Common use of SPECIAL ALLOCATION OF GAIN TO LTIP UNITHOLDERS Clause in Contracts

SPECIAL ALLOCATION OF GAIN TO LTIP UNITHOLDERS. Notwithstanding the provisions of Section 5.1 above, but subject to the prior allocation of income, gain, deduction and loss under the terms of the Agreement in respect of any class of Membership Interests ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, any gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Company, including but not limited to, gain realized in connection with an adjustment to the Carrying Value of Company assets under Section 704(b) of the Code, shall first be allocated to the LTIP Unitholders until the Economic Capital Account Balances of such Members, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Common Unit Economic Balance, multiplied by (ii) the number of their LTIP Units. For this purpose, the “Economic Capital Account Balances” of the LTIP Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Member Minimum Gain or Company Minimum Gain, in each case to the extent attributable to their ownership of LTIP Units. For clarification, each Member will have only one Capital Account as to all Membership Interests it owns, but solely for determining the Economic Capital Account Balance of LTIP Units of an LTIP Unitholder its Capital Account will be separately computed for each group of LTIP Units having the same issue date. Similarly, the “Common Unit Economic Balance” means (i) the Capital Account Balance of Ashford Inc., plus the amount of Ashford Inc.’s share of any Member Minimum Gain or Company Minimum Gain, in either case to the extent attributable to Ashford Inc.’s ownership of Common Units and computed on a hypothetical basis after taking into account all allocations under Article V through the date on which any allocation is made under this Section 5.5, divided by (ii) the number of Ashford Inc.’s Common Units (with respect to each holder, the “Target Balance”). Any such allocations shall be made among the LTIP Unitholders in proportion to the amounts required to be allocated to each under this Section 5.5, provided, however, that no amounts will be allocated with respect to any particular LTIP Unit (each, an “Ineligible Unit”) until all special allocations pursuant to Part A of Exhibit B with respect to such LTIP Unit have been reversed to the extent required by paragraph 10 of Part A of Exhibit B. If, notwithstanding the foregoing, not all LTIP Units (including Ineligible Units) are fully booked up, an LTIP Unitholder may determine how gains shall be allocated among such LTIP Unitholder’s LTIP Units (other than Ineligible Units); provided, however, if such LTIP Unitholder does not make such a determination, gains shall generally be allocated so that the Economic Capital Account Balance of the maximum amount of Vested LTIP Units held by such LTIP Unitholder is equal to the Common Unit Economic Balance on a per LTIP Unit basis; provided, further, that such gains may only be allocated to LTIP Units that are held by such LTIP Unitholder on the date of the allocation under this Section 5.5. The parties agree that the intent of this Section 5.5 is to make the Capital Account balances of the LTIP Unitholders with respect to their LTIP Units economically equivalent to the Capital Account balance of Ashford Inc. (on a per-Unit basis) with respect to its Common Units.

SPECIAL ALLOCATION OF GAIN TO LTIP UNITHOLDERS. Notwithstanding the provisions of Section 5.1 above, but subject to the prior allocation of income, gain, deduction and loss under the terms of the Agreement in respect of any class of Membership Partnership Interests ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, any net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the CompanyPartnership, including but not limited to, to net capital gain realized in connection with an adjustment to the Carrying Value of Company Partnership assets under Section 704(b) of the Code, shall first be allocated to the LTIP Unitholders until the Economic Capital Account Balances of such MembersLimited Partners, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Common Partnership Unit Economic Balance, multiplied by (ii) the number of their LTIP Units. For this purpose, the “Economic Capital Account Balances” of the LTIP Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Member Partner Minimum Gain or Company Partnership Minimum Gain, in each case to the extent attributable to their ownership of LTIP Units. For clarification, each Member Limited Partner will have only one Capital Account as to all Membership Partnership Interests it owns, but solely for determining the Economic Capital Account Balance of LTIP Units of an LTIP Unitholder its Capital Account will be separately computed for each group of LTIP Units having the same issue date. Similarly, the “Common Partnership Unit Economic Balance” means shall mean (i) the Capital Account Balance of Ashford Inc.Prime OP Limited Partner LLC, plus the amount of Ashford Inc.Prime OP Limited Partner LLC’s share of any Member Partner Minimum Gain or Company Partnership Minimum Gain, in either case to the extent attributable to Ashford Inc.Prime OP Limited Partner LLC’s ownership