Common use of Ltip Units Clause in Contracts

Ltip Units. The Manager may from time to time issue LTIP Units to Persons who provide services to the Company, for such consideration as the Manager may determine to be appropriate, and admit such Persons as Members. The Capital Accounts of such LTIP Unitholders shall be credited with the amount of their respective Capital Contributions pursuant to Section 5.3. Except to the extent a Capital Contribution is made with respect to an LTIP Unit, an LTIP Unit is intended to qualify as a “profits interest” in the Company. Subject to the provisions of Sections 4.3(d) and 4.3(e) and the special provisions of Sections 5.5, 7.6 and 7.7, LTIP Units shall be treated as Common Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Common Percentage Interests, holders of LTIP Units shall be treated as Common Unitholders and LTIP Units shall be treated as Common Units. In particular, the Company shall comply with the following procedures: (i) If an Adjustment Event (as defined below) occurs, then the Manager shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Common Units and LTIP Units. The following shall be “Adjustment Events”: (A) the Company makes a distribution on all outstanding Common Units in Units, (B) the Company subdivides the outstanding Common Units into a greater number of units or combines the outstanding Common Units into a smaller number of Units, or (C) the Company issues any Units in exchange for its outstanding Common Units by way of a reclassification or recapitalization of its Common Units. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Units to Ashford Inc. in respect of a capital contribution to the Company of proceeds from the sale of securities by Ashford Inc. If the Company takes an action affecting the Common Units other than actions specifically described above as “Adjustment Events” and in the opinion of the Manager such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the Manager shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by the Plan, in such manner and at such time as the Manager, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the LTIP Units as provided in this Section 4.3 the Company shall promptly file in the books and records of the Company an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after filing of such certificate, the Company shall mail a notice to each LTIP Unitholder setting forth the adjustment to his or her LTIP Units and the effective date of such adjustment; and

Ltip Units. (i) The Manager may from time to time issue LTIP Units to Persons who provide services to the Company, for such consideration as the Manager may determine to be appropriate, and admit such Persons as Members. The Capital Accounts of such LTIP Unitholders shall be credited with the amount of their respective Capital Contributions pursuant to Section 5.3. Except to the extent a Capital Contribution is made with respect to an LTIP Unit, an LTIP Unit is intended to qualify as a “profits interest” in the Company. Subject to the provisions of Sections 4.3(d) and 4.3(e) and the special provisions of Sections 5.5, 7.6 and 7.7, Series A LTIP Units shall be treated LTIP Units to be issued and held solely by Members other than the Corporation and are hereby designated as “Voting Units.” Each Series A LTIP Unit is to be issued in tandem with a share of Class B Common UnitsStock. In the event that a Series A LTIP Unit becomes an Equitized LTIP Unit in accordance with Section 10.08, then such Equitized LTIP Unit, along with all the share of Class B Common Stock held in tandem with such Series A LTIP Unit, shall be entitled to a share of Class A Common Stock in Share Settlement. As of the rightsEffective Time, privileges and obligations attendant thereto. For purposes of computing the Common Percentage Interests, holders of 5,400,000 LTIP Units shall be treated authorized for issuance by the Company as Common Unitholders and Series A LTIP Units. (ii) The Series B LTIP Units shall be treated as Common Units. In particular, the Company shall comply with the following procedures: (i) If an Adjustment Event (as defined below) occurs, then the Manager shall make a corresponding adjustment to the LTIP Units to maintain be issued and held by Members other than the Corporation and are hereby designated as “Voting Units.” Each Series B LTIP Unit is to be issued in tandem with a one-for-one conversion and economic equivalence ratio between share of Series B Founder Preferred Stock. In the event that a Series B LTIP Unit becomes an Equitized LTIP Unit in accordance with Section 10.08, then such Equitized LTIP Unit, along with the share of Series B Founder Preferred Stock (or Class B Common Stock, if after the Mandatory Conversion Date) held in tandem with such Series B LTIP Unit, shall be entitled to a share of Class A Common Stock in Share Settlement. As of the Effective Time, 1,386,033 LTIP Units and shall be authorized for issuance by the Company as Series B LTIP Units. The following . (iii) As of the Effective Time, 6,713,967 LTIP Units shall be “Adjustment Events”: (A) authorized for issuance by the Company makes a distribution on all outstanding Common Units in Units, (B) the Company subdivides the outstanding Common Units into a greater number as one or more subsequent series of units or combines the outstanding Common Units into a smaller number of Units, or (C) the Company issues any Units in exchange for its outstanding Common Units by way of a reclassification or recapitalization of its Common Units. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Units to Ashford Inc. in respect of a capital contribution to the Company of proceeds from the sale of securities by Ashford Inc. If the Company takes an action affecting the Common Units other than actions specifically described above as “Adjustment Events” and in the opinion of the Manager such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the Manager shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and which subsequent series may be designated by the Plan, in such manner and at such time Manager as the Manager, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the “Voting Units.” Such LTIP Units shall be issued and held by Members other than the Corporation, if Equitized LTIP Units, shall be entitled to shares of Class A Common Stock in Share Settlement as provided in this Section 4.3 10.08, as designated by the Company shall promptly file and the Corporation in the books and records of the Company an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after filing of such certificate, the Company shall mail a notice to each applicable LTIP Unitholder setting forth the adjustment to his or her LTIP Units and the effective date of such adjustment; andAgreement.

