limited Partner contributing Initial Contributed Assets hereby warrants and represents to and for the benefit of the General Partner and the Partnership that, as of August 29, 2003 such Limited Partner owned good, valid and marketable title to the ownership interests in the Initial Contributed Assets being contributed to the capital of the Partnership by such Limited Partner (the “Ownership Interests”) and that such Ownership Interests were free and clear of all mortgages, pledges, liens, security interests, encumbrances and restrictions of any nature whatsoever. Each Limited Partner further warrants and represents to and for the benefit of the General Partner and the Partnership that such Limited Partner had all necessary power and authority to transfer the Ownership Interests to the Partnership without the consent or authorization of, or notice to, any third party, except those third parties from whom such consents or authorizations were obtained.

Section 7.6 INDEMNIFICATION BY LIMITED PARTNERS. Each Limited Partner contributing Initial Contributed Assets hereby agrees to indemnify the General Partner and the Partnership and hold the General Partner, its officers and directors and the Partnership and its partners and each of their respective representatives, successors and assigns harmless from and against any and all claims, demands, losses, liabilities, damages and expenses (including reasonable attorneys’ fees) arising out of or in connection with (i) the inaccuracy of the warranties and representations made by such Limited Partner under Section 7.5 above, or (ii) the ownership of the Ownership Interests

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by such Limited Partner and any activities, obligations or liabilities of, or related to, the Initial Contributed Assets to which such Ownership Interest relates for all periods prior to the date of this Agreement.

Section 7.7 NOTICE OF SALE OR REFINANCING. The General Partner shall notify the Limited Partners no less than thirty (30) days prior to any sale, refinancing, reduction (other than scheduled periodic amortization of principal) of debt or other event that will reduce the amount of any nonrecourse liabilities of the Partnership that a Limited Partner may include in the tax basis of his or its Partnership Interests.

Section 7.8 BASIS ANALYSIS AND LIMITED PARTNER GUARANTEES.

(a) Upon the request of any Limited Partner but subject to the General Partner’s agreement, which may be withheld in the General Partner’s sole discretion, the General Partner may, prior to the end of each calendar year, beginning in 2003, cause accountants to prepare and provide to the Limited Partners a study analyzing each refinancing, reduction (other than scheduled periodic amortization of principal) of debt or other event that occurred during that year that reduced the amount of any nonrecourse liabilities of the Partnership that a Limited Partner may include in the tax basis of its Partnership Interests.

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

Section 7.9 CONVERSION OF LTIP UNITS.

(a) An LTIP Unitholder shall have the right (the “Conversion Right”), at his or her option, at any time to convert all or a portion of his or her Vested LTIP Units into Common Partnership Units; provided, however, that a holder may not exercise the Conversion Right for less than one thousand (1,000) Vested LTIP Units or, if such holder holds less than one thousand Vested LTIP Units, all of the Vested LTIP Units held by such holder. LTIP Unitholders shall not have the right to convert Unvested Incentive Units into Common Partnership Units

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until they become Vested LTIP Units; provided, however, that when a LTIP Unitholder is notified of the expected occurrence of an event that will cause his or her Unvested Incentive Units to become Vested LTIP Units, such LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting and such Conversion Notice, unless subsequently revoked by the LTIP Unitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Common Partnership Units. In all cases, the conversion of any LTIP Units into Common Partnership Units shall be subject to the conditions and procedures set forth in this Section 7.9.

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

In order to exercise his or her Conversion Right, a LTIP Unitholder shall deliver a notice (a “Conversion Notice”) in the form attached as Exhibit M (with a copy to the General Partner) not less than 10 nor more than 60 days prior to a date (the “Conversion Date”) specified in such Conversion Notice; provided, however, that if the General Partner has not given to the LTIP Unitholders notice of a proposed or upcoming Unit Transaction (as defined below) at least thirty (30) days prior to the effective date of such Unit Transaction, then LTIP Unitholders shall have the right to deliver a Conversion Notice until the earlier of (x) the tenth (10th) day after such notice from the General Partner of a Unit Transaction or (y) the third Business Day immediately preceding the effective date of such Unit Transaction. A Conversion Notice shall be provided in the manner provided in Section 14.5. Each LTIP Unitholder covenants and agrees with the Partnership that all Vested LTIP Units to be converted pursuant to this Section 7.9 shall be free and clear of all liens. Notwithstanding anything herein to the contrary, a holder of LTIP Units may deliver a Redemption Notice pursuant to Section 7.4 relating to those Common Partnership Units that will be issued to such holder upon conversion of such LTIP Units into Common Partnership Units in advance of the Conversion Date; provided, however, that the redemption of such Common Partnership Units by the Partnership shall in no event take place until on or after the Conversion Date. For clarity, it is noted that the objective of this paragraph is to put a LTIP Unitholder in a position where, if he or she so wishes, the Common Partnership Units into which his or her Vested LTIP Units will be converted can be redeemed by the Partnership simultaneously with such conversion, with the further consequence that, if the General Partner elects to assume the Partnership’s redemption obligation with respect to such Common Partnership Units under

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Section 7.4(b) by delivering to such holder REIT Common Shares rather than cash, then such holder can have such REIT Common Shares issued to him or her simultaneously with the conversion of his or her Vested LTIP Units into Common Partnership Units. The General Partner shall cooperate with a LTIP Unitholder to coordinate the timing of the different events described in the foregoing sentence.

(c) The Partnership, at any time at the election of the General Partner, may cause any number of Vested LTIP Units held by a LTIP Unitholder to be converted (a “Forced Conversion”) into an equal number of Common Partnership Units, giving effect to all adjustments (if any) made pursuant to Sections 4.3(d), 4.3(e) and 5.5; provided, however, that the Partnership may not cause a Forced Conversion of any LTIP Units that would not at the time be eligible for conversion at the option of such LTIP Unitholder pursuant to Section 7.9(b). In order to exercise its right of Forced Conversion, the Partnership shall deliver a notice (a “Forced Conversion Notice”) in the form attached as Exhibit N to the applicable LTIP Unitholder not less than 10 nor more than 60 days prior to the Conversion Date specified in such Forced Conversion Notice. A Forced Conversion Notice shall be provided in the manner provided in Section 14.5.

(d) A conversion of Vested LTIP Units for which the holder thereof has given a Conversion Notice or the Partnership has given a Forced Conversion Notice shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such LTIP Unitholder, as of which time such LTIP Unitholder shall be credited on the books and records of the Partnership with the issuance as of the opening of business on the next day of the number of Common Partnership Units issuable upon such conversion. After the conversion of LTIP Units as aforesaid, the Partnership shall deliver to such LTIP Unitholder, upon his or her written request, a certificate of the General Partner certifying the number of Common Partnership Units and remaining LTIP Units, if any, held by such person immediately after such conversion. The assignee of any Limited Partner pursuant to Article IX hereof may exercise the rights of such Limited Partner pursuant to this Section 7.9 and such Limited Partner shall be bound by the exercise of such rights by the assignee.

(e) For purposes of making future allocations under Section 5.5 and applying the Capital Account Limitation, the portion of the Economic Capital Account Balance of the applicable LTIP Unitholder that is treated as attributable to his or her LTIP Units shall be reduced, as of the date of conversion, by the product of the number of LTIP Units converted and the Common Partnership Unit Economic Balance.

(f) If the Partnership, the General Partner or the Company shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self tender offer for all or substantially all Common Partnership Units or other business combination or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any transaction which constitutes an Adjustment Event) in each case as a result of which Common Partnership Units

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shall be exchanged for or converted into the right, or the holders of such Partnership Units shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (each of the foregoing being referred to herein as a “Unit Transaction”), then the General Partner shall, immediately prior to the Unit Transaction, exercise its right to cause a Forced Conversion with respect to the maximum number of LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Unit Transaction or that would occur in connection with the Unit Transaction if the assets of the Partnership were sold at the Unit Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the Partnership Units in the context of the Unit Transaction (in which case the Conversion Date shall be the effective date of the Unit Transaction).

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

Subject to the rights of the Partnership, the General Partner and the Company, under any Vesting Agreement and the Plan, the Partnership shall use commercially reasonable effort to cause the terms of any Unit Transaction to be consistent with the provisions of this Section 7.9(f) and to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any LTIP Unitholders whose LTIP Units will not be converted into Common Partnership Units in connection with the Unit Transaction that will (i) contain provisions enabling the holders of LTIP Units that remain outstanding after such Unit Transaction to convert their LTIP Units into securities as comparable as

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reasonably possible under the circumstances to the Common Partnership Units and (ii) preserve as far as reasonably possible under the circumstances the distribution, special allocation, conversion, and other rights set forth in this Agreement for the benefit of the LTIP Unitholders.

Section 7.10 VOTING RIGHTS OF LTIP UNITS. LTIP Unitholders shall (a) have those voting rights required from time to time by applicable law, if any, (b) have the same voting rights as a holder of Common Partnership Units, with the LTIP Units voting as a single class with the Common Partnership Units and having one vote per LTIP Unit; and (c) have the additional voting rights that are expressly set forth below. So long as any LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to LTIP Units so as to materially and adversely affect any right, privilege or voting power of the LTIP Units or the LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers of the holders of Common Partnership Units; but subject, in any event, to the following provisions:

(a) With respect to any Unit Transaction, so long as the LTIP Units are treated in accordance with Section 7.9(f) hereof, the consummation of such Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the LTIP Units or the LTIP Unitholders as such; and

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

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

ARTICLE VIII

DISTRIBUTIONS AND PAYMENTS TO PARTNERS

Section 8.1 DISTRIBUTIONS OF CASH FLOW.

(a) The General Partner shall cause the Partnership to distribute on a quarterly basis such portion of the Cash Flow of the Partnership as the General Partner shall determine in its sole discretion. Except as provided in Section 10.4,

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such distributions shall be made to the Partners who are Partners on the applicable record date as follows:

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

second, to all Partners who are Partners on the applicable Partnership Record Date and who beneficially own Class B Common Partnership Units, the Class B Common Partnership Unit Return, including any accrued accumulated but previously unpaid Class B Common Partnership Return, if any; and

third, to all Partners who are Partners on the applicable Partnership Record Date and who beneficially own Common Partnership Units (other than Class B Common Partnership Units), in accordance with their respective Common Percentage Interests;

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

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

(b) In no event may a Partner receive a distribution of Cash Flow with respect to a Partnership Unit if such Partner is entitled to receive a dividend out of the Company’s share of such Cash Flow with respect to a REIT Share for which all or part of such Partnership Unit has been exchanged.

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

(d) Notwithstanding any other provision in this Agreement, the transactions, distributions and Common Partnership Unit recapitalization provided in Exhibit P are authorized and approved and all actions taken in connection with such transactions, distributions and Common Partnership Unit recapitalization are ratified.

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

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

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

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

Section 8.6 AMOUNTS WITHHELD.

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

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

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

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

ARTICLE IX

TRANSFERS OF INTERESTS

Section 9.1 GENERAL PARTNER.

(a) Other than to an Affiliate of the General Partner, the General Partner may not transfer any of its General Partnership Interest or withdraw as General Partner except (i) the General Partner may grant a security interest in or pledge its General Partnership Interest in the Partnership to secure debt for

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borrowed money, or any guaranty thereof, now existing or hereinafter incurred, (ii) as provided in Section 9.1(b) or (iii) in connection with a transaction described in Section 9.1(c).

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

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

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Partnership Units could have acquired had such Common Partnership Units been redeemed immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The above provisions of this Section 9.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder.

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

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

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

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

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

(a) Upon the occurrence of an Event of Bankruptcy as to a General Partner (and its automatic removal pursuant to Section 9.4(a) hereof) or the withdrawal or dissolution of a General Partner (except that, if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to or removal of a partner in such partnership shall be deemed not to be a dissolution of such General Partner if the business of such

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General Partner is continued within ninety (90) days by the remaining general partners or all remaining members of such partnership), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant to Section 9.3(b).

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

Section 9.4 REMOVAL OF A GENERAL PARTNER.

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

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

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

Section 9.5 RESTRICTIONS ON TRANSFER OF LIMITED PARTNERSHIP INTERESTS.

(a) Except as otherwise provided in this Article IX, no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer its Limited Partnership Interest, in whole or in part, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”), without the

51

written consent of the General Partner, which consent may be withheld in the sole and absolute discretion of the General Partner; provided, however, the consent required by this Section 9.5(a) shall not be required in the event of a Transfer on or after the first anniversary of August 19, 2003 by a Limited Partner that was a limited partner as of August 19, 2003 to any of its partners. The General Partner may require, as a condition of any Transfer, that the transferor assume all costs incurred by the Partnership in connection therewith.

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

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

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

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

Section 9.6 ADMISSION OF SUBSTITUTE LIMITED PARTNER.

(a) Subject to the other provisions of this Article IX (including, without limitation, the provisions of Section 9.5(a) regarding consent of the General Partner), an assignee of the Limited Partnership Interest of a Limited Partner (including, without limitation, any purchaser, transferee, donee, or other

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recipient of any disposition of such Limited Partnership Interest) shall be deemed admitted as a Limited Partner of the Partnership only upon the satisfactory completion of the following:

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

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

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

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

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

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

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

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

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

Section 9.7 RIGHTS OF ASSIGNEES OF PARTNERSHIP INTERESTS.

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

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

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

Section 9.9 JOINT OWNERSHIP OF INTERESTS. A Partnership Interest may be acquired by two (2) individuals as joint tenants with right of survivorship (but not

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

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

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

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

ARTICLE X

TERMINATION OF THE PARTNERSHIP

Section 10.1 TERMINATION. The Partnership shall be dissolved upon (i) an Event of Bankruptcy as to the General Partner or the dissolution or withdrawal of the General Partner (unless within ninety (90) days thereafter Limited Partners holding more

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than fifty percent (50%) of the Limited Partnership Interests in the Partnership elect to continue the Partnership and to elect one or more persons to serve as the General Partner or General Partners of the Partnership), (ii) ninety (90) days following the sale of all or substantially all of the Partnership’s assets (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such obligation is paid in full), (iii) the expiration of the term specified in Section 3.2, (iv) the redemption of all Limited Partnership Interests (other than any of such interests held by the General Partner or Ashford OP Limited Partner LLC), or (v) the election by the General Partner (but only in accordance with and as permitted by applicable law) that the Partnership should be dissolved. Upon dissolution of the Partnership (unless the business of the Partnership is continued as set forth above), the General Partner (or its trustee, receiver, successor or legal representative) shall proceed with the winding up of the Partnership, and its assets shall be applied and distributed as herein provided.

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

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

Section 10.4 REMAINING DISTRIBUTION.

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

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

(i) distributed to a trust established for the benefit of the Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the Partners arising out of or in connection with the Partnership. The assets of any such trust shall be

56

distributed to the Partners from time to time, in the reasonable discretion of the General Partner, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to Section 10.4(a); or

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

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

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

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

ARTICLE XI

AMENDMENTS

Section 11.1 AUTHORITY TO AMEND.

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

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(b) This Agreement may be amended by the General Partner without the approval of any other Partner if such amendment is to reflect the admission, substitution or withdrawal of Limited Partners; to reflect the issuance of additional Partnership Interests or to amend the calculation of the Cash Amount and the Conversion Factor pursuant to a transaction described in Section 9.1(c).

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

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

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

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

ARTICLE XII

POWER OF ATTORNEY

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

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

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(b) Any documents, certificates or other instruments, including, but not limited to, (i) any and all amendments and modifications of this Agreement or of the instruments described in Section 12.1(a) which may be required or deemed desirable by the General Partner to effectuate the provisions of any part of this Agreement, (ii) all instruments relating to the admission, withdrawal, removal or substitution of any Partner, and (iii) by way of extension and not limitation, to do all such other things as shall be necessary to continue and to carry on the business of the Partnership; and

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

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

ARTICLE XIII

CONSENTS, APPROVALS, VOTING AND MEETINGS

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

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

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

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

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

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

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

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

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

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

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ARTICLE XIV

MISCELLANEOUS

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

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

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

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

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

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

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

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

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

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

GENERAL PARTNER:
Ashford OP General Partner LLC, a Delaware limited liability company
By:	/s/ David A. Brooks
	David A. Brooks, Vice President
LIMITED PARTNER:
Ashford OP Limited Partner LLC, a Delaware limited liability company as a Limited Partner of Ashford Hospitality Limited Partnership
By:	/s/ David A. Brooks
	David A. Brooks, Vice President

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

ASHFORD HOSPITALITY TRUST, INC.
By:	/s/ David A. Brooks
	David A. Brooks, Chief Operating Officer and General Counsel

EXHIBIT A

[Begins on Next Page]

Exhibit A

EXHIBIT A

LIST OF PARTNERS AND CONTRIBUTED ASSETS

as of November 19, 2013

	Contributed Asset	Cash Contribution		Agreed Value of Contributed Asset		Common Partnership Units		Common Percentage Interest			Preferred Partnership Units		Preferred Percentage Interest			Treasury Stock
Partners:
General Partner:
Ashford OP General Partner LLC	None		None		N/A		None		None			None		None
Limited Partners:
COMMON STOCK	SHARES	$	1,628,371,750	$	412,922,234		80,565,563		80.9240	%		15,755,912		100.0000	%		44,331,202
COMMON UNITS
Dartmore GeneralPartnership	Various hotels contributed 8/29/03 & 3/16/05		None	$	25,640,533		2,756,028		2.7683	%
Monty Bennett	LTIP Conversion 10/31/13						747,121		0.7504	%
5820 General Partnership	Various hotels contributed 8/29/03 & 3/16/05			$	25,640,533		2,756,028		2.7683	%
Archie Bennett Jr.	LTIP Conversion 10/31/13						532,888		0.5353	%
3 MB Associates	Various hotels contributed 8/29/03			$	1,985,823		120,647		0.1212	%
Ashford Financial Corporation	Asset Management and Consulting Agreements		None	$	9,225,000		1,025,000		1.0296	%

Page 1

EXHIBIT A

LIST OF PARTNERS AND CONTRIBUTED ASSETS

as of November 19, 2013

	Contributed Asset	Cash Contribution	Agreed Value of Contributed Asset		Common Partnership Units		Common Percentage Interest			Preferred Partnership Units	Preferred Percentage Interest	Treasury Stock
Helmut Horn	Sea Turtle Inn		$	69,871		6,944		0.0070	%
Graham Hershman	Sea Turtle Inn		$	52,584		5,226		0.0052	%
Emily Landau						117,535		0.1181	%

Page 2

EXHIBIT A

LIST OF PARTNERS AND CONTRIBUTED ASSETS

as of November 19, 2013

	Contributed Asset	Cash Contribution		Agreed Value of Contributed Asset		Common Partnership Units		Common Percentage Interest			Preferred Partnership Units	Preferred Percentage Interest	Treasury Stock
Martin Edelman	Various hotels contributed 3/16/05		None	$	933,600		92,711		0.0931	%
FGT, L.P.	Various hotels contributed 3/16/05		None	$	10,113,361		1,004,306		1.0088	%
David Kimichik	Various hotels contributed 3/16/05 LTIP Conversion 10/31/13		None	$	461,085		45,788 430,000		0.0460 0.4319	%  %
David Brooks	Various hotels contributed 8/29/03 & 3/16/05 LTIP Conversion 10/31/13		None	$	2,446,908		266,435 479,647		0.2676 0.4818	%  %
Mark Nunneley	Various hotels contributed 8/29/03 & 3/16/05 LTIP Conversion 10/31/13		None	$	978,926		106,590 299,967		0.1071 0.3013	%  %
Douglas Kessler	LTIP Conversion 10/31/13						643,581		0.6464	%
Deric Eubanks	LTIP Conversion 10/31/13						19,396		0.0195	%

Page 3

EXHIBIT A

LIST OF PARTNERS AND CONTRIBUTED ASSETS

as of November 19, 2013

	Contributed Asset	Cash Contribution	Agreed Value of Contributed Asset		Common Partnership Units		Common Percentage Interest			Preferred Partnership Units		Preferred Percentage Interest			Treasury Stock
Pia Ackerman	LTIP Conversion 10/31/13					15,333		0.0154	%
James Hays	LTIP Conversion 10/31/13					67,729		0.0680	%
Jeremy Welter	LTIP Conversion 10/31/13					45,000		0.0452	%
	COMMON UNITS		$	77,548,224		11,583,900		11.6355	%		—		0.0000	%
B UNITS
Gateway	B UNITS		$	40,871,712		3,649,260		3.6655	%		—		0.0000	%
LTIP UNITS
Archie Bennett Jr.						307,112		0.3085	%
Monty Bennett						898,979		0.9030	%
Doug Kessler						712,519		0.7157	%
David Kimichik						295,000		0.2963	%
David Brooks						665,853		0.6688	%
Mark Nunneley						233,333		0.2344	%
Rob Hays						227,271		0.2283	%
Pia Ackerman						18,667		0.0188	%

Page 4

EXHIBIT A

LIST OF PARTNERS AND CONTRIBUTED ASSETS

as of November 19, 2013

	Contributed Asset	Cash Contribution	Agreed Value of Contributed Asset		Common Partnership Units		Common Percentage Interest			Preferred Partnership Units		Preferred Percentage Interest			Treasury Stock
Deric Eubanks						100,604		0.1011	%
Jeremy Welter						270,000		0.2713	%
Milissa Foshee 3/4/13						7,000		0.0069	%
Marty Edelman - 5/16/13						5,500		0.0054	%
Ben Ansell - 5/16/13						5,500		0.0054	%
Kamal Jafarnia - 5/16/13						5,500		0.0054	%
Michael Murphy - 5/16/13						5,500		0.0059	%
	LTIP UNITS					3,758,338		3.7750	%
	TOTAL SHARES & UNITS		$	531,342,170		99,557,061		100.0000	%		15,755,912		100.0000	%

Page 5

EXHIBIT B

FEDERAL INCOME TAX MATTERS

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

A. SPECIAL ALLOCATION PROVISIONS.

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

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

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

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

5. To the extent any payments in the nature of fees made to a Partner or reimbursements of expenses to any Partner are finally determined by the Internal Revenue

Exhibit B - Page 1

Service to be distributions to a Partner for federal income tax purposes, there will be a gross income allocation to such Partner in the amount of such distribution.

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

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

7. If any Partners unexpectedly receive any adjustments, allocations or distributions described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain shall be specially allocated to such Partners in an amount and manner sufficient to eliminate the deficits in their Adjusted Capital Account Balances created by such adjustments, allocations or distributions as quickly as possible, provided that an allocation pursuant to this paragraph 7 shall be made only if and to the extent that the Partner would have a deficit balance in its Adjusted Capital Account Balance after all other allocations provided for Article V of the

Exhibit B - Page 2

Partnership Agreement and this Exhibit B have been tentatively made as if this paragraph 7 were not in this Exhibit B.

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

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

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

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

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

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

Exhibit B - Page 3

be made in the same amounts and proportions as would have resulted had such distributions instead been made pursuant to Article VIII of the Partnership Agreement.

B. CAPITAL ACCOUNT ADJUSTMENTS AND TAX ALLOCATIONS.

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

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

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

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

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

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

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

Exhibit B - Page 4

such unrealized gain or unrealized loss attributable to the properties, the fair market value of Partnership properties shall be determined by the General Partner using such reasonable methods of valuation as it may adopt.

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

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

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

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

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

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

“DEPRECIATION”: means, for each fiscal year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for federal income tax purposes with respect to property for such fiscal year or other period, except that (a) with respect to any property the Carrying Value of which differs from its adjusted tax basis for federal income tax purposes and which difference is being eliminated by use of the remedial

Exhibit B - Page 5

allocation method pursuant to Section 1.704-3(d) of the Treasury Regulations, Depreciation for such fiscal year or other period shall be the amount of book basis recovered for such fiscal year or other period under the rules prescribed by Section 1.704-3(d)(2) of the Treasury Regulations, and (b) with respect to any other property the Carrying Value of which differs from its adjusted tax basis at the beginning of such fiscal year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Carrying Value as the federal income tax depreciation, amortization or other cost recovery deduction for such fiscal year or other period bears to such beginning adjusted tax basis; provided, that if the adjusted tax basis of any property at the beginning of such fiscal year or other period is zero, Depreciation with respect to such property shall be determined with reference to such beginning value using any reasonable method selected by the General Partner.

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

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

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

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

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

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

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

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

Exhibit B - Page 6

EXHIBIT C

NOTICE OF EXERCISE OF REDEMPTION RIGHT

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

Dated:                                                                      

Name of Limited Partner:

(Signature of Limited Partner)

(Street Address)

(City State Zip Code)

IF REIT Shares are to be issued, issue to:

(Name)

(Social Security or Identifying Number)

Exhibit C - Page 1

EXHIBIT D

DESIGNATION OF INTERESTS ISSUED TO SEA TURTLE INN LIMITED

PARTNERS

Pursuant to Section 4.3(a)(i) of the Agreement, the General Partner has caused the Partnership to issued additional Partnership Interests in the form of 106,675 Common Partnership Units to Huron Jacksonville Limited Partnership. The Common Partnership Interests issued to Huron Jacksonville Limited Partnership shall be governed by the terms of the Agreement subject to the following:

1. Additional Definition:

“Sea Turtle Inn Limited Partners” means Huron/Jax Investment Limited Partnership, a Florida limited partnership, PW/Jacksonville Limited Partnership, an Illinois limited partnership, CN/Jacksonville Limited Partnership, an Illinois limited partnership, Christopher Q. Stephan, Helmut Horn and Graham Hershman.

2. Amendment to Section 7.4(b). Section 7.4(b) is amended and by adding the following provision to the end of Section 7.4(b):

“Notwithstanding anything in Section 7.4(a) or Section 7.4(b) to the contrary, with respect to the exercise of a Redemption Right by Huron Jacksonville Limited Partnership or any of the Sea Turtle Inn Limited Partners, in the event of an election by the Company to satisfy such Redemption Right by payment of the Cash Amount, then the Company may not, after making such election, pay any portion of such Cash Amount with REIT Common Shares.”

3. Amendment to Section 9.5

The consent required by Section 9.5(a) shall not be required in the event of a Transfer on or after April 1, 2005 by Huron Jacksonville Limited Partnership to any Sea Turtle Inn Limited Partners.

4. Amendment to Section 9.6(a)(i)

Section 9.6(a)(i) shall not apply in the case of an assignee resulting from a Transfer by Huron Jacksonville Limited Partnership to any Sea Turtle Inn Limited Partners.

5. Amendment to Exhibit B. The following terms shall be added to Exhibit B:

D. ALLOCATION OF NONRECOURSE LIABILITIES

“Effective on the date of acquisition by the Partnership of the Sea Turtle Inn, Atlantic Beach, Florida, the Nonrecourse Liability allocable to the Sea

Exhibit D - Page 1

Turtle Inn, shall be allocated to the Sea Turtle Inn Limited Partners, in the aggregate, for federal income tax purposes as follows:

(i) first, as provided in Section 1.752-3(a)(2) of the Treasury Regulations, plus

(ii) second, as provided in the fifth sentence of Section 1.752-3(a)(3) of the Treasury Regulations.

If there is more than one Sea Turtle Inn Limited Partner, the amount of such Nonrecourse Liability so allocated to the Sea Turtle Inn Limited Partners, in the aggregate, will be allocated to each, as determined with respect to each Sea Turtle Inn Limited Partner separately.

In addition, the remaining Nonrecourse Liabilities of the Partnership not allocated to any Partner pursuant to Sections 1.752-3(a)(1) or 1.752-3(a)(2) of the Treasury Regulations or any sentence of Section 1.752-3(a)(3) of the Treasury Regulations other than the first, from time to time, shall be allocated in accordance with the Common Percentage Interests, as defined in the Partnership Agreement, owned by the Limited Partners, as provided in the first sentence of Section 1.752-3(a)(3) of the Treasury Regulations.

The Sea Turtle Inn Limited Partners and the General Partner shall agree within 60 days of the date of acquisition of the Sea Turtle Inn by the Partnership as to the amounts in clause first and clause second and the aggregate amount of Nonrecourse Liability allocable to the Sea Turtle Inn.”

Exhibit D - Page 2

EXHIBIT E

[Reserved]

Exhibit E - Page 1

EXHIBIT F

DESIGNATION OF TERMS AND CONDITIONS OF SERIES A

PREFERRED PARTNERSHIP UNITS

A. Designation and Number. A series of Preferred Partnership Units, designated as Series A Preferred Partnership Units, is hereby established. The number of Series A Preferred Partnership Units shall be 3,000,000.

B. Rank. The Series A Preferred Partnership Units, with respect to rights to distributions and payments to Partners, the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, rank (a) prior or senior to the Common Partnership Units and all Partnership Units issued by the Partnership (“Junior Units”) the terms of which specifically provide that such Partnership Units rank junior to the Series A Preferred Partnership Units; (b) on a parity with the Series D Preferred Partnership Units, Series E Preferred Partnership Units and all other Partnership Units issued in the future by the Partnership (“Parity Units”) the terms of which specifically provide that such Partnership Units rank on a parity with the Series A Preferred Partnership Units; (c) junior to all Partnership Units issued by the Partnership the terms of which specifically provide that such Partnership Units rank senior to the Series A Preferred Partnership Units; and (d) junior to all of the Partnership’s existing and future indebtedness.