of Common Partnership Units and computed on a hypothetical basis after taking into account all allocations under Article V through the date on which any allocation is made under this Section 5.5, divided by (ii) the number of Ashford Inc.Prime OP Limited Partner LLC’s Partnership Common Partnership Units (with respect to each holder, the “Target Balance”). Any such allocations shall be made among the LTIP Unitholders in proportion to the amounts required to be allocated to each under this Section 5.5, provided, however, that no amounts will be allocated with respect to any particular LTIP Unit (each, an “Ineligible Unit”) until all special allocations pursuant to Part A of Exhibit B with respect to such LTIP Unit have been reversed to the extent required by paragraph 10 of Part A of Exhibit B. If, notwithstanding the foregoing, not all LTIP Units (including Ineligible Units) are fully booked up, an LTIP Unitholder may determine how net capital gains shall be allocated among such LTIP Unitholder’s LTIP Units (other than Ineligible Units); provided, however, if such LTIP Unitholder does not make such a determination, net capital gains shall generally be allocated so that the Economic Capital Account Balance of the maximum amount of Vested LTIP Units held by such LTIP Unitholder is equal to the Common Partnership Unit Economic Balance on a per LTIP Unit basis; provided, further, that such net capital gains may only be allocated to LTIP Units that are held by such LTIP Unitholder on the date of the allocation under this Section 5.5. The parties agree that the intent of this Section 5.5 is to make the Capital Account balances of the LTIP Unitholders with respect to their LTIP Units economically equivalent to the Capital Account balance of Ashford Inc. Prime OP Limited Partner LLC (on a per-Partnership Unit basis) with respect to its Common Partnership Units.

SPECIAL ALLOCATION OF GAIN TO LTIP UNITHOLDERS. Notwithstanding the provisions of Section 5.1 above, but subject to the prior allocation of income, gain, deduction and loss under the terms of the Agreement in respect of any class of Membership Interests ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, any gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Company, including but not limited to, to gain realized in connection with an adjustment to the Carrying Value of Company assets under Section 704(b) of the Code, shall first be allocated to the LTIP Unitholders until the Economic Capital Account Balances of such Members, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Common Unit Economic Balance, multiplied by (ii) the number of their LTIP Units. For this purpose, the “Economic Capital Account Balances” of the LTIP Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Member Minimum Gain or Company Minimum Gain, in each case to the extent attributable to their ownership of LTIP Units. For clarification, each Member will have only one Capital Account as to all Membership Interests it owns, but solely for determining the Economic Capital Account Balance of LTIP Units of an LTIP Unitholder its Capital Account will be separately computed for each group of LTIP Units having the same issue date. Similarly, the “Common Unit Economic Balance” means (i) the Capital Account Balance of Ashford Inc., plus the amount of Ashford Inc.’s share of any Member Minimum Gain or Company Minimum Gain, in either case to the extent attributable to Ashford Inc.’s ownership of Common Units and computed on a hypothetical basis after taking into account all allocations under Article V through the date on which any allocation is made under this Section 5.5, divided by (ii) the number of Ashford Inc.’s Common Units (with respect to each holder, the “Target Balance”). Any such allocations shall be made among the LTIP Unitholders in proportion to the amounts required to be allocated to each under this Section 5.5, provided, however, that no amounts will be allocated with respect to any particular LTIP Unit (each, an “Ineligible Unit”) until all special allocations pursuant to Part A of Exhibit B with respect to such LTIP Unit have been reversed to the extent required by paragraph 10 of Part A of Exhibit B. If, notwithstanding the foregoing, not all LTIP Units (including Ineligible Units) are fully booked up, an LTIP Unitholder may determine how net capital gains shall be allocated among such LTIP Unitholder’s LTIP Units (other than Ineligible Units); provided, however, if such LTIP Unitholder does not make such a determination, net capital gains shall generally be allocated so that the Economic Capital Account Balance of the maximum amount of Vested LTIP Units held by such LTIP Unitholder is equal to the Common Unit Economic Balance on a per LTIP Unit basis; provided, further, that such net capital gains may only be allocated to LTIP Units that are held by such LTIP Unitholder on the date of the allocation under this Section 5.5. The parties agree that the intent of this Section 5.5 is to make the Capital Account balances of the LTIP Unitholders with respect to their LTIP Units economically equivalent to the Capital Account balance of Ashford Inc. (on a per-Unit basis) with respect to its Common Units.