Ltip Units. The Manager General Partner may from time to time issue LTIP Units to Persons who provide services to the CompanyPartnership, for such consideration as the Manager General Partner may determine to be appropriate, and admit such Persons as MembersLimited Partners. The Capital Accounts of such LTIP Unitholders shall be credited with the amount of their respective Capital Contributions pursuant to Section 5.3. Except to the extent a Capital Contribution is made with respect to an LTIP Unit, an LTIP Unit is intended to qualify as a “profits interest” in the CompanyPartnership. Subject to the provisions of Sections 4.3(d) and 4.3(e) and the special provisions of Sections 5.5, 7.6 7.7 and 7.77.8, LTIP Units shall be treated as Common Partnership Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Common Percentage Interests, holders of LTIP Units shall be treated as Common Partnership Unitholders and LTIP Units shall be treated as Common Partnership Units. In particular, the Company Partnership shall comply with the following procedures: (i) If an Adjustment Event (as defined below) occurs, then the Manager General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Common Partnership Units and LTIP Units. The following shall be “Adjustment Events”: (A) the Company Partnership makes a distribution on all outstanding Common Partnership Units in Partnership Units, (B) the Company Partnership subdivides the outstanding Common Partnership Units into a greater number of units or combines the outstanding Common Partnership Units into a smaller number of Unitsunits, or (C) the Company Partnership issues any Partnership Units in exchange for its outstanding Common Partnership Units by way of a reclassification or recapitalization of its Common Partnership Units. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Partnership Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Partnership Units to Ashford Inc. Prime OP Limited Partner LLC in respect of a capital contribution to the Company Partnership of proceeds from the sale of securities by Ashford Inc. the Company. If the Company Partnership takes an action affecting the Common Partnership Units other than actions specifically described above as “Adjustment Events” and in the opinion of the Manager General Partner such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the Manager General Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by the Plan, in such manner and at such time as the ManagerGeneral Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the LTIP Units as herein provided in this Section 4.3 the Company Partnership shall promptly file in the books and records of the Company Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after filing of such certificate, the Company Partnership shall mail a notice to each LTIP Unitholder setting forth the adjustment to his or her LTIP Units and the effective date of such adjustment; and

Ltip Units. The Manager General Partner may from time to time issue LTIP Units to Persons who provide services to the CompanyPartnership, for such consideration as the Manager General Partner may determine to be appropriate, and admit such Persons as MembersLimited Partners. The Capital Accounts of such LTIP Unitholders shall be credited with the amount of their respective Capital Contributions pursuant to Section 5.3. Except to the extent a Capital Contribution is made with respect to an LTIP Unit, an LTIP Unit is intended to qualify as a “profits interest” in the CompanyPartnership. Subject to the provisions of Sections 4.3(d) and 4.3(e) and the special provisions of Sections 5.5, 7.6 7.7 and 7.77.8, LTIP Units shall be treated as Common Partnership Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Common Percentage Interests, holders of LTIP Units shall be treated as Common Partnership Unitholders and LTIP Units shall be treated as Common Partnership Units. In particular, the Company Partnership shall comply with the following procedures: (i) If an Adjustment Event (as defined below) occurs, then the Manager General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Common Partnership Units and LTIP Units. The following shall be “Adjustment Events”: (A) the Company Partnership makes a distribution on all outstanding Common Partnership Units in Partnership Units, (B) the Company Partnership subdivides the outstanding Common Partnership Units into a greater number of units Partnership Units or combines the outstanding Common Partnership Units into a smaller number of Partnership Units, or (C) the Company Partnership issues any Partnership Units in exchange for its outstanding Common Partnership Units by way of a reclassification or recapitalization of its Common Partnership Units. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Partnership Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Partnership Units to Ashford Inc. Stirling OP Limited Partner LLC in respect of a capital contribution to the Company Partnership of proceeds from the sale of securities by Ashford Inc. the Company. If the Company Partnership takes an action affecting the Common Partnership Units other than actions specifically described above as “Adjustment Events” and in the opinion of the Manager General Partner such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the Manager General Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by the Plan, in such manner and at such time as the ManagerGeneral Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the LTIP Units as provided in this Section 4.3 the Company Partnership shall promptly file in the books and records of the Company Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after filing of such certificate, the Company Partnership shall mail a notice to each LTIP Unitholder setting forth the adjustment to his or her LTIP Units and the effective date of such adjustment; and

