Common use of Remington Transaction Clause in Contracts

Remington Transaction. If any of the Remington Affiliates identifies an opportunity to develop and construct, acquire all or a portion of, or invest in, a Hotel Property that meets the Initial Investment Guidelines of any Future Client or the proposed initial investment guidelines of a new platform or entity to be created by, or spun-off from, Ashford Inc. (herein each called, a “Remington Transaction”), the Remington Parties on behalf of themselves and their Affiliates, hereby grant to the Ashford Parties the simultaneous first right of refusal to negotiate the purchase and assumption of such Remington Transaction on behalf of themselves or such Future Client. The Remington Affiliates agree not to pursue any such opportunity (except as provided in this Section 4) and acknowledge that each such opportunity will belong to the Ashford Inc. Parties, to be pursued on behalf of themselves or the Future Client (the “Ashford Inc. Exclusivity Rights”). The Ashford Inc. Exclusivity Rights shall not apply to any Excluded Remington Transactions or any investment in a Hotel Property that does not meet the Initial Investment Guidelines of a Future Client. With respect to opportunities that satisfy the Initial Investment Guidelines of any Future Client, the exclusivity rights or right of first refusal granted to Ashford Trust pursuant to the Ashford Trust Mutual Exclusivity Agreement (the “Ashford Trust Exclusivity Rights”) and the exclusivity rights or right of first refusal granted to Ashford Prime pursuant to the Ashford Prime Mutual Exclusivity Agreement (the “Ashford Prime Exclusivity Rights”) shall be superior to any Ashford Inc. Exclusivity Rights, unless otherwise waived. If a Future Client materially modifies its Initial Investment Guidelines without the written consent of Manager (on behalf of the Remington Parties), which such consent may be withheld in its sole and absolute discretion and may further be subject to the consent of the Ashford Inc. Parties, the Remington Parties will have no obligation to present or offer a Remington Transaction to the Ashford Inc. Parties on behalf of such Future Client , at any time thereafter, regardless of any subsequent modifications by such Future Client to its Investment Guidelines. For purposes hereof, a “material” modification of the Initial Investment Guidelines of a Future Client shall mean any modification of the Initial Investment Guidelines which cause the Future Client’s Investment Guidelines to be competitive with Ashford Trust’s Investment Guidelines or Ashford Prime’s Investment Guidelines without the express written consent of Ashford Trust or Ashford Prime, as applicable. Instead, the Remington Parties, subject to the superior rights of the Ashford Prime Parties, the Ashford Trust Parties or any other Person with which any of the Remington Parties may have a right of first offer agreement or similar agreement, shall use their reasonable discretion to determine how to allocate such Remington Transaction. The Ashford Inc. Parties acknowledge the terms and conditions of the Ashford Prime Mutual Exclusivity Agreement and the Ashford Trust Mutual Exclusivity Agreement, and further acknowledge that the Ashford Prime Parties and the Ashford Trust Parties, unless otherwise waived, will have superior rights to Remington Transactions pursuant to the terms of the Ashford Prime Mutual Exclusivity Agreement and the Ashford Trust Mutual Exclusivity Agreement, respectively. Further, the Ashford Inc. Parties acknowledge that if Future Clients materially modify their Initial Investment Guidelines without the written consent of Manager, such Future Clients will not be entitled to preferential treatment with respect to Remington Transactions. Notwithstanding the foregoing, if any Future Client materially modifies its Initial Investment Guidelines without the consent of Manager, the Remington Exclusivity Rights provided herein shall remain in full force and effect.

