Common use of Liquidation Preference Clause in Contracts

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 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.

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, Partner LLC, in its capacity as holder of the Series D E Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 per Series D 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, 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, Partner LLC, in its capacity as the holder of the Series D 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, Partner LLC, in its capacity as the holder of the Series D 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 D 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, Partner LLC, in its capacity as the holder of the Series D E Preferred Partnership Units, holders of the Series D 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.

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 E Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 per Series D 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 D 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 D 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 D 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 D E Preferred Partnership Units, holders of the Series D 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.

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 A Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 per Series D 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 D 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 D 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 D 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 D A Preferred Partnership Units, holders of the Series D 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.

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, 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, 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, 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, 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, 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 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.

Liquidation Preference. (i) A. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment or distribution shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, Ashford OP Limited Partner, LLC, in its capacity as holder the holders of the Series D A Preferred Partnership Units, Units then outstanding shall be entitled to receive be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference distribution in cash of $25.00 per Series D A Preferred Partnership UnitUnit (the “Base Liquidation Preference”), plus an amount equal to all accumulated, any accrued and unpaid Preferred Return to distributions (whether or not declared) to, but not including, the date of final distribution, but Ashford OP Limited Partner, LLC shall not be entitled to any further payment with respect thereto. or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. If upon any such voluntary or involuntary 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 available assets of the Series D Preferred Partnership Units, shall be are insufficient to pay in the full amount of the above described preferential distribution Liquidating Distributions on all outstanding Series A Preferred Units and liquidating distributions the corresponding amounts payable on any other series of all outstanding Parity Preferred 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 Series A Preferred Units and Parity Preferred Units shall share ratably in any such other Parity Units ratably distribution of assets in proportion to the same proportion as the respective amounts that full Liquidating Distributions to which they would otherwise be payable on such Series D Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in fullrespectively entitled. (ii) C. Upon any voluntary or involuntary 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 A Preferred Partnership Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (iii) None E. For the avoidance of a consolidation doubt, the consolidation, merger or merger conversion of the Partnership with or into another entity, a the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a the sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

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, Partner LLC, in its capacity as holder of the Series D A Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 per Series D 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, 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, Partner LLC, in its capacity as the holder of the Series D 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, Partner LLC, in its capacity as the holder of the Series D 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 D 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, Partner LLC, in its capacity as the holder of the Series D A Preferred Partnership Units, holders of the Series D 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.

Liquidation Preference. (i) a. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series B Preferred Units, before any distribution or payment or distribution shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, Ashford OP Limited Partner, LLC, in its capacity as holder the holders of the Series D B Preferred Partnership Units, Units then outstanding shall be entitled to receive be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference distribution in cash of $25.00 per Series D B Preferred Partnership UnitUnit (the “Series B Base Liquidation Preference”), plus an amount equal to all accumulated, any accrued and unpaid Series B Preferred Return to to, but not including, the date of final distributionpayment (together with the Series B Base Liquidation Preference, but Ashford OP Limited Partner, LLC shall not be entitled to any further payment with respect thereto. the “Liquidating Distribution”). b. If upon any such voluntary or involuntary 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 available assets of the Series D Preferred Partnership Units, shall be are insufficient to pay in the full amount of the above described preferential distribution Liquidating Distributions on all outstanding Series B Preferred Units and liquidating distributions the corresponding amounts payable on any other series of all outstanding Parity Preferred 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 Series B Preferred Units and Parity Preferred Units shall share ratably in any such other Parity Units ratably distribution of assets in proportion to the same proportion as the respective amounts that full Liquidating Distributions to which they would otherwise be payable on such Series D Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in fullrespectively entitled. (ii) Upon any liquidation, dissolution or winding up c. After payment of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder amount of the Series D Preferred Partnership UnitsLiquidating Distributions to which they are entitled, holders of the Series D B Preferred Partnership Units shall will have no right or claim to any of the remaining assets of the Partnership. (iii) None d. For the avoidance of a consolidation doubt, the consolidation, merger or merger conversion of the Partnership with or into another entity, a the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a the sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) a. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment or distribution shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, Ashford OP Limited Partner, LLC, in its capacity as holder the holders of the Series D A Preferred Partnership Units, Units then outstanding shall be entitled to receive be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference distribution in cash of $25.00 per Series D A Preferred Partnership UnitUnit (the “Base Liquidation Preference”), plus an amount equal to all accumulated, any accrued and unpaid Series A Preferred Return to to, but not including, the date of final distributionpayment (together with the Base Liquidation Preference, but Ashford OP Limited Partner, LLC shall not be entitled to any further payment with respect thereto. the “Liquidating Distribution”). b. If upon any such voluntary or involuntary 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 available assets of the Series D Preferred Partnership Units, shall be are insufficient to pay in the full amount of the above described preferential distribution Liquidating Distributions on all outstanding Series A Preferred Units and liquidating distributions the corresponding amounts payable on any other series of all outstanding Parity Preferred 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 Series A Preferred Units and Parity Preferred Units shall share ratably in any such other Parity Units ratably distribution of assets in proportion to the same proportion as the respective amounts that full Liquidating Distributions to which they would otherwise be payable on such Series D Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in fullrespectively entitled. (ii) Upon any liquidation, dissolution or winding up c. After payment of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder amount of the Series D Preferred Partnership UnitsLiquidating Distributions to which they are entitled, holders of the Series D A Preferred Partnership Units shall will have no right or claim to any of the remaining assets of the Partnership. (iii) None d. For the avoidance of a consolidation doubt, the consolidation, merger or merger conversion of the Partnership with or into another entity, a the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a the sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (ia) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnershipaffairs of the Partnership (each a “Liquidation Event”), the holders of Series A Preferred Units then outstanding are entitled to be paid, or have the Partnership declare and set aside for payment, out of the assets of the Partnership legally available for distribution to its unitholders, a liquidation preference equal to the sum of the following (collectively, the “Liquidation Preference”): (i) One Thousand Dollars ($1,000.00) per Class A Preferred Unit, (ii) all accrued and unpaid distributions thereon through and including the date of payment, and (iii) if the Liquidation Event occurs before the Redemption Premium (as defined below) right expires, the per unit Redemption Premium in effect on the date of payment of the Liquidation Preference, before any payment or distribution shall be of assets is made to or set apart for the holders of any Junior UnitsSecurities. In the event that the Partnership elects to set aside the Liquidation Preference for payment, Ashford OP Limited Partnerthe Series A Preferred Units shall remain outstanding until the holders thereof are paid the full Liquidation Preference, LLCwhich payment shall be made no later than immediately prior to the Partnership making its final liquidating distribution on the Junior Securities. In the event that the Redemption Premium in effect on the payment date is less than the Redemption Premium on the date that the Liquidation Preference was set apart for payment, in its capacity as holder the Partnership may make a corresponding reduction to the funds set apart for payment of the Series D Preferred Partnership UnitsLiquidation Preference. (b) If, 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 liquidationsuch Liquidation Event, dissolution or winding up the available assets 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 are insufficient to pay in the full amount of the above described preferential distribution and liquidating distributions Liquidation Preference on any other series of Parity all outstanding Series A Preferred 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 A Preferred Partnership Units shall share ratably in any such distribution of assets in proportion to the full Liquidation Preference to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidation Preference to which they are entitled, the holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (iiid) None Upon the Partnership’s provision of written notice as to the effective date of any such Liquidation Event, accompanied by a check or electronic payment in the amount of the full Liquidation Preference to which each record holder of the Series A Preferred Units is entitled, the Series A Preferred Units shall no longer be deemed outstanding units of the Partnership and all rights of the holders of such Series A Preferred Units will terminate. Such notice shall be given by first class mail, postage pre-paid, or via electronic mail to each record holder of the Series A Preferred Units at the respective addresses of such holders as the same shall appear on the unit transfer records of the Partnership. Permissible forms of electronic payment pursuant to this paragraph shall include, without limitation, ACH transfers, direct deposit or wire transfers, in each case to be initiated on or before the day on which the related notice is given. (e) The consolidation or merger of the Partnership with or into another entity, a merger any other business enterprise or of another entity any other business enterprise with or into the Partnership, a statutory unit exchange by or the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property assets or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership., shall not be deemed to constitute a Liquidation Event; provided, however that any such transaction which results in an amendment, restatement or replacement of this Agreement that has a material adverse effect on the rights and preferences of the Series A Preferred Units, or that increases the number of authorized or issued Series A Preferred Units, shall be deemed a Liquidation Event for purposes of determining whether the Liquidation Preference is payable unless the right to receive payment is waived by holders of a majority of the outstanding Series A Preferred Units voting as a separate class (excluding any Series A Preferred Units that were not issued in a private placement of the Series A Preferred Units conducted by H&L Equities, LLC)