SPECIAL ALLOCATION OF GAIN TO LTIP UNITHOLDERS. Notwithstanding the provisions of Section 5.1 above, but subject to the prior allocation of income, gain, deduction and loss under the terms of the Agreement in respect of any class of Membership Partnership Interests ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, any gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the CompanyPartnership, including but not limited to, gain realized in connection with an adjustment to the Carrying Value of Company Partnership assets under Section 704(b) of the Code, shall first be allocated to the LTIP Unitholders until the Economic Capital Account Balances of such MembersLimited Partners, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Common Partnership Unit Economic Balance, multiplied by (ii) the number of their LTIP Units. For this purpose, the “Economic Capital Account Balances” of the LTIP Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Member Partner Minimum Gain or Company Partnership Minimum Gain, in each case to the extent attributable to their ownership of LTIP Units. For clarification, each Member Limited Partner will have only one Capital Account as to all Membership Partnership Interests it owns, but solely for determining the Economic Capital Account Balance of LTIP Units of an LTIP Unitholder its Capital Account will be separately computed for each group of LTIP Units having the same issue date. Similarly, the “Common Partnership Unit Economic Balance” means shall mean (i) the Capital Account Balance of Ashford Inc.OP Limited Partner LLC, plus the amount of Ashford Inc.OP Limited Partner LLC’s share of any Member Partner Minimum Gain or Company Partnership Minimum Gain, in either case to the extent attributable to Ashford Inc.OP Limited Partner LLC’s ownership of Common Partnership Units and computed on a hypothetical basis after taking into account all allocations under Article V through the date on which any allocation is made under this Section 5.5, divided by (ii) the number of Ashford Inc.OP Limited Partner LLC’s Partnership Common Partnership Units (with respect to each holder, the “Target Balance”). Any such allocations shall be made among the LTIP Unitholders in proportion to the amounts required to be allocated to each under this Section 5.5, provided, however, that no amounts will be allocated with respect to any particular LTIP Unit (each, an “Ineligible Unit”) until all special allocations pursuant to Part A of Exhibit B with respect to such LTIP Unit have been reversed to the extent required by paragraph 10 of Part A of Exhibit B. If, notwithstanding the foregoing, not all LTIP Units (including Ineligible Units) are fully booked up, an LTIP Unitholder may determine how gains shall be allocated among such LTIP Unitholder’s LTIP Units (other than Ineligible Units); provided, however, if such LTIP Unitholder does not make such a determination, gains shall generally be allocated so that the Economic Capital Account Balance of the maximum amount of Vested LTIP Units held by such LTIP Unitholder is equal to the Common Partnership Unit Economic Balance on a per LTIP Unit basis; provided, further, that such gains may only be allocated to LTIP Units that are held by such LTIP Unitholder on the date of the allocation under this Section 5.5. The parties agree that the intent of this Section 5.5 is to make the Capital Account balances of the LTIP Unitholders with respect to their LTIP Units economically equivalent to the Capital Account balance of Ashford Inc. OP Limited Partner LLC (on a per-Partnership Unit basis) with respect to its Common Partnership Units.