C. Distributions.

(i) Pursuant to Section 8.1 of the Partnership Agreement but subject to the rights of holders of any Preferred Partnership Units ranking senior to the Series A Preferred Partnership Units as to the payment of distributions, Ashford OP Limited Partner LLC, in its capacity as the holder of the then outstanding Series A Preferred Partnership Units, shall be entitled to receive, when, as and if authorized by the General Partner, from the Cash Flow, cumulative quarterly preferential cash distributions in an amount per Series A Preferred Partnership Unit equal to 8.55% of the $25.00 liquidation preference per annum (equivalent to a fixed annual amount of $2.1375 per Series A Preferred Partnership Unit) (the “Preferred Return”). Distributions of Preferred Return on each Series A Preferred Partnership Unit shall be cumulative from the date of original issuance, whether or not in any distribution period or periods (i) such distributions shall be authorized by the General Partner, (ii) there shall be funds legally available for the payment of such distributions or (iii) any agreement prohibits the Partnership’s payment of such distributions, and such distributions shall be payable quarterly the 15th day of January, April, July and October of each year (or, if not a Business Day, the next succeeding Business Day). Any distribution of Preferred Return payable on the Series A Preferred Partnership Units for any partial distribution period will be computed on the basis of twelve 30-day months and a 360-day year. Distributions of Preferred Return will be payable in arrears to holders of record as they appear on the records of the Partnership at the close of business on the last day of each of March, June, September and December, as the case may be, immediately preceding the applicable distribution payment date, which dates shall be the Partnership Record Dates for the Series A Preferred Partnership Units. Except for distributions in liquidation or redemption as provided in Sections D

Exhibit F - Page 1

and E, respectively, holders of Series A Preferred Partnership Units will not be entitled to receive any distributions in excess of cumulative Preferred Returns accrued on the Series A Preferred Partnership Units at the rate specified in this paragraph. No interest will be paid in respect of any distribution payment or payments on the Series A Preferred Partnership Units that may be in arrears.

(ii) When distributions of Preferred Return are not paid in full upon the Series A Preferred Partnership Units or any other series of Parity Units, or a sum sufficient for such payment is not set apart, all distributions of Preferred Return authorized by the General Partner upon the Series A Preferred Partnership Units and any other series of Parity Units shall be authorized by the General Partner ratably in proportion to the respective amounts of such distributions accumulated, accrued and unpaid on the Series A Preferred Partnership Units and accumulated, accrued and unpaid on such Parity Units. Except as set forth in the preceding sentence, unless distributions on the Series A Preferred Partnership Units equal to the full amount of accumulated, accrued and unpaid distributions of Preferred Return have been or contemporaneously are authorized by the General Partner and paid, or authorized by the General Partner and a sum sufficient for the payment thereof set apart for such payment for all past distribution periods, no distributions (other than distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units) shall be authorized by the General Partner or paid or set aside for payment by the Partnership with respect to any class or series of Parity Units. Unless full cumulative distributions of Preferred Return on the Series A Preferred Partnership Units have been paid or authorized by the General Partner and set apart for payment for all past distribution periods, no distributions (other than distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units) shall be authorized by the General Partner or paid or set apart for payment by the Partnership with respect to any Junior Units, nor shall any Junior Units or Parity Units be redeemed, purchased or otherwise acquired for any consideration, or any monies be paid to or made available for a sinking fund for the redemption of any Junior Units or Parity Units (except by conversion or exchange for Junior Units, or options, warrants or rights to subscribe for or purchase Junior Units), nor shall any other cash or property be paid or distributed to or for the benefit of holders of Junior Units or Parity Units. Notwithstanding the foregoing, the General Partner shall not be prohibited from (i) authorizing or paying or setting apart for payment any Preferred Return or distribution on any Parity Units or (ii) redeeming, purchasing or otherwise acquiring any Junior Units or Parity Units, in each case, if such authorization, payment, redemption, purchase or other acquisition is necessary to maintain the Company’s qualification as a REIT.

(iii) No distribution of Preferred Return on the Series A Preferred Partnership Units shall be authorized by the General Partner or paid or set apart for payment at such time as the terms and provisions of any agreement of the Partnership, including any agreement of the Partnership relating to the Partnership’s indebtedness, prohibits such authorization, payment or setting apart for payment or provides that such authorization, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such authorization, payment or setting apart for payment shall be restricted or prohibited by law.

Exhibit F - Page 2

(iv) In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the Partnership) of Preferred Return or in redemption or otherwise, is permitted, amounts that would be needed, if the Partnership were to be dissolved at the time of the distribution, to satisfy the liquidation preference of the Series A Preferred Partnership Units (as provided in Section D below) will not be added to the Partnership’s total liabilities.

D. Liquidation Preference.

(i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner LLC, in its capacity as holder of the Series A Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 per Series A Preferred Partnership Unit, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to the date of final distribution, but Ashford OP Limited Partner LLC shall not be entitled to any further payment with respect thereto. If upon any liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner LLC, in its capacity as the holder of the Series A Preferred Partnership Units, shall be insufficient to pay in full the above described preferential distribution and liquidating distributions on any other series of Parity Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner LLC, in its capacity as the holder of the Series A Preferred Partnership Units, and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full.

(ii) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner LLC, in its capacity as the holder of the Series A Preferred Partnership Units, holders of the Series A Preferred Partnership Units shall have no right or claim to any of the remaining assets of the Partnership.

(iii) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

E. Redemption. In connection with the redemption by the Company of any shares of Series A Preferred Stock in accordance with the provisions of the Series A Articles Supplementary, the Partnership shall provide cash to Ashford OP Limited Partner LLC for such purpose which shall be equal to the redemption price (as set forth in the Series A Articles Supplementary), plus all distributions of Preferred Return accumulated and unpaid to the Redemption Date (as defined in the Series A Articles Supplementary), and one Series A Preferred Partnership Unit shall be concurrently redeemed with respect to each share of Series A Preferred Stock so redeemed by the

Exhibit F - Page 3

Company. From and after the applicable Redemption Date, the Series A Preferred Partnership Units so redeemed shall no longer be outstanding and all rights hereunder, to distributions or otherwise, with respect to such Series A Preferred Partnership Units shall cease. Any Series A Preferred Partnership Units so redeemed may be reissued to Ashford OP Limited Partner LLC at such time as the Company reissues a corresponding number of shares of Series A Preferred Stock so redeemed or repurchased, in exchange for the contribution by the Company, through the Ashford OP Limited Partner LLC, to the Partnership of the proceeds from such reissuance.

F. Voting Rights. Except as required by applicable law, the holder of the Series A Preferred Partnership Units, as such, shall have no voting rights.

G. Conversion. The Series A Preferred Partnership Units are not convertible into or exchangeable for any other property or securities of the Partnership.

H. Restriction on Ownership. The Series A Preferred Partnership Units shall be owned and held solely by Ashford OP Limited Partner LLC.

I. Allocations. Allocations of the Partnership’s items of income, gain, loss and deduction shall be allocated pro rata among holders of Series A Preferred Partnership Units in accordance with Article V of the Partnership Agreement.

Exhibit F - Page 4

EXHIBIT G

[Reserved]

Exhibit G - Page 1

EXHIBIT H

[Reserved]

Exhibit H - Page 1

EXHIBIT I

DESIGNATION OF INTERESTS ISSUED TO FGSB LIMITED PARTNERS

Pursuant to Section 4.3(a)(i) of the Fifth Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership (the “Agreement”), to which this Exhibit I is attached, the General Partner has caused the Partnership to issue additional Partnership Interests in the form of Common Partnership Units in the number and to the respective Persons set forth below (collectively, the “FGSB Limited Partners”). The Common Partnership Units issued to the FGSB Limited Partners shall be governed by the terms of the Agreement subject to the following:

1. Definitions. To the extent the following terms are defined in the Agreement, the following definitions amend and replace such definitions in their entirety with respect to the FGSB Limited Partners, any transferees of such FGSB Limited Partners in an FGSB Permitted Disposal and the Common Partnership Units acquired by such persons on March 16, 2005:

“Affiliate” means, as to any FGSB Limited Partner, any other Person that is directly or indirectly (through one or more intermediaries) controlled by, under common control with, or controlling such Person. For purposes of this definition, “control” shall mean 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. A Person shall be deemed to be controlled by another Person if the other Person (i) with respect to a corporation, owns more than a majority of the issued and outstanding voting equity interests of such corporation, (ii) with respect to a partnership, is a general partner of such partnership and (iii) with respect to a limited liability company, is a managing member or is a member owning more than a majority of the issued and outstanding voting equity interests of such limited liability company.

“Beneficial Owner Agreement” means, as to any FGSB Limited Partner, the Beneficial Owner Agreement executed by such FGSB Limited Partner on March 16, 2005 in favor of the Company and the Partnership.

Exhibit I - Page 1

“FGSB Limited Partners” means:

Name of FGSB Limited Partner	Common Partnership Units Issued
Chartwell Hotel Associates		679,644
Fisher 6R Hotel Associates		324,333
Fisher 2003 Hotel Refinancing Associates		450,075
Martin Edelman		92,712
FGT, L.P.		1,004,306
George Soros		75,346
Tivadar Holdings, LLC		694,684
Perthshire L.P.		781,571
Southwest Siena L.P.		781,571
David Kimichik		45,788
David Brooks		45,788
Mark Nunneley		18,333

“FGSB Permitted Disposal” means a transfer by an FGSB Limited Partner:

(i) to an Affiliate or direct or indirect equity owner of an FGSB Limited Partner, provided that such transferee agrees in writing to be bound by all of the terms and conditions of the Beneficial Owner Agreement;

(ii) to (a) parents, siblings (by blood or adoption) or lineal descendants (by blood or adoption) of an FGSB Limited Partner or a transferee under clause (i); (b) a trust, partnership, corporation, limited liability company or other entity of which an FGSB Limited Partner or a transferee under clause (i), or an FGSB Limited Partner’s or a transferee’s under clause (i) parent, sibling (by blood or adoption) or lineal descendant (by blood or adoption) owns all of the beneficial interests, either directly or indirectly, provided that such transferee agrees in writing to be bound by all of the terms and conditions of the Beneficial Owner Agreement; or

(iii) in connection with a pledge, delivery or other grant of a security interest in the Partnership Units held by an FGSB Limited Partner or a transferee under clauses (i) or (ii) for the purpose of securing a bona fide lending transaction; provided that such

Exhibit I - Page 2

security interest is expressly subordinate and subject to the terms and conditions of Section 2 of the Beneficial Owner’s Agreement to which such FGSB Limited Partner or a transferee under clauses (i) or (ii) is a party and any transferee resulting from any judicial or non-judicial foreclosure on such security interest and subsequent transfer by such holder of the security interest becomes a party to (and assumes the FGSB Limited Partner’s or a transferee’s under clauses (i) or (ii) obligations under) the Beneficial Owner Agreement.

“Specified Redemption Date” shall mean, with respect to a given FGSB Limited Partner, the tenth (10th) Business Day after receipt by the General Partner of a Notice of Redemption, provided that no Specified Redemption Date may occur with respect to any Partnership Unit before six months after such Partnership Unit is issued by the Partnership.

2. Amendments with respect to Section 7.4.

A. The second sentence of Section 7.4(a) is hereby amended and restated in its entirety as follows:

The Partnership shall have up to 60 days (the “Payout Period”) following exercise of a Redemption Right to pay the Cash Amount to the FGSB Limited Partner who is exercising the Redemption Right (the “Redeeming Partner”).

B. The second proviso clause in the first sentence of Section 7.4(b) is hereby deleted, such that the sentence ends with the words “Section 7.4(a)).”

C. The following sentence is added as a new sentence at the end of Section 7.4(b):

Notwithstanding anything in this Section 7.4(b) to the contrary, with respect to the exercise of a Redemption Right by a FGSB Limited Partner or any transferee of an FGSB Limited Partner in an FGSB Permitted Disposal, if there are insufficient REIT Common Shares authorized by the Company to satisfy a Redemption Right by paying the Redeeming Partner the REIT Common Shares Amount, the Partnership must satisfy the Redemption Right by paying such Redeeming Partner the Cash Amount in accordance with the provisions of Sections 7.4(a) and (b).

D. The following Section 7.4(f) is hereby added:

(f) Notwithstanding anything to the contrary in this Section 7.4, Persons holding Common Partnership Units originally issued to FGSB Master LLC shall receive the Cash Amount due, if any, as a result of the exercise of the Redemption Right from the Partnership, not from the Company, and such persons and the Partnership recognize and agree that such transaction is properly treated for federal income tax purposes as a redemption by the Partnership and not as a sale to the Company.

Exhibit I - Page 3

3. Amendment with respect to Section 9.5:

The consent required by Section 9.5(a) shall not be required in the event of a FGSB Permitted Disposal.

4. Amendment with respect to Section 9.6(a)(i):

Section 9.6(a)(i) shall not apply in the case of an assignee resulting from an FGSB Permitted Disposal.

5. Amendment to Exhibit A:

Exhibit A shall be and is revised to reflect the Persons and Common Partnership Units, identified in Item No. 1 above, as well as the agreed values and percentages attributable thereto.

6. Amendment to Exhibit B:

Exhibit B shall be and is revised to add a new paragraph 8, to read in its entirety as follows:

8. The amount of Nonrecourse Liabilities allocable to properties contributed to the Partnership by the FGSB Limited Partner and allocated to Partners holding Common Partnership Units originally issued to FGSB Master LLC pursuant to Section 1.752-3(a)(3) of the Treasury Regulations shall be in accordance with the fifth sentence thereof beginning “Additionally, the partnership may first allocate. . .” (relating to allocation of built-in gain on §704(c) property). To the extent the Partnership has Nonrecourse Liabilities of the Partnership in excess of those allocated pursuant to Section 1.752-3(a)(1), (2) of the Treasury Regulations and the preceding sentence, such excess Nonrecourse Liabilities shall be allocated among the Partners in accordance with their respective Common Percentage Interests.

Exhibit I - Page 4

EXHIBIT J

DESIGNATION OF INTERESTS ISSUED TO CRYSTAL CITY LIMITED PARTNERS

Pursuant to Section 4.3(a)(i) of the Fifth Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership (the “Agreement”), to which this Exhibit J is attached, the General Partner has caused the Partnership to issue additional Partnership Interests in the form of Class B Common Partnership Units in the number and to the respective Persons set forth below (collectively, the “Crystal City Limited Partners”). The Class B Common Partnership Units issued to the Crystal City Limited Partners shall be governed by the terms of the Agreement subject to the following:

1. Definitions. The following terms are hereby defined as follows for purposes of Amendment No. 5 to the Agreement with respect to the Crystal City Limited Partners, any transferees of such Crystal City Limited Partners in a Crystal City Permitted Disposal and the Class B Common Partnership Units acquired by such persons on July 13, 2006:

“Crystal City Limited Partners” means:

Name of Crystal City Limited Partner	Class B Common Partnership Units Issued
Lawrence D. Barkman		37,343
Arthur A. Birney		263
Washington Brick & Terra Cotta Company, L.P., L.L.P.		1,848,489
Barbara Fleischman		29,875
Lawrence A. Fleischman Non-Exempt Trust		29,875
Laura Glassman		1,726
Paul Glassman		1,726
Kogod Family Holding Group LLC		316,263
Arlene R. Kogod		145,585
Lauren Sue Kogod		56,015
Leslie Susan Kogod		56,015
Robert P. Kogod		144,980
Stuart Allan Kogod		56,015
Robert H. Smith		450,249
MC II Associates		246,465
Eads, LLC		36,818
Eads Associates Limited Partnership		357,140
		3,814,842

Exhibit J - Page 1

“Crystal City Permitted Disposal” means a transfer by a Crystal City Limited Partner of Class B Common Partnership Units:

(i) to any Person who, on the date of such proposed transfer is either a partner, member or shareholder of such Crystal City Limited Partner, provided that such transferee satisfies all criteria for transfer applicable to such transferee, as set forth in the Partnership Agreement or that certain Contribution Agreement between the Partnership and Eads Associates Limited Partnership, dated as of May 18, 2006 and agrees in writing to be bound by all of the terms and conditions of the Partnership Agreement; or

(ii) in connection with a pledge, delivery or other grant of a security interest in the Class B Common Partnership Units held by a Crystal City Limited Partner or a transfer under clause (i) for the purpose of securing a bona fide lending transaction.

“Lock-Up Agreement” shall mean the Lock-Up Agreement dated as of July 13, 2006, executed by the Crystal City Limited Partners in favor of the Company.

“Lock-Up Period” shall mean (i) a period of one (1) year from the date of this Amendment with respect to all of the Class B Common Partnership Units issued to the Crystal City Limited Partners on such date, (ii) for a period of eighteen (18) months from the date of this Amendment with respect to two-thirds of the Class B Common Partnership Units issued to each of the Crystal City Limited Partners on such date, and (iii) for a period of twenty-four (24) months from the date of this Amendment with respect to one-third of the Class B Common Partnership Units issued to each of the Crystal City Limited Partners on such date.

2. Amendment with respect to Section 9.5:

The consent required by Section 9.5(a) shall not be required in the event of a Crystal City Permitted Disposal.

3. Amendment with respect to Section 9.6(a)(i):

Section 9.6(a)(i) shall not apply in the case of an assignee resulting from a Crystal City Permitted Disposal.

4. Amendment to Exhibit A:

Exhibit A shall be and is revised to reflect the Crystal City Limited Partners and their respective ownership of Class B Common Partnership Units, as set forth in Item No. 1 above, as well as the agreed values and percentages attributable thereto.

5. Amendment to Exhibit B: The following sentence is added as the final sentence of Section A.3. of Exhibit B of the Partnership Agreement:

Notwithstanding the foregoing, the Book-Tax Difference with respect to the “Property” as defined in the Contribution Agreement between the Partnership and Eads Associates Limited Partnership, dated as of

Exhibit J - Page 2

May 18, 2006, shall be accounted for as provided in Article 6 of the Tax Protection Reporting Agreement between the Partnership and Eads Associates Limited Partnership, dated as of July 13, 2006.

Exhibit J - Page 3

EXHIBIT K

[Reserved]

Exhibit K - Page 1

EXHIBIT L

DESIGNATION OF TERMS AND CONDITIONS OF SERIES D

PREFERRED PARTNERSHIP UNITS

A. Designation and Number. A series of Preferred Partnership Units, designated as Series D Preferred Partnership Units, is hereby established. The number of Series D Preferred Partnership Units shall be 9,666,797.

B. Rank. The Series D Preferred Partnership Units, with respect to rights to distributions and payments to Partners, the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, rank (a) prior or senior to the Common Partnership Units and all Partnership Units issued by the Partnership (“Junior Units”) the terms of which specifically provide that such Partnership Units rank junior to the Series D Preferred Partnership Units; (b) on a parity with the Series A Preferred Partnership Units, Series E Preferred Partnership Units and all other Partnership Units issued in the future by the Partnership (“Parity Units”) the terms of which specifically provide that such Partnership Units rank on a parity with the Series D Preferred Partnership Units; (c) junior to all Partnership Units issued by the Partnership the terms of which specifically provide that such Partnership Units rank senior to the Series D Preferred Partnership Units; and (d) junior to all of the Partnership’s existing and future indebtedness.

C. Distributions.

(i) Pursuant to Section 8.1 of the Partnership Agreement but subject to the rights of holders of any Preferred Partnership Units ranking senior to the Series D Preferred Partnership Units as to the payment of distributions, Ashford OP Limited Partner LLC, in its capacity as the holder of the then outstanding Series D Preferred Partnership Units, shall be entitled to receive, when, as and if authorized by the General Partner, from the Cash Flow, cumulative quarterly preferential cash distributions in an amount per Series D Preferred Partnership Unit equal to 8.45% of the $25.00 liquidation preference per annum (equivalent to a fixed annual amount of $2.1125 per Series D Preferred Partnership Unit); provided, however, that during any period of time that both (i) the Series D Preferred Stock is not listed on the NYSE, AMEX or NASDAQ, and (ii) the Company is not subject to the reporting requirements of the Exchange Act, and any shares of Series D Preferred Stock are outstanding, in lieu of the distribution described above, the Partnership will increase the cumulative quarterly preferential cash distributions to an amount per Series D Preferred Partnership Unit equal to 9.45% of the $25.00 liquidation preference per annum (equivalent to a fixed annual amount of $2.3625 per Series D Preferred Partnership Unit). Distributions of Preferred Return on each Series D Preferred Partnership Unit shall be cumulative from the date of original issuance, whether or not in any distribution period or periods (i) such distributions shall be authorized by the General Partner, (ii) there shall be funds legally available for the payment of such distributions or (iii) any agreement prohibits the Partnership’s payment of such distributions, and such distributions shall be payable quarterly the 15th day of January, April, July and October of each year (or, if not a Business Day, the next

Exhibit L - Page 1

succeeding Business Day). Any distribution of Preferred Return payable on the Series D Preferred Partnership Units for any partial distribution period will be computed on the basis of twelve 30-day months and a 360-day year. Distributions of Preferred Return will be payable in arrears to holders of record as they appear on the records of the Partnership at the close of business on the last day of each of March, June, September and December, as the case may be, immediately preceding the applicable distribution payment date, which dates shall be the Partnership Record Dates for the Series D Preferred Partnership Units. Except for distributions in liquidation or redemption as provided in Sections D and E, respectively, holders of Series D Preferred Partnership Units will not be entitled to receive any distributions in excess of cumulative Preferred Returns accrued on the Series D Preferred Partnership Units at the rate specified in this paragraph. No interest will be paid in respect of any distribution payment or payments on the Series D Preferred Partnership Units that may be in arrears. The 9.45% distribution on the Series D Preferred Partnership Units, if applicable, shall cease to accrue and the distribution rate shall revert to 8.45% on the first date following the earlier of (i) the listing of the Series D Preferred Stock on the NYSE, AMEX or NASDAQ or (ii) the Company becoming subject to the reporting requirements of the Exchange Act.

(ii) When distributions of Preferred Return are not paid in full upon the Series D Preferred Partnership Units or any other series of Parity Units, or a sum sufficient for such payment is not set apart, all distributions of Preferred Return authorized by the General Partner upon the Series D Preferred Partnership Units and any other series of Parity Units shall be authorized by the General Partner ratably in proportion to the respective amounts of such distributions accumulated, accrued and unpaid on the Series D Preferred Partnership Units and accumulated, accrued and unpaid on such Parity Units. Except as set forth in the preceding sentence, unless distributions on the Series D Preferred Partnership Units equal to the full amount of accumulated, accrued and unpaid distributions of Preferred Return have been or contemporaneously are authorized by the General Partner and paid, or authorized by the General Partner and a sum sufficient for the payment thereof set apart for such payment for all past distribution periods, no distributions (other than distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units) shall be authorized by the General Partner or paid or set aside for payment by the Partnership with respect to any class or series of Parity Units. Unless full cumulative distributions of Preferred Return on the Series D Preferred Partnership Units have been paid or authorized by the General Partner and set apart for payment for all past distribution periods, no distributions (other than distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units) shall be authorized by the General Partner or paid or set apart for payment by the Partnership with respect to any Junior Units, nor shall any Junior Units or Parity Units be redeemed, purchased or otherwise acquired for any consideration, or any monies be paid to or made available for a sinking fund for the redemption of any Junior Units or Parity Units (except by conversion or exchange for Junior Units, or options, warrants or rights to subscribe for or purchase Junior Units), nor shall any other cash or property be paid or distributed to or for the benefit of holders of Junior Units or Parity Units. Notwithstanding the foregoing, the General Partner shall not be prohibited from (i) authorizing or paying or setting apart for payment any Preferred Return or distribution on any Parity Units or (ii) redeeming, purchasing or otherwise acquiring any Junior Units

Exhibit L - Page 2

or Parity Units, in each case, if such authorization, payment, redemption, purchase or other acquisition is necessary to maintain the Company’s qualification as a REIT.

(iii) No distribution of Preferred Return on the Series D Preferred Partnership Units shall be authorized by the General Partner or paid or set apart for payment at such time as the terms and provisions of any agreement of the Partnership, including any agreement of the Partnership relating to the Partnership’s indebtedness, prohibits such authorization, payment or setting apart for payment or provides that such authorization, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such authorization, payment or setting apart for payment shall be restricted or prohibited by law.

(iv) In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the Partnership) of Preferred Return or in redemption or otherwise, is permitted, amounts that would be needed, if the Partnership were to be dissolved at the time of the distribution, to satisfy the liquidation preference of the Series D Preferred Partnership Units (as provided in Section D below) will not be added to the Partnership’s total liabilities.

D. Liquidation Preference.

(i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner LLC, in its capacity as holder of the Series D Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 per Series D Preferred Partnership Unit, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to the date of final distribution, but Ashford OP Limited Partner LLC shall not be entitled to any further payment with respect thereto. If upon any liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner LLC, in its capacity as the holder of the Series D Preferred Partnership Units, shall be insufficient to pay in full the above described preferential distribution and liquidating distributions on any other series of Parity Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner LLC, in its capacity as the holder of the Series D Preferred Partnership Units, and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series D Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full.

(ii) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner LLC, in its capacity as the holder of the Series D Preferred Partnership Units, holders of the Series D Preferred Partnership Units shall have no right or claim to any of the remaining assets of the Partnership.

(iii) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange

Exhibit L - Page 3

by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

E. Redemption. In connection with the redemption by the Company of any shares of Series D Preferred Stock in accordance with the provisions of the Series D Articles Supplementary, the Partnership shall provide cash to Ashford OP Limited Partner LLC for such purpose which shall be equal to the redemption price (as set forth in the Series D Articles Supplementary), plus all distributions of Preferred Return accumulated and unpaid to the Redemption Date (as defined in the Series D Articles Supplementary), and one Series D Preferred Partnership Unit shall be concurrently redeemed with respect to each share of Series D Preferred Stock so redeemed by the Company. From and after the applicable Redemption Date, the Series D Preferred Partnership Units so redeemed shall no longer be outstanding and all rights hereunder, to distributions or otherwise, with respect to such Series D Preferred Partnership Units shall cease. Any Series D Preferred Partnership Units so redeemed may be reissued to Ashford OP Limited Partner LLC at such time as the Company reissues a corresponding number of shares of Series D Preferred Stock so redeemed or repurchased, in exchange for the contribution by the Company, through the Ashford OP Limited Partner LLC, to the Partnership of the proceeds from such reissuance.

F. Voting Rights. Except as required by applicable law, the holder of the Series D Preferred Partnership Units, as such, shall have no voting rights.

G. Conversion. The Series D Preferred Partnership Units are not convertible into or exchangeable for any other property or securities of the Partnership.

H. Restriction on Ownership. The Series D Preferred Partnership Units shall be owned and held solely by Ashford OP Limited Partner LLC.

I. Allocations. Allocations of the Partnership’s items of income, gain, loss and deduction shall be allocated pro rata among holders of Series D Preferred Partnership Units in accordance with Article V of the Partnership Agreement.

Exhibit L - Page 4

EXHIBIT M

NOTICE OF ELECTION BY PARTNER TO CONVERT

LTIP UNITS INTO COMMON PARTNERSHIP UNITS

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

Name of LTIP Unitholder:
	(Please Print: Exact Name as Registered with Partnership)

Number of LTIP Units to be Converted:                                                      

Date of this Notice:                                                                                       

(Signature of Limited Partner: Sign Exact Name as Registered with Partnership)

(Street Address)

(City) (State)                                                                              (Zip  Code)

Exhibit M - Page 1

EXHIBIT N

NOTICE OF ELECTION BY PARTNERSHIP TO FORCE CONVERSION

OF LTIP UNITS INTO COMMON PARTNERSHIP UNITS

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

Name of LTIP Unitholder:
	(Please Print: Exact Name as Registered with Partnership)

Number of LTIP Units to be Converted:                                                                      

Date of this Notice:                                                                                                                       

Exhibit N - Page 1

EXHIBIT O

DESIGNATION OF TERMS AND CONDITIONS OF SERIES E

PREFERRED PARTNERSHIP UNITS

A. Designation and Number. A series of Preferred Partnership Units, designated as Series E Preferred Partnership Units, is hereby established. The number of Series E Preferred Partnership Units shall be 4,822,000.

B. Rank. The Series E Preferred Partnership Units, with respect to rights to distributions and payments to Partners, the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, rank (a) prior or senior to the Common Partnership Units and all Partnership Units issued by the Partnership (“Junior Units”) the terms of which specifically provide that such Partnership Units rank junior to the Series D Preferred Partnership Units; (b) on a parity with the Series A Preferred Partnership Units, Series B-1 Preferred Partnership Units, Series D Preferred Partnership Units and all other Partnership Units issued in the future by the Partnership (“Parity Units”) the terms of which specifically provide that such Partnership Units rank on a parity with the Series E Preferred Partnership Units; (c) junior to all Partnership Units issued by the Partnership the terms of which specifically provide that such Partnership Units rank senior to the Series E Preferred Partnership Units; and (d) junior to all of the Partnership’s existing and future indebtedness.