Liquidation Preference. (i) a. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment or distribution shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, Ashford OP Limited Partner, LLC, in its capacity as holder the holders of the Series D A Preferred Partnership Units, Units then outstanding shall be entitled to receive be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference distribution in cash of $25.00 per Series D A Preferred Partnership UnitUnit (the “Base Liquidation Preference”), plus an amount equal to all accumulated, any accrued and unpaid Series A Preferred Return to to, but not including, the date of final distributionpayment (together with the Base Liquidation Preference, but Ashford OP Limited Partner, LLC shall not be entitled to any further payment with respect thereto. the “Liquidating Distribution”). b. If upon any such voluntary or involuntary 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 available assets of the Series D Preferred Partnership Units, shall be are insufficient to pay in the full amount of the above described preferential distribution Liquidating Distributions on all outstanding Series A Preferred Units and liquidating distributions the corresponding amounts payable on any other series of all outstanding Parity Preferred 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 Series A Preferred Units and Parity Preferred Units shall share ratably in any such other Parity Units ratably distribution of assets in proportion to the same proportion as the respective amounts that full Liquidating Distributions to which they would otherwise be payable on such Series D Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in fullrespectively entitled. (ii) Upon any liquidation, dissolution or winding up c. After payment of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder amount of the Series D Preferred Partnership UnitsLiquidating Distributions to which they are entitled, holders of the Series D A Preferred Partnership Units shall will have no right or claim to any of the remaining assets of the Partnership. (iii) None d. For the avoidance of a consolidation doubt, the consolidation, merger or merger conversion of the Partnership with or into another entity, a the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a the sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs 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 Series A Preferred Mirror Units then outstanding are entitled to be paid out of the Series D Preferred assets of the Partnership Units, shall be entitled available for distribution to receive the Partners pursuant to Section 13.5(a) of the Partnership Agreement a liquidation preference distribution of $25.00 equal to the Stated Value per Series D A Preferred Partnership Mirror Unit, plus an amount equal to all accumulated, any accrued and unpaid Preferred Return distributions to the date of final distributionpayment, but Ashford OP Limited Partnerbefore any distribution of assets is made to holders of Class A Units and GP Units or any other Partnership Interests that rank junior to the Series A Preferred Mirror Units as to liquidation rights. (ii) In the event that, LLC shall not be entitled to any further payment with respect thereto. If upon any such voluntary or involuntary liquidation, dissolution or winding up up, the available assets 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 are insufficient to pay in full the above described preferential distribution and amount of the liquidating distributions on any all outstanding Series A Preferred Mirror Units and the corresponding amounts payable on all other series Partnership Interests ranking on a parity with the Series A Preferred Mirror Units in the distribution of Parity Unitsassets, then such assets, or the proceeds thereof, assets shall be distributed allocated among Ashford OP Limited Partnerthe Series A Preferred Mirror Units, LLCas a class, and each class or series of such other such Partnership Interests, as a class, in its capacity as proportion to the holder full liquidating distributions to which they would otherwise be respectively entitled. (iii) After payment of the Series D Preferred Partnership Unitsfull amount of the liquidating distributions to which they are entitled, and the holders of any such other Parity Series A Preferred Mirror 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 will have no right or claim to any of the remaining assets of the Partnership. (iiiiv) None of a The consolidation or merger of the Partnership with or into another entityany other partnership, a merger corporation, trust or entity or of another any other partnership, corporation, trust or other entity with or into the Partnership, a statutory unit exchange by or the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business of the Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs Partnership for purposes of the Partnershipthis Section 1(d).

Liquidation Preference. (i) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs 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 A Preferred Partnership Units, Units shall be entitled to receive out of the assets of the Partnership legally available for distribution to the Partners pursuant to Section 13.2.A of the Partnership Agreement a liquidation preference distribution in cash of $25.00 per Series D A Preferred Partnership Unit, plus an amount equal to all accumulated, accrued accumulated and unpaid Preferred Return distributions to the date of final distributionpayment, but Ashford OP Limited Partnerbefore any distribution of assets is made to holders of Class A Units, LLC shall not be entitled Class B Units or any other Partnership Interests that rank junior to any further payment with respect thereto. the Series A Preferred Units as to liquidation rights. (ii) If upon any such voluntary or involuntary 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 affairs of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder assets of the Series D Preferred Partnership Units, are insufficient to make such full payment to holders of the Series D A Preferred Units and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series A Preferred Units in the distribution of assets, then the holders of the Series A Preferred Units and other such Partnership Interests shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. (iii) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series A Preferred Units shall have no right or claim to any of the remaining assets of the Partnership. (iiiiv) 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 's property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (iA) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited the General Partner, LLC, in its capacity as holder of the Series D E Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of Two Thousand Five Hundred Dollars ($25.00 2,500.00) (the “Series E Liquidation Preference”) per Series D E Preferred Partnership Unit, Unit plus an amount equal to all accumulated, dividends accrued and unpaid on one Series E Preferred Return Share to the date of final distribution, but Ashford OP Limited distribution to the General Partner, LLC in its capacity as such holder; but the General Partner, in its capacity as the holder of Series E Preferred Units, shall not be entitled to any further payment with respect theretoto such Series E Preferred Units. If If, upon any such liquidation, dissolution or winding up of the Partnership, its assetsthe assets of the Partnership, or proceeds thereof, distributable among Ashford OP Limited to the General Partner, LLC, in its capacity as the holder of the Series D E Preferred Partnership Units, shall be insufficient to pay in full the above described preferential distribution amount aforesaid and liquidating distributions payments on any other class or series of Parity Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited the General Partner, LLC, in its capacity as the holder of the such Series D E Preferred Partnership Units, and the holders of any such other Parity Units ratably in the same proportion as accordance with the respective amounts that would be payable on such Series D E Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 3, (x) a consolidation or merger of the Partnership or the General Partner with one or more partnerships, limited liability companies, corporations, real estate investment trusts or other entities and (y) a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (iiB) Upon Subject to the rights of the holders of Partnership Units of any series or class ranking on a parity with or prior to the Series E Preferred Units upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to Ashford OP Limited the General Partner, LLC, in its capacity as the holder of the Series D E Preferred Partnership Units, holders as provided in this Section 3, any other series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the Series D E Preferred Partnership Units Units, shall have no right or claim not be entitled to any of the remaining assets of the Partnershipshare therein. (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.

Liquidation Preference. (ia) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership 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, LLCCompany, in its capacity as the holder of the Series D SN Preferred Units, shall be entitled to receive One Thousand Dollars ($1,000.00) per Series SN Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Company, in its capacity as such holder; but the Company, in its capacity as the holder of Series SN Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the Company, the assets of the Partnership, or proceeds thereof, distributable to the Company, in its capacity as the holder of Series SN Preferred Units, shall be insufficient to pay in full the above described preferential distribution amount aforesaid and liquidating distributions payments on any other series units of Parity Unitsthe Partnership ranking on a parity with the Series SN Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner, LLCthe Company, in its capacity as the holder of the such Series D SN Preferred Partnership Units, and the holders of any such other Parity Units units ratably in the same proportion as accordance with the respective amounts that would be payable on such Series D SN Preferred Partnership Units and any such other Parity Units units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 (i) a consolidation or merger of the Partnership or the Company with one or more entities, (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the Company. (iib) Upon Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN Preferred Units upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLCthe Company, in its capacity as the holder of the Series D SN Preferred Partnership Units, holders as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series D SN Preferred Partnership Units Units, shall have no right or claim not be entitled to any of the remaining assets of the Partnershipshare therein. (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.

Liquidation Preference. (ia) Upon In the event of any voluntary or involuntary liquidation, dissolution dissolution, or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of any Junior other class or series of Limited Partnership Interest ranking junior to the Series A-1 Preferred Units, Ashford OP Limited Partner, LLC, in its capacity as holder of the Series D Preferred Partnership Units, A-1 Holders shall be entitled to receive a liquidation preference distribution of $25.00 per the Series D Preferred Partnership UnitA-1 Liquidation Preference, plus an amount equal to all accumulated, accrued distributions declared and unpaid Preferred Return thereon to the date of final distribution. If, but Ashford OP Limited Partner, LLC shall not be entitled to any further payment with respect thereto. If upon any such liquidation, dissolution dissolution, or winding up of the Partnership the assets of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder of to the Series D Preferred Partnership Units, A-1 Holders shall be insufficient to pay in full the above described preferential distribution and amount aforesaid as liquidating distributions payments on any other series of Parity UnitsPartnership Securities ranking on a parity with the Series A-1 Preferred Units as to such distribution, 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 A-1 Preferred Partnership Units, Units and the holders of any such other Parity Units Partnership Securities ratably in the same proportion as accordance with the respective amounts that would be payable on such Series D A-1 Preferred Partnership Units and any such other Parity Units Partnership Securities if all amounts payable thereon were paid in full. For the purposes of this Section 5, (i) a consolidation or merger of the Partnership or General Partner with one or more entities, (ii) a statutory unit or share exchange by the Partnership or General Partner, and (iii) a sale or transfer of all or substantially all of the Partnership’s or General Partner’s assets shall not be deemed to be a liquidation, dissolution, or winding up, voluntary or involuntary, of the Partnership or General Partner. In making liquidating distributions pursuant to any applicable provision of the Agreement, the General Partner shall take into account the provisions of this Section 5. (iib) Upon Subject to the rights of the holders of Partnership Securities of any series or class ranking on a parity with or senior to the Series A-1 Preferred Units upon any liquidation, dissolution 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 A-1 Holders as provided in this Section 5, any class or series of Limited Partnership Units, holders of Interest ranking junior to the Series D A-1 Preferred Partnership Units shall have no right or claim shall, subject to any of respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the remaining assets of the PartnershipSeries A-1 Holders shall not be entitled to share therein. (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.