Ltip Units. (a) The Manager General Partner may from time to time issue LTIP Units to Persons who provide services to the CompanyPartnership, for such consideration as the Manager General Partner may determine to be appropriate, and admit such Persons as Members. The Capital Accounts of such LTIP Unitholders shall be credited with the amount of their respective Capital Contributions pursuant to Section 5.3. Except to the extent a Capital Contribution is made with respect to an LTIP Unit, an LTIP Unit is intended to qualify as a “profits interest” in the CompanyLimited Partners. Subject to the following provisions of Sections 4.3(d) and 4.3(e) this Section and the special provisions of Sections 5.54.5, 7.6 5.1(e), and 7.78.6, LTIP Units shall be treated as Common Limited Partnership Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Common Partners’ Percentage Interests, holders of LTIP Units shall be treated as Common Unitholders and LTIP Units shall be treated as Common Units. In particular. (b) The Partnership shall maintain at all times a one-to-one correspondence between LTIP Units and Limited Partnership Units for conversion, the Company shall comply distribution and other purposes, including without limitation complying with the following procedures: (i) : If an Adjustment Event (as defined below) occurs, then the Manager General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Common Limited Partnership Units and LTIP Units. The following shall be “Adjustment Events”: :” (A) the Company Partnership makes a distribution on all outstanding Common Units in Limited Partnership Units, (B) the Company Partnership subdivides the outstanding Common Limited Partnership Units into a greater number of units interests or combines the outstanding Common Limited Partnership Units into a smaller number of Unitsinterests, or (C) the Company Partnership issues any Limited Partnership Units or General Partnership Units in exchange for its outstanding Common Limited Partnership Units by way of a or reclassification or recapitalization of its Common Limited Partnership Units. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Limited Partnership Units or General Partnership Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Limited Partnership Units pursuant or General Partnership Units to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Limited Partnership Units or General Partnership Units to Ashford Inc. the General Partner in respect of a capital contribution to the Company Partnership of proceeds from the sale of securities by Ashford Inc. the General Partner. If the Company Partnership takes an action affecting the Common Limited Partnership Units other than actions specifically described above as “Adjustment Events” Events and in the opinion of the Manager General Partner such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the Manager General Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by the Planlaw, in such manner and at such time as the ManagerGeneral Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the LTIP Units as herein provided in this Section 4.3 the Company Partnership shall promptly file in the books and records of the Company Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after filing of such certificate, the Company Partnership shall mail a notice to each LTIP Unitholder Holder setting forth the adjustment to his or her its LTIP Units and the effective date of such adjustment; and.

Ltip Units. (a) The Manager General Partner, on behalf of the Partnership, may from time to time issue LTIP Units to Persons who provide services to the Partnership, the General Partner or STAG REIT, including any Person who performs services as an employee of the Management Company, or any Affiliate of either of them, for such consideration as the Manager General Partner may determine to be appropriateappropriate for services rendered by such Persons to the Partnership, the General Partner or STAG REIT in its capacity as a Partner or in anticipation of becoming a Partner, and admit such Persons as Members. The Capital Accounts of such LTIP Unitholders shall be credited with the amount of their respective Capital Contributions pursuant to Section 5.3. Except to the extent a Capital Contribution is made with respect to an LTIP Unit, an LTIP Unit is intended to qualify as a “profits interest” in the CompanyLimited Partners. Subject to the following provisions of Sections 4.3(d) and 4.3(e) this Section 4.6 and the special provisions of Sections 5.56.1(c), 7.6 8.7 and 7.78.8, LTIP Units shall be treated as Common OP Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Common Partners’ Percentage Interests, holders of LTIP Units shall be treated as Common Unitholders Limited Partners and LTIP Units shall be treated as Common OP Units. The General Partner may, on behalf of the Partnership, grant LTIP Units to any Person at any time, in its sole and absolute discretion. In particular, except as otherwise specifically provided in this Agreement, the Company Partnership shall comply maintain at all times a one-to-one correspondence between LTIP Units and OP Units for conversion, distribution and other purposes, including without limitation complying with the following procedures: (i) If an Adjustment Event (as defined below) occurs, then the Manager General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Common OP Units and LTIP Units. The following shall be “Adjustment Events”: (A) the Company makes a distribution on all outstanding Common Units in Units, (B) the Company subdivides the outstanding Common Units into a greater number of units or combines the outstanding Common Units into a smaller number of Units, or (C) the Company issues any Units in exchange for its outstanding Common Units by way of a reclassification or recapitalization of its Common Units. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Units to Ashford Inc. in respect of a capital contribution to the Company of proceeds from the sale of securities by Ashford Inc. If the Company Partnership takes an action affecting the Common OP Units other than actions specifically described above defined herein as “Adjustment Events” and in the opinion of the Manager General Partner such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the Manager General Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by the Plan, in such manner and at such time as the ManagerGeneral Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the LTIP Units as provided in this Section 4.3 herein provided, the Company Partnership shall promptly file in the books and records of the Company Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after the filing of such certificate, the Company Partnership shall mail a notice to each LTIP Unitholder setting forth the adjustment to his or her LTIP Units and the effective date of such adjustment; and (ii) The LTIP Unitholders shall, in respect of each Distribution Payment Date, when, as and if authorized and declared by the General Partner out of assets legally available for that purpose, be entitled to receive distributions in an amount per LTIP Unit equal to the distributions per OP Unit paid to holders of record on the same record date established by the General Partner with respect to such Distribution Payment Date; provided, however, that no distributions shall be made in respect of any LTIP Unit that would cause the Economic Capital Account Balance of the holder of such LTIP Unit to have a negative balance that is greater than the negative balance of the Economic Capital Account Balance of each OP Unit generally. During any distribution period, so long as any LTIP Units are outstanding, no distributions (whether in cash or in kind) shall be authorized, declared or paid on OP Units, unless equal distributions have been or contemporaneously are authorized, declared and paid on the LTIP Units for such distribution period, except in the circumstances described in the proviso to the preceding sentence. Except to the extent required by the aforementioned proviso, the LTIP Units shall rank pari passu with the OP Units as to the payment of regular and special periodic or other distributions and distribution of assets upon liquidation, dissolution or winding up. As to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up, any class or series of OP Units or Partnership Interests which by its terms specifies that it shall rank junior to, on a parity with, or senior to the OP Units shall also rank junior to, or pari passu with, or senior to, as the case may be, the entitlement of the LTIP Units to such distribution. Subject to the terms of any LTIP Unit Agreement, an LTIP Unitholder shall be entitled to transfer his or her LTIP Units to the same extent and subject to the same restrictions as holders of OP Units are entitled to transfer their OP Units pursuant to Article 11. (b) LTIP Units shall be subject to the following special provisions:

Ltip Units. The Manager General Partner may from time to time issue LTIP Units to Persons who provide services to the CompanyPartnership, for such consideration as the Manager General Partner may determine to be appropriate, and admit such Persons as MembersLimited Partners. The Capital Accounts of such LTIP Unitholders shall be credited with the amount of their respective Capital Contributions pursuant to Section 5.3. Except to the extent a Capital Contribution is made with respect to an LTIP Unit, an LTIP Unit is intended to qualify as a “profits interest” in the CompanyPartnership. Subject to the provisions of Sections 4.3(d) and 4.3(e) and the special provisions of Sections 5.5, 7.6 7.9 and 7.77.10, LTIP Units shall be treated as Common Partnership Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Common Percentage Interests, holders of LTIP Units shall be treated as Common Partnership Unitholders and LTIP Units shall be treated as Common Partnership Units. In particular, the Company Partnership shall comply with the following procedures: (i) If an Adjustment Event (as defined below) occurs, then the Manager General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Common Partnership Units and LTIP Units. The following shall be “Adjustment Events”: (A) the Company Partnership makes a distribution on all outstanding Common Partnership Units in Partnership Units, (B) the Company Partnership subdivides the outstanding Common Partnership Units into a greater number of units Partnership Units or combines the outstanding Common Partnership Units into a smaller number of Partnership Units, or (C) the Company Partnership issues any Partnership Units in exchange for its outstanding Common Partnership Units by way of a reclassification or recapitalization of its Common Partnership Units. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Partnership Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Partnership Units to Ashford Inc. OP Limited Partner LLC in respect of a capital contribution to the Company Partnership of proceeds from the sale of securities by Ashford Inc. the Company. If the Company Partnership takes an action affecting the Common Partnership Units other than actions specifically described above as “Adjustment Events” and in the opinion of the Manager General Partner such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the Manager General Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by the Plan, in such manner and at such time as the ManagerGeneral Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the LTIP Units as provided in this Section 4.3 the Company Partnership shall promptly file in the books and records of the Company Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after filing of such certificate, the Company Partnership shall mail a notice to each LTIP Unitholder setting forth the adjustment to his or her LTIP Units and the effective date of such adjustment; and

Ltip Units. The Manager General Partner may from time to time issue LTIP Units to Persons who provide services to the CompanyPartnership, for such consideration as the Manager General Partner may determine to be appropriate, and admit such Persons as MembersLimited Partners. The Capital Accounts of such LTIP Unitholders shall be credited with the amount of their respective Capital Contributions pursuant to Section 5.3. Except to the extent a Capital Contribution is made with respect to an LTIP Unit, an LTIP Unit is intended to qualify as a “profits interest” in the CompanyPartnership. Subject to the provisions of Sections 4.3(d) and 4.3(e) and the special provisions of Sections 5.5, 7.6 7.9 and 7.77.10, LTIP Units shall be treated as Common Partnership Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Common Percentage Interests, holders of LTIP Units shall be treated as Common Partnership Unitholders and LTIP Units shall be treated as Common Partnership Units. In particular, the Company Partnership shall comply with the following procedures: (i) If an Adjustment Event (as defined below) occurs, then the Manager General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Common Partnership Units and LTIP Units. The following shall be “Adjustment Events”: (A) the Company Partnership makes a distribution on all outstanding Common Partnership Units in Partnership Units, (B) the Company Partnership subdivides the outstanding Common Partnership Units into a greater number of units or combines the outstanding Common Partnership Units into a smaller number of Unitsunits, or (C) the Company Partnership issues any Partnership Units in exchange for its outstanding Common Partnership Units by way of a reclassification or recapitalization of its Common Partnership Units. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Partnership Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Partnership Units to Ashford Inc. OP Limited Partner, LLC in respect of a capital contribution to the Company Partnership of proceeds from the sale of securities by Ashford Inc. the Company. If the Company Partnership takes an action affecting the Common Partnership Units other than actions specifically described above as “Adjustment Events” and in the opinion of the Manager General Partner such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the Manager General Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by the Plan, in such manner and at such time as the ManagerGeneral Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the LTIP Units as herein provided in this Section 4.3 the Company Partnership shall promptly file in the books and records of the Company Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after filing of such certificate, the Company Partnership shall mail a notice to each LTIP Unitholder setting forth the adjustment to his or her LTIP Units and the effective date of such adjustment; and