C. Distributions.

(i) Pursuant to Section 8.1 of the Partnership Agreement but subject to the rights of holders of any Preferred Partnership Units ranking senior to the Series E Preferred Partnership Units as to the payment of distributions, Ashford OP Limited Partner LLC, in its capacity as the holder of the then outstanding Series E Preferred Partnership Units, shall be entitled to receive, when, as and if authorized by the General Partner, from the Cash Flow, cumulative quarterly preferential cash distributions in an amount per Series E Preferred Partnership Unit equal to 9.000% of the $25.00 liquidation preference per annum (equivalent to a fixed annual amount of $2.25 per Series E Preferred Partnership Unit). Distributions of Preferred Return on the Series E Preferred Partnership Units shall be cumulative from the date of original issuance, whether or not in any distribution period or periods (i) such distributions shall be authorized by the General Partner, (ii) there shall be funds legally available for the payment of such distributions or (iii) any agreement prohibits the Partnership’s payment of such distributions, and such distributions shall be payable quarterly the 15th day of January, April, July and October of each year (or, if not a Business Day, the next succeeding Business Day). Any distribution of Preferred Return payable on the Series E Preferred Partnership Units for any partial distribution period will be computed on the basis of twelve 30-day months and a 360-day year. Distributions of Preferred Return will be payable in arrears to holders of record as they appear on the records of the Partnership at the close of business on the last day of each of March, June, September and December, as the case may be, immediately preceding the applicable distribution payment date, which dates shall be the Partnership Record Dates for the Series E Preferred Partnership Units. Except for distributions in liquidation or redemption as provided in Sections D and E,

Exhibit O - Page 1

respectively, holders of Series E Preferred Partnership Units will not be entitled to receive any distributions in excess of cumulative Preferred Returns accrued on the Series E Preferred Partnership Units at the rate specified in this paragraph. No interest will be paid in respect of any distribution payment or payments on the Series E Preferred Partnership Units that may be in arrears.

(ii) When distributions of Preferred Return are not paid in full upon the Series E Preferred Partnership Units or any other series of Parity Units, or a sum sufficient for such payment is not set apart, all distributions of Preferred Return authorized by the General Partner upon the Series E Preferred Partnership Units and any other series of Parity Units shall be authorized by the General Partner ratably in proportion to the respective amounts of such distributions accumulated, accrued and unpaid on the Series E Preferred Partnership Units and accumulated, accrued and unpaid on such Parity Units. Except as set forth in the preceding sentence, unless distributions on the Series E Preferred Partnership Units equal to the full amount of accumulated, accrued and unpaid distributions of Preferred Return have been or contemporaneously are authorized by the General Partner and paid, or authorized by the General Partner and a sum sufficient for the payment thereof set apart for such payment for all past distribution periods, no distributions (other than distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units) shall be authorized by the General Partner or paid or set aside for payment by the Partnership with respect to any class or series of Parity Units. Unless full cumulative distributions of Preferred Return on the Series E Preferred Partnership Units have been paid or authorized by the General Partner and set apart for payment for all past distribution periods, no distributions (other than distributions paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units) shall be authorized by the General Partner or paid or set apart for payment by the Partnership with respect to any Junior Units, nor shall any Junior Units or Parity Units be redeemed, purchased or otherwise acquired for any consideration, or any monies be paid to or made available for a sinking fund for the redemption of any Junior Units or Parity Units (except by conversion or exchange for Junior Units, or options, warrants or rights to subscribe for or purchase Junior Units), nor shall any other cash or property be paid or distributed to or for the benefit of holders of Junior Units or Parity Units. Notwithstanding the foregoing, the General Partner shall not be prohibited from (i) authorizing or paying or setting apart for payment any Preferred Return or distribution on any Junior Units or Parity Units or (ii) redeeming, purchasing or otherwise acquiring any Junior Units or Parity Units, in each case, if such authorization, payment, redemption, purchase or other acquisition is necessary to maintain the Company’s qualification as a REIT.

(iii) No distribution of Preferred Return on the Series E Preferred Partnership Units shall be authorized by the General Partner or paid or set apart for payment at such time as the terms and provisions of any agreement of the Partnership, including any agreement of the Partnership relating to the Partnership’s indebtedness, prohibits such authorization, payment or setting apart for payment or provides that such authorization, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such authorization, payment or setting apart for payment shall be restricted or prohibited by law.

Exhibit O - Page 2

(iv) In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the Partnership) of Preferred Return or in redemption or otherwise, is permitted, amounts that would be needed, if the Partnership were to be dissolved at the time of the distribution, to satisfy the liquidation preference of the Series E Preferred Partnership Units (as provided in Section D below) will not be added to the Partnership’s total liabilities.

D. Liquidation Preference.

(i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner LLC, in its capacity as holder of the Series E Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 per Series E Preferred Partnership Unit, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to the date of final distribution, but Ashford OP Limited Partner LLC shall not be entitled to any further payment with respect thereto. If upon any liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner LLC, in its capacity as the holder of the Series E Preferred Partnership Units, shall be insufficient to pay in full the above described preferential distribution and liquidating distributions on any other series of Parity Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner LLC, in its capacity as the holder of the Series E Preferred Partnership Units, and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series E Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full.

(ii) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner LLC, in its capacity as the holder of the Series E Preferred Partnership Units, holders of the Series E Preferred Partnership Units shall have no right or claim to any of the remaining assets of the Partnership.

(iii) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

E. Redemption. In connection with the redemption by the Company of any shares of Series E Preferred Stock in accordance with the provisions of the Series E Articles Supplementary, the Partnership shall provide cash to Ashford OP Limited Partner LLC for such purpose which shall be equal to the redemption price (as set forth in the Series E Articles Supplementary), plus all distributions of Preferred Return accumulated and unpaid to, but not including, the Redemption Date (as defined in the Series E Articles Supplementary), and one Series E Preferred Partnership Unit shall be concurrently redeemed with respect to each share of Series E Preferred Stock so redeemed by the Company. From and after the applicable

Exhibit O - Page 3

Redemption Date, the Series E Preferred Partnership Units so redeemed shall no longer be outstanding and all rights hereunder, to distributions or otherwise, with respect to such Series E Preferred Partnership Units shall cease.

F. Voting Rights. Except as required by applicable law, the holder of the Series E Preferred Partnership Units, as such, shall have no voting rights.

G. Conversion. In connection with the conversion by the Company of any shares of Series E Preferred Stock into shares of REIT Common Shares in accordance with the provisions of the Series E Articles Supplementary, the Partnership shall convert Series E Preferred Partnership Units into Common Partnership Units and issue such Common Partnership Units to Ashford OP Limited Partner LLC. The number of Common Partnership Units into which the Series E Preferred Partnership Units are convertible shall be equal to the number of REIT Common Shares into which the Series E Preferred Stock is then being converted, as set forth in the Series E Articles Supplementary. From and after the applicable Conversion Date (as such term is defined in the Series E Articles Supplementary), the Series E Preferred Partnership Units so converted shall no longer be outstanding and all rights hereunder, to distributions or otherwise, with respect to such Series E Preferred Partnership Units shall cease.

H. Restriction on Ownership. The Series E Preferred Partnership Units shall be owned and held solely by Ashford OP Limited Partner LLC.

I. Allocations. Allocations of the Partnership’s items of income, gain, loss and deduction shall be allocated pro rata among holders of Series E Preferred Partnership Units in accordance with Article V of the Partnership Agreement.

Exhibit O - Page 4

EXHIBIT P

DISTRIBUTION OF INTERESTS IN ASHFORD HOSPITALITY PRIME LIMITED

PARTNERSHIP

On the Effective Date, the Partnership shall contribute certain assets to Ashford Hospitality Prime Limited Partnership (“Ashford Prime OP”) in exchange for common partnership units of Ashford Prime OP. The Partnership shall retain 4,977,853.1 of the common partnership interests of Ashford Prime OP, and the General Partner shall cause the Partnership to make a disproportionate distribution of the other common partnership units of Ashford Prime OP to the Limited Partners, as follows: 9,854,886.074 common partnership units of Ashford Prime OP to Ashford OP Limited Partner LLC and 3,798,299.60 common partnership units of Ashford Prime OP pro rata to the other Limited Partners thereby reducing the number of Common Partnership Units held by Limited Partners, other than Ashford OP Limited Partner LLC by a factor of 1.179312318 to a total of 16,103,875. Immediately, thereafter the Common Partnership Units will be recapitalized by increasing each Common Partnership Unit by a factor of 1.179312318 such that Ashford OP Limited Partner LLC will own 80,565,563 Common Partnership Units and the other Limited Partners will own 18,991,498 Common Partnership Units, based on a Conversion Factor of 1.0.

Immediately following the distribution and recapitalization described above on the Effective Date, Ashford OP Limited Partner LLC will own 80,565,563 Common Partnership Units of the Partnership and all other Limited Partners, including LTIP Unitholders, will own 18,991,498 Common Partnership Units.

Exhibit P - Page 1

EX-10.2

Exhibit 10.2

8/15/13

FIRST AMENDMENT TO

HOTEL MASTER MANAGEMENT AGREEMENT

This FIRST AMENDMENT TO HOTEL MASTER MANAGEMENT AGREEMENT (this “First Amendment”) is dated as of the 19 day of November, 2013, by and between ASHFORD TRS CORPORATION, a Delaware corporation (“Lessee”), and REMINGTON LODGING & HOSPITALITY, LLC, a Delaware limited liability company (successor-in-interest to Remington Management, LP) (“Manager”).

RECITALS

WHEREAS, Lessee and Manager entered into that certain Hotel Master Management Agreement dated effective as of August 29, 2003 (the “Management Agreement”);

WHEREAS, Lessee and Manager desire to amend the Management Agreement as hereafter provided;

WHEREAS, capitalized terms appearing but not defined herein shall have their respective meanings as set forth in the Management Agreement;

NOW THEREFORE, in consideration of the premises, the mutual promises and covenants of the parties hereunder, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree that:

1. Definitions.

A. Section 1.01 is amended by adding the following definitions:

“Budgeted HP” shall mean the House Profit as set forth in the Annual Operating Budget for the applicable Fiscal Year, as approved by Lessee and Manager pursuant to Article X hereof.

“House Profit” shall mean the actual house profit of the Premises determined generally in accordance with the Uniform System of Accounts, consistently applied and consistent with the determination thereof in the Annual Operating Budget

“HP Test” shall have the meaning as set forth in Section 11.01B.

B. The definition of “Targeted RevPAR Yield Penetration” in Section 1.01 is amended and restated as follows:

“Targeted RevPAR Yield Penetration” shall mean, as to a Hotel, 80%.

C. The definition of “Cash Management Agreements” in Section 1.01 is amended and restated as follows:

“Cash Management Agreements” shall mean agreements, if any, entered into by Lessee, Landlord and a Holder for the collection and disbursement of any Gross Revenues, Deductions, Management Fees or excess Working

1

Capital with respect to the applicable Premises, which constitute a part of the loan documents executed and delivered in connection with any Hotel Mortgage by Landlord.

2. Incentive Fee / House Profit.

A. The first sentence of Section 11.01(B) is hereby amended and restated in its entirety to read as follows:

The incentive fee (the “Incentive Fee”) shall be equal to the lesser of (i) one percent (1%) of Gross Revenues for each Fiscal Year and (ii) the amount by which the actual House Profit exceeds the Budgeted HP determined on a property by property basis (“HP Test”).

B. Section 11.02(A) is hereby amended and restated in its entirety to read as follows:

Manager shall submit monthly, pursuant to Section 15.02, an interim accounting to Lessee showing Gross Revenues, Deductions, House Profit, Gross Operating Profit and Net Operating Income before Debt Service.

C. Section 11.02(C) is hereby amended and restated in its entirety to read as follows:

The Incentive Fee shall only be calculated and earned based upon the House Profit achieving the required HP Test for any given Fiscal Year or a portion thereof if the period of calculation cannot include the full period from January 1 to December 31.

3. Costs; Benefit Plans; Self-Insurance. Section 9.02 is hereby amended and restated in its entirety to read as follows:

A. Manager shall fix the employees’ terms of compensation and establish and maintain all policies relating to employment, so long as they are reasonable and in accordance with the Applicable Standards and the Annual Operating Budget. Without limiting the foregoing, Manager may, consistent with the applicable budgets, enroll the employees of the Hotel in pension, medical and health, life insurance, and similar employee benefit plans (“Benefit Plans”) substantially similar to plans reasonably necessary to attract and retain employees and generally remain competitive. The Benefit Plans may be joint plans for the benefit of employees at more than one hotel owned, leased or managed by Manager or Manager Affiliate Entities. Employer contributions to such plans (including any withdrawal liability incurred upon Termination of this Agreement) and reasonable administrative fees (but without further markup by Manager), which Manager may expend in connection therewith, shall be the responsibility of

2

Lessee and shall be a Deduction. The administrative expenses of any joint plans will be equitably apportioned by Manager among properties covered by such plan.

B. Manager may elect to enroll employees in a medical and health Benefit Plan that is a self insured health plan (the “Plan”). The aggregate actual costs incurred by Manager in operating and managing the Plan for a Plan year, including, without limitation, the administration and payment of claims, costs and fees of third party administration and gateway or reference pricing services, and premiums for stop-loss insurance and reinsurance policies are referred to herein as “Health Plan Costs”. Prior to the commencement of each Plan year, Manager shall in good faith establish premium levels for employee individual and family coverages based on relevant factors such as historic health service consumption by members participating in the Plan, participation in wellness programs, and the projected Health Plan Costs for the upcoming Plan year (the “Health Care Premiums”). The amount of employer contribution to Health Care Premiums for each employee at a Hotel shall be a Deduction for such Hotel, and Manager may periodically draw down from Gross Revenues for the Hotel the amount of such employer contribution to Health Care Premiums as same become payable under the terms of the Plan. In addition, to the extent that Health Plan Costs for a Plan year exceed Health Care Premiums collected for such Plan year, such excess shall be allocated on a pro rata basis by Manager among the properties covered by the Plan based on the number of members participating in the Plan, and to the extent allocable to a Hotel shall be a Deduction for such Hotel (for which Manager may periodically draw down from Gross Revenues for such Hotel). Manager shall establish one or more accounts into which Health Care Premiums shall be deposited and out of which Health Plan Costs shall be paid (collectively, the “Plan Account”). Manager may utilize a single Plan Account to pool the Health Care Premiums for all or any number of Hotels or properties covered by the Plan, including properties not leased by Lessee or its designees. Upon implementation of a Plan, Lessee shall initially fund into a separate reserve (the “Reserve Account”) an aggregate cash amount equal to fifteen percent (15%) of the estimated Health Plan Costs for the first Plan year allocable to all of the Hotels leased by Lessee which are covered by the Plan (the “Plan Reserve”). The Plan Reserve may pool the reserve funds collected pursuant to any similar requirement contained in any other management agreement covering properties covered by the Plan. Thereafter, Lessee shall be responsible to maintain the level of the Plan Reserve in an amount not less than ten percent (10%) of the estimated Health Plan Costs allocable to the Hotels for the then current Plan year, as same may be adjusted from time to time during such Plan year (the “Minimum Plan Reserve Balance”). Manager may transfer funds (a) from the Plan Reserve to the Plan Account as reasonably necessary to maintain at all times sufficient amounts in the Plan Account to pay Health Plan Costs allocable to the Hotels when due and payable, and (b) from the Plan Account to the Plan Reserve if Manager reasonably determines that the balance in the Plan Account (whether by deposit of Health Care Premiums or transfers from the Plan Reserve) exceeds that which is reasonably necessary to pay Health Plan Costs allocable to the Hotels when due and payable. If at any time during any Plan year the balance in the Plan Reserve

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allocable to the Hotels falls below the Minimum Plan Reserve Balance, including by reason of transfers of funds to the Plan Account or an increase in the estimated Health Plan Costs allocable to the Hotels for the then current Plan year (the “Reserve Shortfall”), Lessee shall deposit into the Reserve Account the amount of the Reserve Shortfall within ten (10) days after receipt of Manager’s written or emailed request therefore. If Lessee fails to timely deposit the Reserve Shortfall, Manager shall have the right (in addition to Manager’s other remedies under this Agreement) to draw down from Gross Revenues for the Hotels the amount of the Reserve Shortfall. If Gross Revenues are not sufficient to fund the Reserve Shortfall, Manager shall have the right to withdraw the amount of the Reserve Shortfall from the Operating Accounts, the Capital Improvement Reserves, Working Capital or any other funds of Lessee held by or under the control of Manager for the Hotels. If at any time the balance in the Plan Reserve exceeds twenty percent (20%) of the estimated Health Plan Costs allocable to the Hotels for the then current Plan year, as same may be adjusted from time to time during such Plan year, such excess amounts shall be returned to Lessee. Manager may elect in connection with the Plan to make contributions to health reimbursement accounts (HRA) or health savings accounts (HSA) maintained for the benefit of employees (“HRA/HSA Fundings”). In the event Manager makes HRA/HSA Fundings for employees at a Hotel, such HRA/HSA Fundings shall not be considered Health Care Costs, but shall be a Deduction for such Hotel and shall be treated hereunder in the same manner as other Employee Costs and Expenses.

4. Employee Related Termination Costs; Contingency Period. Section 9.05 is hereby amended to provide that Employee Related Termination Costs shall include Health Plan Costs allocable to the Hotels that become payable under a Plan following a Termination. Manager shall be entitled to hold the balance of funds in the Plan Reserve to pay such Health Plan Costs as they become due for the following periods of time (the “Contingency Period”): (a) six (6) months following Termination with respect to Health Plan Costs relating to claims incurred prior to Termination, and eighteen (18) months following Termination with respect to COBRA liability (or such earlier date upon which there are no employees electing COBRA coverage relating to such Termination) (the “Contingent Costs”). In addition, in the event Manager reasonably determines that the balance of funds in the Plan Reserve is not sufficient to cover Manager’s estimate of Contingent Costs, Lessee shall deposit into the Plan Account on or before the date of Termination or following a Termination, within ten (10) days after receipt of Manager’s written request therefore, the amount that Manager reasonably determines is sufficient to cover Manager’s estimate of Contingent Costs (the “Contingent Shortfall”). If Lessee fails to timely deposit the Contingent Shortfall, Manager shall have the right (in addition to Manager’s other remedies under this Agreement) to draw down from Gross Revenues for the Hotels the amount of the Contingent Shortfall. If Gross Revenues are not sufficient to fund the Contingent Shortfall, Manager shall have the right to withdraw the amount of the Contingent Shortfall from the Operating Accounts, the Capital Improvement Reserves, Working Capital or any other funds of Lessee held by or under the control of Manager for the Hotels. Following the expiration of the Contingency Period for a Termination of this Agreement in its entirety, any balance remaining in the Plan Reserve shall be returned to Lessee.

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5. Miscellaneous. The parties hereto further agree as follows:

a. Management Agreement. The Management Agreement, as hereby amended, is hereby ratified and confirmed and shall continue in full force and effect.

b. Lessee and Manager Parties. Lessee executes this First Amendment on behalf of itself and each Lessee Designee that is a party to the Management Agreement as of the date hereof as a result of executing and delivering an Amendment (as defined in Section XXVI of the Management Agreement) with respect to a Hotel. Manager executes this First Amendment on behalf of itself and each Affiliate of Manager that is a party to the Management Agreement as of the date hereof as a result of executing and delivering an Amendment with respect to a Hotel.

c. Counterparts. This First Amendment may be executed in one or more counterparts, all of which together shall constitute one and the same agreement. Facsimile signatures shall be treated by the parties as original signatures provided that the parties agree to exchange confirmatory original signatures of facsimile documents.

[Signature pages to follow]

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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the day and year first above written.

OWNER:
ASHFORD TRS CORPORATION a Delaware corporation
By:	/s/ David Kimichik
Name:	David Kimichik
Title:	President
MANAGER:
REMINGTON LODGING & HOSPITALITY, LLC
A Delaware limited liability company
By:	/s/ Monty Bennett
Name:	Monty Bennett
Title:	CEO

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EX-10.3

Exhibit 10.3

8/15/13

FIRST AMENDMENT TO

HOTEL MASTER MANAGEMENT AGREEMENT

This FIRST AMENDMENT TO HOTEL MASTER MANAGEMENT AGREEMENT (this “First Amendment”) is dated as of the 19 day of November, 2013, by and between ASHFORD TRS CORPORATION, a Delaware corporation (“Lessee”), and REMINGTON LODGING & HOSPITALITY, LLC, a Delaware limited liability company (successor-in-interest to Remington Management, LP) (“Manager”).

RECITALS

WHEREAS, Lessee and Manager entered into that certain Hotel Master Management Agreement dated effective as of September 29, 2006 (the “Management Agreement”);

WHEREAS, Lessee and Manager desire to amend the Management Agreement as hereafter provided;

WHEREAS, capitalized terms appearing but not defined herein shall have their respective meanings as set forth in the Management Agreement;

NOW THEREFORE, in consideration of the premises, the mutual promises and covenants of the parties hereunder, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree that:

1. Definitions.

A. Section 1.01 is amended by adding the following definitions:

“Budgeted HP” shall mean the House Profit as set forth in the Annual Operating Budget for the applicable Fiscal Year, as approved by Lessee and Manager pursuant to Article X hereof.

“House Profit” shall mean the actual house profit of the Premises determined generally in accordance with the Uniform System of Accounts, consistently applied and consistent with the determination thereof in the Annual Operating Budget

“HP Test” shall have the meaning as set forth in Section 11.01B.

“Lessee Designee” means a wholly owned subsidiary of Lessee that leases a Hotel or Non-Managed Hotel from an Affiliate of the Partnership.

“Non-Managed Hotel” means any hotel or motel property leased by Lessee or a Lessee Designee from an Affiliate of the Partnership for which a Project Management Addendum has been executed and delivered by the parties thereto, and that is not a Hotel managed by Manager pursuant to an Amendment.

1

B. The definition of “Targeted RevPAR Yield Penetration” in Section 1.01 is amended and restated as follows:

“Targeted RevPAR Yield Penetration” shall mean, as to a Hotel, 80%.

C. The definition of “Cash Management Agreements” in Section 1.01 is amended and restated as follows:

“Cash Management Agreements” shall mean agreements, if any, entered into by Lessee, Landlord and a Holder for the collection and disbursement of any Gross Revenues, Deductions, Management Fees or excess Working Capital with respect to the applicable Premises, which constitute a part of the loan documents executed and delivered in connection with any Hotel Mortgage by Landlord.

2. Project Management Addendum. Lessee acknowledges and agrees that any Non-Managed Hotel leased by Lessee or a Lessee Designee from any Affiliates of the Partnership, unless (i) there has been an Independent Director Election (as defined in the Mutual Exclusivity Agreement) or (ii) the Non-Managed Hotel is subject to a management agreement pursuant to which the manager thereunder has the right to provide Project Management Work and/or Project Related Services and as has elected to do so, shall be subject to the terms and provisions of the Management Agreement that expressly relate to Non-Managed Hotels effective upon execution of an addendum to this Agreement (the “Project Management Addendum”) in the form of Exhibit “A” attached hereto; provided that there does not then exist an uncured Event of Default by Manager under the Management Agreement. Effective upon execution of said Project Management Addendum, all terms and conditions of the Management Agreement relating to Non-Managed Hotels shall be deemed amended to include and apply to such Non-Managed Hotel(s) as provided in the Project Management Addendum.

3. Term for Non-Managed Hotel. The Term of the Management Agreement for a Non-Managed Hotel shall commence on the Commencement Date noted in the Project Management Addendum for such Non-Managed Hotel. The provisions pertaining to the Expiration Date, renewal options and the Termination Dates described in clauses (i) and (ii) of Section 2.01 of the Management Agreement for a Hotel shall apply in equal manner to each Non-Managed Hotel, provided the termination fee described in Section 2.03(a)(i) of the Management Agreement (Sale of a Future Hotel) shall not apply to a sale of a Non-Managed Hotel.

4. Project Management Work and Project Related Services. The parties agree that (i) in consideration of the Project Management Fee, Manager shall be responsible for managing, coordinating, planning and executing the Capital Improvement Budget and all major repositionings of a Non-Managed Hotel (the “Project Management Work”), and (ii) Manager shall be paid Market Service Fees, subject to the Approval Requirement, for any Project Related Services provided to a Non-Managed Hotel, in each case on the same basis, terms and conditions as would apply to a Hotel that is managed by Manager. Notwithstanding the execution and delivery of a Project Management Addendum, the provisions of this Paragraph 4 shall apply only to the extent Lessee or a Lessee Designee, as applicable, has the right to direct such Project Management Work and Projected Related Services for a Non-Managed Hotel (e.g., the manager

2

for the Non-Managed Hotel does not have the right under its management agreement to direct Project Management Work or Project Related Services or such manager elects not to exercise such right).

5. Termination of a Non-Managed Hotel for Convenience. Lessee may terminate the Management Agreement with respect to a particular Non-Managed Hotel for convenience (except if due to a Sale of a Non-Managed Hotel, whereupon Section 2.03(a) shall govern) upon ninety (90) days Notice to Manager, and shall pay to Manager as liquidated damages but not as a penalty, a termination fee (provided that there does not then exist an Event of Default by Manager under this Agreement beyond any applicable cure or grace periods) in an amount equal to the product of (A) 65% of the aggregate Project Management Fees and Market Service Fees budgeted for the Non-Managed Hotel for the full current Fiscal Year in which such termination is to occur (but in no event less than the Project Management Fees and Market Service Fees for the preceding full Fiscal Year) TIMES(B) nine (9). No termination fee shall be payable by Lessee pursuant to this Section 5 if (a) Manager elects not to provide Project Related Services for a Non-Managed Hotel due to the Independent Directors of AHT voting that such Market Service Fees are not market pursuant to Section 8.02(I) of the Management Agreement, or (b) the manager for the Non-Managed Hotel has the right under its management agreement to direct Project Management Work or Project Related Services and subsequently elects to exercise such right.

6. Group Services. The following is added to Section 6.03:

Group Services shall include Manager’s costs relating to the establishment of an office(s) and the placement of Manager’s personnel at international locations as may be reasonably required to oversee the performance of its services and duties hereunder for international assets. International office expenses, overhead, international personnel costs and benefits, travel and other costs directly related to Manager’s personnel (other than property level personnel who are employed at a Hotel and whose Employee Costs and Expenses constitute Deductions) who oversee the operations of international assets shall be allocated pro-rata to international Hotels based on room count and/or revenues in a fair and equitable manner reasonably determined by Manager.

7. Incentive Fee / House Profit.

A. The first sentence of Section 11.01(B) is hereby amended and restated in its entirety to read as follows:

The incentive fee (the “Incentive Fee”) shall be equal to the lesser of (i) one percent (1%) of Gross Revenues for each Fiscal Year and (ii) the amount by which the actual House Profit exceeds the Budgeted HP determined on a property by property basis (“HP Test”).

B. Section 11.02(A) is hereby amended and restated in its entirety to read as follows:

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Manager shall submit monthly, pursuant to Section 15.02, an interim accounting to Lessee showing Gross Revenues, Deductions, House Profit, Gross Operating Profit and Net Operating Income before Debt Service.

C. Section 11.02(C) is hereby amended and restated in its entirety to read as follows:

The Incentive Fee shall only be calculated and earned based upon the House Profit achieving the required HP Test for any given Fiscal Year or a portion thereof if the period of calculation cannot include the full period from January 1 to December 31.

8. Costs; Benefit Plans; Self-Insurance. Section 9.02 is hereby amended and restated in its entirety to read as follows:

A. Manager shall fix the employees’ terms of compensation and establish and maintain all policies relating to employment, so long as they are reasonable and in accordance with the Applicable Standards and the Annual Operating Budget. Without limiting the foregoing, Manager may, consistent with the applicable budgets, enroll the employees of the Hotel in pension, medical and health, life insurance, and similar employee benefit plans (“Benefit Plans”) substantially similar to plans reasonably necessary to attract and retain employees and generally remain competitive. The Benefit Plans may be joint plans for the benefit of employees at more than one hotel owned, leased or managed by Manager or Manager Affiliate Entities. Employer contributions to such plans (including any withdrawal liability incurred upon Termination of this Agreement) and reasonable administrative fees (but without further markup by Manager), which Manager may expend in connection therewith, shall be the responsibility of Lessee and shall be a Deduction. The administrative expenses of any joint plans will be equitably apportioned by Manager among properties covered by such plan.