Liquidation Preference. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs 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 Series B Preferred Units are entitled to be paid out of the Series D Preferred assets of the Partnership Units, shall be entitled legally available for distribution to receive its partners a liquidation preference distribution of $25.00 per Series D B Preferred Partnership UnitUnit (the "Liquidation Preference"), plus an amount equal to all accumulated, any accrued and unpaid distributions with respect to the Series B Preferred Return Units to the date of final distributionpayment, but Ashford OP Limited Partnerwithout interest, LLC shall not be entitled before any distribution of assets is made to holders of Common Units or any further payment with respect thereto. If upon any liquidation, dissolution other class or winding up series of Partnership Units in the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder of Partnership that ranks junior to the Series D B Preferred Units as to liquidation rights. The Partnership Units, shall be insufficient will promptly provide 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 Series B Preferred Units written notice of any event triggering the right to receive 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 Liquidation Preference. After payment of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder amount of the Series D Preferred Partnership UnitsLiquidation Preference, the holders of the Series D B Preferred Partnership Units shall will have no right or claim to any of the remaining assets of the Partnership. (iii) None . If, upon any voluntary or involuntary dissolution, liquidation, or winding up of the Partnership, the amounts payable with respect to the Liquidation Preference, plus an amount equal to any accrued and unpaid distributions to the date of payment, of the Series B Preferred Units and any other units of the Partnership ranking as to any such distribution on a parity with the Series B Preferred Units are not paid in full, the holders of the Series B Preferred Units and of such other units will share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts to which they are entitled. The consolidation or merger of the Partnership with or into another entityany other partnership, a merger corporation, trust or entity or of another entity any other partnership or corporation with or into the Partnership, a statutory unit exchange by or the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business of the Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (ia) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnershipaffairs of the Partnership (referred to herein as a "liquidation"), 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 E Preferred Partnership Units, shall Units will be entitled to receive be paid out of the assets of the Partnership legally available for distribution to its unitholders liquidating distributions, in cash or property at its fair market value as determined by the General Partner, in the amount of a liquidation preference distribution of $25.00 per Series D Preferred Partnership Unitunit, plus an amount equal to all accumulated, accrued any accumulated and unpaid Preferred Return distributions 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 such liquidation, dissolution before any distribution or winding up payment is made to holders of Common Units or any other equity securities of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity Partnership ranking junior to the Series E Preferred Units as to the holder distribution of assets upon a liquidation. After payment of the Series D Preferred Partnership Units, shall be insufficient to pay in full amount of the above described preferential distribution and liquidating distributions on any other series of Parity Unitsto which they are entitled, 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 Series E Preferred 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 will have no right or claim to any of the remaining assets of the Partnership. (iiib) None In the event that, upon any liquidation of the Partnership, the available assets of the Partnership are insufficient to pay the amount of the liquidating distributions on all outstanding Series E Preferred Units and the corresponding amounts payable on all other equity securities of the Partnership ranking on a parity with Series E Preferred Units in the distribution of assets upon a liquidation, then the holders of Series E Preferred Units and all other such equity securities shall share ratably in any such distribution of assets in proportion to the full liquidating distributions per unit to which they would otherwise be respectively entitled. (c) The consolidation or merger of the Partnership with or into another any other entity, a or the merger of another entity with or into the Partnership, or a statutory unit exchange by the Partnership Partnership, or a the 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 Partnership, shall not be deemed to constitute a liquidation of the Partnership. (d) The liquidation preference of the outstanding Series E Preferred Units will not be added to the liabilities of the Partnership for the purpose of determining whether under the Delaware Revised Uniform Limited Partnership Act a distribution may be made to unitholders of the Partnership whose preferential rights upon dissolution of the Partnership are junior to those of holders of Series E Preferred Units. This section 4

Liquidation Preference. (i) Upon In the event of 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 T Preferred Partnership Units, Units shall be entitled to receive out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.02.A of the Partnership Agreement a liquidation preference distribution of $25.00 per Series D T Preferred Partnership Unit, plus an amount equal to all accumulated, accrued any accumulated and unpaid Preferred Return distributions (whether or not earned or authorized) to the date of final distributionpayment (the “Series T Liquidation Value”), but Ashford OP Limited Partner, LLC shall not be entitled before any distribution of assets is made to holders of any further payment with respect thereto. If other Partnership Interests that rank junior to the Series T Preferred Units as to the distribution of assets upon any the liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as but subject to the holder preferential rights 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 Partnership Interests ranking senior to the Series T Preferred Units ratably in as to the same proportion as distribution of assets upon 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 fullliquidation, dissolution or winding up of the Partnership. (ii) Upon If upon any such voluntary or involuntary 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 assets of the Series D Preferred Partnership Units, legally available for distribution to its Partners are insufficient to make such full payment to the holders of the Series D T Preferred Units, and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series T Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the holders of the Series T Preferred Units, and all other holders of such Partnership Interests on a parity with the Series T Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (iii) After payment of the full amount of the Series T Liquidation Value, the holders of the Series T Preferred Units, shall have no right or claim to any of the remaining assets of the Partnership. (iiiiv) 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.

Liquidation Preference. (i) Upon In the event of 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 A Preferred Partnership Units, Units shall be entitled to receive out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.2 of the Partnership Agreement a liquidation preference distribution of $25.00 per Series D A Preferred Partnership Unit, plus an amount equal to all accumulated, accrued any accumulated and unpaid Preferred Return distributions (whether or not authorized) to the date of final distributionpayment (the "Series A Liquidation Value"), but Ashford OP Limited Partner, LLC shall not be entitled before any distribution of assets is made to holders of any further payment with respect thereto. If other Partnership Interests that rank junior to the Series A Preferred Units as to the distribution of assets upon any the liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as but subject to the holder preferential rights 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 Permitted Senior Preferred Units ratably in ranking senior to the same proportion Series A Preferred Units as to 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 fulldistribution of assets upon the liquidation, dissolution or winding up of the Partnership. (ii) Upon If upon any such voluntary or involuntary 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 assets of the Series D Preferred Partnership Units, legally available for distribution to its Partners are insufficient to make such full payment to the holders of the Series D A Preferred Units, and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series A Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the holders of the Series A Preferred Units, and all other holders of such Partnership Interests on a parity with the Series A Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (iii) After payment of the full amount of the Series A Liquidation Value, the holders of the Series A Preferred Units, shall have no right or claim to any of the remaining assets of the Partnership. (iiiiv) 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 's property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) a. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment or distribution shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, Ashford OP Limited Partner, LLC, in its capacity as holder the holders of the Series D B Preferred Partnership Units, Units then outstanding shall be entitled to receive be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference distribution in cash of $25.00 per Series D B Preferred Partnership UnitUnit (the “Series B Base Liquidation Preference”), plus an amount equal to all accumulated, any accrued and unpaid Series B Preferred Return to to, but not including, the date of final distributionpayment (together with the Series B Base Liquidation Preference, but Ashford OP Limited Partner, LLC shall not be entitled to any further payment with respect thereto. the “Liquidating Distribution”). b. If upon any such voluntary or involuntary 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 available assets of the Series D Preferred Partnership Units, shall be are insufficient to pay in the full amount of the above described preferential distribution Liquidating Distributions on all outstanding Series B Preferred Units and liquidating distributions the corresponding amounts payable on any other series of all outstanding Parity Preferred 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 Series B Preferred Units and Parity Preferred Units shall share ratably in any such other Parity Units ratably distribution of assets in proportion to the same proportion as the respective amounts that full Liquidating Distributions to which they would otherwise be payable on such Series D Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in fullrespectively entitled. (ii) Upon any liquidation, dissolution or winding up c. After payment of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder amount of the Series D Preferred Partnership UnitsLiquidating Distributions to which they are entitled, holders of the Series D B Preferred Partnership Units shall will have no right or claim to any of the remaining assets of the Partnership. (iii) None d. For the avoidance of a consolidation doubt, the consolidation, merger or merger conversion of the Partnership with or into another entity, a the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a the sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon In the event of 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 V Preferred Partnership Units, Units shall be entitled to receive out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.02.A of the Partnership Agreement a liquidation preference distribution of $25.00 per Series D V Preferred Partnership Unit, plus an amount equal to all accumulated, accrued any accumulated and unpaid Preferred Return distributions (whether or not earned or authorized) to the date of final distributionpayment (the “Series V Liquidation Value”), but Ashford OP Limited Partner, LLC shall not be entitled before any distribution of assets is made to holders of any further payment with respect thereto. If other Partnership Interests that rank junior to the Series V Preferred Units as to the distribution of assets upon any the liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as but subject to the holder preferential rights 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 Partnership Interests ranking senior to the Series V Preferred Units ratably in as to the same proportion as distribution of assets upon 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 fullliquidation, dissolution or winding up of the Partnership. (ii) Upon If upon any such voluntary or involuntary 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 assets of the Series D Preferred Partnership Units, legally available for distribution to its Partners are insufficient to make such full payment to the holders of the Series D V Preferred Units, and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series V Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the holders of the Series V Preferred Units, and all other holders of such Partnership Interests on a parity with the Series V Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (iii) After payment of the full amount of the Series V Liquidation Value, the holders of the Series V Preferred Units, shall have no right or claim to any of the remaining assets of the Partnership. (iiiiv) 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.