Ltip Units. The Manager may from time to time issue LTIP Units to Persons who provide services to the Company, for such consideration as the Manager may determine to be appropriate, and admit such Persons as Members. The Capital Accounts of such LTIP Unitholders shall be credited with the amount of their respective Capital Contributions pursuant to Section 5.3. Except to the extent a Capital Contribution is made with respect to an LTIP Unit, an LTIP Unit is intended to qualify as a “profits interest” in the Company. Subject to the provisions of Sections 4.3(d) and 4.3(e) and the special provisions of Sections 5.5, 7.6 and 7.7, LTIP Units shall be treated as Common Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Common Percentage Interests, holders of LTIP Units shall be treated as Common Unitholders and LTIP Units shall be treated as Common Units. In particular, the Company shall comply with the following procedures: (i) If an Adjustment Event (as defined below) occurs, then the Manager shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Common Units and LTIP Units. The following shall be “Adjustment Events”: (A) the Company makes a distribution on all outstanding Common Units in Units, (B) the Company subdivides the outstanding Common Units into a greater number of units or combines the outstanding Common Units into a smaller number of Units, or (C) the Company issues any Units in exchange for its outstanding Common Units by way of a reclassification or recapitalization of its Common Units. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Units to Ashford Inc. or its Affiliates in respect of a capital contribution to the Company of proceeds from the sale of securities by Ashford Inc. or its Affiliates. If the Company takes an action affecting the Common Units other than actions specifically described above as “Adjustment Events” and in the opinion of the Manager such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the Manager shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by the Plan, in such manner and at such time as the Manager, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the LTIP Units as provided in this Section 4.3 the Company shall promptly file in the books and records of the Company an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after filing of such certificate, the Company shall mail a notice to each LTIP Unitholder setting forth the adjustment to his or her LTIP Units and the effective date of such adjustment; and

Ltip Units. The Manager General Partner may from time to time issue LTIP Units to Persons who provide services to the CompanyPartnership, for such consideration or for no consideration as the Manager General Partner may determine to be appropriate, and admit such Persons as Members. The Capital Accounts of such LTIP Unitholders shall be credited with the amount of their respective Capital Contributions pursuant to Section 5.3. Except to the extent a Capital Contribution is made with respect to an LTIP Unit, an LTIP Unit is intended to qualify as a “profits interest” in the CompanyLimited Partners. Subject to the following provisions of Sections 4.3(d) and 4.3(e) this Section 4.5 and the special provisions of Sections 5.56.2.C, 7.6 8.8 and 7.78.9, LTIP Units shall be treated as Common Ordinary Units, with all of the rights, privileges privileges, and obligations attendant theretothereto except that when issued LTIP Units will have no Capital Account associated with them. For purposes of computing the Common Partners’ Percentage Interests, holders of LTIP Units shall be treated as Common Unitholders and LTIP Units shall be treated as Common Ordinary Units. In particular, the Company Partnership shall comply with maintain at all times a one-to-one correspondence between LTIP Units and Ordinary Units for conversion, distribution, and other purposes, subject to the following proceduresfollowing: (i) A. If an Adjustment Event (as defined below) occurs, then the Manager General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Common Ordinary Units and LTIP Units. The following shall be “Adjustment Events”: (Ai) the Company Partnership makes a distribution on all outstanding Common Ordinary Units in Units, Partnership Units or (Bii) the Company Partnership subdivides the outstanding Common Ordinary Units into a greater number of units or combines the outstanding Common Ordinary Units into a smaller number of Units, or (C) the Company issues any Units in exchange for its outstanding Common Units by way of a reclassification or recapitalization of its Common Unitsunits. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need shall be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition acquisition, or other similar business transaction, (y) the issuance of Partnership Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Partnership Units to Ashford Inc. the General Partner in respect of a capital contribution Capital Contribution to the Company Partnership of proceeds from the sale of securities by Ashford Inc. the General Partner. If the Company Partnership takes an action affecting the Common Ordinary Units other than actions specifically described above as “Adjustment Events” and in the opinion of the Manager General Partner such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the Manager General Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by the Planany applicable Stock Plan or other compensatory arrangement or incentive program pursuant to which LTIP Units are issued, in such manner and at such time as the ManagerGeneral Partner, in its sole discretion, may determine to be reasonably appropriate under the circumstances. If an adjustment is made to the LTIP Units as herein provided in this Section 4.3 the Company Partnership shall promptly file in the books and records of the Company Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after filing of such certificate, the Company Partnership shall mail a notice to each LTIP Unitholder setting forth the adjustment to his or her LTIP Units and the effective date of such adjustment; and.

Ltip Units. The Manager may from time to time issue LTIP Units to Persons who provide services to the Company, for such consideration as the Manager may determine to be appropriate, and admit such Persons as Members. The Capital Accounts of such LTIP Unitholders shall be credited with the amount of their respective Capital Contributions pursuant to Section 5.3. Except to the extent a Capital Contribution is made with respect to an LTIP Unit, an LTIP Unit is intended to qualify as a “profits interest” in the Company. Subject to the provisions of Sections 4.3(d) and 4.3(e) and the special provisions of Sections 5.5, 7.6 and 7.7, LTIP Units shall be treated as Common Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Common Percentage Interests, holders of LTIP Units shall be treated as Common Unitholders and LTIP Units shall be treated as Common Units. In particular, the Company shall comply with the following procedures: (i) If an Adjustment Event (as defined below) occurs, then the Manager shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Common Units and LTIP Units. The following shall be “Adjustment Events”: (A) the Company makes a distribution on all outstanding Common Units in Units, (B) the Company subdivides the outstanding Common Units into a greater number of units or combines the outstanding Common Units into a smaller number of Unitsunits, or (C) the Company issues any Units in exchange for its outstanding Common Units by way of a reclassification or recapitalization of its Common Units. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Units to Ashford Inc. in respect of a capital contribution to the Company of proceeds from the sale of securities by Ashford Inc. If the Company takes an action affecting the Common Units other than actions specifically described above as “Adjustment Events” and in the opinion of the Manager such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the Manager shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by the Plan, in such manner and at such time as the Manager, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the LTIP Units as provided in this Section 4.3 the Company shall promptly file in the books and records of the Company an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after filing of such certificate, the Company shall mail a notice to each LTIP Unitholder setting forth the adjustment to his or her LTIP Units and the effective date of such adjustment; and