Remington Transaction. If any of the Remington Affiliates identifies an opportunity to develop and construct, acquire all or a portion of, or invest in, a Hotel Property that meets the Initial Investment Guidelines of any Future Client or the proposed initial investment guidelines of a new platform or entity to be created by, or spun-off from, Ashford Inc. REIT (herein each called, a “Remington Transaction”), the Remington Parties on behalf of themselves and their Affiliates, hereby grant to the Ashford REIT Parties the simultaneous first right of refusal to negotiate the purchase and assumption of assume such Remington Transaction on behalf of themselves or such Future Client. The Remington Affiliates and agree not to pursue any such opportunity (except as provided in this Section 4) and acknowledge that each such opportunity will belong to the Ashford Inc. Parties, to be pursued on behalf of themselves or the Future Client REIT Parties (the “Ashford Inc. REIT Exclusivity Rights”). The Ashford Inc. REIT Exclusivity Rights shall not apply to any Excluded Remington Transactions or any investment in a Hotel Property that does not meet the Initial initial Investment Guidelines of a Future Clientthe REIT. With For the avoidance of doubt, the REIT Exclusivity Rights shall be, with respect to opportunities that satisfy the Initial REIT’s initial Investment Guidelines of Guidelines, superior to any Future Client, the exclusivity rights or right of first refusal granted to of the Ashford Trust pursuant to the Ashford Trust Mutual Exclusivity Agreement (the “Ashford Trust Exclusivity Rights”) and the exclusivity rights or right of first refusal granted to Ashford Prime pursuant to the Ashford Prime Mutual Exclusivity Agreement (the “Ashford Prime Exclusivity Rights”) shall be superior to any Ashford Inc. Exclusivity Rights, unless otherwise waived). If a Future Client the REIT materially modifies its Initial Investment Guidelines without the written consent of Manager (on behalf of the Remington Parties), which such consent may be withheld in its sole and absolute discretion and may further be subject to the consent of the Ashford Inc. Trust Parties, the Remington Parties will have no obligation to present or offer a Remington Transaction to the Ashford Inc. REIT Parties on behalf of such Future Client , at any time thereafter, regardless of any subsequent modifications by such Future Client the REIT to its Investment Guidelines. For purposes hereof, a “material” modification of the Initial REIT’s initial Investment Guidelines of a Future Client shall mean any modification of the Initial Investment Guidelines which cause the Future ClientREIT’s Investment Guidelines to be competitive with Ashford Trust’s Investment Guidelines or Ashford Prime’s Investment Guidelines without the express written consent of Ashford Trust or Ashford Prime, as applicableGuidelines. Instead, the Remington Parties, subject to the superior rights of the Ashford Prime Parties, the Ashford Trust Parties or any other Person with which any of the Remington Parties may have a right of first offer agreement or similar agreement, shall use their reasonable discretion to determine how to allocate such Remington Transaction. The Ashford Inc. REIT Parties acknowledge the terms and conditions of the Ashford Prime Mutual Exclusivity Agreement and the Ashford Trust Mutual Exclusivity Agreement, and further acknowledge that if the Ashford Prime Parties and REIT materially modifies its Initial Investment Guidelines without the consent of Manager (on behalf of the Remington Parties), the Ashford Trust Parties, unless otherwise waived, will have superior rights to Remington Transactions pursuant to the terms of the Ashford Prime Mutual Exclusivity Agreement and the Ashford Trust Mutual Exclusivity Agreement, respectively. Further, the Ashford Inc. REIT Parties acknowledge that if Future Clients the REIT materially modify their modifies its Initial Investment Guidelines without the written consent of Manager, such Future Clients that the REIT Parties will not be entitled to preferential treatment with respect to Remington Transactions. Notwithstanding the foregoing, if any Future Client the REIT materially modifies its Initial Investment Guidelines without the consent of Manager, the Remington Exclusivity Rights provided herein shall remain in full force and effect.

Remington Transaction. If any of the Remington Affiliates identifies an opportunity to develop and construct, acquire all or a portion of, or invest in, a Hotel Property that meets the Initial Investment Guidelines of any Future Client or the proposed initial investment guidelines of a new platform or entity to be created by, or spun-off from, Ashford Inc. REIT (herein each called, a “Remington Transaction”), the Remington Parties on behalf of themselves and their Affiliates, hereby grant to the Ashford REIT Parties the simultaneous first right of refusal to negotiate the purchase and assumption of assume such Remington Transaction on behalf of themselves or such Future Client. The Remington Affiliates and agree not to pursue any such opportunity (except as provided in this Section 4) and acknowledge that each such opportunity will belong to the Ashford Inc. Parties, to be pursued on behalf of themselves or the Future Client REIT Parties (the “Ashford Inc. REIT Exclusivity Rights”). The Ashford Inc. REIT Exclusivity Rights shall not apply to any Excluded Remington Transactions or any investment in a Hotel Property that does not meet the Initial initial Investment Guidelines of a Future Clientthe REIT. With For the avoidance of doubt, the REIT Exclusivity Rights shall be, with respect to opportunities that satisfy the Initial REIT’s initial Investment Guidelines of Guidelines, superior to any Future Client, the exclusivity rights or right of first refusal granted to of Ashford Trust pursuant to the Ashford Trust Mutual Exclusivity Agreement (the “Ashford Trust Exclusivity Rights”) and the exclusivity rights or right of first refusal granted to Ashford Prime pursuant to the Ashford Prime Mutual Exclusivity Agreement (the “Ashford Prime Exclusivity Rights”) shall be superior to any Ashford Inc. Exclusivity Rights, unless otherwise waived). If a Future Client the REIT materially modifies its Initial Investment Guidelines without the written consent