B. Manager may elect to enroll employees in a medical and health Benefit Plan that is a self insured health plan (the “Plan”). The aggregate actual costs incurred by Manager in operating and managing the Plan for a Plan year, including, without limitation, the administration and payment of claims, costs and fees of third party administration and gateway or reference pricing services, and premiums for stop-loss insurance and reinsurance policies are referred to herein as “Health Plan Costs”. Prior to the commencement of each Plan year, Manager shall in good faith establish premium levels for employee individual and family coverages based on relevant factors such as historic health service consumption by members participating in the Plan, participation in wellness programs, and the projected Health Plan Costs for the upcoming Plan year (the “Health Care Premiums”). The amount of employer contribution to Health Care Premiums for each employee at a Hotel shall be a Deduction for such Hotel, and Manager may periodically draw down from Gross Revenues for the Hotel the amount of such employer contribution to Health Care Premiums as same become payable under

4

the terms of the Plan. In addition, to the extent that Health Plan Costs for a Plan year exceed Health Care Premiums collected for such Plan year, such excess shall be allocated on a pro rata basis by Manager among the properties covered by the Plan based on the number of members participating in the Plan, and to the extent allocable to a Hotel shall be a Deduction for such Hotel (for which Manager may periodically draw down from Gross Revenues for such Hotel). Manager shall establish one or more accounts into which Health Care Premiums shall be deposited and out of which Health Plan Costs shall be paid (collectively, the “Plan Account”). Manager may utilize a single Plan Account to pool the Health Care Premiums for all or any number of Hotels or properties covered by the Plan, including properties not leased by Lessee or its designees. Upon implementation of a Plan, Lessee shall initially fund into a separate reserve (the “Reserve Account”) an aggregate cash amount equal to fifteen percent (15%) of the estimated Health Plan Costs for the first Plan year allocable to all of the Hotels leased by Lessee which are covered by the Plan (the “Plan Reserve”). The Plan Reserve may pool the reserve funds collected pursuant to any similar requirement contained in any other management agreement covering properties covered by the Plan. Thereafter, Lessee shall be responsible to maintain the level of the Plan Reserve in an amount not less than ten percent (10%) of the estimated Health Plan Costs allocable to the Hotels for the then current Plan year, as same may be adjusted from time to time during such Plan year (the “Minimum Plan Reserve Balance”). Manager may transfer funds (a) from the Plan Reserve to the Plan Account as reasonably necessary to maintain at all times sufficient amounts in the Plan Account to pay Health Plan Costs allocable to the Hotels when due and payable, and (b) from the Plan Account to the Plan Reserve if Manager reasonably determines that the balance in the Plan Account (whether by deposit of Health Care Premiums or transfers from the Plan Reserve) exceeds that which is reasonably necessary to pay Health Plan Costs allocable to the Hotels when due and payable. If at any time during any Plan year the balance in the Plan Reserve allocable to the Hotels falls below the Minimum Plan Reserve Balance, including by reason of transfers of funds to the Plan Account or an increase in the estimated Health Plan Costs allocable to the Hotels for the then current Plan year (the “Reserve Shortfall”), Lessee shall deposit into the Reserve Account the amount of the Reserve Shortfall within ten (10) days after receipt of Manager’s written or emailed request therefore. If Lessee fails to timely deposit the Reserve Shortfall, Manager shall have the right (in addition to Manager’s other remedies under this Agreement) to draw down from Gross Revenues for the Hotels the amount of the Reserve Shortfall. If Gross Revenues are not sufficient to fund the Reserve Shortfall, Manager shall have the right to withdraw the amount of the Reserve Shortfall from the Operating Accounts, the Capital Improvement Reserves, Working Capital or any other funds of Lessee held by or under the control of Manager for the Hotels. If at any time the balance in the Plan Reserve exceeds twenty percent (20%) of the estimated Health Plan Costs allocable to the Hotels for the then current Plan year, as same may be adjusted from time to time during such Plan year, such excess amounts shall be returned to Lessee. Manager may elect in connection with the Plan to make contributions to health reimbursement

5

accounts (HRA) or health savings accounts (HSA) maintained for the benefit of employees (“HRA/HSA Fundings”). In the event Manager makes HRA/HSA Fundings for employees at a Hotel, such HRA/HSA Fundings shall not be considered Health Care Costs, but shall be a Deduction for such Hotel and shall be treated hereunder in the same manner as other Employee Costs and Expenses.

9. Employee Related Termination Costs; Contingency Period. Section 9.05 is hereby amended to provide that Employee Related Termination Costs shall include Health Plan Costs allocable to the Hotels that become payable under a Plan following a Termination. Manager shall be entitled to hold the balance of funds in the Plan Reserve to pay such Health Plan Costs as they become due for the following periods of time (the “Contingency Period”): (a) six (6) months following Termination with respect to Health Plan Costs relating to claims incurred prior to Termination, and eighteen (18) months following Termination with respect to COBRA liability (or such earlier date upon which there are no employees electing COBRA coverage relating to such Termination) (the “Contingent Costs”). In addition, in the event Manager reasonably determines that the balance of funds in the Plan Reserve is not sufficient to cover Manager’s estimate of Contingent Costs, Lessee shall deposit into the Plan Account on or before the date of Termination or following a Termination, within ten (10) days after receipt of Manager’s written request therefore, the amount that Manager reasonably determines is sufficient to cover Manager’s estimate of Contingent Costs (the “Contingent Shortfall”). If Lessee fails to timely deposit the Contingent Shortfall, Manager shall have the right (in addition to Manager’s other remedies under this Agreement) to draw down from Gross Revenues for the Hotels the amount of the Contingent Shortfall. If Gross Revenues are not sufficient to fund the Contingent Shortfall, Manager shall have the right to withdraw the amount of the Contingent Shortfall from the Operating Accounts, the Capital Improvement Reserves, Working Capital or any other funds of Lessee held by or under the control of Manager for the Hotels. Following the expiration of the Contingency Period for a Termination of this Agreement in its entirety, any balance remaining in the Plan Reserve shall be returned to Lessee.

10. Miscellaneous. The parties hereto further agree as follows:

a. Management Agreement. The Management Agreement, as hereby amended, is hereby ratified and confirmed and shall continue in full force and effect.

b. Lessee and Manager Parties. Lessee executes this First Amendment on behalf of itself and each Lessee Designee that is a party to the Management Agreement as of the date hereof as a result of executing and delivering an Amendment (as defined in Section XXVI of the Management Agreement) with respect to a Hotel. Manager executes this First Amendment on behalf of itself and each Affiliate of Manager that is a party to the Management Agreement as of the date hereof as a result of executing and delivering an Amendment with respect to a Hotel.

c. Counterparts. This First Amendment may be executed in one or more counterparts, all of which together shall constitute one and the same agreement. Facsimile signatures shall be treated by the parties as original signatures provided that the parties agree to exchange confirmatory original signatures of facsimile documents.

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[Signature pages to follow]

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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the day and year first above written.

OWNER:
ASHFORD TRS CORPORATION a Delaware corporation
By:	/s/ David Kimichik
Name:	David Kimichik
Title:	President
MANAGER:
REMINGTON LODGING & HOSPITALITY, LLC
A Delaware limited liability company
By:	/s/ Monty Bennett
Name:	Monty Bennett
Title:	CEO

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Exhibit A

Form of Addendum

Project Management Addendum

to Hotel Master Management Agreement

                , 20        

Remington Lodging & Hospitality, LLC

14185 Dallas Parkway, Suite 1150

Dallas, Texas 75254

Attn: Mr. Monty Bennett

Re: Project Management of a – New Non-Managed Hotel by Remington Lodging & Hospitality, LLC

Dear Mr. Bennett:

Please refer to the Hotel Master Management Agreement, dated as of September 29, 2006, as amended by that certain First Amendment to Hotel Master Management Agreement dated as of                     , 2013 (collectively, the “Management Agreement”), between Ashford TRS Corporation, a Delaware corporation (“Lessee”) and Remington Lodging & Hospitality, LLC, a Delaware limited liability company (“Manager”). Capitalized terms appearing but not defined herein shall have the meanings ascribed to such terms in the Management Agreement.

Effective as of the date hereof (the “Commencement Date”), Lessee, through its wholly owned subsidiary, Ashford TRS                     LLC, a Delaware limited liability company, as “Lessee Designee”, hereby appoints Manager to perform Project Management Work and Project Related Services for the                     property located at the location set forth on Exhibit “A” attached to this Project Management Addendum (the “New Hotel”), in exchange for payment by Lessee Designee of the Project Management Fee and Market Service Fees, all in accordance with and subject to the terms and conditions of the Management Agreement.

In addition:

1. The New Hotel shall constitute an “Non-Managed Hotel” under the Management Agreement. Lessee Designee shall be a party to the Management Agreement as a “Lessee Designee” and agrees to be bound by all of the terms and conditions of the Management Agreement as “Lessee Designee” thereunder to the extent same are applicable to a Non-Managed Hotel. Lessee shall have no obligations under the Management Agreement with respect to the New Hotel, and Lessee Designee shall have no obligations under the Management Agreement with respect to any of the other Hotels or Non-Managed Hotels (other than the New Hotel).

2. Remington’s retention by Lessee Designee to perform Project Management Work and Project Related Services at the New Hotel from and after the Effective Date shall be subject to the terms and conditions of the Management Agreement to the same extent as if Lessee Designee were the “Lessee” thereunder.

[Signature pages to follow]

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Please execute in the space provided for your signature below to evidence your agreement to the contents of this Project Management Addendum.

Sincerely yours,
LESSEE:
ASHFORD TRS CORPORATION, a Delaware corporation
By:
Name:	David J. Kimichik
Title:	President
LESSEE DESIGNEE:
ASHFORD TRS                      LLC, a Delaware limited liability company
By:
Name:	David J. Kimichik
Title:	President

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AGREED TO AND ACCEPTED
AS OF                     , 20        :
MANAGER:
REMINGTON LODGING & HOSPITALITY, LLC, a Delaware limited liability company
By:
	Monty Bennett
	CEO

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EXHIBIT “A”

Hotel Information

Affiliate
Property Owner Property

12

EX-10.4

Exhibit 10.4

FIRST AMENDMENT TO MUTUAL EXCLUSIVITY AGREEMENT

THIS FIRST AMENDMENT TO MUTUAL EXCLUSIVITY AGREEMENT (this “Amendment”) is made this 19th day of November, 2013, by and among Ashford Hospitality Limited Partnership, a Delaware limited partnership (the “Partnership”), Ashford Hospitality Trust, Inc., a Maryland corporation (the “REIT”), and Remington Lodging & Hospitality, LLC, a Delaware limited liability company (successor-in-interest to Remington Hotel Corporation and Remington Lodging & Hospitality, L.P. under the Agreement) (“Manager”), and is consented and agreed to by Monty J. Bennett, on behalf of the Remington Affiliates.

RECITALS:

WHEREAS, on August 29, 2003, the Partnership, the REIT, Remington Hotel Corporation and Remington Lodging & Hospitality, L.P. entered into that certain Mutual Exclusivity Agreement (the “Agreement”);

WHEREAS, Manager is the successor-in-interest to Remington Hotel Corporation and Remington Lodging & Hospitality, L.P. under the Agreement;

WHEREAS, on the date hereof, the REIT has distributed to its shareholders all of the shares it held in Ashford Hospitality Prime, Inc. (“Prime REIT”);

WHEREAS, Ashford Hospitality Advisors, LLC (“Ashford Advisor”) is a wholly-owned subsidiary of the REIT and provides advisory services to Prime REIT pursuant to that certain Advisory Agreement of even date herewith by and among Ashford Advisor, Prime REIT and Ashford Hospitality Prime Limited Partnership (“Prime Partnership”) (the “Prime Advisory Agreement”);

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

WHEREAS, Prime REIT, Prime Partnership and Manager entered into that certain Ashford Prime Mutual Exclusivity Agreement of even date herewith (the “Prime Exclusivity Agreement”) whereby Manager and its Affiliates agree, among other things, to grant to Prime REIT and Prime Partnership an exclusive first right of refusal to purchase and assume from Manager any opportunity identified by Manager to develop and construct, acquire all or a portion of, or invest in, a Hotel Property that meets the Initial Investment Guidelines of Prime REIT and Prime Partnership (collectively, the “Prime Parties”), as defined in the Prime Exclusivity Agreement;

WHEREAS, the rights granted by Manager to the Prime Parties under the Prime Exclusivity Agreement conflict with the AHT Exclusivity Rights under the Agreement;

WHEREAS, in order to resolve such conflict, the Partnership, the REIT, Manager and the Remington Affiliates desire to amend the Agreement as expressly provided herein;

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WHEREAS, capitalized terms appearing but not defined herein shall have the meanings ascribed thereto as set forth in the Agreement;

NOW, THEREFORE, in consideration of the covenants and mutual promises contained herein and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties intending to be legally bound, hereby agree as follows:

1. Remington Transaction Subordination. The REIT and the Partnership (the “REIT Parties”) consent to the Prime Exclusivity Agreement. With respect to any Remington Transaction involving a Hotel Property that meets the Initial Investment Guidelines of the Prime Parties, the REIT Parties hereby agree that its right to accept such Remington Transaction pursuant to the Agreement shall be subordinate to the rights of the Prime Parties to accept such Remington Transaction pursuant to the Prime Exclusivity Agreement (the “Subordination”).

If the Prime Parties materially modify their Initial Investment Guidelines without the written consent of Manager (on behalf of the Remington Parties) and the REIT Parties, which consent may be withheld in their sole and absolute discretion, the Subordination agreed to by the REIT Parties shall terminate and be of no further force and effect. Instead, the rights of the REIT Parties to accept any Remington Transaction pursuant to the Agreement shall be superior to the rights of the Prime Parties to accept such Remington Transaction pursuant to the Prime Exclusivity Agreement, unless otherwise agreed by the REIT Parties. For purposes hereof, a “material” modification of the Prime Parties’ Initial Investment Guidelines shall mean any modification of the Initial Investment Guidelines which cause the Prime Parties’ Investment Guidelines to be competitive with the REIT’s investment guidelines, which the parties acknowledge includes all segments of the hospitality industry (including direct, joint ventures 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.

2. Ashford Advisor. Upon Manager identifying a Remington Transaction that meets the Initial Investment Guidelines of the Prime Parties, Manager will submit the Remington Notice to both the REIT Parties pursuant to the Agreement and the Prime Parties pursuant to the Prime Exclusivity Agreement. If both the REIT Parties and the Prime Parties accept the Remington Transaction in accordance with the terms of the Agreement and Prime Exclusivity Agreement, respectively, (a) the Remington Transaction shall be deemed accepted by the Prime Parties, and (b) if the Remington Transaction is deemed accepted by the Prime Parties and the right of the Prime Parties to assume and purchase the Remington Transaction shall subsequently lapse or fail to close pursuant to the terms of the Prime Exclusivity Agreement, Manager shall send a new Remington Notice to the REIT Parties and the REIT Parties shall have the right to accept the Remington Transaction in accordance with the terms of the Agreement. The procedures set forth in this Section 2 shall apply with respect to any new Remington Notice issued pursuant to Section 4(d) of the Agreement.

3. Section 3(a)(i) of the Agreement is hereby amended and restated in its entirety to read as follows:

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“Monty J. Bennett (1) is removed without Cause, (2) is not re-appointed as chief executive officer or chairman of the board of directors of the REIT, (3) resigns as chief executive officer or chairman of the board of directors of the REIT for Good Reason or as a result of a Change in Control (within 12 months of the occurrence of such event), or (4) the Employment Agreement is not renewed; but with respect to all of the foregoing, excluding in connection with the death of Monty J. Bennett;”

4. Section 3(a)(ii) of the Agreement is hereby amended and restated in its entirety to read as follows:

“Archie Bennett, Jr. (1) is removed as Chairman Emeritus, or (2) the REIT breaches that certain Chairman Emeritus Agreement dated January 7, 2013, among the REIT, the Partnership and Archie Bennett, Jr.; but with respect to all of the foregoing, excluding in connection with the death of Archie Bennett, Jr.;”

5. Section 3(b)(ii) of the Agreement is hereby amended and restated in its entirety to read as follows:

“If Monty J. Bennett resigns as chief executive officer and chairman of the board of directors of the REIT without Good Reason; provided, however, the retirement of Monty J. Bennett as chief executive officer or chairman of the REIT shall not constitute a REIT Termination Event unless and until a REIT Termination Event described in Section 3(b)(iv) shall occur;”

6. Section 9(c) of the Agreement is hereby modified by adding the following sentence at the end of such section:

“Notwithstanding the foregoing, Manager shall have the right, without such consent, to assign its interest in this Agreement to any Manager Affiliate Entity (as defined in the Master Management Agreement), provided such Manager Affiliate Entity qualifies as an Eligible Independent Contractor (as defined in the Master Management Agreement) as of the date of such transfer.

7. Exhibit “B” of the Agreement is hereby amended and restated in its entirety with Exhibit “A” attached hereto and incorporated herein by reference for all purposes.

8. Miscellaneous.

(a) In the event of any inconsistencies between the terms and conditions of this Amendment and the terms and conditions of the Agreement, the terms and conditions of this Amendment shall control.

(b) Except as modified pursuant hereto, no other changes or modifications to the Agreement are intended or implied and in all other respects the Agreement is hereby specifically ratified and confirmed by all parties hereto effective as of the date hereof. The Agreement and this Amendment shall be read and construed as one Agreement.

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(c) This Amendment shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns.

(d) This Amendment may be executed in two or more counterparts each of which shall deemed to be an original, but all of which taken together shall constitute one and the same instrument. When counterparts have been executed by all parties, they shall have the same effect as if the signatures to each counterpart or copy were upon the same document and copies of such documents shall be deemed valid as originals. The parties agree that all such signatures may be transferred to a single document upon the request of any party.

[Signature Pages to Follow]

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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have executed this Amendment as of the date first above written.

PARTNERSHIP:
	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
		Name:	David A. Brooks
		Title:	Vice President
REIT:
	ASHFORD HOSPITALITY TRUST, INC., a Maryland corporation
	By:	/s/ David Brooks
	Name:	David Brooks
	Title:	Chief Operating Officer and General Counsel
MANAGER:
	REMINGTON LODGING & HOSPITALITY, LLC, a Delaware limited liability company
	By:	/s/ Monty J. Bennett
	Name:	Monty J. Bennett
	Title:	CEO

CONSENTED AND AGREED TO THIS 19

DAY OF November, 2013:

/s/ Monty J. Bennett        

MONTY J. BENNETT

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EXHIBIT A

EXHIBIT “B”

DEVELOPMENT AGREEMENT

THIS DEVELOPMENT AGREEMENT (the “Agreement”) dated as of             , 2013 (the “Effective Date”), by and between ASHFORD HOSPITALITY TRUST LIMITED PARTNERSHIP, a Delaware limited partnership (“Owner”) and REMINGTON LODGING & HOSPITALITY LLC, a Delaware limited liability company [OR REMINGTON AFFILIATE] (“Developer”).

R E C I T A L S:

A. Owner owns that certain tract or parcel of land situated in             County,             , as more particularly described on Exhibit “A” attached hereto and made a part hereof for all purposes (the “Land”).

B. Owner desires to engage Developer to develop an approximate             room             hotel and to furnish and perform the functions and services hereinafter prescribed, and Developer desires to accept such engagement, all for the term and subject to the covenants, agreements, and stipulations hereinafter set forth.

A G R E E M E N T S:

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the following respective meanings:

1.1. Affiliate. The term “Affiliate” shall mean with respect to any entity, any firm, corporation, partnership, association, trust or other entity which, directly or indirectly, controls, is controlled by, or is under common control with, the subject entity, or any family member or trust for the benefit of a family member of a person having control of such entity. For purposes hereof, the term “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of any such person or entity, whether through the ownership of voting securities, by contract, or otherwise.

1.2. Agreement. The term “Agreement” shall mean this Development Agreement.

1.3. Ashford TRS. The term “Ashford TRS” shall mean Ashford TRS Corporation, a Delaware corporation.

1.4. Commencement Date. The term “Commencement Date” shall mean the date on which Developer certifies to Owner in writing that construction has commenced for the development of the Project by the primary contractor after (i) the issuance of the building permit and other permits necessary for the commencement of construction issued under applicable Legal Requirements, (ii) the execution and delivery of the Construction Loan Documents, if applicable, (iii) the approval of the proposed platting, if applicable, for the Land under applicable Legal Requirements, and (iv) the approval of the applicable site plan for the Project under applicable Legal Requirements.

1.5. Completion Date. The term “Completion Date” shall mean the first day by which (i) the Project Architect has certified that the construction, equipping and furnishing of the Project has been substantially completed in accordance with the Plans and Specifications, (ii) the applicable governmental authorities have issued all necessary certificates of occupancy and other consents and approvals in respect of or necessary for the operation of the Project as an operating Hotel, (iii) the Franchisor has authorized the opening of the Hotel and the operation thereof under the terms of the Franchise Agreement, and (iv) the Project is opened to the public for business as [a] [an]             Hotel.

1.6. Conceptual Plan Phase. The term “Conceptual Plan Phase” shall have the meaning given such term in Section 2.2 hereof.

1.7. [Construction Loan Agreement. The term “Construction Loan Agreement” shall mean that certain loan agreement part of the Construction Loan Documents.] [IF APPLICABLE]

1.8. [Construction Loan Documents. The term “Construction Loan Documents” shall mean each and every document or instrument executed in connection with or as security for the construction loan for the Project.] [IF APPLICABLE]

1.9. Design Phase. The term “Design Phase” shall have the meaning given such term in Section 2.2 hereof.

1.10. Developer. The term “Developer” shall have the meaning attributed to it in the preamble to this Agreement.

1.11. Developer Default. The term “Developer Default” shall have the meaning attributed to it in Section 3.3.1.

1.12. Developer’s Fee. The term “Developer’s Fee” shall have the meaning attributed to it in Section 5.1.

1.13. Development Budget. The term “Development Budget” shall mean the development budget for the Project approved by Owner and Lender, if applicable, in the form attached hereto as Exhibit “B” and made a part hereof for all purposes, to be proposed by Developer pursuant to Section 2.2 hereof, and as updated and revised, from time to time, with Owner’s approval.

1.14. Development Plan. The term “Development Plan” shall mean the plan for the development and construction of an approximate             room             hotel and all related amenities, parking areas and other improvements, to be approved by Owner pursuant to Section 2.2 below.

1.15. Force Majeure. The term “Force Majeure” shall mean any act of God (including adverse weather conditions); act of the state or federal government in its sovereign or contractual capacity; war; civil disturbance, riot or mob violence; terrorism; earthquake; flood; fire or other casualty; epidemic; quarantine restrictions; labor strikes or lockout; freight embargo; materials

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shortages or unusual unavailability of specified materials, or similar causes beyond the reasonable control of Developer.

1.16. Franchisor. The term “Franchisor” shall mean             .

1.17. Franchise Agreement. The term “Franchise Agreement” shall mean the contract entered into between Owner and Franchisor pertaining to the name and operating procedures, systems and standards for the Hotel.

1.18. Franchisor Requirements. The term “Franchisor Requirements” shall mean the conditions, guidelines and requirements of Franchisor applicable to the Project and the operation of the Hotel for the issuance of the Franchise Agreement by Franchisor.

1.19. Hotel. The term “Hotel” shall mean the proposed improvements to be constructed on the Land comprised of an approximate             -story Hotel with not less than             guest [rooms][suites] to be operated under the Franchise Agreement and to be constructed in accordance with the Plans and Specifications.

1.20. Land. The term “Land” shall have the meaning attributed to it in the first recital hereof.

1.21. Legal Requirements. The term “Legal Requirements” shall mean all laws, statutes, ordinances, orders, rules, regulations, permits, licenses, authorizations, directions and requirements of all governments and governmental authorities, which now or hereafter may be applicable to the Project and the operation of the Hotel.

1.22. Lender. The term “Lender” shall mean             .

1.23. Management Agreement. The term “Management Agreement” shall mean that certain Hotel Master Management Agreement between Ashford TRS, an affiliate of Owner and Manager, an affiliate of Developer.

1.24. Manager. The term “Manager” shall mean Remington Lodging & Hospitality LLC, a Delaware limited liability company.

1.25. Objection Notice. The term “Objection Notice” shall have the meaning given such term in Section 2.2. hereof.

1.26. Outside Completion Date. The term “Outside Completion Date” shall [have the meaning as set forth in the Construction Loan Agreement entered into or to be entered into between Lender and Owner][mean             ].

1.27. Owner. The term “Owner” shall have the meaning attributed to it in the preamble to this Agreement.

1.28. Owner Delays. The term “Owner Delays” shall mean delays caused by actions or inactions of Owner with respect to any review, approval, funding, and other requirements and rights of Owner under this Agreement.

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1.29. Owner Default. The term “Owner Default” shall have the meaning attributed to it in Section 3.2.2.

1.30. Person. The term “Person” shall mean an individual, partnership, corporation, trust, unincorporated association, or other entity or association.

1.31. Plans and Specifications. The term “Plans and Specifications” shall mean the architectural plans and specifications for the Project prepared by the Project Architect and approved by Owner and Lender.

1.32. Project. The term “Project” shall mean the Hotel, together with other related improvements, to be constructed on the Land.

1.33. Project Architect. The term “Project Architect” shall mean [            ] [the architect recommended by Developer and approved by Owner].

1.34. State. The term “State” shall mean             .

2. Engagement of Developer.

2.1. Engagement. Owner hereby engages the services of Developer, as Owner’s developer for the Project, with the powers and duties of arranging, supervising, coordinating, and carrying out the development of the Project, and Developer undertakes and accepts such engagement, subject to the terms and provisions of this Agreement.

2.2. Development Plan. During the first             days after the Effective Date (the “Conceptual Plan Phase”), Developer shall work with Owner and Franchisor to develop a conceptual Development Plan for the Project which shall include (i) a schematic representation of the Hotel and proposed improvements (with exterior elevation), (ii) a preliminary Development Budget, (iii) recommended contractors, (iv) recommended architects, (v) listing of major construction materials, (vi) listing of recommended interior selections, and (vii) other matters, all of sufficient scope to establish a basis for performance of the development on the Project. Upon Owner’s and Franchisor’s, as applicable, approval of the Conceptual Development Plan, Manager shall then engage, on behalf of Owner, the Project Architect to prepare plans and specifications for completion within             days after the expiration of the Conceptual Plan Phase and engagement of the Project Architect (the “Design Phase”). During the Design Phase, Manager shall supervise and direct, on behalf of Owner, the completion of the Plans and Specifications for Owner’s review and approval. Manager shall consult with and coordinate the preparation of the Plans and Specifications with the Franchisor at 50%, 75% and 100% completion. A preliminary Development Budget has been prepared by Developer and delivered to Owner. Consistent with the terms set forth in the preliminary Development Budget, Developer shall further refine and provide more detail during the Design Phase with the intent that upon conclusion of all Plans and Specifications for the intended and approved Development Plan, Developer shall submit a complete Development Budget to Owner for Owner’s approval. Upon receipt thereof, with appropriate supporting information including trade costs breakdowns, construction schedules and other items reasonably requested by Owner after all appropriate bidding has concluded, Owner shall reasonably cooperate with Developer in developing the final and approved Development Budget. The Development Budget and the Development Plan shall

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not be deemed accepted by Owner in the absence of its express written approval. Not later than thirty (30) days after receipt by Owner of the proposed Development Budget and the Development Plan (or such longer period as Owner may reasonably request on notice to Developer), Owner may deliver a notice (an “Objection Notice”) to Developer stating that Owner objects to any information contained in or omitted from such proposed Development Budget and Development Plan, and setting forth the nature of such objections with reasonable specificity. Failure of Owner to timely deliver an Objection Notice shall be deemed a rejection of the Developer’s proposed Development Budget in its entirety. Upon receipt of any Objection Notice, the Developer shall, after consultation with Owner, modify the proposed Development Budget and the Development Plan, taking into account Owner’s objections, and shall resubmit the same to Owner for Owner’s approval within fifteen (15) days thereafter (or such additional time as may be reasonably required with the reasonable approval of Owner), and Owner may deliver further Objection Notices (if any) within fifteen (15) days thereafter (in which event, the resubmission and review process described above in this sentence shall continue until the proposed Development Budget and Development Plan in question is accepted and consented to by Owner).

Notwithstanding anything to the contrary set forth herein, Owner shall have the right at any time subsequent to the acceptance and consent with respect to any Development Budget or the Development Plan, on notice to Developer, to revise such Development Budget and Development Plan or to request that Developer prepare for Owner’s reasonable approval a revised Development Budget or Development Plan, taking into account such circumstances as Owner deems reasonably appropriate; provided, however, the revision of a Development Budget or Development Plan shall not be deemed a revocation of the Developer’s authority with respect to such actions as the Developer may have already taken (including, without limitation, construction contracts, architectural agreements, professional services contracts, and other contracts executed in connection with the authority granted herein) prior to receipt of such revision notice in implementing a previously approved Development Budget or Development Plan.

2.3. Delegation of Authority. The development of the Project shall be under the supervision and control of Developer who, except as otherwise specifically provided herein, shall be responsible for the completion of the Project prior to the Outside Completion Date, subject to Force Majeure and/or Owner Delays, materially in accordance with the Plans and Specifications, [the Construction Loan Documents,] applicable Legal Requirements, and the Franchisor Requirements. Accordingly, subject to the terms of this Agreement, the Plans and Specifications, the Development Plan and the Development Budget, Developer shall have the authority to:

(a) Negotiate, execute and effect the administration of, in the name of and on behalf of Owner, any agreements for architectural, engineering, testing, and/or professional or skilled consultant’s services, and any agreements for the construction of any and all improvements, including, but not limited to, the furnishing of any supplies, materials, machinery or equipment therefor, and any amendments of the foregoing.