Liquidation Preference. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs 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 Series A Preferred Units are entitled to be paid out of the Series D Preferred assets of the Partnership Units, shall be entitled legally available for distribution to receive its partners a liquidation preference distribution of $25.00 per Series D A Preferred Partnership UnitUnit (the "Liquidation Preference"), plus an amount equal to all accumulated, any accrued and unpaid Preferred Return distributions to the date of final distributionpayment, but Ashford OP Limited Partnerwithout interest, LLC shall not be entitled before any distribution of assets is made to holders of Common Units or any further payment with respect thereto. If upon any liquidation, dissolution other class or winding up series of Partnership Interests in the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder of Partnership that ranks junior to the Series D A Preferred Units as to liquidation rights. The Partnership Units, shall be insufficient will promptly provide 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 Series A Preferred Units written notice of any event triggering the right to receive 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 Liquidation Preference. After payment of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder amount of the Series D Preferred Partnership UnitsLiquidation Preference, the holders of the Series D A Preferred Partnership Units shall will have no right or claim to any of the remaining assets of the Partnership. (iii) None . If, upon any voluntary or involuntary dissolution, liquidation, or winding up of the Partnership, the amounts payable with respect to the Liquidation Preference, plus an amount equal to any accrued and unpaid distributions to the date of payment, of the Series A Preferred Units and any other units of the Partnership ranking as to any such distribution on a parity with the Series A Preferred Units are not paid in full, the holders of the Series A Preferred Units and of such other units will share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts to which they are entitled. The consolidation or merger of the Partnership with or into another entityany other partnership, a merger corporation, trust or entity or of another entity any other partnership or corporation with or into the Partnership, a statutory unit exchange by or the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business of the Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (iA) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs 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 Mirror Units then outstanding are entitled to receive be paid out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.5(a) of the Partnership Agreement a liquidation preference distribution of $25.00 equal to the Stated Value per Series D Preferred Partnership Mirror Unit, plus an amount equal to all accumulated, any accrued and unpaid Preferred Return distributions to the date of final distributionpayment, but Ashford OP Limited Partner, LLC shall not be entitled before any distribution of assets is made to holders of Class A Units and GP Units or any further payment with respect thereto. If other Partnership Interests that rank junior to the Series D Preferred Mirror Units 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 fullup. (iiB) Upon In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up up, the available assets of the Partnership, after payment shall have been made in full Partnership are insufficient to Ashford OP Limited Partner, LLC, in its capacity as pay the holder amount of the liquidating distributions on all outstanding Series D Preferred Mirror Units and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series D Preferred Partnership Mirror Units in the distribution of assets, including the Series A Preferred Mirror Units and the Series B Preferred Units, holders of then such assets shall be allocated among the Series D Preferred Mirror Units, as a class, and each class or series of such other such Partnership Interests, as classes, in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. (C) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Mirror Units shall will have no right or claim to any of the remaining assets of the Partnership. (iiiD) None of a The consolidation or merger of the Partnership with or into another entityany other partnership, a merger limited liability company, corporation, trust or entity or of another any other partnership, limited liability company, corporation, trust or other entity with or into the Partnership, a statutory unit exchange by or the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business of the Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs Partnership for purposes of the Partnershipthis Section 1(d).

Liquidation Preference. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any distribution or payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford Braemar OP Limited Partner, Partner LLC, in its capacity as holder of the Series D E Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 equal to the Stated Value per Series D E Preferred Partnership Unit, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to to, but not including, the date of final distribution, but Ashford Braemar OP Limited Partner, 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 Braemar OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D 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 Braemar OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D 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 D 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 affairs of the Partnership, after payment shall of the full amount of liquidating distributions have been made in full to Ashford Breamar OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D E Preferred Partnership Units, holders of the Series D 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 any other corporation, trust or other entity, a consolidation or merger of another any other corporation, trust or other entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease lease, transfer or conveyance of all any or substantially all of the Partnership’s property assets or business shall be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon In the event of 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, E Holder shall be entitled to receive out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.02.A of the Partnership Agreement a liquidation preference distribution of $25.00 1.00 per Series D E Preferred Partnership Unit, plus an amount equal to all accumulated, accrued any accumulated and unpaid Preferred Return distributions (whether or not earned or authorized) to the date of final distributionpayment (collectively, but Ashford OP Limited Partnerthe “Liquidation Value”), LLC shall not be entitled before any distribution of assets is made to holders of any further payment with respect thereto. If Partnership Interests that rank junior to the Series E Preferred Units as to the distribution of assets upon any the liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as but subject to the holder preferential rights 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 Partnership Interests ranking senior to the Series E Preferred Units ratably in as to the same proportion as distribution of assets upon 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 fullliquidation, dissolution or winding up of the Partnership. (ii) Upon If upon any such voluntary or involuntary 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 assets of the Partnership legally available for distribution to its Partners are insufficient to make such full payment to the Series D E Holder and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series E Preferred Partnership UnitsUnits as to the distribution of assets upon the liquidation, holders dissolution or winding up of the Partnership, then the Series D Preferred Partnership Units E Holder shall share ratably in any such distribution of assets in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (iii) After payment of the full amount of the liquidating distributions to which it is entitled, the Series E Holder shall have no right or claim to any of the remaining assets of the Partnership. (iiiiv) 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.

Liquidation Preference. (i) Upon In the event of 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 K Preferred Partnership Units, Units shall be entitled to receive out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.02.A of the Partnership Agreement a liquidation preference distribution of $25.00 per Series D K Preferred Partnership Unit, plus an amount equal to all accumulated, accrued any accumulated and unpaid Preferred Return distributions (whether or not earned or authorized) to the date of final distributionpayment (the “Series K Liquidation Value”), but Ashford OP Limited Partner, LLC shall not be entitled before any distribution of assets is made to holders of any further payment with respect thereto. If other Partnership Interests that rank junior to the Series K Preferred Units as to the distribution of assets upon any the liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as but subject to the holder preferential rights 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 Partnership Interests ranking senior to the Series K Preferred Units ratably in as to the same proportion as distribution of assets upon 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 fullliquidation, dissolution or winding up of the Partnership. (ii) Upon If upon any such voluntary or involuntary 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 assets of the Series D Preferred Partnership Units, legally available for distribution to its Partners are insufficient to make such full payment to the holders of the Series D K Preferred Units, and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series K Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the holders of the Series K Preferred Units, and all other holders of such Partnership Interests on a parity with the Series K Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (iii) After payment of the full amount of the Series K Liquidation Value, the holders of the Series K Preferred Units, shall have no right or claim to any of the remaining assets of the Partnership. (iiiiv) 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.

Liquidation Preference. (i) Upon In the event of 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 L Preferred Partnership Units, Units shall be entitled to receive out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.02.A of the Partnership Agreement a liquidation preference distribution of $25.00 per Series D L Preferred Partnership Unit, plus an amount equal to all accumulated, accrued any accumulated and unpaid Preferred Return distributions (whether or not earned or authorized) to the date of final distributionpayment (the “Series L Liquidation Value”), but Ashford OP Limited Partner, LLC shall not be entitled before any distribution of assets is made to holders of any further payment with respect thereto. If other Partnership Interests that rank junior to the Series L Preferred Units as to the distribution of assets upon any the liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as but subject to the holder preferential rights 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 Partnership Interests ranking senior to the Series L Preferred Units ratably in as to the same proportion as distribution of assets upon 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 fullliquidation, dissolution or winding up of the Partnership. (ii) Upon If upon any such voluntary or involuntary 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 assets of the Series D Preferred Partnership Units, legally available for distribution to its Partners are insufficient to make such full payment to the holders of the Series D L Preferred Units, and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series L Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the holders of the Series L Preferred Units, and all other holders of such Partnership Interests on a parity with the Series L Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (iii) After payment of the full amount of the Series L Liquidation Value, the holders of the Series L Preferred Units, shall have no right or claim to any of the remaining assets of the Partnership. (iiiiv) 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.

Liquidation Preference. (i) Upon In the event of 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 R Preferred Partnership Units, Units shall be entitled to receive out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.02.A of the Partnership Agreement a liquidation preference distribution of $25.00 per Series D R Preferred Partnership Unit, plus an amount equal to all accumulated, accrued any accumulated and unpaid Preferred Return distributions (whether or not earned or authorized) to the date of final distributionpayment (the “Series R Liquidation Value”), but Ashford OP Limited Partner, LLC shall not be entitled before any distribution of assets is made to holders of any further payment with respect thereto. If other Partnership Interests that rank junior to the Series R Preferred Units as to the distribution of assets upon any the liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as but subject to the holder preferential rights 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 Partnership Interests ranking senior to the Series R Preferred Units ratably in as to the same proportion as distribution of assets upon 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 fullliquidation, dissolution or winding up of the Partnership. (ii) Upon If upon any such voluntary or involuntary 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 assets of the Series D Preferred Partnership Units, legally available for distribution to its Partners are insufficient to make such full payment to the holders of the Series D R Preferred Units, and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series R Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the holders of the Series R Preferred Units, and all other holders of such Partnership Interests on a parity with the Series R Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (iii) After payment of the full amount of the Series R Liquidation Value, the holders of the Series R Preferred Units, shall have no right or claim to any of the remaining assets of the Partnership. (iiiiv) 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.

Liquidation Preference. (i) A. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment or distribution shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, Ashford OP Limited Partner, LLC, in its capacity as holder the holders of the Series D A Preferred Partnership Units, Units then outstanding shall be entitled to receive be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference distribution in cash of $25.00 [•] per Series D A Preferred Partnership UnitUnit (the “Base Liquidation Preference”), plus an amount equal to all accumulated, any accrued and unpaid Preferred Return to distributions (whether or not declared) to, but not including, the date of final distribution, but Ashford OP Limited Partner, LLC shall not be entitled to any further payment with respect thereto. or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. If upon any such voluntary or involuntary 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 available assets of the Series D Preferred Partnership Units, shall be are insufficient to pay in the full amount of the above described preferential distribution Liquidating Distributions on all outstanding Series A Preferred Units and liquidating distributions the corresponding amounts payable on any other series of all outstanding Parity Preferred 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 Series A Preferred Units and Parity Preferred Units shall share ratably in any such other Parity Units ratably distribution of assets in proportion to the same proportion as the respective amounts that full Liquidating Distributions to which they would otherwise be payable on such Series D Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in fullrespectively entitled. (ii) C. Upon any voluntary or involuntary 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 A Preferred Partnership Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (iii) None E. For the avoidance of a consolidation doubt, the consolidation, merger or merger conversion of the Partnership with or into another entity, a the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a the sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

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, Partner LLC, in its capacity as holder of the Series D F Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 per Series D F 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, 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, Partner LLC, in its capacity as the holder of the Series D F 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, Partner LLC, in its capacity as the holder of the Series D F 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 F 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, Partner LLC, in its capacity as the holder of the Series D F Preferred Partnership Units, holders of the Series D F 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.