of Manager (on behalf of the Remington Parties), which such consent may be withheld in its sole and absolute discretion and may further be subject to the consent of the Ashford Inc. Trust Parties, the Remington Parties will have no obligation to present or offer a Remington Transaction to the Ashford Inc. REIT Parties on behalf of such Future Client , at any time thereafter, regardless of any subsequent modifications by such Future Client the REIT to its Investment Guidelines. For purposes hereof, a “material” modification of the REIT’s Initial Investment Guidelines of a Future Client shall mean any modification of the Initial Investment Guidelines which cause the Future ClientREIT’s Investment Guidelines to be competitive with Ashford Trust’s Investment Guidelines or Ashford Prime’s Investment Guidelines without the express written consent of Ashford Trust or Ashford Prime, as applicableGuidelines. Instead, the Remington Parties, subject to the superior rights of the Ashford Prime Parties, the Ashford Trust Parties or any other Person with which any of the Remington Parties may have a right of first offer agreement or similar agreement, shall use their reasonable discretion to determine how to allocate such Remington Transaction. The Ashford Inc. REIT Parties acknowledge the terms and conditions of the Ashford Prime Mutual Exclusivity Agreement and the Ashford Trust Mutual Exclusivity Agreement, and further acknowledge that if the Ashford Prime Parties and REIT materially modifies its Initial Investment Guidelines without the consent of Manager (on behalf of the Remington Parties), the Ashford Trust Parties, unless otherwise waived, will have superior rights to Remington Transactions pursuant to the terms of the Ashford Prime Mutual Exclusivity Agreement and the Ashford Trust Mutual Exclusivity Agreement, respectively. Further, the Ashford Inc. REIT Parties acknowledge that if Future Clients the REIT materially modify their modifies its Initial Investment Guidelines without the written consent of Manager, such Future Clients that the REIT Parties will not be entitled to preferential treatment with respect to Remington Transactions. Notwithstanding the foregoing, if any Future Client the REIT materially modifies its Initial Investment Guidelines without the consent of Manager, the Remington Exclusivity Rights provided herein shall remain in full force and effect.

Remington Transaction. If any of the Remington Affiliates identifies an opportunity to develop and construct, acquire all or a portion of, or invest in, a Hotel Property that meets the Initial Investment Guidelines of any Future Client or the proposed initial investment guidelines of a new platform or entity to be created by, or spun-off from, Ashford Inc. (herein each called, a “Remington Transaction”), the Remington Parties on behalf of themselves and their Affiliates, hereby grant to the Ashford Parties the simultaneous first right of refusal to negotiate the purchase and assumption of such Remington Transaction on behalf of themselves or such Future Client. The Remington Affiliates agree not to pursue any such opportunity (except as provided in this Section 4) and acknowledge that each such opportunity will belong to the Ashford Inc. Parties, to be pursued on behalf of themselves or the Future Client (the “Ashford Inc. Exclusivity Rights”). The Ashford Inc. Exclusivity Rights shall not apply to any Excluded Remington Transactions or any investment in a Hotel Property that does not meet the Initial Investment Guidelines of a Future Client. With respect to opportunities that satisfy the Initial Investment Guidelines of any Future Client, the exclusivity rights or right of first refusal granted to Ashford Trust pursuant to the Ashford Trust Mutual Exclusivity Agreement (the “Ashford Trust Exclusivity Rights”) and the exclusivity rights or right of first refusal granted to Ashford Prime pursuant to the Ashford Prime Mutual Exclusivity Agreement (the “Ashford Prime Exclusivity Rights”) shall be superior to any Ashford Inc. Exclusivity Rights, unless otherwise waived. If a Future Client materially modifies its Initial Investment Guidelines without the written consent of Manager (on behalf of the Remington Parties), which such consent may be withheld in its sole and absolute discretion and may further be subject to the consent of the Ashford Inc. Parties, the Remington Parties will have no obligation to present or offer a Remington Transaction to the Ashford Inc. Parties on behalf of such Future Client , at any time thereafter, regardless of any subsequent -3- modifications by such Future Client to its Investment Guidelines. For purposes hereof, a “material” modification of the Initial Investment Guidelines of a Future Client shall mean any modification of the Initial Investment Guidelines which cause the Future Client’s Investment Guidelines to be competitive with Ashford Trust’s Investment Guidelines or Ashford Prime’s Investment Guidelines without the express written consent of Ashford Trust or Ashford Prime, as applicable. Instead, the Remington Parties, subject to the superior rights of the Ashford Prime Parties, the Ashford Trust Parties or any other Person with which any of the Remington Parties may have a right of first offer agreement or similar agreement, shall use their reasonable discretion to determine how to allocate such Remington Transaction. The Ashford Inc. Parties acknowledge the terms and conditions of the Ashford Prime Mutual Exclusivity Agreement and the Ashford Trust Mutual Exclusivity Agreement, and further acknowledge that the Ashford Prime Parties and the Ashford Trust Parties, unless otherwise waived, will have superior rights to Remington Transactions pursuant to the terms of the Ashford Prime Mutual Exclusivity Agreement and the Ashford Trust Mutual Exclusivity Agreement, respectively. Further, the Ashford Inc. Parties acknowledge that if Future Clients materially modify their Initial Investment Guidelines without the written consent of Manager, such Future Clients will not be entitled to preferential treatment with respect to Remington Transactions. Notwithstanding the foregoing, if any Future Client materially modifies its Initial Investment Guidelines without the consent of Manager, the Remington Exclusivity Rights provided herein shall remain in full force and effect.