Ltip Units. (a) The Manager General Partner, on behalf of the Partnership, may from time to time issue LTIP Units to Persons who provide services to the Partnership, the General Partner or STAG REIT, including any Person who performs services as an employee of the Management Company, or any Affiliate of either of them, for such consideration as the Manager General Partner may determine to be appropriateappropriate for services rendered by such Persons to the Partnership, the General Partner or STAG REIT in its capacity as a Partner or in anticipation of becoming a Partner, and admit such Persons as Members. The Capital Accounts of such LTIP Unitholders shall be credited with the amount of their respective Capital Contributions pursuant to Section 5.3. Except to the extent a Capital Contribution is made with respect to an LTIP Unit, an LTIP Unit is intended to qualify as a “profits interest” in the CompanyLimited Partners. Subject to the following provisions of Sections 4.3(d) and 4.3(e) this Section 4.6 and the special provisions of Sections 5.56.1(c), 7.6 8.7 and 7.78.8, LTIP Units shall be treated as Common Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Common Partners’ Percentage Interests, holders of LTIP Units shall be treated as Common Unitholders Limited Partners and LTIP Units shall be treated as Common Units. The General Partner may, on behalf of the Partnership, grant LTIP Units to any Person at any time, in its sole and absolute discretion. In particular, except as otherwise specifically provided in this Agreement, the Company Partnership shall comply maintain at all times a one-to-one correspondence between LTIP Units and Common Units for conversion, distribution and other purposes, including without limitation complying with the following procedures: (i) If an Adjustment Event (as defined below) occurs, then the Manager General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Common Units and LTIP Units. The following shall be “Adjustment Events”: (A) the Company makes a distribution on all outstanding Common Units in Units, (B) the Company subdivides the outstanding Common Units into a greater number of units or combines the outstanding Common Units into a smaller number of Units, or (C) the Company issues any Units in exchange for its outstanding Common Units by way of a reclassification or recapitalization of its Common Units. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Units to Ashford Inc. in respect of a capital contribution to the Company of proceeds from the sale of securities by Ashford Inc. If the Company Partnership takes an action affecting the Common Units other than actions specifically described above defined herein as “Adjustment Events” and in the opinion of the Manager General Partner such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the Manager General Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by the Plan, in such manner and at such time as the ManagerGeneral Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the LTIP Units as provided in this Section 4.3 herein provided, the Company Partnership shall promptly file in the books and records of the Company Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after the filing of such certificate, the Company Partnership shall mail a notice to each LTIP Unitholder setting forth the adjustment to his or her LTIP Units and the effective date of such adjustment; and (ii) The LTIP Unitholders shall, in respect of each Distribution Payment Date, when, as and if authorized and declared by the General Partner out of assets legally available for that purpose, be entitled to receive distributions in an amount per LTIP Unit equal to the distributions per Common Unit paid to holders of record on the same record date established by the General Partner with respect to such Distribution Payment Date. During any distribution period, so long as any LTIP Units are outstanding, no distributions (whether in cash or in kind) shall be authorized, declared or paid on Common Units, unless equal distributions have been or contemporaneously are authorized, declared and paid on the LTIP Units for such distribution period. Subject to this Section 4.6 and the special provisions of Section 6.1(c), the LTIP Units shall rank pari passu with the Common Units as to the payment of regular and special periodic or other distributions and distribution of assets upon liquidation, dissolution or winding up. As to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up, any class or series of OP Units or Partnership Interests which by its terms specifies that it shall rank junior to, on a parity with, or senior to the Common Units shall also rank junior to, or pari passu with, or senior to, as the case may be, the entitlement of the LTIP Units to such distribution. Subject to the terms of any LTIP Unit Agreement, an LTIP Unitholder shall be entitled to transfer his or her LTIP Units to the same extent and subject to the same restrictions as holders of Common Units are entitled to transfer their Common Units pursuant to Article 11. (b) LTIP Units shall be subject to the following special provisions:

Ltip Units. The Manager General Partner may from time to time issue LTIP Units to Persons who provide services to the CompanyPartnership, for such consideration as the Manager General Partner may determine to be appropriate, and admit such Persons as MembersLimited Partners. The Capital Accounts of such LTIP Unitholders shall be credited with the amount of their respective Capital Contributions pursuant to Section 5.3. Except to the extent a Capital Contribution is made with respect to an LTIP Unit, an LTIP Unit is intended to qualify as a “profits interest” in the CompanyPartnership. Subject to the provisions of Sections 4.3(d) and 4.3(e) and the special provisions of Sections 5.5, 7.6 7.9 and 7.77.10, LTIP Units shall be treated as Common Partnership Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Common Percentage Interests, holders of LTIP Units shall be treated as Common Partnership Unitholders and LTIP Units shall be treated as Common Partnership Units. In particular, the Company Partnership shall comply with the following procedures: (i) If an Adjustment Event (as defined below) occurs, then the Manager General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Common Partnership Units and LTIP Units. The following shall be “Adjustment Events”: (A) the Company Partnership makes a distribution on all outstanding Common Partnership Units in Partnership Units, (B) the Company Partnership subdivides the outstanding Common Partnership Units into a greater number of units or combines the outstanding Common Partnership Units into a smaller number of Unitsunits, or (C) the Company Partnership issues any Partnership Units in exchange for its outstanding Common Partnership Units by way of a reclassification or recapitalization of its Common Partnership Units. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Partnership Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Partnership Units to Ashford Inc. OP Limited Partner LLC in respect of a capital contribution to the Company Partnership of proceeds from the sale of securities by Ashford Inc. the Company. If the Company Partnership takes an action affecting the Common Partnership Units other than actions specifically described above as “Adjustment Events” and in the opinion of the Manager General Partner such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the Manager General Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by the Plan, in such manner and at such time as the ManagerGeneral Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the LTIP Units as herein provided in this Section 4.3 the Company Partnership shall promptly file in the books and records of the Company Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after filing of such certificate, the Company Partnership shall mail a notice to each LTIP Unitholder setting forth the adjustment to his or her LTIP Units and the effective date of such adjustment; and