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(b) Consult with architects, engineers, and others referred to in Section 2.2(a) above so that the design and Plans and Specifications for the Hotel will be prepared, developed and finalized to the reasonable satisfaction of Owner.

(c) Secure or cause the appropriate parties engaged by the Owner to secure all required permits, licenses, and approvals from applicable authorities in connection with: (i) the demolition of any existing structure on the Land; (ii) the construction, completion and occupancy of the Hotel; and (iii) the development and operation of the Hotel, regardless of when and from what source they are to be obtained.

(d) Cause the appropriate parties engaged by the Developer to prepare a project time construction schedule for reasonable approval by Owner and effect coordination and integration of the various services required for the construction and completion of the Hotel in conformity with such schedules, subject to delay due to Force Majeure and Owner Delays.

(e) Recommend the Project general contractor for approval by Owner (not to be unreasonably withheld) and then select other professional consultants and engineers necessary to complete the development of the Project and supervise the negotiation and execution of all construction and professional service contracts and any revisions, amendments or supplements thereto.

(f) If required by Owner [or Lender], require the Project general contractor to provide at its expense a payment bond and a performance bond, each in an amount equal to 100% of the respective contracts issued by a financially responsible surety company licensed by the State in which the Project is located, insuring to Owner’s [and Lender’s] reasonable satisfaction that the services called for in the Project general contractor’s contract will be completed and fully paid.

(g) Advise and assist Owner in the preparation of the Development Plan and Development Budget and make revisions to same as necessary, subject to the approval of Owner, and to keep Owner advised of changes in cost estimates included in the Development Budget from time to time so as to provide Owner at all times with current information as to Project costs.

(h) Cooperate with and assist with the Project general contractor in the preparation of: (i) bid documents and procedures; (ii) the selection of lists of bidders; and (iii) in the negotiations, finalization and award of all major subcontracts and material purchase orders.

(i) Provide supervision over the performance of the Project general contractor of its services in an effort to expedite completion of the Hotel in accordance with approved Plans and Specifications and contract documents, the Development Budget, the Construction Loan Documents and the critical path progress schedule prepared by the Project general contractor under the supervision of Developer.

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(j) Establish a procedure for the review and processing of applications by the Project general contractor and subcontractors of progress and final payments [in compliance with the Construction Loan Documents].

(k) Inspect the progress of the course of construction of the Hotel, including verification, through the Project Architect, of the materials and labor being furnished to and on such construction, and in addition, verify based on such inspection that construction is being carried out in accordance with the Plans and Specifications, the Construction Loan Documents, Legal Requirements and the Franchisor Requirements.

(l) Manage and consult with and direct all persons or firms engaged for the responsibility of designing the Project.

(m) Except as otherwise provided in the Management Agreement, at Owner’s expense, obtain and maintain insurance coverage for the Project, Owner (and any of its partners if deemed necessary by Owner), at all times until construction of the Hotel is fully completed, such policies to be in compliance with the insurance requirements set forth in Exhibit C attached hereto and made a part hereof for all purposes and [with the Construction Loan Documents].

(n) Provide administration of all contracts and the enforcement thereof and of all appropriate records.

(o) Use reasonable commercial efforts to accomplish the timely completion of the development of the Hotel subject to Force Majeure and Owner Delays.

(p) Secure such cross easements, reciprocal operating agreements, cross use agreements, and other similar access agreements between the Hotel and adjoining landowners and appropriate parties as are necessary to develop and operate the Hotel.

(q) Provide as a liaison between Owner and any federal, state, county or local government boards, statutory bodies or other agencies having jurisdiction over the Land of the development of the Hotel in order to provide a relationship between the Owner and such parties, and to permit the development of the Hotel to proceed in a cost efficient and expeditious manner.

(r) Maintain all office and accounting facilities and equipment necessary for Developer to carry out the foregoing functions, and in connection with accounting functions, if Owner so directs, receive and disburse loan proceeds and other funds for and on behalf of the Owner and subject to Owner’s approval.

(s) Prepare and furnish to Owner monthly budget updates, progress reports and other reports reasonably required by Owner and provide necessary and appropriate computer and related services in the performance of the above functions.

(t) Arrange for and supervise the preparation of, and deliver to Owner and Lender promptly when available, all documentation relevant to the Project, in proposed and final forms, including, without limitation, surveys, title reports, site plans,

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engineering and environmental reports, soil reports, Plans and Specifications, construction contracts, consultants’ contracts, construction schedules and trade breakdowns, and purchase orders and contracts.

2.4. Project Related Services. Developer and Owner agree that the duties of Developer hereunder shall not extend to providing any of the services defined as “Project Related Services” in the Management Agreement, unless and until it has been determined that the Market Service Fees (as defined in the Management Agreement) with respect to such Project Related Services has been determined in accordance with the terms and procedures set forth in Section 8.02(G), (H) and (I) of the Management Agreement, the terms and provisions of which are incorporated herein by this reference.

2.5. Approvals by Owner. Developer covenants and agrees that in addition to any Owner approval requirements otherwise set forth herein, Developer shall obtain the prior written approval by Owner for each of the following:

(a) Plans and Specifications for the Project and any material changes thereto;

(b) Any material deviation from the approved Plans and Specifications, as same may have been amended or modified;

(c) Approval of the Development Pans and the Development Budget (if not heretofore approved in writing by Owner) and any material changes thereto;

(d) The making of, or the agreement to incur, expenditures in connection with the development of the Project which cause total expenditures for the development of the Project to exceed the total construction costs for the entire Project as set forth in the then approved Development Budget [or any variance exceeding             % of any major line item in the Development Budget];

(e) Approval of the General Contractor (including the applicable construction contract or any material amendments or modifications thereto or any change order thereunder which would cause total expenditures for the development of the Project to exceed the total construction cost for the entire Project as set forth in the then approval Development Budget or would cause a variance in any major line item in the Development Budget of             %); and

(f) Approval of the Project Architect and all major professional consultants and engineers engaged for the implementation of the Development Budget (including applicable contracts for the engagement of such professionals or material amendments or modifications thereto).

2.6. Emergencies. Notwithstanding Section 2.5 to the contrary, in any emergency affecting the safety of persons or property, which is likely to result in a substantial construction work stoppage or a substantial delay of the Completion Date, Developer shall be authorized to act in a manner intended to mitigate or prevent threatened damage, injury or loss, and shall be entitled to make expenditures in connection therewith. However, Developer shall authorize only such acts and shall make only such expenditures reasonably required to stabilize the emergency.

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In addition, Developer shall authorize such acts and make such expenditures only after Developer has made a reasonable attempt (if circumstances permit) to inform Owner of (a) the cause of such emergency, (b) the prepared course of action in connection therewith, and (c) the likely amount of such expenditures.

2.7. Cooperation by Owner. Owner agrees to cooperate with Developer as may be requested by Developer in furtherance of the development and construction of the Project as specified in this Agreement and to execute such documents as shall be submitted to it with a favorable recommendation by Developer, provided that the same shall be consistent with and in implementation of the matters approved by Owner as required hereunder.

2.8. Performance of Duties; Guaranty of Completion. Developer accepts as aforesaid the engagement under this Agreement and agrees to act with reasonable prudence and diligence in the performance of its duties and responsibilities hereunder and in good faith and in the best interest of Owner. Subject to the continuing obligation of Owner to provide funds necessary for the development of the Project, Developer hereby covenants and agrees, subject to Force Majeure and Owner Delays, to cause the commencement of the construction of the Project and thereafter cause the prosecution of same with diligence and continuity to completion on or before the Outside Completion Date, all in a good and workmanlike manner and (i) in accordance with the then approved Development Budget, (ii) in substantial accordance with the Plans and Specifications (as same may be changed pursuant to Section 2.5(a) and (b) hereof , (iii) all Legal Requirements in all material respects, (iv) the Construction Loan Documents, and (v) the Franchisor Requirements, free and clear of any liens or claims of liens for materials supplied or worked performed in connection therewith, except for permitted liens and encumbrances [pursuant to the terms of the Construction Loan Documents].

3. Term, Default, Termination and Remedies.

3.1. Term. Unless earlier terminated pursuant to the provisions hereof, this Agreement shall be for a term commencing as of the Commencement Date and terminating upon a date thirty (30) days following the Completion Date. Termination hereof shall not relieve either Owner or Developer of obligations to each other that accrue on or before such termination nor the continuing and surviving obligation of Owner to pay, to the extent required hereunder, the Developer’s Fee or reimburse Developer for overages pursuant to Section 5 hereof.

3.2. Default.

3.2.1. Developer Default. Each of the following shall constitute a “Developer Default”:

(a) The filing of a voluntary petition in bankruptcy or insolvency or a petition for reorganization under any bankruptcy law by Developer;

(b) The consent to any involuntary petition in bankruptcy or the failure to vacate, within ninety (90) days from the date of entry thereof, any order approving an involuntary petition by Developer;

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(c) The entering of an order, judgment or decree by any court of competent jurisdiction, on the application of a creditor, adjudicating Developer as bankrupt or an insolvent, or approving a petition seeking reorganization or appointing a receiver, trustee, or liquidator of all or a substantial part of Developer assets, and such order, judgment or decree continues unstayed and in effect for any period of ninety (90) days or more;

(d) The appointment of a receiver for all or any substantial portion of the property of Developer;

(e) The failure of Developer to make any payment in accordance with the terms of this Agreement within ten (10) days after receipt of written notice specifying said default from Owner, that such payment is due and payable; and

(f) The failure of Developer to perform, keep or fulfill any of the other covenants, undertakings, obligations or conditions set forth in this Agreement, and the continuance of such failure for a period of thirty (30) days after written notice of such failure; provided, however, if such default cannot be cured within such thirty (30) day period and Developer shall have commenced to cure such default within such thirty (30) day period and thereafter diligently, continuously and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended so long as it shall require Developer to cure such default.

3.2.2. Owner Default. Each of the following shall constitute an “Owner Default” if (but only if) and to the extent the failure in question is not attributable to the action or breach by the Developer or any Affiliate of Developer:

(a) The failure of Owner to make any payment in accordance with the terms of this Agreement within ten (10) days after receipt of written notice specifying said default from Developer, that such payment is due and payable; or

(b) The failure of Owner to perform, keep or fulfill any of the other covenants, undertakings, obligations or conditions set forth in this Agreement to be performed, kept or fulfilled by it, and the continuance of such failure for a period of thirty (30) days after written notice of such failure from Developer; provided, however, if such default cannot be cured within such thirty (30) day period and Owner shall have commenced to cure such default within such thirty (30) day period and thereafter diligently, continuously and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended so long as it shall require Owner to cure such default.

3.3. Consequence of Default.

3.3.1. Developer Default. Upon the occurrence of any Developer Default, Owner may, at its option, give Developer written notice of termination of this Agreement (after the expiration of any applicable grace or cure period provided above), and upon the expiration of fifteen (15) days from the date of such written notice, this Agreement shall terminate.

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3.3.2. Owner Default. Upon the occurrence of any Owner Default, Developer may give Owner written notice of its intention to terminate this Agreement (after the expiration of any applicable grace or cure period provided above), and upon the expiration of fifteen (15) days from the date of such written notice, this Agreement shall terminate.

3.4. Other Remedies Cumulative. In the event of the occurrence of either a Developer Default or Owner Default hereunder, the aggrieved party (Developer or Owner, as the case may be) shall, in addition to its rights and remedies hereunder and at law or in equity, have the right to recover from the party in default damages suffered and all reasonable costs and expenses incurred by the aggrieved party in enforcing its rights and remedies hereunder, including reasonable attorneys’ fees. The termination of this Agreement by either Developer or Owner by reason of default by the other party, as aforesaid, shall not relieve either party of any of its obligations theretofore accrued under this Agreement prior to the effective date of such termination.

3.5. Duties Flowing From Termination. Upon termination of this Agreement, Owner shall:

(a) Indemnify and hold Developer harmless from and against any and all claims, obligations and liabilities by reason of anything done or required to be done after the effective date of such termination under any contract entered into by Owner in connection with or relating to the development of the Project; and

(b) Pay for the cost of all services (including, without limitation, the Development Fee earned through the date of such termination), materials, and supplies, if any, which may have been ordered or incurred by Developer as a result of its obligations arising under this Agreement but which may not have been charged to or paid by Developer and reimbursed under this Agreement at the time of termination, if such services, materials, and supplies have been ordered or incurred in accordance with the provisions of this Agreement; provided, however, that in the event of a termination of this Agreement as a result of a Developer Default, Owner shall have the right to offset against any amounts due to Developer under this Section 3.5 any amounts to which Owner is entitled hereunder, under Section 3.4 or otherwise.

Upon such termination, Developer shall execute and deliver to Owner such documents of transfer and assignment as may be required to vest in Owner all of Developer’s rights, if any, under any and all contracts referenced in Section 3.5(a) above, and Developer shall cooperate in good faith to effect an orderly transition of its duties to Owner (or a new development manager), and use reasonable efforts to minimize costs and delays associated with such transition.

4. Insurance and Indemnity.

4.1. Insurance.

(a) Developer, on behalf of Owner shall purchase and maintain in effect “all-risk” builder’s risk property insurance upon all work and materials to be an integral part

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of the Hotel which are situated at the construction site of the Hotel and/or Project, during inland transit and while in storage elsewhere, in an amount, subject to such deductibles and otherwise in form and substance as shall be agreed upon by Developer and Owner, and as otherwise required by the Construction Loan Documents. Such insurance shall include the interests of Developer, Owner (including its partners), Manager, Lender, the contractor and sub-contractors involved in the construction of the Project, and shall contain the insurer’s waiver of subrogation rights against Developer.

(b) Developer, on behalf of Owner, shall purchase and maintain or cause the contractor to purchase and maintain comprehensive liability and property damage insurance against claims for personal and bodily injury or death and property damage occurring upon, in or about the construction site of the Hotel and upon, in or about the adjoining streets and passageways thereof, or otherwise, arising under the contracts for the construction of the Project and/or this Agreement, such public liability insurance to include Developer, Owner Manager and Lender as an additional insureds and be in form and substance satisfactory to Owner and as otherwise required under the Construction Loan Documents.

(c) Developer, on behalf of Owner and at Owner’s cost, shall purchase and maintain such other insurance, in such forms and amounts, as shall be required under the Construction Loan Documents or as Owner may otherwise require. Developer shall provide to Owner and Lender (i) certified copies of policies of all insurance provided for in this Section 4.1 prior to the commencement of construction of the Project, and thirty (30) days or other minimum periods under the applicable law of the State prior to the expiration date of all such policies, certified copies of renewal policies. All such policies shall provide that the same may not be cancelled or materially modified without at least thirty (30) days prior written notice to all insureds.

(d) Developer shall provide Owner with evidence that the general contractor, all major subcontractors, the Project Architect and other consultants, designers and engineers have obtained liability insurance and errors and omissions insurance coverage in a nature and to an extent customarily obtained by said entities in the metropolitan area of the city in which the Project of located, and as may be required by the Construction Loan Documents.

(e) Developer shall provide evidence to Owner of workmen’s compensation insurance with employer liability insurance covering all persons employed by Developer, the general contractor and consultants hired by Developer in connection with the Project, at the statutory limits as provided by the laws of the State in which the workmen are employed, and require general contract to require that all major subcontractors maintain the statutory minimum.

(f) Promptly after the Completion Date, Developer shall coordinate with Manager the transfer of all policies of insurance and benefits related thereto to the extent required under the terms of the Management Agreement.

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(g) All insurance required hereunder shall be issued by companies satisfactory to Owner qualified or licensed, as the case may be, to issue insurance in the State and otherwise in compliance with the Construction Loan Documents.

4.2. Indemnities.

(a) Notwithstanding anything herein contained to the contrary, Developer shall indemnify and save Owner harmless in respect of any action, cause of action, suit, debt, loss, cost, expense (including, without limitation, reasonable attorneys’ fees), claim or demand whatsoever, at law or in equity (collectively, “Damages”), arising by way of any breach during term of this Agreement by Developer, its employees, servants, agents or subcontractors, of any of the provisions of this Agreement or by reason of the grossly negligent or willful misconduct of the Developer, its employees, servants, agents or subcontractors, which indemnity shall continue notwithstanding the termination of this Agreement with respect to any act or occurrence preceding such termination.

(b) Owner agrees to indemnify and save Developer completely harmless in respect of any Damages in connection with the performance by Developer of any and all of its obligations in accordance with this Agreement, including, without limitation, any damage or injury whatsoever to any employees or other Person or property arising out of the use, administration, or control of the Project or any other asset of Owner relating to the Project during the term of this Agreement, which indemnity shall continue notwithstanding the termination of this Agreement with respect to any act or occurrence preceding such termination; provided, however, in no event shall the indemnity provided under this Subsection 4.2(b) extend to any action, cause of action, suit, debt, cost, expense, claim or demand (i) against which Owner is indemnified under Section 4.2(a) above, or (ii) which is covered by insurance pursuant to Section 4.1 hereof.

5. Compensation of Developer.

5.1. Fees. For services performed hereunder, Developer shall be paid as its compensation a fee of four percent (4%) of the total Project costs (both hard and soft costs) associated with the development of the Project pursuant to the Development Budget payable on the first business day of each month in arrears based upon the prior calendar month’s total expenditures under the Development Budget (“Developer’s Fee”).

Notwithstanding the foregoing, (i) Developer shall not be entitled to receive any portion of the Developer’s Fee not yet payable at the time this Agreement is terminated by Owner due to a Developer Default, (ii) any of the Developer’s Fee that would otherwise be due in a month in which construction of the Project has been suspended by reason of a Developer Default, shall be postponed by the number of months for which construction is suspended, and (iii) Developer’s right to receive the Developer’s Fee is subject to the provisions of Section 3.3.1.

5.2. Reimbursement. In addition to the foregoing, Owner shall reimburse Developer for all third party, out of pocket costs and expenses, such as, but without limitation, (a) costs of reproductions of Plans and Specifications, (b) accountants fees and attorneys’ fees, fees paid to computer services for preparation of critical path method studies and other work, and similar

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charges, (c) fees paid to design consultants and other outside consultants, (d) all costs of an on-site project office and of office supplies, rent, repair and maintenance of office machines and postage incurred for or in connection with the Project office, and (e) long distance air travel and similar expenses incurred during the Conceptual Plan Phase, the Design Phase and implementation, administration and completion of the Development Plan; provided that such costs are incurred with the scope of the authority granted to Developer hereunder and consistent with the Development Budget or as otherwise approved in writing by Owner.

6. Miscellaneous.

6.1. Governing Law; Venue. Developer and Owner agree that all disputes relating to the performance and/or interpretation of any term or provision of this Agreement shall be governed by the laws of the State of Texas. The parties hereto agree that venue for any action in connection herewith may be in Dallas County, Texas. Each party hereto consents to the jurisdiction of any local, state or federal court situated in Dallas, Texas, and waive any objection which they may have pertaining to improper venue or forum non conviens to the conduct of any proceeding in any such court.

6.2. No Waiver of Breach, etc. No failure by Developer or Owner to insist upon the strict performance of any covenant, agreement, term or condition of this Agreement, or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach or any subsequent breach of such covenant, agreement, term or condition. No waiver of any breach shall affect or alter this Agreement, but each and every covenant, agreement, term and condition of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach thereof.

6.3. Severability of Provisions. If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement and the application of such term of provision to persons or circumstances other than those as to which it is held invalid or unenforceable, as the case may be, shall not be effected thereof, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

6.4. Notices. All notices, requests, approvals, demands, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed given and received three (3) days after being deposited in the United States mail as registered or certified matter, postage prepaid, return receipt requested, or deemed given and received one (1) day after being delivered by any reputable overnight air courier service, addressed as follows:

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If to Developer:	Remington Lodging & Hospitality LLC
	14185 Dallas Parkway, Suite 1150
	Dallas, Texas 75240
	Attn: Monty Bennett
If to Owner:	Ashford Hospitality Trust Limited Partnership
	14185 Dallas Parkway, Suite 1100
	Dallas, Texas 75240
	Attn: General Counsel

or at such other address as the party to whom the notice is sent shall have designated in accordance with the provisions of this Section 6.4.

6.5. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof.

6.6. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original, but all of which shall constitute but one and the same instrument.

6.7. Changes, Waivers, etc. Neither this Agreement nor any term or provision hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which the enforcement of the change, waiver, discharge or termination is sought.

6.8. Captions. The captions to the Articles and Sections of this Agreement are for convenience of reference only and in no way define, limit or describe the scope or intent of this Agreement or in any part hereof, nor in any way affect this Agreement or any part hereof.

6.9. No Partnership or Joint Venture. Nothing contained in this Agreement shall constitute or be construed to be or create a partnership, joint venture or similar relationship between Owner and Developer.

6.10. No Assignment. Developer may not assign this Agreement of any of its rights hereunder, and may not delegate or sub-contract any of its duties hereunder; except that Developer may delegate some or all of the duties hereunder to any Affiliate, provided such Affiliate is controlled by Monty Bennett and/or Archie Bennett, Jr., but no such delegation shall relieve Developer from liability for the performance of all obligations to be performed by it hereunder, and Developer shall remain responsible and liable for such obligations, and for any breach thereof by any such delegate.

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IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.

OWNER:
ASHFORD HOSPITALITY TRUST LIMITED PARTNERSHIP, a Maryland limited partnership
By:	Ashford OP General Partner LLC, a Delaware limited liability company, its general partner
	By:
	Name:
	Title:
DEVELOPER:
REMINGTON LODGING & HOSPITALITY LLC, a Delaware limited liability company
[OR REMINGTON AFFILIATE]
By:
Name:
Title:

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List of Exhibits

Exhibit A – Legal Description

Exhibit B – Development Budget

Exhibit C – Insurance Requirements

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Exhibit A

Legal Description

Exhibit B

Development Budget

Exhibit C

Insurance Requirements

EX-10.5

Exhibit 10.5

EXECUTION VERSION

ADVISORY AGREEMENT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

6. COMPENSATION.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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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.

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(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

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

9. RELATIONSHIP OF ADVISOR AND COMPANY.

9.1 Relationship.

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

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

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

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

9.2 Conflicts of Interest.

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

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(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).

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

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

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

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

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

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

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

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

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

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

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

16

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

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

12. TERM AND TERMINATION.

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

(i) the Advisor gives written notice to the Company of termination at least 180 days prior to the expiration of the then current term; or

(ii) the Company gives written notice to the Advisor of termination (a “Termination Notice”) at least 180 days prior to the expiration of the then current term; provided, however, that any such termination must receive the affirmative vote of at least two-thirds of the Independent Directors of the Company based on a good faith finding that either (A) there has been unsatisfactory performance by the Advisor that is materially detrimental to the Company and its subsidiaries taken as a whole, or (B) the Base Fee and/or Incentive Fee is not fair (and the Advisor does not offer to negotiate a lower fee that at least two-thirds of the Independent Directors of the Company determines is fair.)

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

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

17

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

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

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

(ii) immediately upon providing written notice to the Advisor following an event rendering the Advisor insolvent (an “Insolvency Event”); provided the Advisor shall notify the Company no later than 30 days following the Advisor’s knowledge of an Insolvency Event. For purposes of this Agreement, an Insolvency Event is any occurrence in which the Advisor shall (A) authorize or agree to the commencement of a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency, receivership or other similar law now or hereafter in effect or the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, (B) make a general assignment for the benefit of its creditors, (C) have an involuntary or other proceeding commenced against it seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or thereafter in effect, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period exceeding sixty (60) days or (D) commence an action for dissolution.

(iii) immediately upon providing written notice to the Advisor, following the advisor’s conviction (including a plea or nolo contendere) of a felony;

(iv) immediately upon providing written notice to the Advisor, if the Advisor commits an act of fraud against the Company, misappropriates the funds of the Company or acts in a manner constituting willful misconduct, gross negligence or reckless disregard in the performance of its material duties under this Agreement (including a failure to act); provided, however, that if any such actions or omissions described in this Section 12(c)(iv) are

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caused by an employee and/or an officer of the Advisor (or an Affiliate of the Advisor) and the Advisor takes all reasonable necessary and appropriate action against such person and cures the damage caused by such actions or omissions within 45 days of the Advisor’s actual knowledge of its commission or omission, the Company will not have the right to terminate this Agreement pursuant to this Section 12(c)(iv); and

(v) immediately upon providing written notice to the Advisor following an Advisor Change of Control unless such Advisor Change of Control constitutes a permissible assignment under Section 14 hereof.

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

A. 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 13(d) and 14(d) of the Exchange Act) other than (A) Ashford Trust, the Advisor or any of their respective subsidiaries, (B) any employee benefit plan of Ashford Trust, the Advisor or any of their respective subsidiaries, (C) Remington or any Affiliate of Remington, (D) a company owned, directly or indirectly, by stockholders of Ashford Trust or the Advisor in substantially the same proportions as their ownership of Ashford Trust or the Advisor, as applicable, 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 Ashford Trust or the Advisor representing 35% or more of the shares of voting stock of Ashford Trust or the Advisor, as applicable, then outstanding; provided, however, if any of the Chief Executive Officer, President, Chief Operating Officer, or Chief Financial Officer of the Advisor or Ashford Trust, as applicable, immediately before the event (collectively, the “Advisor Key Officers”) remain in such capacity or similar capacity with the Advisor or Ashford Trust, as applicable, immediately after the event, or if a majority of the board of directors of Advisor or Ashford Trust, as applicable, immediately before the event remain on the board of directors of Advisor or

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Ashford Trust, as applicable, immediately after the event, then no Advisor Change of Control shall be deemed to have occurred;

B. the consummation of any merger, organization, business combination or consolidation of Ashford Trust or the Advisor, as applicable, or one of its respective subsidiaries, as applicable, 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 Ashford Trust or the Advisor, 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 Ashford Trust or the Advisor, as applicable, or the surviving company or the parent of such surviving company, provided, however, if any of the Advisor Key Officers remain in such capacity or similar capacity with the Advisor, Ashford Trust or surviving entity immediately after the event, or if a majority of the board of directors of Advisor or Ashford Trust, as applicable, immediately before the event remain on the board of directors of Advisor, Ashford Trust or surviving entity immediately after the event, then no Advisor Change of Control shall be deemed to have occurred; or

C. the consummation of a sale or disposition by Ashford Trust or the Advisor, as applicable, of all or substantially all of such entity’s assets, other than a sale or disposition if the holders of the voting securities of such entity 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 provided, however, if any of the Advisor Key Officers remain in such capacity or similar capacity with the Advisor, Ashford Trust or acquiring entity immediately after the event, or if a majority of the board of directors of Advisor, Ashford Trust or acquiring entity immediately before the event remain on the board of directors of Advisor or Ashford Trust, as applicable, immediately after the event, then no Advisor Change of Control shall be deemed to have occurred.

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

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(i) The Company shall pay all Base Fees, Incentive Fees and expense reimbursements due and owing through the date of termination (collectively, “Accrued Fees”).

(ii) Upon any termination pursuant to Section 12(a)(ii), based on unsatisfactory performance by the Advisor or unfair fees with no resolution within the time period set forth in Section 12(a)(ii), the Company shall pay a termination fee equal to three (3) times the sum of the average annual Base Fee and average annual Incentive Fee over the 24 calendar months preceding termination (a “Termination Fee”). The Termination Fee, if any, shall be payable to the Advisor on or before the termination date of this Agreement.

(iii) In the event of any termination of this Agreement, the Company (and any of its Affiliates) shall not, without the consent of the Advisor, solicit for employment, employ or otherwise retain (directly or indirectly) any employee of the Advisor (or any of its Affiliates) for a period of two years.

(iv) Immediately upon termination, the Advisor shall promptly (a) pay over all money collected and held for the account of the Company, provided that the 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:

(i) The parties’ Termination Obligations pursuant to Section 12(d) and the obligations pursuant to Section 16;

(ii) The Advisor’s confidentiality obligations pursuant to Section 11;

(iii) The limitation of the Advisor’s liability pursuant to Section 8.1;

(iv) The parties’ indemnification obligations pursuant to Section 8.3; and

(v) The Company’s obligations to cease using the trademarked name “Ashford” and other obligations pursuant to Section 9.4.

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

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

Ashford Hospitality Prime, Inc.

14185 Dallas Parkway, Suite 1100

Dallas, TX 75254

Attn: Chief Executive Officer

With a copy to:

Ashford Hospitality Prime, Inc.