Remington Transaction. If any of the Remington Affiliates identifies an opportunity to develop and construct, acquire all or a portion of, or invest in, make loans with respect to, or acquire all or a portion of the debt with respect to, a Hotel Property that meets the Initial Investment Guidelines of any Future Client or the proposed initial investment guidelines of a new platform or entity to be created by, or spun-off from, Ashford Inc. (herein each called, a “Remington Transaction”), the Remington Parties on behalf of themselves and their Affiliates, hereby grant to the Ashford REIT Parties the simultaneous first right of refusal to negotiate the purchase and assumption of assume such Remington Transaction on behalf of themselves or such Future Client. The Remington Affiliates and agree not to pursue any such opportunity (except as provided in this Section 4) and acknowledge that each such opportunity will belong to the Ashford Inc. Parties, to be pursued on behalf of themselves or the Future Client REIT Parties (the “Ashford Inc. REIT Exclusivity Rights”). The Ashford Inc. Notwithstanding the foregoing, the REIT Parties consent to the Braemar Exclusivity Rights shall not apply Agreement. With respect to any Excluded Remington Transactions or any investment in Transaction involving a Hotel Property that does not meet meets the Braemar Initial Investment Guidelines of a Future Client. With respect to opportunities that satisfy the Initial Investment Guidelines of any Future ClientGuidelines, the exclusivity REIT Parties hereby agree that its right to accept such Remington Transaction shall be subordinate to the rights or right of first refusal granted Braemar Parties to Ashford Trust accept such Remington Transaction pursuant to the Ashford Trust Mutual Braemar Exclusivity Agreement (the “Ashford Trust Exclusivity RightsSubordination”) and the exclusivity rights or right of first refusal granted to Ashford Prime pursuant to the Ashford Prime Mutual Exclusivity Agreement (the “Ashford Prime Exclusivity Rights”) shall be superior to any Ashford Inc. Exclusivity Rights, unless otherwise waived). If a Future Client the Braemar Parties materially modifies its modify the Braemar Initial Investment Guidelines without the written consent of Manager (on behalf of the Remington Parties), which such consent may be withheld in its their sole and absolute discretion discretion, the Subordination agreed to by the REIT Parties shall terminate and may be of no further force and effect. Instead, the rights of the REIT Parties to accept any Remington Transaction shall be subject superior to the consent rights of the Ashford Inc. Parties, the Remington Braemar Parties will have no obligation to present or offer a accept such Remington Transaction pursuant to the Ashford Inc. Parties on behalf of such Future Client Braemar Exclusivity Agreement, at any time thereafter, regardless of any subsequent modifications unless otherwise agreed by such Future Client to its Investment Guidelinesthe REIT Parties. For purposes hereof, a “material” modification of the Braemar Initial Investment Guidelines of a Future Client shall mean any modification of the Braemar Initial Investment Guidelines which cause the Future Client’s Braemar Investment Guidelines to be competitive with Ashford Trustthe REIT’s Investment Guidelines or Ashford Prime’s Investment Guidelines without Guidelines, which the express written consent of Ashford Trust or Ashford Prime, as applicable. Instead, the Remington Parties, subject to the superior rights of the Ashford Prime Parties, the Ashford Trust Parties or any other Person with which any of the Remington Parties may have a right of first offer agreement or similar agreement, shall use their reasonable discretion to determine how to allocate such Remington Transaction. The Ashford Inc. Parties acknowledge the terms and conditions of the Ashford Prime Mutual Exclusivity Agreement and the Ashford Trust Mutual Exclusivity Agreement, and further acknowledge that the Ashford Prime Parties and the Ashford Trust Parties, unless otherwise waived, will have superior rights to Remington Transactions pursuant to the terms of the Ashford Prime Mutual Exclusivity Agreement and the Ashford Trust Mutual Exclusivity Agreement, respectively. Further, the Ashford Inc. Parties acknowledge that if Future Clients materially modify their Initial Investment Guidelines without the written consent of Manager, such Future Clients will not be entitled to preferential treatment with respect to Remington Transactions. Notwithstanding the foregoing, if any Future Client materially modifies its Initial Investment Guidelines without the consent of Manager, the Remington Exclusivity Rights provided herein shall remain in full force and effectparties.