Ltip Units. A. Issuance of LTIP Units. The Manager General Partner may from time to time issue LTIP Units to Persons who provide services to the CompanyPartnership or the General Partner, for such consideration as the Manager General Partner may determine to be appropriate, and admit such Persons as Members. The Capital Accounts of such LTIP Unitholders shall be credited with the amount of their respective Capital Contributions pursuant to Section 5.3. Except to the extent a Capital Contribution is made with respect to an LTIP Unit, an LTIP Unit is intended to qualify as a “profits interest” in the CompanyLimited Partners. Subject to the following provisions of Sections 4.3(d) and 4.3(e) this Section 4.6 and the special provisions of Sections 5.5, 7.6 4.7 and 7.76.1.E, LTIP Units shall be treated as Common Class A Units, with all of the rights, privileges and obligations attendant theretothereto (or, if so designated by the General Partner in connection with the issuance thereof, as Class B Units for the quarter in which such LTIP Units are issued). For purposes of computing the Common Partners’ Percentage Interests, holders of LTIP Units shall be treated as Common Unitholders Class A Unit holders and LTIP Units shall be treated as Common Class A Units. In particular, the Company Partnership shall comply maintain at all times a one-to-one correspondence between LTIP Units and Class A Units for conversion, distribution and other purposes, including, without limitation, complying with the following procedures: (i) If an Adjustment Event (as defined below) occurs, then the Manager General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Common Class A Units and LTIP Units. The following shall be “Adjustment Events”: (A) the Company Partnership makes a distribution on all outstanding Common Class A Units in Partnership Units, (B) the Company Partnership subdivides the outstanding Common Class A Units into a greater number of units or combines the outstanding Common Class A Units into a smaller number of Unitsunits, or (C) the Company Partnership issues any Partnership Units in exchange for its outstanding Common Class A Units by way of a reclassification or recapitalization of its Common Class A Units. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition or other similar business transactionClass A Unit Transaction, (y) the issuance of Partnership Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, plan or (z) the issuance of any Partnership Units to Ashford Inc. the General Partner in respect of a capital contribution to the Company of proceeds from the sale of securities by Ashford Inc. Partnership. If the Company Partnership takes an action affecting the Common Class A Units other than actions specifically described above as “Adjustment Events” and in the opinion of the Manager General Partner such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the Manager General Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by the any Equity Incentive Plan, in such manner and at such time as the ManagerGeneral Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the LTIP Units Units, as provided in this Section 4.3 herein provided, the Company Partnership shall promptly file in the books and records of the Company Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after filing of such certificate, the Company Partnership shall mail a notice to each LTIP Unitholder setting forth the adjustment to his or her LTIP Units and the effective date of such adjustment; and

Ltip Units. The Manager General Partner may from time to time issue LTIP Units to Persons who provide services to the CompanyPartnership, for such consideration as the Manager General Partner may determine to be appropriate, and admit such Persons as MembersLimited Partners. The Capital Accounts of such LTIP Unitholders shall be credited with the amount of their respective Capital Contributions pursuant to Section 5.3. Except to the extent a Capital Contribution is made with respect to an LTIP Unit, an LTIP Unit is intended to qualify as a “profits interest” in the CompanyPartnership. Subject to the provisions of Sections 4.3(d) and 4.3(e) and the special provisions of Sections 5.5, 7.6 7.7 and 7.77.8, LTIP Units shall be treated as Common Partnership Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Common Percentage Interests, holders of LTIP Units shall be treated as Common Partnership Unitholders and LTIP Units shall be treated as Common Partnership Units. In particular, the Company Partnership shall comply with the following procedures: (i) If an Adjustment Event (as defined below) occurs, then the Manager General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one one‑for‑one conversion and economic equivalence ratio between Common Partnership Units and LTIP Units. The following shall be “Adjustment Events”: (A) the Company Partnership makes a distribution on all outstanding Common Partnership Units in Partnership Units, (B) the Company Partnership subdivides the outstanding Common Partnership Units into a greater number of units or combines the outstanding Common Partnership Units into a smaller number of Unitsunits, or (C) the Company Partnership issues any Partnership Units in exchange for its outstanding Common Partnership Units by way of a reclassification or recapitalization of its Common Partnership Units. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Partnership Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Partnership Units to Ashford Inc. Prime OP Limited Partner LLC in respect of a capital contribution to the Company Partnership of proceeds from the sale of securities by Ashford Inc. the Company. If the Company Partnership takes an action affecting the Common Partnership Units other than actions specifically described above as “Adjustment Events” and in the opinion of the Manager General Partner such action would require an adjustment to the LTIP Units to maintain the one-to-one one‑to‑one correspondence described above, the Manager General Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by the Plan, in such manner and at such time as the ManagerGeneral Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the LTIP Units as herein provided in this Section 4.3 the Company Partnership shall promptly file in the books and records of the Company Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after filing of such certificate, the Company Partnership shall mail a notice to each LTIP Unitholder setting forth the adjustment to his or her LTIP Units and the effective date of such adjustment; and