14185 Dallas Parkway, Suite 110

Dallas, TX 75254

Attn: General Counsel

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

Ashford Hospitality Advisors LLC

14185 Dallas Parkway, Suite 1100

Dallas, TX 75254

Attn: Chief Executive Officer

With a copy to:

Ashford Hospitality Advisors LLC

14185 Dallas Parkway, Suite 1100

Dallas, TX 75254

Attn: General Counsel

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

14. DELEGATION OF RESPONSIBILITY AND ASSIGNMENT.

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

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

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(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:

(i) any “person” (as defined in Section 3(a)(9) of the Exchange Act , and as modified in Section 13(d) and 14(d) of the Exchange Act) other than (A) the Company or any of its subsidiaries, (B) any employee benefit plan of the Company or any of its subsidiaries, (C) a company owned, directly or indirectly, by stockholders of Ashford Prime in substantially the same proportions as the ownership of Ashford Prime, 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 Prime representing 35% or more of the shares of voting stock of Ashford Prime then outstanding;

(ii) the consummation of any merger, reorganization, business combination or consolidation of the Company, or one of its respective subsidiaries, as applicable, 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 Ashford Prime 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 or the surviving company or the parent of such surviving company;

(iii) the consummation of a sale or disposition by the Company of all or substantially all of its assets, other than a sale or disposition if the holders of the voting securities of Ashford Prime outstanding immediately prior

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thereto hold securities immediately thereafter which represent more than 50% of the combined voting power of the voting securities of the acquirer, or parent of the acquirer, of such assets.

(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.

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

(i) So long as Advisor’s common stock is not publicly traded:

(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).

(ii) If at the time the Transaction Notice is given to Advisor, Advisor’s common stock is publicly traded separate from the common stock of Ashford Trust:

(A) 1.1 times the greater of:

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

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

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

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

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

25

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

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

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

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

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

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

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

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

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

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

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

(SIGNATURES BEGIN ON NEXT PAGE)

* * * * *

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

ASHFORD PRIME:
Ashford Hospitality Prime, Inc.
By:	/s/ David A. Brooks
Name:	David A. Brooks
Title:	Chief Operating Officer
OPERATING PARTNERSHIP:
Ashford Hospitality Prime Limited Partnership
By:	Ashford Prime 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:	Vice President

[Signature page to the Advisory Agreement]

Exhibit A

Peer Group Members

Strategic Hotels and Resorts, Inc.

Chesapeake Lodging Trust

DiamondRock Hospitality Co.

Lasalle Hotel Properties

Pebblebrook Hotel Trust

Sunstone Hotel Investors, Inc.

A-1

EX-10.6

Exhibit 10.6

EXECUTION VERSION

RIGHT OF FIRST OFFER AGREEMENT

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

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

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

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

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

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

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

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

1. GRANT OF RIGHT OF FIRST OFFER.

1.1 Grant of Right of First Offer.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2. CLOSING PROCEDURES

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

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

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

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

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

3. TERMINATION

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

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

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

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

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

4. MISCELLANEOUS

4.1 Definitions. For purposes of this Agreement:

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

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

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i) any “person” (as defined in Section 3(a)(9) of the Exchange Act of 1934, as amended (the “Exchange Act”), and as modified in Section 13(d) and 14(d) of the Exchange Act) other than (A) such entity or any of its subsidiaries, (B) any employee benefit plan of such entity or any of its subsidiaries, (C) a company owned, directly or indirectly, by stockholders of such entity in substantially the same proportions as the ownership of such entity, 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 such entity representing 35% or more of the shares of voting stock of such entity then outstanding;

ii) the consummation of any merger, reorganization, business combination or consolidation of such entity, or one of its respective subsidiaries, as applicable, 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 such entity 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 such entity or the surviving company or the parent of such surviving company;

iii) the consummation of a sale or disposition by such entity of all or substantially all of its assets, other than a sale or disposition if the holders of the voting securities of such entity outstanding immediately prior thereto hold securities immediately thereafter which represent more than 50% of the combined voting power of the voting securities of the acquirer, or parent of the acquirer, of such assets.

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

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

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

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

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

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

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

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

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

Ashford Hospitality Prime, Inc.

c/o Ashford Hospitality Advisors LLC

14185 Dallas Parkway, Suite 1100

Dallas, TX 75254

Attn: Chief Operating Officer

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

Ashford Hospitality Trust, Inc.

c/o Ashford Hospitality Advisors LLC

14185 Dallas Parkway, Suite 1100

Dallas, TX 75254

Attn: Chief Operating Officer

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

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

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

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

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

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

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

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

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

(SIGNATURES BEGIN ON NEXT PAGE)

* * * * *

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

ASHFORD PRIME:
Ashford Hospitality Prime, Inc.
By:	/s/ David A. Brooks
Name:	David A. Brooks
Title:	Chief Operating Officer
ASHFORD TRUST:
Ashford Hospitality Trust, Inc.
By:	/s/ David A. Brooks
Name:	David A. Brooks
Title:	Chief Operating Officer

[Signature Page to the Right of First Offer Agreement]

Exhibit A

Initial Prime ROFO Assets

Hotel Property	Location	Total Rooms		% Owned
Crowne Plaza Beverly Hills	Beverly Hills, CA		260		100	%
Embassy Suites Crystal City	Arlington, VA		267		100	%
Crowne Plaza Key West	Key West, FL		160		100	%
Hyatt Coral Gables	Coral Gables, FL		242		100	%
One Ocean Jacksonville	Jacksonville, FL		193		100	%
Houston Embassy Suites	Houston, TX		150		100	%
Portland Embassy Suites	Portland, OR		276		100	%
Ritz-Carlton Atlanta	Atlanta, GA		637		72	%*
Hilton Boston Back Bay	Boston, MA		390		72	%*
Courtyard Boston Downtown	Boston, MA		315		72	%*
The Churchill	Washington D.C.		173		72	%*
The Melrose	Washington D.C.		240		72	%*

* These hotels are owned by a joint venture in which Ashford Trust holds an approximate 72% common equity interest and a $25.0 million preferred equity interest. To the extent Ashford Trust has the opportunity to acquire the entire interest in these hotels or controls the right to sell these hotels, the right of first offer agreement will extend to these properties.

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EX-10.7

Exhibit 10.7

EXECUTION VERSION

OPTION AGREEMENT

PIER HOUSE RESORT & SPA

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

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

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

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

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

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

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

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

ARTICLE I

THE OPTION

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

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

Section 1.3 Purchase Price and Payment.

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

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

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

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

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

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

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

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

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

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ARTICLE II

CONTRACT TO PURCHASE OR CONTRIBUTE AND CLOSING PROCEDURES

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

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

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

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

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

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

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

Section 2.4 Closing Deliverables.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(iv) The Guarantee Schedule.

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

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

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

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

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

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Section 2.7 Adjustments to Property Purchase Price.

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

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

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

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

Section 2.8 Right to Terminate.

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

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

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF ASHFORD TRUST OP

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 3.13 Investment Representations. Ashford Trust OP hereby represents:

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

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

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

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

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

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

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

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

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

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

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF ASHFORD TRUST TRS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE V

REPRESENTATIONS, WARRANTIES OF ASHFORD PRIME OP

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

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

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

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

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

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

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

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

ARTICLE VI

REPRESENTATIONS, WARRANTIES OF ASHFORD PRIME TRS

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

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

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

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

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

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

ARTICLE VII

COVENANTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE VIII

INDEMNIFICATION

Section 8.1 Indemnity.

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

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

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

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

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

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

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

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

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

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

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

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

Section 8.5 Expiration.

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

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

Section 8.6 Limitations on Amount.

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

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

ARTICLE IX

MISCELLANEOUS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

c/o Ashford Hospitality Advisors LLC

14185 Dallas Parkway, Suite 1100

Dallas, Texas 75254

Phone: (972) 490-9600

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

14185 Dallas Parkway, Suite 1100

Dallas, Texas 75254

Phone: (972) 490-9600

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

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

[Signature Pages Follow]

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

OPTIONEES:
ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP
By:	Ashford Prime OP General Partner LLC, its general partner
	By:	/s/ David Brooks
		David Brooks, Vice President
ASHFORD PRIME TRS CORPORATION
By:	/s/ David Kimichik
	David Kimichik, President

GRANTORS:
ASHFORD HOSPITALITY LIMITED PARTNERSHIP
By:	Ashford OP General Partner LLC, its general partner
	By:	/s/ David Brooks
		David Brooks, Vice President
ASHFORD TRS CORPORATION
By:	/s/ David Kimichik
	David Kimichik, President

Pier House Option Agreement – Signature Page

ACKNOWLEDGEMENT AND AGREEMENT:

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

ASHFORD HOSPITALITY PRIME, INC.
By:	/s/ David Brooks
	David Brooks, Chief Operating Officer and General Counsel

CONSENT TO PLEDGE:

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

ASHFORD PRIME OP GENERAL PARTNER LLC
By:	/s/ David A. Brooks
	David A. Brooks, Vice President

Pier House Option Agreement – Signature Page

LIST OF SCHEDULES AND EXHIBITS

Exhibits

Exhibit A – Description of Property

Exhibit B – Purchase Notice

Exhibit C – Form of Assignment Agreement

Schedules

Schedule 3.10 – Taxes of Ashford Trust OP

Schedule 3.11 – Claims or Litigation related to Ashford Trust OP

Schedule 4.9 – Taxes of Ashford Trust TRS

Schedule 4.10 – Claims or Litigation related to Ashford Trust TRS

Pier House Option Agreement – List of Schedules and Exhibits

EXHIBIT A

Legal Description of Site of New Hotel

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF MONROE, STATE OF FLORIDA, AND IS DESCRIBED AS FOLLOWS:

PARCEL I:

A PARCEL OF LAND, A PORTION OF WHICH IS FILLED SOVEREIGNTY LAND IN KEY WEST HARBOR ON THE ISLAND OF KEY WEST, SECTION 31, TOWNSHIP 67 SOUTH, RANGE 25 EAST, MONROE COUNTY, FLORIDA, AND BEING A PARCEL OF LAND FORMERLY SUBMERGED NORTHERLY OF AND ADJACENT TO SQUARE 2 OF WILLIAM A. WHITEHEAD’S MAP DELINEATED IN FEBRUARY 1829, AND BEING MORE SPECIFICALLY DESCRIBED AS FOLLOWS:

COMMENCE AT THE INTERSECTION OF THE NORTHWESTERLY RIGHT OF WAY LINE OF FRONT STREET AND THE NORTHEASTERLY RIGHT OF WAY LINE OF DUVAL STREET; THENCE NORTH 45°00’00” WEST ALONG THE SAID NORTHEASTERLY RIGHT OF WAY LINE OF DUVAL STREET FOR 125.00 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE NORTH 45°00’00” WEST ALONG THE SAID NORTHEASTERLY RIGHT OF WAY LINE OF DUVAL STREET FOR 200.50 FEET TO A POINT ON THE MEAN HIGH WATER LINE, SAID MEAN HIGH WATER LINE BEING EVIDENCED BY THE OUTSIDE FACE OF AN EXISTING CONCRETE SEAWALL; THENCE NORTH 45°00’00” WEST ALONG THE NORTHERLY EXTENSION OF THE SAID NORTHEASTERLY RIGHT OF WAY LINE OF DUVAL STREET, 7.41 FEET TO A POINT (NOTE: THE BEARING ON THE NORTHEASTERLY RIGHT OF WAY LINE OF DUVAL STREET IS ASSUMED TO BE NORTH 45°00’00” WEST AND ALL BEARINGS ON THE NORTHEASTERLY RIGHT OF WAY LINE OF DUVAL STREET CONTAINED HEREIN ARE BASED UPON THIS ASSUMED BEARING); THENCE NORTH 45°21’40” EAST ALONG THE OUTSIDE FACE OF AN EXISTING CONCRETE SEAWALL 43.41 FEET TO THE POINT OF INTERSECTION WITH THE OUTSIDE FACE OF AN EXISTING CONCRETE SEAWALL EXTENDING NORTHWESTERLY; THENCE NORTH 46°18’30” WEST ALONG THE OUTSIDE FACE OF AN EXISTING CONCRETE SEAWALL 36.38 FEET TO A POINT; THENCE NORTH 50°12’47” WEST ALONG THE OUTSIDE FACE OF AN EXISTING STEEL SEAWALL, 71.46 FEET TO A POINT; THENCE NORTH 39°09’24” WEST ALONG THE OUTSIDE FACE OF AN EXISTING SEAWALL 58.77 FEET TO A POINT; THENCE NORTH 41°13’56” WEST ALONG THE OUTSIDE FACE OF A PROPOSED NEW SEAWALL 133.71 FEET TO A POINT; THENCE NORTH 44°45’35” EAST ALONG THE OUTSIDE FACE OF A PROPOSED NEW SEAWALL 63.33 FEET TO A POINT; THENCE SOUTH 48°03’43” EAST ALONG THE OUTSIDE FACE OF A PROPOSED NEW SEAWALL 87.47 FEET TO A POINT, SAID POINT BEING THE END OF THE PROPOSED NEW SEAWALL; THENCE ALONG A BOULDER RIP-RAP SEAWALL AND MEAN HIGH WATER LINE FOR THE FOLLOWING TWO METES AND BOUNDS, SAID LINE ALSO THE APPROVED SHORELINE PER TRUSTEE NO. 29827 (4645-44); (1) THENCE NORTH 86°19’57” EAST FOR 56.46 FEET; (2) THENCE SOUTH 45°47’54” EAST FOR 4.90 FEET TO THE NORTHWESTERLY LINE OF T.I.I.F. DEED NO. 24519; THENCE NORTH 45°00’00” EAST ALONG THE SAID NORTHWESTERLY LINE OF T.I.I.F. DEED NO. 24519 FOR 72.18 FEET; THENCE ALONG A BOULDER RIP-RAP SEAWALL AND THE MEAN HIGH WATER LINE FOR THE FOLLOWING 7 METES AND BOUNDS; SAID LINE ALSO THE APPROVED SHORELINE PER TRUSTEE NO. 29827 (4645-44);

(1) THENCE NORTH 39°05’51” WEST FOR 6.42 FEET;

(2) THENCE NORTH 16°50’35” WEST FOR 7.75 FEET;

(3) THENCE NORTH 30°34’04” EAST FOR 11.52 FEET;

(4) THENCE NORTH 45°10’00” EAST FOR 40.46 FEET;

(5) THENCE NORTH 48°13’19” EAST FOR 42.23 FEET;

(6) THENCE NORTH 52°26’50” EAST FOR 59.05 FEET;

(7) THENCE NORTH 79°49’31” EAST FOR 6.99 FEET; THENCE SOUTH 45°00’00” EAST FOR 508.45 FEET TO THE SAID NORTHWESTERLY RIGHT OF WAY LINE OF FRONT STREET; THENCE SOUTH 45°00’00” WEST ALONG THE SAID NORTHWESTERLY RIGHT OF WAY LINE OF FRONT STREET FOR 243.72 FEET; THENCE NORTH 45°00’00” WEST AND LEAVING THE SAID NORTHWESTERLY RIGHT OF WAY LINE OF FRONT STREET FOR 125.00 FEET; THENCE SOUTH 45°00’00” WEST FOR 150.00 FEET TO THE SAID NORTHEASTERLY RIGHT OF WAY LINE OF DUVAL STREET AND THE POINT OF BEGINNING.

PARCEL II:

THAT PART OF LOT 1, SQUARE 2, ACCORDING TO WILLIAM A. WHITEHEAD’S MAP OF THE ISLAND OF KEY WEST, DELINEATED IN FEBRUARY A.D. 1829, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF SIMONTON STREET AND THE NORTHERLY LINE OF FRONT STREET; THENCE RUN WESTERLY ALONG THE NORTHERLY LINE OF FRONT STREET, 88 FEET, 4 INCHES TO LOT 2 OF SAID SQUARE; THENCE RUN AT RIGHT ANGLES NORTHERLY AND PARALLEL WITH SIMONTON STREET, A DISTANCE OF 245 FEET; THENCE RUN AT RIGHT ANGLES AND PARALLEL WITH FRONT STREET, A DISTANCE OF 88 FEET, 4 INCHES, BACK TO SAID WESTERLY LINE OF SIMONTON STREET; THENCE RUN ALONG THE SAID WESTERLY LINE OF SIMONTON STREET, A DISTANCE OF 245 FEET BACK TO THE POINT OF BEGINNING.

PARCEL III:

(LEASE PARCEL “C”)

A PARCEL OF SOVEREIGNTY SUBMERGED LAND ADJACENT TO LOTS 2, 3, AND 4, SQUARE 2 OF WILLIAM A WHITEHEAD’S MAP OF THE ISLAND OF KEY WEST, MONROE COUNTY, FLORIDA AND LYING IN SECTION 31, TOWNSHIP 67 SOUTH, RANGE 25 EAST AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCE AT THE SOUTHEAST CORNER OF LOT 2, SQUARE 2, ACCORDING TO WILLIAM A. WHITEHEAD’S MAP OF ISLAND OF KEY WEST, DELINEATED IN FEBRUARY, 1829, SAID CORNER BEING THE INTERSECTION OF THE NORTHWESTERLY RIGHT OF WAY LINE OF FRONT STREET (50’R/W) WITH THE NORTHEASTERLY BOUNDARY LINE OF SAID LOT 2; THENCE NORTH 45°00’00” WEST (ASSUMED BEARING BASED ON THE R/W LINE OF FRONT STREET) ALONG THE NORTHEASTERLY BOUNDARY LINE OF SAID LOT 2 A DISTANCE OF 508.45 FEET TO THE MEAN HIGH WATER LINE OF KEY WEST HARBOR AS LYING ALONG A BOULDER RIP-RAP SEAWALL AND THE POINT OF BEGINNING; THENCE CONTINUE ALONG SAID MEAN HIGH WATER LINE AND BOULDER RIP-RAP SEAWALL FOR THE FOLLOWING SEVEN (7) METES AND BOUNDS:

(1) SOUTH 79°49’31” WEST FOR 6.99 FEET; THENCE

(2) SOUTH 52°26’50” WEST FOR 59.05 FEET; THENCE

(3) SOUTH 48°13’19” WEST FOR 42.23 FEET; THENCE

(4) SOUTH 45°10’00” WEST FOR 40.46 FEET; THENCE

(5) SOUTH 30°34’04” WEST FOR 11.52 FEET; THENCE

(6) SOUTH 16°50’35” EAST FOR 7.75 FEET; THENCE

(7) SOUTH 39°05’51” EAST FOR 6.42 FEET TO THE NORTHWESTERLY LINE OF T.I I.F. DEED NO. 24519; THENCE SOUTH 45°00’00” WEST ALONG THE SAID NORTHWESTERLY LINE OF T.I.I.F. DEED NO. 24519 FOR 72.18 FEET; THENCE ALONG THE MEAN HIGH WATER LINE OF A BOULDER RIP-RAP SEAWALL FOR THE FOLLOWING TWO (2) METES AND BOUNDS, SAID LINE ALSO THE APPROVED SHORELINE PER TRUSTEE NO. 29827 (4645-44); (1) THENCE NORTH 45°47’54” WEST FOR 4.90 FEET; (2) THENCE SOUTH 86°19’57” WEST FOR 56.46 FEET; THENCE NORTH 47°30’00” WEST ALONG THE NORTHEASTERLY LINE OF PARCEL “B”, AS PREPARED BY PHILIPS & TRICE SURVEYING, INC., DATED AND REVISED ON MARCH 16, 1978 FOR 77.97 FEET (77.5 FEET PER P. & T SURVEY); THENCE NORTH 47°30’00” EAST FOR 280.69 FEET; THENCE SOUTH 45°00’00” EAST FOR 105.89 FEET TO THE POINT OF BEGINNING.

PARCEL IV:

(LEASE PARCEL “A”)

A PARCEL OF SOVEREIGNTY SUBMERGED LAND ADJACENT TO SECTION 31, TOWNSHIP 61 SOUTH, RANGE 25 EAST, IN KEY WEST HARBOR, KEY WEST, MONROE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCE AT A POINT OF INTERSECTION OF THE NORTHEASTERLY RIGHT-OF-WAY LINE OF DUVAL STREET WITH THE MEAN HIGH WATER LINE OF KEY WEST HARBOR, SAID MEAN HIGH WATER LINE BEING EVIDENCED BY THE OUTSIDE FACE OF AN EXISTING CONCRETE SEAWALL AS DEPICTED AND DESCRIBED IN EXHIBIT “B” AS RECORDED IN OFFICIAL RECORDS BOOK 869, PAGE 781 OF THE PUBLIC RECORDS OF MONROE COUNTY, FLORIDA; THENCE NORTH 45° WEST (BEARINGS SHOWN HEREON BASED ON AN ASSUMED MERIDIAN) ALONG THE NORTHWESTERLY EXTENSION OF SAID NORTHEASTERLY RIGHT-OF-WAY LINE OF DUVAL STREET FOR 7.41 FEET TO A POINT ON THE SOUTHWESTERLY EXTENSION OF THE NORTHWESTERLY OUTSIDE FACE OF AN EXISTING SEAWALL, SAID POINT BEING THE POINT OF BEGINNING OF THE HEREINAFTER DESCRIBED PARCEL IV (LEASE PARCEL “A”); THENCE ALONG SAID SOUTHWESTERLY EXTENSION AND ALONG THE OUTSIDE FACE OF SAID EXISTING SEAWALL AS DESCRIBED IN CORRECTIVE DISCLAIMER DEED RECORDED IN OFFICIAL RECORDS BOOK 830, PAGE 980 AND 981 OF THE PUBLIC RECORDS OF MONROE COUNTY, FLORIDA, FOR THE FOLLOWING FIVE (5) COURSES: (1) NORTH 45°21’40” EAST FOR 43.41 FEET; (2) NORTH 46°18’30” WEST FOR 36.88 FEET; (3) NORTH 50°12’47” WEST FOR 71.46 FEET; (4) NORTH

39°09’24” WEST FOR 58.77 FEET; (5) NORTH 41°13’56” WEST FOR 133.71 FEET TO THE POINT OF TERMINATION ALONG SAID EXISTING SEAWALL; THENCE SOUTH 48°46’04” WEST FOR 5.00 FEET; THENCE SOUTH 41°13’56” EAST FOR 133.71 FEET; THENCE SOUTH 39°09’24” EAST FOR 6.09 FEET; THENCE SOUTH 50°50’36” WEST FOR 30.00 FEET; THENCE SOUTH 40°14’08” EAST FOR 79.51 FEET; THENCE NORTH 50°50’36” EAST FOR 33.68 FEET; THENCE SOUTH 50°12’47” EAST FOR 44.93 FEET; THENCE SOUTH 46°18’30” EAST FOR 5.28 FEET; THENCE SOUTH 43°41’30” WEST FOR 37.72 FEET; THENCE SOUTH 45°00’00” EAST FOR 30.00 FEET TO THE POINT OF BEGINNING.

PARCEL V:

(LEASE PARCEL “D”)

A PARCEL OF SOVEREIGNTY SUBMERGED LAND ADJACENT TO SECTION 31, TOWNSHIP 61 SOUTH, RANGE 25 EAST, IN KEY WEST HARBOR, KEY WEST, MONROE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCE AT THE POINT OF INTERSECTION OF THE NORTHEASTERLY RIGHT-OF-WAY LINE OF DUVAL STREET WITH THE MEAN HIGH WATER LINE OF KEY WEST HARBOR, SAID MEAN HIGH WATER LINE BEING EVIDENCED BY THE OUTSIDE FACE OF AN EXISTING CONCRETE SEAWALL AS DEPICTED AND DESCRIBED IN EXHIBIT “B” AS RECORDED IN OFFICIAL RECORDS BOOK 869, PAGE 781 OF THE PUBLIC RECORDS OF MONROE COUNTY, FLORIDA; THENCE NORTH 45° WEST (BEARINGS SHOWN HEREON BASED ON AN ASSUMED MERIDIAN ) ALONG THE NORTHWESTERLY EXTENSION OF SAID NORTHEASTERLY RIGHT-OF-WAY LINE OF DUVAL STREET FOR 7.41 FEET TO A POINT, SAID POINT BEING THE POINT OF BEGINNING OF LEASE PARCEL “A” AS DEPICTED AND DESCRIBED IN SAID EXHIBIT “B”; THENCE NORTH 45°00’00” WEST ALONG THE SOUTHWESTERLY LIMIT OF SAID LEASE PARCEL “A” FOR 30.00 FEET TO THE POINT OF BEGINNING OF THE HEREINAFTER DESCRIBED PARCEL V (LEASE PARCEL “D”); THENCE CONTINUE NORTH 45°00’00” WEST ALONG THE NORTHWESTERLY EXTENSION OF SAID SOUTHWESTERLY LIMIT FOR 54.31 FEET TO AN INTERSECTION WITH THE LIMITS OF SAID LEASE PARCEL “A”; THENCE ALONG THE LIMITS OF SAID LEASE PARCEL “A” FOR THE FOLLOWING FOUR (4) COURSES; (1) NORTH 50°50’36” EAST FOR 33.68 FEET; (2) SOUTH 50°12’47” EAST FOR 44.93 FEET; (3) SOUTH 46°18’30” EAST FOR 5.28 FEET; (4) SOUTH 43°41’30” WEST FOR 37.72 FEET TO THE POINT OF BEGINNING.

EXHIBIT B

Form of

PURCHASE NOTICE

[Insert Notice Date]

Reference is made to that certain Option Agreement Pier House Resort & Spa, dated as of November 19, 2013 by Ashford Hospitality Prime Limited Partnership (“Ashford Prime OP”) and Ashford Hospitality Limited Partnership (“Ashford Trust OP”) with respect to the Property Entities (defined therein) and Ashford TRS Corporation (“Ashford Trust TRS”) and Ashford Prime TRS Corporation (“Ashford Prime TRS”), with respect to the TRS Entities (defined therein) (the “Option Agreement”). Capitalized terms used but not defined herein have the meaning set forth in the Option Agreement.

Ashford Prime OP, together with Ashford Prime TRS (collectively, the “Optionees”) hereby exercise the option to acquire the Ashford Trust Equity Interests in exchange for the Property Purchase Price and the Ashford Trust TRS Equity Interest in exchange for the TRS Purchase Price, subject to the terms and conditions set forth in the Option Agreement. The Closing Date shall be [Insert Closing Date], which date is not later than the first day of a calendar month following [Date 90 days from date of notice].

As required by the Option Agreement, Ashford Trust OP must notify us Ashford Prime OP no later than the Business Day following the date hereof of its election to receive cash or Ashford Prime OP Units in connection with the exercise of the Purchase Option.

ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP
By:	Ashford Prime OP General Partner LLC, its general partner
	By:
	Name:
	Title:
ASHFORD PRIME TRS CORPORATION
By:
	Name:
	Title:

EXHIBIT C

ASSIGNMENT, ASSUMPTION AND ADMISSION AGREEMENT

[Insert Property Entity or TRS Entity]

This Assignment, Assumption and Admission Agreement, dated as of [Insert date] (this “Agreement”), is entered into by and between [Ashford Hospitality Limited Partnership (“Ashford Trust OP”) and Ashford Hospitality Prime Limited Partnership (“Ashford Prime OP”)] or [Ashford TRS Corporation (“Ashford Trust TRS”) and Ashford Prime TRS Corporation (“Ashford Prime TRS”)]. Capitalized terms used and not otherwise defined herein have the meanings set forth in the [Insert applicable organizational document] (as defined below).

W I T N E S S E T H :

WHEREAS, [Insert Appropriate Whereas clauses to (i) identify the Property Entity or the TRS Entity, as applicable, (ii) describe the ownership structure of such entity, and (iii) identify the parties with authority to consent to the transfer e.g. general partner, members];

WHEREAS, [Ashford Trust OP/Ashford Trust TRS] desires to assign, transfer and convey all of its Conveyed Interest in the [Property Entity/TRS Entity] to Ashford Prime OP, and Ashford Trust OP desires to cease to be a [Limited Partner/Member] of such entity;

WHEREAS, [Ashford Prime OP/Ashford Prime TRS] desires to acquire and accept the Conveyed Interest, and [Ashford Prime OP/Ashford Prime TRS] desires to be admitted to the [Partnership/Company] as a successor [Limited Partner of the Partnership/Member of the Company];

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, do hereby agree as follows:

1. Assignment and Assumption. For good and valuable consideration received, the receipt and sufficiency of which are hereby acknowledged, upon the execution of this Agreement by the parties hereto, [Ashford Trust OP/Ashford Trust TRS] does hereby assign, transfer and convey the Conveyed Interest to [Ashford Prime OP/Ashford Prime TRS], and [Ashford Prime OP/Ashford Prime TRS] does hereby accept such Conveyed Interest and agrees to become a [Limited Partner of the Partnership and to be bound by the terms and conditions of the Partnership Agreement][Member of the Company and to be bound by the terms and conditions of the LLC Agreement.

2. Admission. Contemporaneously with the assignment of the Conveyed Interest described in paragraph 1 of this Agreement, [Ashford Prime OP/Ashford Prime TRS] shall be admitted to the [Partnership as a substitute Limited Partner of the Partnership][Company as a Member of the Company] without any further action by any Person.

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3. Withdrawal. Contemporaneously with the admission of [Ashford Prime OP/Ashford Prime TRS] as a successor [Limited Partner of the Partnership][Member of the Company], [Ashford Trust OP/Ashford Trust TRS] shall cease to be a [Limited Partner of the Partnership][Member of the Company] without any further action by any Person.

4. [Partnership Agreement/LLC Agreement]. Except as hereby amended to reflect the substitution of a [Limited Partner/Member], the [Partnership Agreement/LLC Agreement] shall remain in full force and effect.