Liquidation Preference. (i) Upon In the event of 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 P Preferred Partnership Units, Units shall be entitled to receive out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.02.A of the Partnership Agreement a liquidation preference distribution of $25.00 per Series D P Preferred Partnership Unit, plus an amount equal to all accumulated, accrued any accumulated and unpaid Preferred Return distributions (whether or not earned or authorized) to the date of final distributionpayment (the “Series P Liquidation Value”), but Ashford OP Limited Partner, LLC shall not be entitled before any distribution of assets is made to holders of any further payment with respect thereto. If other Partnership Interests that rank junior to the Series P Preferred Units as to the distribution of assets upon any the liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as but subject to the holder preferential rights 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 Partnership Interests ranking senior to the Series P Preferred Units ratably in as to the same proportion as distribution of assets upon 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 fullliquidation, dissolution or winding up of the Partnership. (ii) Upon If upon any such voluntary or involuntary 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 assets of the Series D Preferred Partnership Units, legally available for distribution to its Partners are insufficient to make such full payment to the holders of the Series D P Preferred Units, and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series P Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the holders of the Series P Preferred Units, and all other holders of such Partnership Interests on a parity with the Series P Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (iii) After payment of the full amount of the Series P Liquidation Value, the holders of the Series P Preferred Units, shall have no right or claim to any of the remaining assets of the Partnership. (iiiiv) 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.

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, Partner LLC, in its capacity as holder of the Series D G Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 per Series D G 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, 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, Partner LLC, in its capacity as the holder of the Series D G 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, Partner LLC, in its capacity as the holder of the Series D G 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 G 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, Partner LLC, in its capacity as the holder of the Series D G Preferred Partnership Units, holders of the Series D G 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.

Liquidation Preference. (i) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or otherwise) shall be made under Section 13.2.A(3) to or set apart for any classes of ownership interest in the holders of any Junior Units, Ashford OP Limited Partner, LLC, Partnership that are junior in its capacity as holder of priority to the Series D C Preferred Partnership Units, the Series C Preferred Partnership Units shall be entitled to receive a liquidation preference distribution (the “Liquidation Preference”) equal to the sum of (i) $25.00 2,500 per Series D C Preferred Partnership Unit, plus (ii) an amount per Series C Preferred Partnership Unit equal to all accumulated, any accrued and unpaid dividends on one Series C Preferred Return Share to the date of final distribution. Until the Liquidation Preference with respect to the Series C Preferred Partnership Units has been paid in full, but Ashford OP Limited Partner, LLC no payment shall not be entitled made under Section 13.2.A(3) with respect to any further payment with respect theretoclasses of ownership interest in the Partnership that are junior in priority to the Series C Preferred Partnership Units. If If, upon any liquidation, dissolution or winding up of the Partnership, its assetsthe assets of the Partnership, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder of with respect to the Series D C Preferred Partnership Units, Units shall be insufficient to pay in full the above described preferential distribution Liquidation Preference and liquidating distributions payments on any other series of Parity ownership interests in the Partnership that are on a parity with the Series C Preferred Partnership Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner, LLC, the Series C Preferred Partnership Units and any such ownership interests in its capacity the Partnership on the same parity as the holder of the Series D C 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 C Preferred Partnership Units and any such other Parity Units ownership interests in the Partnership on the same parity if all amounts payable thereon were paid in full. (ii) Upon any liquidation, dissolution or winding up . After payment in full of the PartnershipLiquidation Preference, 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 C Preferred Partnership Units shall have no right or claim to any of the remaining assets of the Partnership. . For the purposes of this Section 4, (iiii) None of a consolidation or merger of the Partnership with one or into another entitymore partnerships, or (ii) a merger of another entity with sale or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance transfer of all or substantially all of the Partnership’s property or business assets shall not be considered deemed to be a liquidation, dissolution or winding up of the affairs up, voluntary or involuntary, of the Partnership.

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 Braemar OP Limited Partner, 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 Braemar OP Limited Partner, 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 Braemar OP Limited Partner, 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 Braemar OP Limited Partner, 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 Breamar OP Limited Partner, 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 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.

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, Partner LLC, in its capacity as holder of the Series D I Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 per Series D I 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, 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, Partner LLC, in its capacity as the holder of the Series D I 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, Partner LLC, in its capacity as the holder of the Series D I 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 I 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, Partner LLC, in its capacity as the holder of the Series D I Preferred Partnership Units, holders of the Series D I 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.

Liquidation Preference. (i) Upon any In the event of the Partnership’s voluntary or involuntary liquidation, dissolution or winding up of the Partnershipup, 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 B Preferred Partnership Units, shall Units will be entitled to receive be paid out of the assets the Partnership has legally available for distribution to the Partners, subject to the preferential rights of any class or series of the equity securities the Partnership may issue ranking senior to the Series B Preferred Partnership Units with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference distribution of $25.00 per Series D B Preferred Partnership Unit, plus an amount equal to any accumulated, accrued and unpaid distributions to, but not including, the date of final distribution to such holders. Until the holders of the Series B Preferred Partnership Units have been paid the liquidation preference in full, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to distributions to, but not including, the date of final distributiondistribution to such holders, but Ashford OP Limited Partner, LLC no payment shall not be entitled made to any further payment with respect thereto. If holder of the Common Partnership Units or any other class or series of Partnership Units the Partnership may issue that ranks junior to the Series B Preferred Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (ii) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the Partnership’s available assets, or proceeds thereof, distributable among the holders of Series B Preferred Partnership Units are insufficient to pay the amount of the liquidating distributions on all outstanding Series B Preferred Partnership Units and the corresponding amounts payable on all Partnership Units of other classes or series of the equity securities that the Partnership may issue ranking on parity with the Series B Preferred Partnership Units upon the liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as then the holder holders 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 B Preferred Partnership Units and all other such classes or series of equity securities shall share ratably in any such other Parity Units if all distribution of assets or the proceeds thereof in proportion to the full liquidating distributions or amounts payable thereon were paid in fullto which they would otherwise be respectively entitled. (iiiii) Upon any liquidation, dissolution or winding up After payment of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder amount of the Series D Preferred Partnership Unitsliquidating distributions to which they are entitled, the holders of the Series D B Preferred Partnership Units shall will have no right or claim to any of the remaining assets of Exh. G-3 the Partnership. (iii) None of a ’s remaining assets. The Partnership’s voluntary or involuntary liquidation, dissolution or winding up shall not include the Partnership’s consolidation or merger of the Partnership with or into another entityone or more entities, a merger of another entity with sale or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance transfer of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up assets of the affairs of Partnership or a statutory security exchange (although such events may give rise to the Partnershipother rights as described herein).