Ltip Units. The Manager General Partner may from time to time issue LTIP Units to Persons who provide services to the CompanyPartnership, for such consideration as the Manager General Partner may determine to be appropriate, and admit such Persons as MembersLimited Partners. The Capital Accounts of such LTIP Unitholders shall be credited with the amount of their respective Capital Contributions pursuant to Section 5.3. Except to the extent a Capital Contribution is made with respect to an LTIP Unit, an LTIP Unit is intended to qualify as a “profits interest” in the CompanyPartnership. Subject to the provisions of Sections 4.3(d) and 4.3(e) and the special provisions of Sections 5.5, 7.6 7.7 and 7.77.8, LTIP Units shall be treated as Common Partnership Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Common Percentage Interests, holders of LTIP Units shall be treated as Common Partnership Unitholders and LTIP Units shall be treated as Common Partnership Units. In particular, the Company Partnership shall comply with the following procedures: (i) If an Adjustment Event (as defined below) occurs, then the Manager General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Common Partnership Units and LTIP Units. The following shall be “Adjustment Events”: (A) the Company Partnership makes a distribution on all outstanding Common Partnership Units in Partnership Units, (B) the Company Partnership subdivides the outstanding Common Partnership Units into a greater number of units Partnership Units or combines the outstanding Common Partnership Units into a smaller number of Partnership Units, or (C) the Company Partnership issues any Partnership Units in exchange for its outstanding Common Partnership Units by way of a reclassification or recapitalization of its Common Partnership Units. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Partnership Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Partnership Units to Ashford Inc. Prime OP Limited Partner LLC in respect of a capital contribution to the Company Partnership of proceeds from the sale of securities by Ashford Inc. the Company. If the Company Partnership takes an action affecting the Common Partnership Units other than actions specifically described above as “Adjustment Events” and in the opinion of the Manager General Partner such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the Manager General Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by the Plan, in such manner and at such time as the ManagerGeneral Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the LTIP Units as provided in this Section 4.3 the Company Partnership shall promptly file in the books and records of the Company Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after filing of such certificate, the Company Partnership shall mail a notice to each LTIP Unitholder setting forth the adjustment to his or her LTIP Units and the effective date of such adjustment; and

Ltip Units. (a) The Manager General Partner may from time to time issue LTIP Units to Persons who provide services to or for the Companybenefit of the Partnership, the General Partner or GIP REIT for such consideration as the Manager General Partner may determine to be appropriate, and admit such Persons as Members. The Capital Accounts of such LTIP Unitholders shall be credited with the amount of their respective Capital Contributions pursuant to Section 5.3. Except to the extent a Capital Contribution is made with respect to an LTIP Unit, an LTIP Unit is intended to qualify as a “profits interest” in the CompanyLimited Partners. Subject to the following provisions of Sections 4.3(d) and 4.3(e) this Section 4.04 and the special provisions of Sections 5.5, 7.6 Section 4.05 and 7.7Section 5.01(f) hereof, LTIP Units shall be treated as Common Units, with all of the entire rights, privileges and obligations attendant thereto. For purposes of computing the Common Partners’ Percentage Interests, holders of LTIP Units shall be treated as Common Unitholders and LTIP Units shall be treated as Common Units. In particular, the Company Partnership shall comply maintain at all times a one-to-one correspondence between LTIP Units and Common Units for conversion, distribution and other purposes, including, without limitation, complying with the following procedures: (i) If an Adjustment Event (as defined below) occurs, then the Manager General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Common Units and LTIP Units. The following shall be “Adjustment Events”: (A) the Company Partnership makes a distribution on all outstanding Common Units in the form of Partnership Units, (B) the Company Partnership subdivides the outstanding Common Units into a greater number of units or combines the outstanding Common Units into a smaller number of Unitsunits, or (C) the Company Partnership issues any Partnership Units in exchange for its outstanding Common Units by way of a reclassification or recapitalization of its Common Units. If more than one Adjustment Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition or other similar business transactionCommon Unit Transaction, (y) the issuance of Partnership Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, plan or (z) the issuance of any Partnership Units to Ashford Inc. the General Partner or GIP REIT (or any direct or indirect wholly owned Subsidiary of the General Partner or GIP REIT) in respect of a capital contribution to the Company Partnership of proceeds from the sale of securities Additional Securities by Ashford Inc. GIP REIT. If the Company Partnership takes an action affecting the Common Units other than actions specifically described above as “Adjustment Events” and in the opinion of the Manager General Partner such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the Manager General Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by the Planany Equity Incentive Plan and Vesting Agreement, in such manner and at such time as the ManagerGeneral Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the LTIP Units Units, as provided in this Section 4.3 herein provided, however, the Company Partnership shall promptly file in the books and records of the Company Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after filing of such certificate, the Company Partnership shall mail deliver a notice to each LTIP Unitholder Holder setting forth the adjustment to his or her LTIP Units and the effective date of such adjustment; provided, however, that the failure to deliver such notice shall not invalidate the adjustment or the authority granted hereunder, and