5. Condition Precedent. The obligation and ability of each party to effect the assignment of the Conveyed Interest contemplated by this Agreement is subject to [Identify any conditions precedent to the transfer – e.g. Lender consents].

6. Future Cooperation. Each of the parties hereto agrees to cooperate at all times from and after the date hereof with respect to all of the matters described herein, and to execute such other documents as may be reasonably requested for the purpose of giving effect to, or evidencing or giving notice of, the transactions contemplated by this Agreement.

7. Binding Effect of this Agreement. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

8. Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

9. Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of [Delaware], all rights and remedies being governed by such laws without regard to principles of conflict of laws.

[Signature page follows]

2

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

ASSIGNOR:

[Insert appropriate signature block]

ASSIGNEE:

[Insert appropriate signature block]

[Insert any acknowledgement or consent language required, e.g. consent of general partner]

Assignment, Assumption and Admission Agreement

Signature Page

Schedule 3.10

Taxes of Ashford Trust OP

None.

Pier House Option Agreement – Schedules

Schedule 3.11

Claims or Litigation related to Ashford Trust OP

None.

Pier House Option Agreement – Schedules

Schedule 4.9

Taxes of Ashford Trust TRS

None.

Pier House Option Agreement – Schedules

Schedule 4.10

Claims or Litigation related to Ashford Trust TRS

None.

Pier House Option Agreement – Schedules

EX-10.8

Exhibit 10.8

EXECUTION VERSION

OPTION AGREEMENT

CRYSTAL GATEWAY MARRIOTT

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

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

WHEREAS, Ashford Trust TRS owns 100% of the outstanding equity interest in Ashford Gateway TRS Corporation (the “TRS Entity”);

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

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

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

NOW, THEREFORE, in consideration of ten dollars ($10.00) paid by the Optionees to the Grantors, the mutual covenants and conditions set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Optionees and Grantors agree as follows:

ARTICLE I

THE OPTION

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

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

Section 1.3 Purchase Price and Payment.

(a) The full purchase price for the Property Entities (as adjusted pursuant to Section 2.7(b) and the other terms of this Option Agreement, the “Property Purchase Price”) upon the exercise of the Purchase Option shall be equal to the fair market value of the Property at the time of the exercise of the Purchase Option, as determined by an appraisal performed by a nationally recognized appraiser jointly selected by Ashford Trust OP and Ashford Prime OP, as encumbered by the Property lease with Ashford Trust TRS. The Property Purchase Price is payable in common units of limited partnership of Ashford Prime OP (“Ashford Prime OP Units”), with the number of Ashford Prime OP Units being calculated based on the assumption that the Value (as defined below) of each Ashford Prime OP Unit will equal the Value of a share common stock of Ashford Hospitality Prime, Inc. (“Ashford Prime”), calculated as of the date the Purchase Option is exercised (the “Option Exercise Date”). The issuance of the Ashford Prime OP Units shall be evidenced by an amendment to the operating partnership agreement of Ashford Prime OP in such form as shall be reasonably acceptable to Ashford Trust OP (the “Partnership Amendment”).

As used herein, the term “Value” shall mean, with respect to a share of common stock of Ashford Prime, the average of the daily market price for the ten (10) consecutive trading days immediately preceding a specified date. The market price for each such trading day shall be: (i) if the stock of Ashford Prime is listed or admitted to trading on any securities exchange or the NASDAQ National Market System, the closing price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices on such day; (ii) if the stock of Ashford Prime is not listed or admitted to trading on any securities exchange or the

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

(b) The full purchase price for the TRS Entity (the “TRS Purchase Price”) upon the exercise of the Purchase Option shall be an amount of cash equal to the fair market value of the TRS Entity at the time of the exercise of the Purchase Option, as determined by an appraisal performed by a nationally recognized appraiser jointly selected by Ashford Trust OP and Ashford Prime OP.

(c) The transfer of the Property Entities pursuant to this Agreement is intended to be a contribution governed by Section 721(a) of the Code. Ashford Trust OP and Ashford Prime OP agree to such tax treatment and shall file their respective Tax Returns consistent with such treatment, unless otherwise required by applicable law.

ARTICLE II

CONTRACT TO PURCHASE OR CONTRIBUTE AND CLOSING PROCEDURES

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

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

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Closing, Optionees and Grantors will execute and deliver all closing documents required by the parties in accordance with Section 2.4 (the “Closing Documents”).

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

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

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

(iii) The consummation of the transactions contemplated by this Option Agreement shall not cause Ashford Hospitality Trust, Inc. (“Ashford Trust”), Ashford Trust OP or any affiliate to breach any covenants under that certain Credit Agreement, dated September 26, 2011, by and among Grantor, Ashford Trust, KeyBanc Capital Markets and KeyBank, National Association, as amended (the “Ashford Trust Credit Agreement”).

Section 2.4 Closing Deliverables.

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

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

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

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

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

(v) Any other documents reasonably necessary to contribute the Ashford Trust Equity Interests to Ashford Prime OP, to admit Ashford Trust OP as a partner of Ashford Prime OP, and to effectuate the transactions contemplated hereby.

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

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

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

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

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

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

(i) The Partnership Amendment.

(ii) A registration rights agreement with respect to the registration of the common stock of Ashford Prime into which the Ashford Prime OP Units may be converted, at the option of Ashford Prime, upon the redemption of the Ashford Prime OP Units, as provided in the limited partnership agreement of Ashford Prime OP.

(iii) The Assignment Agreement with respect to each Property Entity.

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(iv) A tax protection and reporting agreement, in a form acceptable to Ashford Trust OP, pursuant to which Ashford Prime OP will agree not to take any actions with respect to the Property that would result in any liability of Ashford Trust OP pursuant to that certain Tax Protection and Reporting Agreement by and among Ashford Trust OP and Robert H. Smith and Robert P. Kogod, for themselves and as representatives of the Eads Partners, dated as of July 13, 2006.

(v) The Guarantee Schedule.

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

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

(ii) The Assignment Agreement with respect to the TRS Entity.

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

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

Section 2.7 Adjustments to Property Purchase Price.

(a) All revenues and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between Ashford Trust OP and Ashford Prime OP as provided herein. Pursuant to such allocation, unless otherwise set forth herein, Ashford Trust OP shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to but not including the Closing Date, and Ashford Prime OP shall be entitled to all revenue and shall be responsible for all expenses for the period of time from, after and including the Closing Date. Such allocations and adjustments shall be shown on the closing statement (with such supporting documentation as the parties hereto may reasonably require) and shall not affect the Property Purchase Price but shall be settled in cash. Any revenue received or expense incurred by Ashford Trust OP or Ashford Prime OP (or the Property Entities or TRS Entity) with respect to the Property from and after the Closing Date shall be promptly allocated in the manner

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described herein and the parties shall promptly pay or reimburse any amount due. In the event the Closing Date is not the first day of a calendar month, the parties agree that the foregoing allocation of revenues and expenses for the month in which the Closing Date occurs shall be accomplished by a straight-line proration (based on the number of days in the calendar month in which the Closing occurs) of the estimated distribution for such month to be remitted by the management company of the Property (“Property Manager”) following such calendar month, subject to adjustment upon receipt of the actual amount of such distribution from Property Manager.

(b) Ashford Prime OP shall receive a credit against the Property Purchase Price in an amount equal to the sum of (a) the outstanding principal amount of the existing mortgage loan against the Property on the Closing Date (the “Existing Mortgage”), and (b) the portion of the debt service payment due on the next payment date for the Existing Mortgage that accrues to the period prior to the Closing Date. Ashford Trust OP shall receive a payment in cash in an amount equal to the balance as of the Closing Date of any FF&E or similar reserve held by the Property Manager. Except as otherwise provided in this Section 2.7(b), the parties agree that all working capital prorations shall be accomplished in full (including prorations for real and personal property ad valorem Taxes) by Ashford Prime OP making a cash payment to Ashford Trust OP in an amount equal to the balance of the working capital investment required by Property Manager.

Section 2.8 Right to Terminate.

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

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

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF ASHFORD TRUST OP

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

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

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

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

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

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Section 3.5 No Encumbrances. Subject to the receipt of third-party consents and waivers as required as a condition to closing pursuant to Section 2.3(i), as of the Closing Date, Ashford Trust OP will be the beneficial and record holder of the Ashford Trust Equity Interests, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state (“Blue Sky Laws”)), claim, Lien, pledge, voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, rights of assignment, purchase rights or other rights of any nature whatsoever of any third party (collectively, “Encumbrances”), and as of the Closing Date, Ashford Trust OP will have the full power and authority to convey the Ashford Trust Equity Interests free and clear of any Encumbrances, and upon delivery of the Assignment Agreement by Ashford Trust OP conveying the Ashford Trust Equity Interests and receipt by Ashford Trust OP of the Property Purchase Price as herein provided, Ashford Prime OP (or its designee) will acquire good and valid title thereto, free and clear of all Encumbrances. No Property Entity has issued any outstanding partnership, LLC membership or other equity ownership interests and no Property Entity has any outstanding options, warrants, convertible securities, calls, rights, commitments, preemptive rights, agreements, arrangements or understanding of any character obligating any Property Entity to (i) issue, deliver or sell, or cause to be issued, delivered or sold, additional equity ownership interests in such Property Entity or any securities or obligations convertible into or exchangeable for ownership interests in such Property Entity; or (ii) grant, extend or enter into any such option, warrant, convertible security, call, right, commitment, preemptive right, agreement, arrangement or understanding.

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

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

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

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

Section 3.10 Taxes. Except as set forth on Schedule 3.10 attached hereto, (i) all Taxes (including, but not limited to, real estate and personal property Taxes due and owing with respect to the Property) required to be paid by each Property Entity on or before the date hereof have been paid and all Tax Returns required to be filed on or before the date hereof (taking into account any extensions to file previously received) by or on behalf of any Property Entity have been timely filed; and (ii) there is no action, suit or proceeding pending against or threatened with respect to any Property Entity or the Property in respect of any Tax, nor is any claim for additional Tax asserted by any Property Entity nor are any of the Property Entity’s federal, state and local income or franchise Tax Returns the subject of any audit or examination by any taxing authority. Except as set forth on Schedule 3.10 attached hereto, no Property Entity has executed or filed with the Internal Revenue Service or any other taxing authority any agreement now in effect extending the period for assessment or collection of any income or other Taxes.

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

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

Section 3.13 Investment Representations. Ashford Trust OP hereby represents:

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

(b) Ashford Trust OP understands that the Ashford Prime OP Units to be issued to Ashford Trust OP, if any, will not be registered under the Act, or the securities laws of any state

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(“Blue Sky Laws”) by reason of a specific exemption or exemptions from registration under the Act and applicable Blue Sky Laws and that Ashford Prime OP’s reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of Ashford Trust OP.

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

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

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

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

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

and that Ashford Prime OP or Ashford Hospitality Prime, Inc, as the case may be, reserve the right to place a stop order against the transfer of the Ashford Prime OP Units (and any shares of common stock of Ashford Prime issued upon exchange of the Ashford Prime OP Units), and to

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refuse to effect any transfers thereof, in the absence of satisfying the conditions contained in the foregoing legend.

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

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF ASHFORD TRUST TRS

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

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

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

Section 4.3 Authority to Conduct Business. The TRS Entity is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required. The TRS Entity has full power and authority and all material licenses, permits, and authorizations necessary to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. Ashford Trust TRS has delivered to Ashford Prime TRS correct and complete copies of the governing documents of the TRS Entity, as amended to date. The TRS Entity is not in default under or in violation of any provision of its governing documents.

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

Section 4.5 No Encumbrances. Subject to the receipt of third-party consents and waivers as required as a condition to closing pursuant to Section 2.3(i), as of the Closing Date, Ashford Trust TRS will be the beneficial and record holder of the Ashford Trust TRS Equity Interests, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act or any Blue Sky Laws) or Encumbrances; and as of the Closing Date, Ashford Trust TRS will have the full power and authority to convey the Ashford Trust TRS Equity Interests free and clear of any Encumbrances, and upon delivery of the Assignment Agreement by Ashford Trust TRS conveying the Ashford Trust TRS Equity Interests and receipt by Ashford Trust TRS of the TRS Purchase Price as herein provided, Ashford Prime TRS (or its designee) will acquire good and valid title thereto, free and clear of all Encumbrances. The TRS Entity has not issued any outstanding common or preferred stock or other equity ownership interests, and the TRS Entity has no outstanding options, warrants, convertible securities, calls, rights, commitments, preemptive rights, agreements, arrangements or understanding of any character obligating the TRS Entity to (i) issue, deliver or sell, or cause to be issued, delivered or sold, additional equity ownership interests in the TRS Entity or any securities or obligations convertible into or exchangeable for ownership interests in the TRS Entity; or (ii) grant, extend or enter into any such option, warrant, convertible security, call, right, commitment, preemptive right, agreement, arrangement or understanding.

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

Section 4.7 Compliance With Laws. The TRS Entity has conducted its business in compliance with all applicable Laws, except for such failures that would not,

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individually or in the aggregate, reasonably be expected to materially and adversely affect the condition, financial or otherwise, or the earnings or business affairs of the TRS Entity or the Property.

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

Section 4.9 Taxes. Except as set forth on Schedule 4.9 attached hereto, (i) all Taxes required to be paid by the TRS Entity on or before the date hereof have been paid and all Tax Returns required to be filed on or before the date hereof (taking into account any extensions to file previously received) by or on behalf of the TRS Entity have been timely filed; and (ii) there is no action, suit or proceeding pending against or threatened with respect to the TRS Entity in respect of any Tax, nor is any claim for additional Tax asserted by the TRS Entity nor are any of the TRS Entity’s federal, state and local income or franchise Tax Returns the subject of any audit or examination by any taxing authority. Except as set forth on Schedule 4.9 attached hereto, the TRS Entity has not executed or filed with the Internal Revenue Service or any other taxing authority any agreement now in effect extending the period for assessment or collection of any income or other Taxes.

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

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

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

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ARTICLE V

REPRESENTATIONS, WARRANTIES OF ASHFORD PRIME OP

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

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

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

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

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

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

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

ARTICLE VI

REPRESENTATIONS, WARRANTIES OF ASHFORD PRIME TRS

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

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

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

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

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arbitration award to which Ashford Prime TRS is a party or by which the property of Ashford Prime TRS is bound or affected.

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

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

ARTICLE VII

COVENANTS

Section 7.1 Covenant Not to Substantially Alter the Grantor Equity Interests. From the date hereof through the earlier of the Closing Date or the Option Termination Date, except as otherwise provided for or as contemplated by this Option Agreement or the other agreements, documents and instruments contemplated hereby, Grantors shall not, without the prior written consent of Ashford Prime OP:

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

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

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

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

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

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

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

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

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

Section 7.5 Casualty. If, following exercise of the Purchase Option and prior to Closing, the Property is damaged by fire or other casualty which is fully insured (without regard to deductibles) and would cost not more than Ten Million Dollars ($10,000,000) to repair, then neither party shall have the right to terminate this Option Agreement by reason thereof, and the Closing shall take place without abatement of the Property Purchase Price and TRS Purchase Price, but Grantors shall assign to Optionees at the Closing all of Grantor’s interest in any insurance proceeds (except use and occupancy insurance, rent loss and business interruption insurance, and any similar insurance for the period preceding the Closing Date) that may be payable to Grantors on account of any such fire or other casualty, to the extent such proceeds have not been previously expended or are otherwise required to reimburse Grantors for actual expenditures of restoration, plus Ashford Prime OP shall credit the amount of any deductibles under any policies related to such proceeds to the Property Purchase Price. If any such damage due to fire or other casualty is insured and would cost in excess of Ten Million Dollars ($10,000,000), then Optionees may terminate their obligations under this Option Agreement by written notice given to Grantors within ten (10) days after Ashford Trust OP has given Ashford Prime OP notice of such damage or casualty. Should Optionees elect to proceed to Closing notwithstanding the amount of the insured loss, the Closing shall take place without abatement of the Property Purchase Price and TRS Purchase Price and at Closing, Grantors shall assign to Optionees the insurance proceeds and grant to Ashford Prime OP a credit against the Property Purchase Price equal to the amount of the applicable deductible.

Section 7.6 Condemnation. Following exercise of the Purchase Option and prior to Closing, Ashford Trust OP agrees to give Ashford Prime OP prompt notice of any notice it receives of any taking by condemnation of any part of or rights appurtenant to the Property. If such taking will materially interfere with the operation or use of the Property, the Optionees may terminate their obligations under this Option Agreement by written notice to Ashford Trust OP within ten (10) days after Ashford Trust OP has given Ashford Prime OP such notice of taking. If Optionees do not so elect to terminate this Option Agreement, or if such taking will not

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materially interfere with the operation or use of the Property, then the Closing shall take place as provided herein, and Grantors shall assign to Optionees at the Closing all of Grantor’s interest in any condemnation award which may be payable to Grantors on account of any such condemnation and, at Closing, Ashford Trust OP shall credit the Property Purchase Price by the amount, if any, of condemnation proceeds received by Grantors less (i) any amounts reasonably expended by Grantors in collecting such sums, (ii) any amounts reasonably used by Grantors to repair the Property as a result of such condemnation, and (iii) any amounts which are reasonably allocated to lost earnings or other damages or losses (other than unrepaired property damages) reasonably allocated or attributed to the period of time prior to Closing.

ARTICLE VIII

INDEMNIFICATION

Section 8.1 Indemnity.

(a) From and after the Closing, each party hereto (each of which is an “Indemnifying Party”) shall indemnify and hold harmless the other party and its Affiliates (each of which is an “Indemnified Party”) from and against any and all charges, complaints, claims, actions, causes of action, losses, damages, liabilities and expenses of any nature whatsoever (each, a “Claim”), including amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, costs of investigative judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) arising out of or relating to, asserted against, imposed upon or incurred by the Indemnified Party in connection with or as a result of any breach of a representation, warranty or covenant of the Indemnifying Party contained in this Option Agreement or in any schedule, exhibit, certificate or affidavit or Closing Document (to the extent not known by Indemnified Party prior to Closing Date); provided, however, that: (i) no Optionee shall have any obligation under this Article to indemnify any Indemnified Party against any Losses to the extent that such Losses arise by virtue of (A) either Grantors’ breach of this Option Agreement, gross negligence, willful misconduct or fraud or (B) the operation of the business of Ashford Trust OP, the Property Entities, Ashford Trust TRS or the TRS Entity, or the ownership and operation of the Property for the period prior to the Closing Date; and (ii) no Grantor shall have any obligation under this Article to indemnify any Indemnified Party against any Losses to the extent that such Losses arise by virtue of (A) any diminution in value of the Property, (B) either Optionee’s breach of this Option Agreement, gross negligence, willful misconduct or fraud or (C) the operation of the business of Ashford Prime OP, the Property Entities, Ashford Prime TRS or the TRS Entity, or the ownership and operation of the Property for the period from and after the Closing Date; and

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

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entered into or transactions entered into on or prior to the Closing Date; provided, however, that for the avoidance of doubt:

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

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

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

(c) From and after the Closing Date, Ashford Prime OP and Ashford Prime agree to jointly and severally indemnify and hold harmless Ashford Trust, Ashford Trust OP and their respective Affiliates from and against any and all Losses and Claims arising from and after the Closing Date under the Existing Guarantees, which Existing Guarantees, if any, shall be specifically identified to and acknowledged by Ashford Prime OP and Ashford Prime at the time of the Closing (the “Guarantee Schedule”). The obligations of Ashford Prime OP and Ashford Prime under this Section 8.1(c) shall continue as to each Existing Guarantee until such Existing Guarantee is terminated in accordance with its terms or Ashford Trust, Ashford Trust OP and their Affiliates, as applicable, are otherwise released in writing from such Existing Guarantees.

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

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

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

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

Section 8.5 Expiration.

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

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

Section 8.6 Limitations on Amount.

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

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

ARTICLE IX

MISCELLANEOUS

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

(a) “Affiliate” means, with respect to any Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the specified Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided, however, for purposes of this Option Agreement, Ashford Prime and the Optionees shall not be deemed to be Affiliates of Ashford Trust and the Grantors.

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

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

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

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

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

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

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

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

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

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

Section 9.3 Entire Agreement; Counterparts; Applicable Law. This Option Agreement and all ancillary agreements executed in connection with this Option Agreement (a) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, (b) may be executed in several counterparts, each of which will be deemed an original and all of which shall constitute one and the same instrument and (c) shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of Texas without giving effect to the conflict of law provisions thereof.

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

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

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

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

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

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

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

c/o Ashford Hospitality Advisors LLC

14185 Dallas Parkway, Suite 1100

Dallas, Texas 75254

Phone: (972) 490-9600

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

14185 Dallas Parkway, Suite 1100

Dallas, Texas 75254

Phone: (972) 490-9600

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

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

[Signature Pages Follow]

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

OPTIONEES:
ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP
By:	Ashford Prime OP General Partner LLC, its general partner
	By:	/s/ David Brooks
		David Brooks, Vice President
ASHFORD PRIME TRS CORPORATION
By:	/s/ David Kimichik
	David Kimichik, President

Gateway Option Agreement – Signature Page

GRANTORS:
ASHFORD HOSPITALITY LIMITED PARTNERSHIP
By:	Ashford OP General Partner LLC, its general partner
	By:	/s/ David Brooks
		David Brooks, Vice President
ASHFORD TRS CORPORATION
By:	/s/ David Kimichik
	David Kimichik, President

Gateway Option Agreement – Signature Page

ACKNOWLEDGEMENT AND AGREEMENT:

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

ASHFORD HOSPITALITY PRIME, INC.
By:	/s/ David Brooks
	David Brooks, Chief Operating Officer and General Counsel

CONSENT TO PLEDGE:

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

ASHFORD PRIME OP GENERAL PARTNER LLC
By:	/s/ David A. Brooks
	David A. Brooks, Vice President

Gateway Option Agreement – Signature Page

LIST OF SCHEDULES AND EXHIBITS

Exhibits

Exhibit A – Description of Property

Exhibit B – Purchase Notice

Exhibit C – Form of Assignment Agreement

Schedules

Schedule 3.10 – Taxes of Ashford Trust OP

Schedule 3.11 – Claims or Litigation related to Ashford Trust OP

Schedule 4.9 – Taxes of Ashford Trust TRS

Schedule 4.10 – Claims or Litigation related to Ashford Trust TRS

Gateway Option Agreement – List of Schedules and Exhibits

Exhibit “A”

PROPERTY DESCRIPTION

Tract 1:

Parcel 1, containing 100,012 square feet, more or less, as shown on “Plat Showing the Resubdivision of the Property of Eads Associates, a Limited Partnership” attached to a Deed of Resubdivision and Easement recorded in Deed Book 2231, page 1330, among the land records of Arlington County, Virginia, and more particularly described as follows:

BEGINNING at the intersection of the westerly right of way line of South Jefferson-Davis Highway, U.S. Rte. 1, with the northerly right of way line of 18th Street South, said point of beginning being the southeasterly corner of property of Eads Associates as acquired in Deed Book 1997, page 1214 of the land records of Arlington County, Virginia; thence running with said northerly right of way line of 18th Street South, along the following courses and distances: S. 79° 04’ 35” W. 11.74 feet to the P. C. of a curve to the left; thence continuing 83.47 feet along the arc of said curve to the left, which curve has a radius of 8,739.68 feet, the chord of which arc bears S. 78°48’ 10” W, 83.47 feet to the P. T.; thence continuing S. 78°31’45” W. 53.05 feet to the P.C. of a curve to the right; thence 34.04 feet along the arc of said curve to the right, which curve has a radius of 20.00 feet, the chord of which arc bears N. 52°43’01.5” W. 30.08 feet to the P. T; thence still continuing 63.93 feet along the arc of a curve to the right, which curve has a radius of 2,919.79 feet, the chord of which arc bears S. 3°20’17” E. 63.93 feet to a point lying in the original northerly right of way line of 18th Street South; thence still continuing S. 85°56’59’W. 30.01 feet to this intersection with the easterly right of way line of South Eads Street; thence running with said easterly right of way line of South Eads Street, 420.99 feet along the arc of a curve to the left ,which curve has a radius of 2,889.79 feet, the chord of which arc bears N. 6°52’06.5” W. 420.62 feet to the P. T; thence still continuing N 11 °02’ 31” W. 97.16 feet to a point; thence departing from the easterly right of way line of South Eads Street and running through the property of Eads Associates S. 87°50’00” E. 247.90 feet to a point in the new westerly right of way line of South Jefferson-Davis Highway, U.S. Route 1; thence running with said new westerly right of way line of South Jefferson-Davis Highway, along the following courses and distances: S. 3°08’36” E. 67.80 feet; S. 86°51’24” W. 2.00 feet S. 3°8’36” E 118.00 feet; N. 86°51’24” E. 2.00 feet; S. 3°8’36” E. 15.50 feet; thence 103.46 feet along the arc of a curve to the right, which curve has a radius of 3,331.66 feet, the chord of which arc bears S. 2°15’ 13.5” E. 103.45 feet; N. 88°38’09” E. 1.00 feet; thence 84.20 feet along the arc of a curve to the right, which curve has a radius of 3,332.66 feet, the chord of which arc bears S. 0 ° 38’25.5” E. 84.19 feet to a P. C. C; thence continuing 38.36 feet along the arc of a curve to the right, which curve has a radius of 2,845.79 feet, the chord of which arc bears S. 0°28’ 10” W. 38.35 feet to the point of beginning; containing 100,012 square feet of land, more or less,

Tract 2:

Parcel 2B, containing 46,553 square feet, more or less, as shown on “Plat Showing the Resubdivision of the Property of Eads Associates, a Limited Partnership” attached to a Deed of Resubdivision and Easement recorded in Deed Book 2231, page 1330, among the land records of Arlington County, Virginia, and more particularly described as follows:

Gateway Crystal City, Virginia

BEGINNING at a point lying in the southerly right of way line of 15th Street South, said point of beginning being the P.C. of a return curve located at the intersection of the aforesaid southerly right of way line of 15th Street South with the new westerly right of way line of South Jefferson Davis Highway, U.S. Route 1 as established by the Virginia Department of Highways and Transportation, said point of beginning lying 70 feet from the Virginia Department of Highways and Transportation construction centerline of 15th Street South; thence 74.39 feet along the arc of a curve to the right, which curve has a radius of 44. 75 feet, the chord of which arc bears S, 46°02’ 22.5” E. 66.12 feet to a P. R. C., said P. R. C. lying in the westerly right of way line of South Jefferson Davis Highway, U.S. Route 1; thence 4.02 feet along the arc of a curve to the left, which curve has a radius of 1,916.86 feet, the chord of which arc bears S. 1°31’ 27.5” W., 4.02 feet to a point; thence still continuing with said right of way line N. 88°32’ 09’ W., 12.00 feet; thence still continuing 155.11 feet along the arc of a curve to the left, which curve has a radius of 1,928.86 feet, the chord of which arc bears S. 0°50’22.5” E. 155.07 feet to the P.T; thence still continuing S. 3°08’36” E. 29.42 feet; S. 86°51’24” W. 1.00 feet, and S. 3°08’36” E, 91.20 feet to a point; thence departing from said right of way line and crossing the lands of Eads Associates as same appears duly platted and recorded in Deed Book 1997, page 1214, among the land records of Arlington County, Virginia, N. 87°50’00” W. 247.90 feet to a point, said point lying in the easterly right of way line of South Eads Street (25 feet distant from the centerline thereof); thence running with a portion of said easterly right of way line of South Eads Street, N. 11°02’31” W. 35.63 feet to a point, said point being the southwesterly corner of the property of Eads Condominium Corp. as same appears duly recorded in Deed Book 2171, page 100, among the aforesaid land records; thence departing from said street line and running with the southerly and easterly boundary of the property of Eads Condominium Corp. along the following courses and distances: S. 87°50’00” E. 79.20 feet; N. 02°10’ 00” E. 75.96 feet; N 42°50’ 00” W. 26.63 feet; N. 47°10’ 00” E. 63.92 feet; N. 2°10’ 00” E. 4.71 feet; N. 42°50’ 00” W. 13.42 feet; N. 47°10’ 00” E. 35.06 feet; N. 2°10’ 00” E. 16.38 feet; N. 47°10’ 00” E. 23.74 feet; S. 87°50’ 00” E. 16.38 feet; N. 47°10’ 00” E. 33.11 feet; N. 2°10’ 00” E. 31.11 feet; N. 87°50’ 00” W., 18.36 feet and N. 2°10’ 00” E. 17.72 feet to a point, said point lying in the aforementioned southerly right of way line of 15th Street South (70 feet distant from the VDH&T construction centerline); thence running with a portion of the new southerly right of way line of 15th Street South, N. 86°20’11” E. 41.52 feet to the point of beginning, containing 46,553 square feet of land, more or less.

AND BEING a portion of the same property conveyed to EADS Associates, a Virginia limited partnership, by deed from Washington Brick and Terra Cotta Company, a Virginia limited partnership, dated August 15,1979, and recorded September 25, 1979, in Deed Book 1997, page 1214 among the land records of Arlington County, Virginia.