Liquidation Preference. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any distribution or payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, Partner LLC, in its capacity as holder of the Series D L Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 equal to the Stated Value per Series D L Preferred Partnership Unit, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to to, but not including, the date of final distribution, but Ashford OP Limited Partner, 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, Partner LLC, in its capacity as the holder of the Series D L 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, Partner LLC, in its capacity as the holder of the Series D L 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 L 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 affairs of the Partnership, after payment shall of the full amount of liquidating distributions have been made in full to Ashford OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D L Preferred Partnership Units, holders of the Series D L 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 any other corporation, trust or other entity, a consolidation or merger of another any other corporation, trust or other entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease lease, transfer or conveyance of all any or substantially all of the Partnership’s property assets or business shall be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or otherwise) shall be made under Section 13.2.A(3) to or set apart for any classes of ownership interest in the holders of any Junior Units, Ashford OP Limited Partner, LLC, Partnership that are junior in its capacity as holder of priority to the Series D E Preferred Partnership Units, the Series E Preferred Partnership Units shall be entitled to receive a liquidation preference distribution (the “Liquidation Preference”) equal to the sum of (i) $25.00 2,500 per Series D E Preferred Partnership Unit, plus (ii) an amount per Series E Preferred Partnership Unit equal to all accumulated, any accrued and unpaid dividends on one Series E Preferred Return Share to the date of final distribution. Until the Liquidation Preference with respect to the Series E Preferred Partnership Units has been paid in full, but Ashford OP Limited Partner, LLC no payment shall not be entitled made under Section 13.2.A(3) with respect to any further payment with respect theretoclasses of ownership interest in the Partnership that are junior in priority to the Series E Preferred Partnership Units. If If, upon any liquidation, dissolution or winding up of the Partnership, its assetsthe assets of the Partnership, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder of with respect to the Series D E Preferred Partnership Units, Units shall be insufficient to pay in full the above described preferential distribution Liquidation Preference and liquidating distributions payments on any other series of Parity ownership interests in the Partnership that are on a parity with the Series E Preferred Partnership Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner, LLC, the Series E Preferred Partnership Units and any such ownership interests in its capacity the Partnership on the same parity as the holder of the Series D 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 D E Preferred Partnership Units and any such other Parity Units ownership interests in the Partnership on the same parity if all amounts payable thereon were paid in full. (ii) Upon any liquidation, dissolution or winding up . After payment in full of the PartnershipLiquidation Preference, 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 E Preferred Partnership Units shall have no right or claim to any of the remaining assets of the Partnership. . For the purposes of this Section 4, (iiii) None of a consolidation or merger of the Partnership with one or into another entitymore partnerships, or (ii) a merger of another entity with sale or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance transfer of all or substantially all of the Partnership’s property or business assets shall not be considered deemed to be a liquidation, dissolution or winding up of the affairs up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (i) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or otherwise) shall be made under Section 13.2.A(3) to or set apart for any classes of ownership interest in the holders of any Junior Units, Ashford OP Limited Partner, LLC, Partnership that are junior in its capacity as holder of priority to the Series D Preferred Partnership Units, the Series D Preferred Partnership Units shall be entitled to receive a liquidation preference distribution (the “Liquidation Preference”) equal to the sum of (i) $25.00 2,500 per Series D Preferred Partnership Unit, plus (ii) an amount per Series D Preferred Partnership Unit equal to all accumulated, any accrued and unpaid dividends on one Series D Preferred Return Share to the date of final distribution. Until the Liquidation Preference with respect to the Series D Preferred Partnership Units has been paid in full, but Ashford OP Limited Partner, LLC no payment shall not be entitled made under Section 13.2.A(3) with respect to any further payment with respect theretoclasses of ownership interest in the Partnership that are junior in priority to the Series D Preferred Partnership Units. If If, upon any liquidation, dissolution or winding up of the Partnership, its assetsthe assets of the Partnership, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder of with respect to the Series D Preferred Partnership Units, Units shall be insufficient to pay in full the above described preferential distribution Liquidation Preference and liquidating distributions payments on any other series of Parity ownership interests in the Partnership that are on a parity with the Series D Preferred Partnership Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner, LLC, the Series D Preferred Partnership Units and any such ownership interests in its capacity the Partnership on the same parity 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 ownership interests in the Partnership on the same parity if all amounts payable thereon were paid in full. (ii) Upon any liquidation, dissolution or winding up . After payment in full of the PartnershipLiquidation Preference, 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. . For the purposes of this Section 4, (iiii) None of a consolidation or merger of the Partnership with one or into another entitymore partnerships, or (ii) a merger of another entity with sale or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance transfer of all or substantially all of the Partnership’s property or business assets shall not be considered deemed to be a liquidation, dissolution or winding up of the affairs up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (i) Upon In the event of 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 N Preferred Partnership Units, Units shall be entitled to receive out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.02.A of the Partnership Agreement a liquidation preference distribution of $25.00 per Series D N Preferred Partnership Unit, plus an amount equal to all accumulated, accrued any accumulated and unpaid Preferred Return distributions (whether or not earned or authorized) to the date of final distributionpayment (the “Series N Liquidation Value”), but Ashford OP Limited Partner, LLC shall not be entitled before any distribution of assets is made to holders of any further payment with respect thereto. If other Partnership Interests that rank junior to the Series N Preferred Units as to the distribution of assets upon any the liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as but subject to the holder preferential rights 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 Partnership Interests ranking senior to the Series N Preferred Units ratably in as to the same proportion as distribution of assets upon 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 fullliquidation, dissolution or winding up of the Partnership. (ii) Upon If upon any such voluntary or involuntary 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 assets of the Series D Preferred Partnership Units, legally available for distribution to its Partners are insufficient to make such full payment to the holders of the Series D N Preferred Units, and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series N Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the holders of the Series N Preferred Units, and all other holders of such Partnership Interests on a parity with the Series N Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (iii) After payment of the full amount of the Series N Liquidation Value, the holders of the Series N Preferred Units, shall have no right or claim to any of the remaining assets of the Partnership. (iiiiv) 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.

Liquidation Preference. (ia) Upon Payment of Liquidating Distributions. Subject to the rights of holders of Parity Preferred Units with respect to rights upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership the holders of Series B Preferred Units shall be entitled to receive out of the assets of the Partnership legally available for distribution or the proceeds thereof, after payment or provision for debts and other liabilities of the Partnership, but before any payment or distributions of the assets shall be made to holders of any class or series of Partnership Interest that ranks junior to the Series B Preferred Units as to rights upon 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 the sum of (i) a liquidation preference equal to their positive Capital Account balances, determined after taking into account all accumulatedCapital Account adjustments for the Partnership taxable year during which the liquidation occurs (other than those made as a result of the liquidating distribution set forth in this Section 6(a)), accrued and (ii) an amount equal to any accumulated and unpaid Preferred Return distributions thereon, whether or not declared, to the date of final distributionpayment. In the event that, but Ashford OP Limited Partner, LLC shall not be entitled to any further payment with respect thereto. If upon any such voluntary or involuntary liquidation, dissolution or winding winding-up, there are insufficient assets to permit full payment of liquidating distributions to the holders of Series B Preferred Stock and any Parity Preferred Units as to rights upon liquidation, dissolution or winding-up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, all payments of liquidating distributions on the Series B Preferred Units and such Parity Preferred Units shall in its capacity as all cases bear to each other the holder same ratio that the respective rights of the Series D B Preferred Partnership Units, shall be insufficient to pay in full the above described preferential distribution Unit 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 Preferred Units ratably (which shall not include any accumulation in the same proportion as the respective amounts that would be payable on respect of unpaid distributions for prior distribution periods if such Series D Parity Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full. (iido not have cumulative distribution rights) Upon any upon liquidation, dissolution or winding winding-up of the Partnership, after payment shall have been made in full Partnership bear 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 Partnershipeach other. (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.

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, Partner LLC, in its capacity as holder of the Series D A Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 per Series D 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, 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, Partner LLC, in its capacity as the holder of the Series D 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, Partner LLC, in its capacity as the holder of the Series D 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 D 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, Partner LLC, in its capacity as the holder of the Series D A Preferred Partnership Units, holders of the Series D 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.

Liquidation Preference. (i) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or otherwise) shall be made under Section 13.2.A(3) to or set apart for any classes of ownership interest in the holders of any Junior Units, Ashford OP Limited Partner, LLC, Partnership that are junior in its capacity as holder of priority to the Series D A Preferred Partnership Units, the Series A Preferred Partnership Units shall be entitled to receive a liquidation preference distribution (the “Liquidation Preference”) equal to the sum of (i) $25.00 2,500 per Series D A Preferred Partnership Unit, plus (ii) an amount per Series A Preferred Partnership Unit equal to all accumulated, any accrued and unpaid dividends on one Series A Preferred Return Share to the date of final distribution. Until the Liquidation Preference with respect to the Series A Preferred Partnership Units has been paid in full, but Ashford OP Limited Partner, LLC no payment shall not be entitled made under Section 13.2.A(3) with respect to any further payment with respect theretoclasses of ownership interest in the Partnership that are junior in priority to the Series A Preferred Partnership Units. If If, upon any liquidation, dissolution or winding up of the Partnership, its assetsthe assets of the Partnership, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder of with respect to the Series D A Preferred Partnership Units, Units shall be insufficient to pay in full the above described preferential distribution Liquidation Preference and liquidating distributions payments on any other series of Parity ownership interests in the Partnership that are on a parity with the Series A Preferred Partnership Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner, LLC, the Series A Preferred Partnership Units and any such ownership interests in its capacity the Partnership on the same parity as the holder of the Series D 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 D A Preferred Partnership Units and any such other Parity Units ownership interests in the Partnership on the same parity if all amounts payable thereon were paid in full. (ii) Upon any liquidation, dissolution or winding up . After payment in full of the PartnershipLiquidation Preference, 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 A Preferred Partnership Units shall have no right or claim to any of the remaining assets of the Partnership. . For the purposes of this Section 4, (iiii) None of a consolidation or merger of the Partnership with one or into another entitymore partnerships, or (ii) a merger of another entity with sale or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance transfer of all or substantially all of the Partnership’s property or business assets shall not be considered deemed to be a liquidation, dissolution or winding up of the affairs up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (ia) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any distribution or 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 holders of the Series D A Preferred Partnership Units, Units shall be entitled to receive receive, out of the assets of the Partnership legally available for distribution to its Limited Partners, after payment of or provision for the debts and other liabilities of the Partnership and any Senior Units, a liquidation preference distribution of $25.00 per Series D Preferred Partnership Unitunit, plus an amount equal to all accumulated, any accrued and unpaid Preferred Return to distributions (whether or not authorized or declared) up to, but excluding, the date of final distributionpayment. In the event that, but Ashford OP Limited Partner, LLC shall not be entitled to any further payment with respect thereto. If upon any such voluntary or involuntary liquidation, dissolution or winding up up, the available assets 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 are insufficient to pay in the full amount of the above described preferential distribution and liquidating distributions on any other series of all outstanding Series A Preferred Units and the corresponding amounts payable on all Parity Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner, LLC, in its capacity as the holder holders of the Series D A Preferred Partnership Units, Units and the holders of any each such other Parity Units shall share 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 distribution of assets in full. (ii) Upon any liquidation, dissolution or winding up proportion to the full liquidating distributions to which they would otherwise be respectively entitled. After payment of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder amount of the Series D Preferred Partnership Unitsliquidating distributions to which they are entitled, the holders of the Series D A Preferred Partnership Units shall will have no right or claim to any of the remaining assets of the Partnership. (iii) None of a . The consolidation or merger of the Partnership with or into another any other partnership, trust or entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a voluntary sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s property or business of the Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs Partnership. (b) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by distribution, redemption or other acquisition of Partnership Units or otherwise, is permitted under the Act, amounts that would be needed, if the Partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of Series A Preferred Units shall not be added to the Partnership’s total liabilities.

Liquidation Preference. (i) Upon In the event of 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 U Preferred Partnership Units, Units shall be entitled to receive out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.02.A of the Partnership Agreement a liquidation preference distribution of $25.00 per Series D U Preferred Partnership Unit, plus an amount equal to all accumulated, accrued any accumulated and unpaid Preferred Return distributions (whether or not earned or authorized) to the date of final distributionpayment (the “Series U Liquidation Value”), but Ashford OP Limited Partner, LLC shall not be entitled before any distribution of assets is made to holders of any further payment with respect thereto. If other Partnership Interests that rank junior to the Series U Preferred Units as to the distribution of assets upon any the liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as but subject to the holder preferential rights 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 Partnership Interests ranking senior to the Series U Preferred Units ratably in as to the same proportion as distribution of assets upon 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 fullliquidation, dissolution or winding up of the Partnership. (ii) Upon If upon any such voluntary or involuntary 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 assets of the Series D Preferred Partnership Units, legally available for distribution to its Partners are insufficient to make such full payment to the holders of the Series D U Preferred Units, and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series U Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the holders of the Series U Preferred Units, and all other holders of such Partnership Interests on a parity with the Series U Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (iii) After payment of the full amount of the Series U Liquidation Value, the holders of the Series U Preferred Units, shall have no right or claim to any of the remaining assets of the Partnership. (iiiiv) 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.

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, Partner LLC, in its capacity as holder of the Series D H Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 per Series D H 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, 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, Partner LLC, in its capacity as the holder of the Series D H 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, Partner LLC, in its capacity as the holder of the Series D H 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 H 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, Partner LLC, in its capacity as the holder of the Series D H Preferred Partnership Units, holders of the Series D H 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.

Liquidation Preference. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any distribution or payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford OP Limited Partner, Partner LLC, in its capacity as holder of the Series D M Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 equal to the Stated Value per Series D M Preferred Partnership Unit, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to to, but not including, the date of final distribution, but Ashford OP Limited Partner, 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, Partner LLC, in its capacity as the holder of the Series D M 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, Partner LLC, in its capacity as the holder of the Series D M 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 M 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 affairs of the Partnership, after payment shall of the full amount of liquidating distributions have been made in full to Ashford OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D M Preferred Partnership Units, holders of the Series D M 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 any other corporation, trust or other entity, a consolidation or merger of another any other corporation, trust or other entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease lease, transfer or conveyance of all any or substantially all of the Partnership’s property assets or business shall be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon any In the event of the Partnership’s voluntary or involuntary liquidation, dissolution or winding up of the Partnershipup, 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 B Preferred Partnership Units, shall Units will be entitled to receive be paid out of the assets the Partnership has legally available for distribution to the Partners, subject to the preferential rights of any class or series of the equity securities the Partnership may issue ranking senior to the Series B Preferred Partnership Units with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference distribution of $25.00 per Series D B Preferred Partnership Unit, plus an amount equal to any accumulated, accrued and unpaid distributions to, but not including, the date of final distribution to such holders. Until the holders of the Series B Preferred Partnership Units have been paid the liquidation preference in full, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to distributions to, but not including, the date of final distributiondistribution to such holders, but Ashford OP Limited Partner, LLC no payment shall not be entitled made to any further payment with respect thereto. If holder of the Common Partnership Units or any other class or series of Partnership Units the Partnership may issue that ranks junior to the Series B Preferred Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (ii) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the Partnership’s available assets, or proceeds thereof, distributable among the holders of Series B Preferred Partnership Units are insufficient to pay the amount of the liquidating distributions on all outstanding Series B Preferred Partnership Units and the corresponding amounts payable on all Partnership Units of other classes or series of the equity securities that the Partnership may issue ranking on parity with the Series B Preferred Partnership Units upon the liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as then the holder holders 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 B Preferred Partnership Units and all other such classes or series of equity securities shall share ratably in any such other Parity Units if all distribution of assets or the proceeds thereof in proportion to the full liquidating distributions or amounts payable thereon were paid in fullto which they would otherwise be respectively entitled. (iiiii) Upon any liquidation, dissolution or winding up After payment of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder amount of the Series D Preferred Partnership Unitsliquidating distributions to which they are entitled, the holders of the Series D B Preferred Partnership Units shall will have no right or claim to any of the Partnership’s remaining assets of assets. The Partnership’s voluntary or involuntary liquidation, dissolution or winding up shall not include the Partnership. (iii) None of a ’s consolidation or merger of the Partnership with or into another entityone or more entities, a merger of another entity with sale or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance transfer of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up assets of the affairs of Partnership or a statutory security exchange (although such events may give rise to the Partnershipother rights as described herein).

Liquidation Preference. (i) Upon In the event of 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 S Preferred Partnership Units, Units shall be entitled to receive out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.02.A of the Partnership Agreement a liquidation preference distribution of $25.00 per Series D S Preferred Partnership Unit, plus an amount equal to all accumulated, accrued any accumulated and unpaid Preferred Return distributions (whether or not earned or authorized) to the date of final distributionpayment (the “Series S Liquidation Value”), but Ashford OP Limited Partner, LLC shall not be entitled before any distribution of assets is made to holders of any further payment with respect thereto. If other Partnership Interests that rank junior to the Series S Preferred Units as to the distribution of assets upon any the liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as but subject to the holder preferential rights 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 Partnership Interests ranking senior to the Series S Preferred Units ratably in as to the same proportion as distribution of assets upon 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 fullliquidation, dissolution or winding up of the Partnership. (ii) Upon If upon any such voluntary or involuntary 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 assets of the Series D Preferred Partnership Units, legally available for distribution to its Partners are insufficient to make such full payment to the holders of the Series D S Preferred Units, and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series S Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the holders of the Series S Preferred Units, and all other holders of such Partnership Interests on a parity with the Series S Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (iii) After payment of the full amount of the Series S Liquidation Value, the holders of the Series S Preferred Units, shall have no right or claim to any of the remaining assets of the Partnership. (iiiiv) 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.

Liquidation Preference. (i) A. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment or distribution shall be made to or set apart for the holders of any Series B Junior Units, Ashford OP Limited Partnernotwithstanding anything in this Agreement to the contrary, LLCincluding Section 13.2 hereof, in its capacity as each holder of the Series D B Preferred Partnership Units, Units shall be entitled to receive and be paid out of the assets of the Partnership legally available for distribution to the Partners pursuant to this Agreement a liquidation preference distribution of $25.00 per Series D B Preferred Partnership UnitUnit equal to [$23.75 + amount of Additional Consideration pursuant to the Merger Agreement], plus an amount equal to all accumulated, any accrued and unpaid Preferred Return distributions to but excluding the date of final distributionpayment on the Series B Preferred Units held by such holder. B. In the event that, but Ashford OP Limited Partner, LLC shall not be entitled to any further payment with respect thereto. If upon any such voluntary or involuntary liquidation, dissolution or winding up up, the legally available assets 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 are insufficient to pay in the full amount of the above described preferential distribution and liquidating distributions on any other series of Parity all outstanding Series B Preferred Units, then such assets, or the proceeds thereof, assets shall be distributed allocated 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 Series B Preferred Units ratably in proportion to the same proportion as the respective amounts that full liquidating distributions to which they would otherwise respectively be payable on such Series D Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full.entitled, pursuant to Section 17.3.A. (ii) Upon any liquidation, dissolution or winding up C. After payment of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder amount of the liquidating distributions to which they are entitled pursuant to Section 17.3.A, the holders of Series D B Preferred Partnership Units, holders of the Series D Preferred Partnership Units shall as such, will have no right or claim to any of the remaining assets of the Partnership, shall cease to be Partners in respect of such Series B Preferred Units and the Series B Preferred Units shall be deemed cancelled. (iii) None of a D. The consolidation or merger of the Partnership with or into another entityany other partnership, a merger corporation, trust or entity or of another any other partnership, corporation, trust or other entity with or into the Partnership, a statutory unit exchange by the Partnership or a the sale, lease or conveyance of all or substantially all of, the property or business of the Partnership’s property or business , shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs Partnership for purposes of the Partnershipthis Section 17.3.

Liquidation Preference. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs 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 Series A Preferred Mirror Units then outstanding are entitled to be paid out of the Series D Preferred assets of the Partnership Units, shall be entitled available for distribution to receive the Partners pursuant to Section 13.2 of the Partnership Agreement a liquidation preference distribution of $25.00 equal to the Stated Value per Series D A Preferred Partnership Mirror Unit, plus an amount equal to all accumulated, any accrued and unpaid Preferred Return distributions to the date of final distributionpayment, but Ashford OP Limited Partner, LLC shall not be entitled before any distribution of assets is made to holders of Class A Units and Class B Units or any further payment with respect thereto. If other Partnership Interests that rank junior to the Series A Preferred Mirror Units 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 fullup. (ii) Upon In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up up, the available assets of the PartnershipPartnership are insufficient to pay the amount of the liquidating distributions on all outstanding Series A Preferred Mirror Units and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series A Preferred Mirror Units in the distribution of assets, after payment then such assets shall have been made in full to Ashford OP Limited Partnerbe allocated among the Series A Preferred Mirror Units, LLCas a class, and each class or series of such other such Partnership Interests, as classes, in its capacity as proportion to the holder full liquidating distributions to which they would otherwise be respectively entitled. (iii) After payment of the Series D Preferred Partnership Unitsfull amount of the liquidating distributions to which they are entitled, the holders of the Series D A Preferred Partnership Mirror Units shall will have no right or claim to any of the remaining assets of the Partnership. (iiiiv) None of a The consolidation or merger of the Partnership with or into another entityany other partnership, a merger limited liability company, corporation, trust or entity or of another any other partnership, limited liability company, corporation, trust or other entity with or into the Partnership, a statutory unit exchange by or the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business of the Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs Partnership for purposes of the Partnershipthis Section 1(d).