Tract 3:

TOGETHER WITH non-exclusive easements for pedestrian and vehicular ingress and egress to and from the underground parking garages of Phase 11 and the Residential Building as defined in Paragraph 1(a) of that certain Easement Agreement by and between EADS CONDOMINIUM CORPORATION, a Virginia corporation, and EADS ASSOCIATES, a Virginia limited partnership, dated August 28, 1986, and recorded September 2, 1986, in Deed Book 2232, page 1307.

Gateway Crystal City, Virginia

EXHIBIT B

Form of

PURCHASE NOTICE

[Insert Notice Date]

Reference is made to that certain Option Agreement Crystal Gateway Marriott, dated as of November 19, 2013 by Ashford Hospitality Prime Limited Partnership (“Ashford Prime OP”) and Ashford Hospitality Limited Partnership (“Ashford Trust OP”) with respect to the Property Entities (defined therein) and Ashford TRS Corporation (“Ashford Trust TRS”) and Ashford Prime TRS Corporation (“Ashford Prime TRS”), with respect to the TRS Entities (defined therein) (the “Option Agreement”). Capitalized terms used but not defined herein have the meaning set forth in the Option Agreement.

Ashford Prime OP, together with Ashford Prime TRS (collectively, the “Optionees”) hereby exercise the option to acquire the Ashford Trust Equity Interests in exchange for the Property Purchase Price and the Ashford Trust TRS Equity Interest in exchange for the TRS Purchase Price, subject to the terms and conditions set forth in the Option Agreement. The Closing Date shall be [Insert Closing Date], which date is not later than the first day of a calendar month following [Date 90 days from date of notice].

ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP
By:	Ashford Prime OP General Partner LLC, its general partner
	By:
	Name:
	Title:
ASHFORD PRIME TRS CORPORATION
By:
	Name:
	Title:

EXHIBIT C

ASSIGNMENT, ASSUMPTION AND ADMISSION AGREEMENT

[Insert Property Entity or TRS Entity]

This Assignment, Assumption and Admission Agreement, dated as of [Insert date] (this “Agreement”), is entered into by and between [Ashford Hospitality Limited Partnership (“Ashford Trust OP”) and Ashford Hospitality Prime Limited Partnership (“Ashford Prime OP”)] or [Ashford TRS Corporation (“Ashford Trust TRS”) and Ashford Prime TRS Corporation (“Ashford Prime TRS”)]. Capitalized terms used and not otherwise defined herein have the meanings set forth in the [Insert applicable organizational document] (as defined below).

W I T N E S S E T H :

WHEREAS, [Insert Appropriate Whereas clauses to (i) identify the Property Entity or the TRS Entity, as applicable, (ii) describe the ownership structure of such entity, and (iii) identify the parties with authority to consent to the transfer e.g. general partner, members];

WHEREAS, [Ashford Trust OP/Ashford Trust TRS] desires to assign, transfer and convey all of its Conveyed Interest in the [Property Entity/TRS Entity] to Ashford Prime OP, and Ashford Trust OP desires to cease to be a [Limited Partner/Member] of such entity;

WHEREAS, [Ashford Prime OP/Ashford Prime TRS] desires to acquire and accept the Conveyed Interest, and [Ashford Prime OP/Ashford Prime TRS] desires to be admitted to the [Partnership/Company] as a successor [Limited Partner of the Partnership/Member of the Company];

NOW, THEREFORE, the undersigned, in consideration of the premises, covenants and agreements contained herein, do hereby agree as follows:

1. Assignment and Assumption. For good and valuable consideration received, the receipt and sufficiency of which are hereby acknowledged, upon the execution of this Agreement by the parties hereto, [Ashford Trust OP/Ashford Trust TRS] does hereby assign, transfer and convey the Conveyed Interest to [Ashford Prime OP/Ashford Prime TRS], and [Ashford Prime OP/Ashford Prime TRS] does hereby accept such Conveyed Interest and agrees to become a [Limited Partner of the Partnership and to be bound by the terms and conditions of the Partnership Agreement][Member of the Company and to be bound by the terms and conditions of the LLC Agreement.

2. Admission. Contemporaneously with the assignment of the Conveyed Interest described in paragraph 1 of this Agreement, [Ashford Prime OP/Ashford Prime TRS] shall be admitted to the [Partnership as a substitute Limited Partner of the Partnership][Company as a Member of the Company] without any further action by any Person.

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3. Withdrawal. Contemporaneously with the admission of [Ashford Prime OP/Ashford Prime TRS] as a successor [Limited Partner of the Partnership][Member of the Company], [Ashford Trust OP/Ashford Trust TRS] shall cease to be a [Limited Partner of the Partnership][Member of the Company] without any further action by any Person.

4. [Partnership Agreement/LLC Agreement]. Except as hereby amended to reflect the substitution of a [Limited Partner/Member], the [Partnership Agreement/LLC Agreement] shall remain in full force and effect.

5. Condition Precedent. The obligation and ability of each party to effect the assignment of the Conveyed Interest contemplated by this Agreement is subject to [Identify any conditions precedent to the transfer – e.g. Lender consents].

6. Future Cooperation. Each of the parties hereto agrees to cooperate at all times from and after the date hereof with respect to all of the matters described herein, and to execute such other documents as may be reasonably requested for the purpose of giving effect to, or evidencing or giving notice of, the transactions contemplated by this Agreement.

7. Binding Effect of this Agreement. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

8. Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

9. Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of [Delaware], all rights and remedies being governed by such laws without regard to principles of conflict of laws.

[Signature page follows]

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

ASSIGNOR:

[Insert appropriate signature block]

ASSIGNEE:

[Insert appropriate signature block]

[Insert any acknowledgement or consent language required, e.g. consent of general partner]

Assignment, Assumption and Admission Agreement

Signature Page

Schedule 3.10

Taxes of Ashford Trust OP

None.

Gateway Option Agreement – Schedules

Schedule 3.11

Claims or Litigation related to Ashford Trust OP

None.

Gateway Option Agreement – Schedules

Schedule 4.9

Taxes of Ashford Trust TRS

None.

Gateway Option Agreement – Schedules

Schedule 4.10

Claims or Litigation related to Ashford Trust TRS

None.

Gateway Option Agreement – Schedules

EX-10.9

Exhibit 10.9

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT, dated as of November 19, 2013, is entered into by and between Ashford Hospitality Prime, Inc., a Maryland corporation (“Ashford Prime”), Ashford Hospitality Limited Partnership, a Delaware limited partnership (“Ashford Trust OP”), which holds common partnership units in Ashford Hospitality Prime Limited Partnership, a Delaware limited partnership (Ashford Prime OP”) and Ashford Hospitality Advisors LLC, a Delaware limited liability company (“Ashford Advisor”).

RECITALS

WHEREAS, in connection with the separation and distribution of Ashford Prime (the “Transaction”) from Ashford Hospitality Trust, Inc., a Maryland corporation (“Ashford Trust”), Ashford Trust OP has contributed to Ashford Hospitality Prime Limited Partnership (“Ashford Prime OP”) certain assets in exchange for cash and the issuance of common partnership units of Ashford Prime OP (the “Ashford Prime OP Units”). Ashford Trust OP has retained certain of the Ashford Prime OP Units and has distributed the remainder to its limited partners, in accordance with the provisions of Ashford Trust OP’s partnership agreement, and Ashford Trust OP has been admitted as a limited partner of Ashford Prime OP;

WHEREAS, in connection with the Transaction and pursuant to an Advisory Agreement, Ashford Advisor will serve as the external advisor to Ashford Prime, and may receive Ashford Prime OP Units as compensation for such services (the “Ashford Advisor Units”);

WHEREAS, in connection with the Transaction, Ashford Prime OP and Ashford Trust OP, together with certain of their Affiliates have entered into option agreement pursuant to which Ashford Trust OP may receive additional Ashford Prime OP Units in exchange for the contribution of specified properties (such additional Ashford Prime OP Units, together with the Ashford Advisor Units, the “Additional Ashford Prime OP Units”); and

WHEREAS, pursuant to the Prime Partnership Agreement (as defined below), Ashford Prime OP Units, including any Additional Ashford Prime OP Units, owned by Ashford Trust OP or Ashford Advisor will be redeemable for cash or, at the option of Ashford Prime, exchangeable for shares of Ashford Prime’s common stock, par value $0.01 per share (the “Common Stock”) upon the terms and subject to the conditions contained in the Prime Partnership Agreement.

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.

“Ashford Trust OP Unitholder Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of the date hereof, by Ashford Prime for the benefit of Dartmore General Partnership, 5820 General Partnership, 3 MB Associates, Ashford Financial Corporation, Helmut Horn, Graham Hershman, Emily Landau, Martin Edelman, FGT, L.P., David Kimichik, David Brooks, Mark Nunneley, Lawrence D. Barkman, Arthur A. Birney, Washington Brick & Terra Cotta Company, L.P., L.L.P., Barbara Fleischman, Laura Glassman, Paul Glassman, Kogod Family Holding Group LLC, Arlene R. Kogod, Lauren Sue Kogod, Leslie Susan Kogod, Robert P. Kogod, Stuart Allan Kogod, Carice Smith Marital Deduction Trust, MC II Associates.

“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 Articles of Amendment and Restatement of Ashford Prime as filed with the Secretary of State of the State of Maryland on November 8, 2013, 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).

“Demand Registration” shall have the meaning set forth in Section 2.1(c) of this Agreement.

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

“Exchangeable Ashford Prime OP Units” means Ashford Prime OP Units, including any Additional Ashford Prime OP Units, which may be redeemable for cash or, at the sole and absolute discretion of Ashford Prime, exchangeable for shares of Common Stock pursuant to Section 7.4 of the Prime Partnership Agreement (without regard to any limitations on the exercise of such exchange right as a result of the Ownership Limit Provisions).

“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, including, but not limited to, any assignment or transfer to KeyBank National Association, as Agent (or any successor agent or nominee that holds Registrable Securities), as contemplated by that certain Credit Agreement,

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dated as of September 26, 2011, as the same may be now or hereafter amended, restated, extended, supplemented or consolidated, or any agreement executed pursuant thereto) (x) to the extent permitted under the Prime Partnership 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 (i) in a public distribution pursuant to a registration statement under the Securities Act, (ii) 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 or (iii) subject to registration rights under the Ashford Trust OP Unitholder Registration Rights Agreement.

“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) Ashford Trust OP, (ii) any partner, member or stockholder of Ashford Trust OP, (iii) any Affiliate of any such partner, member or stockholder, and (iv) the Immediate Family of any of the foregoing.

“Notice and Questionnaire” means a written notice, substantially in the form attached as Exhibit A, delivered by a Holder to Ashford Prime (i) notifying Ashford Prime 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 bound by the terms and conditions hereof.

“Ownership Limit Provisions” mean the various provisions of Ashford Prime’s Charter set forth in ARTICLE VI thereof restricting the ownership of shares of Common Stock by Persons to specified percentages of the outstanding shares of Common Stock.

“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.

“Piggyback Registration” shall have the meaning set forth in Section 2.1(b) of this Agreement.

“Prime Partnership Agreement” means the Amended and Restated Agreement of Limited Partnership of Ashford Prime OP, dated as of November 19, 2013, as the same may be amended, modified or restated from time to time.

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

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(i) a registration statement (including a Resale Shelf 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 publicly sold under Rule 144;

(iii) at all times that the Holder is an Initial Holder, all such shares held by such Person may be sold in one transaction pursuant to Rule 144; or

(iv) such shares have been otherwise transferred in a transaction that constitutes a sale thereof under the Securities Act, Ashford Prime has delivered a new certificate or other evidence of ownership for such shares not bearing the Securities Act restricted stock legend and such shares may be resold or otherwise transferred by such transferee without subsequent registration under the Securities Act;

provided, however, that “Registrable Securities” for purposes of the indemnification obligations contained in Sections 2.7 and 2.8 shall mean all shares that are registered on the applicable Shelf Registration, notwithstanding that such shares may not otherwise be “Registrable Securities” by operation of clause (iii) above.

“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.

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

“Underwriter” means a securities dealer who purchases any Registrable Securities as principal and not as part of such dealer’s market-making activities.

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ARTICLE II

REGISTRATION RIGHTS

Section 2.1 Registration.

(a) Resale Shelf Registration. Subject to Section 2.9, Ashford Prime 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 Prime 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(e) 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 Prime becomes eligible to use Form S-3 (or any similar or successor form), Ashford Prime 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 Ashford Prime shall use its best efforts to have such amendment declared effective as soon as practicable after filing. In the event that Ashford Prime fails to so file, or if filed fails to so maintain the effectiveness of, a Resale Shelf Registration Statement, Ashford Trust OP may participate in a Piggyback Registration pursuant to Section 2.1(b) herein; provided, further, that if and so long as a Resale Shelf Registration Statement is on file and effective (subject to the terms and conditions of this Agreement), then Ashford Prime shall have no obligation to allow participation in a Piggyback Registration.

At the time the Resale Shelf Registration Statement is declared effective, Ashford Trust OP and each other Holder that has delivered a duly completed and executed Notice and Questionnaire to Ashford Prime 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 Ashford Trust OP 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 Prime 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 Prime 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) Piggyback Registration. Subject to Section 2.1(a) hereof, if Ashford Prime proposes to file a registration statement (or a prospectus supplement pursuant to a then existing

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shelf registration statement) under the Securities Act with respect to a proposed underwritten equity offering by Ashford Prime for its own account or for the account of any of its respective securityholders of any class of security other than (i) any registration statement filed by Ashford Prime under the Securities Act relating to an offering of Common Stock for its own account as a result of the exercise of the exchange rights set forth in Section 7.4 of the Partnership Agreement, (ii) any registration statement filed in connection with a demand registration or any other contractually obligated registration or (iii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) filed in connection with an exchange offer or offering of securities solely to Ashford Prime’s existing securityholders, then Ashford Prime shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than ten (10) days before the anticipated filing date of the applicable preliminary prospectus or, if applicable, prospectus supplement; provided that in the case of a “bought deal” or an offering in which there is no (or very limited) marketing, seven (7) days before pricing, and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a “Piggyback Registration”). Ashford Prime shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggyback Registration to be included on the same terms and conditions as any similar securities of Ashford Prime included therein.

(c) Demand Registration.

(i) Request for Registration. Commencing on or after the date which is one year after the consummation of the Transaction, any Holder of Registrable Securities may make a written request for registration under the Securities Act of all or part of its Registrable Securities (a “Demand Registration”); provided, that Ashford Prime shall not be obligated to effect more than one Demand Registration in any twelve month period and not more than two such Demand Registrations in total; and provided, further, that Holders making such written request shall propose the sale of at least 100,000 shares of Registrable Securities (such number to be adjusted successively in the event Ashford Prime effects any stock split, stock consideration or recapitalization after the date hereof) or such lesser number of Registrable Securities if such lesser number is all of the Registrable Shares owned by the Holders. Any such request will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Within ten (10) days after receipt of such request, Ashford Prime will give written notice of such registration request to all other Holders of the Registrable Securities and include in such registration all such Registrable Securities with respect to which Ashford Prime has received written requests for inclusion therein within twenty (20) Business Days after the receipt by the applicable Holder of Ashford Prime’s notice. Each such request will also specify the number of shares of Registrable Securities to be registered and the intended method of disposition thereof.

(ii) Effective Demand Registration. A registration will not count as a Demand Registration until it has become effective and has remained effective and available for at least 180 days.

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(iii) Priority on Demand Registrations. If the Holders of a majority of shares of the Registrable Securities to be registered in a Demand Registration so elect by written notice to Ashford Prime, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. Ashford Prime shall select the book-running managing Underwriter in connection with any such Demand Registration; provided that such managing Underwriter must be reasonably satisfactory to the Holders of a majority of the shares of the Registrable Securities. Ashford Prime may select any additional investment banks and managers to be used in connection with the offering; provided that such additional investment bankers and managers must be reasonably satisfactory to the Holders of a majority of the shares of the Registrable Securities. To the extent 10% or more of the Registrable Securities so requested to be registered are excluded from the offering in accordance with Section 2.1(d), the Holders of such Registrable Securities shall have the right to one additional Demand Registration under this Section in such twelve-month period with respect to the Registrable Securities

(d) Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an offering described in Section 2.1(b) or (c) deliver a written opinion to Ashford Prime and the Holders of the Registrable Securities included in such offering that (i) the size of the offering that the Holders, Ashford Prime and such other persons intend to make or (ii) the kind of securities that Ashford Trust OP, Ashford Prime and such other Persons intend to include in such offering are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then:

(i) if the size of the offering is the basis of such Underwriter’s opinion, the amount of securities to be offered for the accounts of Holders shall be reduced pro rata (according to the number of Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; provided that, in the case of a Piggyback Registration, if securities are being offered for the account of other Persons as well as Ashford Prime, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons is reduced, if Ashford Prime has the right to reduce such other Person’s allocation; and

(ii) if the combination of securities to be offered is the basis of such Underwriter’s opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (i) above (subject to the proviso in clause (i)) or (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering.

(e) Continuous Effectiveness of Resale Shelf Registration Statement. Ashford Prime shall prepare and file such additional registration statements as necessary and use its

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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), such subsequent registration statements, if any, shall constitute a Resale Shelf Registration Statement hereunder.

(f) 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) or whenever Ashford Trust requests than any Registrable Securities be registered pursuant to Section 2.1(c) hereof, Ashford Prime 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. In connection with any such request:

(a) Ashford Prime will, as expeditiously as possible, prepare and file with the Commission a registration statement on any form for which Ashford Prime then qualifies or which counsel for Ashford Prime shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof; provided that if Ashford Prime shall furnish to the Holders making a request for a Demand Registration pursuant to Section 2.2(c) a certificate signed by either its Chairman, Chief Executive Officer or President stating that in his or her good faith judgment it would be significantly disadvantageous to Ashford Prime or its shareholders for such a registration statement to be filed as expeditiously as possible, Ashford Prime shall have a period of not more than 180 days within which to file such registration statement measured from the date of receipt of the request.

(b) Ashford Prime will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Selling Holder and each Underwriter, if any, 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 or Underwriter, if any, 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 or Underwriter may reasonably request to facilitate the disposition of the Registrable Securities owned by such Selling Holder.

(c) After the filing of the registration statement, Ashford Prime will promptly notify each Selling Holder of Registrable Securities covered by such registration statement of any stop

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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.

(d) Ashford Prime 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 or managing Underwriter or Underwriters, if any, 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 Prime 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 Prime 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 (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.

(e) Ashford Prime 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 Prime’s receipt of any notification of the suspension of the qualification of any Registrable Securities covered by a 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.

(f) Ashford Prime will enter into customary agreements (including an underwriting agreement, if any, in customary form) and take such other actions as are reasonably required to expedite or facilitate the disposition of such Registrable Securities pursuant to a Demand Registration.

(g) Ashford Prime will make available for inspection by any Selling Holder of such Registrable Securities, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any Selling Holder or Underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of Ashford Prime (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause Ashford Prime’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records which Ashford Prime determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Selling Holder of such Registrable Securities agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the

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basis for any market transactions in the securities of Ashford Prime unless and until such is made generally available to the public. Each Selling Holder of such Registrable Securities further agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to Ashford Prime and allow Ashford Prime, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential.

(h) Ashford Prime will furnish to each Selling Holder and to each Underwriter, if any, a signed counterpart, addressed to such Selling Holder or Underwriter, of (i) an opinion or opinions of counsel to Ashford Prime and (ii) if eligible under SAS 100, a comfort letter or comfort letters from Ashford Prime’s independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as the Holders of a majority of the Registrable Securities included in such offering or the managing Underwriter or Underwriters therefor reasonably requests.

(i) Ashford Prime 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).

(j) Ashford Prime will use its commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Ashford Prime are then listed.

(k) In addition to the Notice and Questionnaire, Ashford Prime may require each Selling Holder of Registrable Securities to promptly furnish in writing to Ashford Prime such information regarding such Selling Holder, the Registrable Securities held by it and the intended method of distribution of the Registrable Securities as Ashford Prime 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 Prime such information. Each holder further agrees to furnish as soon as reasonably practicable to Ashford Prime all information required to be disclosed to make information previously furnished to Ashford Prime by such Holder not materially misleading.

(l) Each Selling Holder agrees that, upon receipt of any notice from Ashford Prime of the happening of any event of the kind described in Section 2.2(c) or 2.2(e) 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 Prime that such disposition may be made and, in the case of clause (ii) of Section 2.2(e) or, if applicable, Section 2.9, copies of any supplemented or amended prospectus contemplated by clause (ii) of Section 2.2(e) or, if applicable, prepared under Section 2.9, and, if so directed by Ashford Prime, such Selling Holder will deliver to Ashford Prime 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

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time of receipt of such notice. Each Selling Holder of Registrable Securities agrees that it will immediately notify Ashford Prime 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 Prime 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 Prime 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 Prime and customary fees and expenses for independent certified public accountants retained by Ashford Prime (including the expenses of any comfort letters or costs associated with the delivery by independent certified public accountants of a comfort letter or comfort letters requested pursuant to Section 2.2(h) hereof), and (vi) the reasonable fees and expenses of any special experts retained by Ashford Prime in connection with such registration. Ashford Prime 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 Prime. Ashford Prime 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 Prime 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 Prime by such Selling Holder or on such Selling Holder’s behalf expressly for inclusion therein. Ashford Prime also agrees to indemnify any Underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Selling Holders provided in this Section 2.7, provided that the foregoing indemnity with respect to any preliminary prospectus shall not inure to the benefit of any Underwriter of the Registrable Securities from whom the person asserting any such losses, claims, damages or liabilities purchased the Registrable Securities which are the

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subject thereof if such person did not receive a copy of the prospectus (or the prospectus as supplemented) at or prior to the confirmation of the sale of such Registrable Securities to such person in any case where such delivery is required by the Securities Act and the untrue statement or omission of a material fact contained in such preliminary prospectus was corrected in the prospectus (or the prospectus as supplemented). 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 Prime, its officers, directors and agents and each Person, if any, who controls Ashford Prime 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 Prime 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 Prime 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 Prime, and Ashford Prime 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. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of Ashford Prime provided in this Section 2.5. 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

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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 Prime. 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 (i) as between Ashford Prime and the Selling Holders on the one hand and the Underwriters on the other, in such proportion as is appropriate to reflect the relative fault of Ashford Prime and each Selling Holder on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations and (ii) between Ashford Prime on the one hand and each Selling Holder on the other, in such proportion as is appropriate to reflect the relative fault of Ashford Prime and each Selling Holder in connection with such 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 Prime and the Selling Holders on the one hand and of the Underwriters 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 Ashford Prime and the Selling Holders or by the Underwriters. The relative fault of Ashford Prime 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.

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Ashford Prime 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 (even if the Underwriters were treated as one entity for such purpose) 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 Underwriter shall be required to contribute any amount in excess of the amount by which the total commissions and discounts received by such Underwriter in connection with the sale of the securities underwritten by it and distributed to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and 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 proportion to the net proceeds of the offering received by such Selling Holder bears to the total net proceeds of the offering received by all the Selling Holders and not joint.

Section 2.8 Rule 144. Ashford Prime covenants that it will (a) make and keep public information regarding Ashford Prime 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 Prime 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 Prime and such other reports and documents so filed by Ashford Prime, 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.

If the Board of Directors of Ashford Prime determines in its good faith judgment that the filing of a registration statement under Section 2.1 or the use of any related prospectus would be materially detrimental to Ashford Prime because such action would require the disclosure of material information that Ashford Prime has a bona fide business purpose for preserving as confidential or the disclosure of which would impede Ashford Prime’s ability to consummate a significant transaction (“Confidential Information”), and that Ashford Prime is not otherwise required by applicable securities laws or regulations to disclose, upon written notice of such determination by Ashford Prime to the Holders, the rights of the Holders to offer, sell or

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distribute any Registrable Securities pursuant to a registration Statement or to require Ashford Prime to take action with respect to the registration or sale of any Registrable Securities pursuant to a registration statement shall be suspended until the earlier of (i) the date upon which Ashford Prime 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 Prime 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 Prime 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 Prime 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 Prime to the Holders, the rights of Ashford Trust OP to offer, sell or distribute any Registrable Securities pursuant to a registration statement or to require Ashford Prime to take action with respect to the registration or sale of any Registrable Securities pursuant to a registration statement shall be suspended until the date on which Ashford Prime 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 registration statement, and Ashford Prime shall notify the Holders as promptly as practicable when such suspension is no longer required.

Section 2.10 Additional Shares.

Ashford Prime, at its option, may register under a 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 Ashford Prime.

Section 2.11 Holdback Agreements.

(a) Restrictions on Public Sale by Holder of Registrable Securities. To the extent not inconsistent with applicable law and except with respect to a shelf registration (including the Resale Shelf Registration Statement), each Holder whose securities are included in a registration statement agrees not to effect any sale or distribution of the issue being registered or a similar security of Ashford Prime, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act, during the 14 days prior to, and during the 90-day period beginning on, the effective date of such registration statement (except as part of such registration), if and to the extent requested in writing by Ashford Prime in the case of a non-underwritten public offering or if and to the extent requested in writing by the managing Underwriter or Underwriters in the case of an underwritten public offering.

(b) Restrictions on Public Sale by Ashford Prime and Others. Ashford Prime agrees that any agreement entered into after the date of this Agreement pursuant to which Ashford Prime issues or agrees to issue any privately placed securities shall contain a provision under which holders of such securities agree not to effect any sale or distribution of any securities similar to

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those being registered in accordance with Section 2.1(b) or (c) hereof, or any securities convertible into or exchangeable or exercisable for such securities, during the 14 days prior to, and during the 90-day period beginning on, the effective date of any registration statement (except as part of such registration statement where the Holders of a majority of the Registrable Securities to be included in such registration statement consent or as part of registration statements filed as set forth in Section 2.1(b)(i) or (iii)), if and to the extent requested in writing by Ashford Prime in the case of a non-underwritten public offering or if and to the extent requested in writing by the managing Underwriter or Underwriters in the case of an underwritten public offering, in each case including a sale pursuant to Rule 144 under the Securities Act (except as part of any such registration, if permitted); provided, however, that the provisions of this paragraph (b) shall not prevent the conversion or exchange of any securities pursuant to their terms into or for other securities.

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 Prime 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 Prime and the Holders of a majority of the Registrable Securities (with Holders of Exchangeable Ashford Prime OP Units deemed to be Holders, for purposes of this Section, of the number of shares of Common Stock into which such Exchangeable Ashford Prime OP 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:

(i) if to Ashford Trust OP, at 14185 Dallas Parkway, Suite 1100, Dallas, TX 25254, Attention: Chief Legal Officer, or to such other address as Ashford Prime may hereafter specify in writing;

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(ii) if to any other Holder, initially to the address indicated in such Holder’s Notice and Questionnaire or, if no Notice and Questionnaire has been delivered, to such other address as any Holder shall have specified in writing; and

(iii) if to Ashford Prime, at 14185 Dallas Parkway, Suite 1100, Dallas, TX 25254, Attention: Chief Legal Officer, or to such other address as Ashford Prime may hereafter specify in writing.

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; when received if deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and 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 Prime in connection with a transfer of such Holder’s Ashford Prime OP Units or Registrable Securities; provided, that the Holder satisfies all applicable transfer provisions for the Ashford Prime OP Units or Registrable Securities, as applicable, and notifies Ashford Prime 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 Prime with respect to the Registrable Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

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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 Prime when there are no longer any Registrable Securities; 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]

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

ASHFORD HOSPITALITY PRIME, INC.
By:	/s/ David A. Brooks
David A. Brooks, Chief Operating Officer and General Counsel
Address:
14185 Dallas Parkway, Suite 1100
Dallas, TX 75254
ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership
By: Ashford OP General Partner, LLC, its sole general partner
	By:	/s/ David A. Brooks
	David A. Brooks, Vice President
Address:
14185 Dallas Parkway, Suite 1100
Dallas, TX 75254
ASHFORD HOSPITALITY ADVISORS LLC
By:	/s/ David A. Brooks
David A. Brooks, Vice President
Address:
14185 Dallas Parkway, Suite 1100
Dallas, TX 75254

[Signature Page to Registration Rights Agreement]

Exhibit A

Form of Notice and Questionnaire

The undersigned beneficial holder of shares of common stock, par value $.01 per share (“Common Stock”), of Ashford Hospitality Prime, Inc. (the “Company”) and/or common units of limited partnership interests of Ashford Hospitality Prime Limited Partnership (“Ashford Prime OP”) 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 19, 2013, by and between the Company, Ashford Hospitality Limited partners and Ashford Hospitality Advisors LLC. 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

1. (a) Full Legal Name of Selling Security Holder:

(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:

2. Address for Notices to Selling Security Holder:

Telephone:

Fax:

E-mail address:

Contact Person:

3. Beneficial Ownership of Registrable Securities:

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

4. Beneficial Ownership of Securities of the Company Owned by the Selling Security Holder:

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:

5. Relationship with the Company

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:

6. Plan of Distribution

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 Prime 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 Prime 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 Prime, 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 Hospitality Prime, Inc.

14185 Dallas parkway, Suite 1100

Dallas, TX 75254

Tel: (972) 490-9600

Attention: Chief Legal Officer