Liquidation Preference. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any distribution or payment or distribution shall be made to or set apart for the holders of any Junior Units, Ashford Braemar OP Limited Partner, Partner LLC, in its capacity as holder of the Series D M Preferred Partnership Units, shall be entitled to receive a liquidation preference distribution of $25.00 equal to the Stated Value per Series D M Preferred Partnership Unit, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to to, but not including, the date of final distribution, but Ashford Braemar OP Limited Partner, 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 Braemar OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D M 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 Braemar OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D M 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 M 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 affairs of the Partnership, after payment shall of the full amount of liquidating distributions have been made in full to Ashford Breamar OP Limited Partner, Partner LLC, in its capacity as the holder of the Series D M Preferred Partnership Units, holders of the Series D M 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 any other corporation, trust or other entity, a consolidation or merger of another any other corporation, trust or other entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease lease, transfer or conveyance of all any or substantially all of the Partnership’s property assets or business shall be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs 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 Series A Preferred Units are entitled to be paid out of the Series D Preferred assets of the Partnership Units, shall be entitled legally available for distribution to receive its partners a liquidation preference distribution of $25.00 per Series D A Preferred Partnership UnitUnit (the "Liquidation Preference"), plus an amount equal to all accumulated, any accrued and unpaid distributions with respect to the Series A Preferred Return Units to the date of final distributionpayment, but Ashford OP Limited Partnerwithout interest, LLC shall not be entitled before any distribution of assets is made to holders of Common Units or any further payment with respect thereto. If upon any liquidation, dissolution other class or winding up series of Partnership Units in the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder of Partnership that ranks junior to the Series D A Preferred Units as to liquidation rights. The Partnership Units, shall be insufficient will promptly provide 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 Series A Preferred Units written notice of any event triggering the right to receive 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 Liquidation Preference. After payment of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder amount of the Series D Preferred Partnership UnitsLiquidation Preference, the holders of the Series D A Preferred Partnership Units shall will have no right or claim to any of the remaining assets of the Partnership. (iii) None . If, upon any voluntary or involuntary dissolution, liquidation, or winding up of the Partnership, the amounts payable with respect to the Liquidation Preference, plus an amount equal to any accrued and unpaid distributions to the date of payment, of the Series A Preferred Units and any other units of the Partnership ranking as to any such distribution on a parity with the Series A Preferred Units are not paid in full, the holders of the Series A Preferred Units and of such other units will share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts to which they are entitled. The consolidation or merger of the Partnership with or into another entityany other partnership, a merger corporation, trust or entity or of another entity any other partnership or corporation with or into the Partnership, a statutory unit exchange by or the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business of the Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) Upon In the event of 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 M Preferred Partnership Units, Units shall be entitled to receive out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.02.A of the Partnership Agreement a liquidation preference distribution of $25.00 per Series D M Preferred Partnership Unit, plus an amount equal to all accumulated, accrued any accumulated and unpaid Preferred Return distributions (whether or not earned or authorized) to the date of final distributionpayment (the “Series M Liquidation Value”), but Ashford OP Limited Partner, LLC shall not be entitled before any distribution of assets is made to holders of any further payment with respect thereto. If other Partnership Interests that rank junior to the Series M Preferred Units as to the distribution of assets upon any the liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as but subject to the holder preferential rights 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 Partnership Interests ranking senior to the Series M Preferred Units ratably in as to the same proportion as distribution of assets upon 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 fullliquidation, dissolution or winding up of the Partnership. (ii) Upon If upon any such voluntary or involuntary 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 assets of the Series D Preferred Partnership Units, legally available for distribution to its Partners are insufficient to make such full payment to the holders of the Series D M Preferred Units, and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series M Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the holders of the Series M Preferred Units, and all other holders of such Partnership Interests on a parity with the Series M Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (iii) After payment of the full amount of the Series M Liquidation Value, the holders of the Series M Preferred Units, shall have no right or claim to any of the remaining assets of the Partnership. (iiiiv) 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.

Liquidation Preference. (ia) Upon any voluntary or involuntary In the event of the liquidation, dissolution or winding up of the Partnership, before any payment whether voluntary or distribution shall be made to or set apart for involuntary, the holders of any Junior Units, Ashford OP Limited Partner, LLC, in its capacity as holder of the Series D A Preferred Partnership Units, Units shall be entitled to receive be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference distribution of $25.00 per Series D A Preferred Partnership UnitUnit (the “Base Liquidation Preference”), plus an amount equal to all accumulated, any accrued and unpaid Preferred Return distributions to and including the date of final distributionthe liquidation, but Ashford OP Limited Partnerdissolution or winding up, LLC before any distribution or payment shall not be entitled made to any further payment with respect theretoholders of Partnership Units or Junior Preferred Units. If In the event that, upon any such liquidation, dissolution or winding up of the Partnership, its assetswhether voluntary or involuntary, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the holder legally available assets of the Series D Preferred Partnership Units, shall be are insufficient to pay in full the above described preferential distribution and amount of the liquidating distributions on any other series of all outstanding Series A Preferred Units and the corresponding amounts payable on all Parity Preferred 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, record holders of the Series D A Preferred Partnership Units and all other Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (iiib) None The record holders of a Series A Preferred Units shall be entitled to written notice of any such liquidation, dissolution or winding up. The consolidation or merger of the Partnership with or into another any other trust, partnership, limited liability company, corporation or other entity, a or the consolidation or merger of another any other trust, partnership, limited liability company, corporation or other 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 not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs Partnership if, following the transaction, the Series A Preferred Units remain outstanding as duly authorized Partnership Interests of any successor entity having the Partnershipsame rights and preferences as prior to the transaction.

Liquidation Preference. (iA) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs 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 Series E Preferred Mirror Units then outstanding are entitled to be paid out of the Series D Preferred assets of the Partnership Units, shall be entitled available for distribution to receive the Partners pursuant to Section 13.5(a) of the Partnership Agreement a liquidation preference distribution of $25.00 equal to the Stated Value per Series D E Preferred Partnership Mirror Unit, plus an amount equal to all accumulated, any accrued and unpaid Preferred Return distributions to the date of final distributionpayment, but Ashford OP Limited Partner, LLC shall not be entitled before any distribution of assets is made to holders of Class A Units and GP Units or any further payment with respect thereto. If other Partnership Interests that rank junior to the Series E Preferred Mirror Units 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 fullup. (iiB) Upon In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up up, the available assets of the PartnershipPartnership are insufficient to pay the amount of the liquidating distributions on all outstanding Series E Preferred Mirror Units and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series E Preferred Mirror Units in the distribution of assets, after payment shall have been made in full to Ashford OP Limited Partnerincluding the Series A Preferred Mirror Units, LLC, in its capacity as the holder of Series B Preferred Units and the Series D Preferred Partnership Mirror Units, then such assets shall be allocated among the Series E Preferred Mirror Units, as a class, and each class or series of such other such Partnership Interests, as classes, in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. (C) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of the Series D E Preferred Partnership Mirror Units shall will have no right or claim to any of the remaining assets of the Partnership. (iiiD) None of a The consolidation or merger of the Partnership with or into another entityany other partnership, a merger limited liability company, corporation, trust or entity or of another any other partnership, limited liability company, corporation, trust or other entity with or into the Partnership, a statutory unit exchange by or the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business of the Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs Partnership for purposes of the Partnershipthis Section 1(d).

Liquidation Preference. (i) Upon In the event of 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 Q Preferred Partnership Units, Units shall be entitled to receive out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.02.A of the Partnership Agreement a liquidation preference distribution of $25.00 per Series D Q Preferred Partnership Unit, plus an amount equal to all accumulated, accrued any accumulated and unpaid Preferred Return distributions (whether or not earned or authorized) to the date of final distributionpayment (the “Series Q Liquidation Value”), but Ashford OP Limited Partner, LLC shall not be entitled before any distribution of assets is made to holders of any further payment with respect thereto. If other Partnership Interests that rank junior to the Series Q Preferred Units as to the distribution of assets upon any the liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as but subject to the holder preferential rights 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 Partnership Interests ranking senior to the Series Q Preferred Units ratably in as to the same proportion as distribution of assets upon 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 fullliquidation, dissolution or winding up of the Partnership. (ii) Upon If upon any such voluntary or involuntary 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 assets of the Series D Preferred Partnership Units, legally available for distribution to its Partners are insufficient to make such full payment to the holders of the Series D Q Preferred Units, and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series Q Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the holders of the Series Q Preferred Units, and all other holders of such Partnership Interests on a parity with the Series Q Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (iii) After payment of the full amount of the Series Q Liquidation Value, the holders of the Series Q Preferred Units, shall have no right or claim to any of the remaining assets of the Partnership. (iiiiv) 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.