SPECIAL ALLOCATION OF GAIN TO LTIP UNITHOLDERS. Notwithstanding the provisions of Section 5.1 above, but subject to the prior allocation of income, gain, deduction and loss under the terms of the Agreement in respect of any class of Membership Partnership Interests ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, any net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the CompanyPartnership, including but not limited to, to net capital gain realized in connection with an adjustment to the Carrying Agreed Value of Company Partnership assets under Section 704(b) of the Code, shall first be allocated to the LTIP Unitholders until the Economic Capital Account Balances of such MembersLimited Partners, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Common Partnership Unit Economic Balance, multiplied by (ii) the number of their LTIP Units. For this purpose, the “Economic Capital Account Balances” of the LTIP Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Member Partner Minimum Gain or Company Partnership Minimum Gain, in each either case to the extent attributable to their ownership of LTIP Units. For clarification, each Member will have only one Capital Account as to all Membership Interests it owns, but solely for determining the Economic Capital Account Balance of LTIP Units of an LTIP Unitholder its Capital Account will be separately computed for each group of LTIP Units having the same issue date. Similarly, the “Common Partnership Unit Economic Balance” means shall mean (i) the Capital Account Balance of Ashford Inc.OP Limited Partner, LLC, plus the amount of Ashford Inc.OP Limited Partner, LLC’s share of any Member Partner Minimum Gain or Company Partnership Minimum Gain, in either case to the extent attributable to Ashford Inc.OP Limited Partner, LLC’s ownership of Common Partnership Units and computed on a hypothetical basis after taking into account all allocations under Article V through the date on which any allocation is made under this Section 5.5, divided by (ii) the number of Ashford Inc.OP Limited Partner, LLC’s Partnership Common Partnership Units (with respect to each holder, the “Target Balance”). Any such allocations shall be made among the LTIP Unitholders in proportion to the amounts required to be allocated to each under this Section 5.5, provided, however, that no amounts will be allocated with respect to any particular LTIP Unit (each, an “Ineligible Unit”) until all special allocations pursuant to Part A of Exhibit B with respect to such LTIP Unit have been reversed to the extent required by paragraph 10 9 of Part A of Exhibit B. If, notwithstanding the foregoing, not all LTIP Units (including Ineligible Units) are fully booked up, an LTIP Unitholder may determine how net capital gains shall be allocated among such LTIP Unitholder’s LTIP Units (other than Ineligible Units); provided, however, if such LTIP Unitholder does not make such a determination, net capital gains shall generally be allocated so that the Economic Capital Account Balance of the maximum amount of Vested LTIP Units held by such LTIP Unitholder is equal to the Common Partnership Unit Economic Balance on a per LTIP Unit basis; provided, further, that such net capital gains may only be allocated to LTIP Units that are held by such LTIP Unitholder Member on the date of the allocation under this Section 5.5. The parties agree that the intent of this Section 5.5 is to make the Capital Account balances of the LTIP Unitholders with respect to their LTIP Units economically equivalent to the Capital Account balance of Ashford Inc. OP Limited Partner, LLC (on a per-Partnership Unit basis) with respect to its Common Partnership Units.

SPECIAL ALLOCATION OF GAIN TO LTIP UNITHOLDERS. Notwithstanding the provisions of Section 5.1 above, but subject to the prior allocation of income, gain, deduction and loss under the terms of the Agreement in respect of any class of Membership Partnership Interests ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, any net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the CompanyPartnership, including but not limited to, to net capital gain realized in connection with an adjustment to the Carrying Value of Company Partnership assets under Section 704(b) of the Code, shall first be allocated to the LTIP Unitholders until the Economic Capital Account Balances of such MembersLimited Partners, to the extent attributable to their ownership of LTIP Units, are equal to to (i) the Common Partnership Unit Economic Balance, multiplied by (ii) the number of their LTIP Units. For this purpose, the “Economic Capital Account Balances” of the LTIP Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Member Partner Minimum Gain or Company Partnership Minimum Gain, in each case to the extent attributable to their ownership of LTIP Units. For clarification, each Member Limited Partner will have only one Capital Account as to all Membership Partnership Interests it owns, but solely for determining the Economic Capital Account Balance of LTIP Units of an LTIP Unitholder its Capital Account will be separately computed for each group of LTIP Units having the same issue date. Similarly, the “Common Partnership Unit Economic Balance” means shall mean (i) the Capital Account Balance of Ashford Inc.OP Limited Partner LLC, plus the amount of Ashford Inc.OP Limited Partner LLC’s share of any Member Partner Minimum Gain or Company Partnership Minimum Gain, in either case to the extent attributable to Ashford Inc.OP Limited Partner LLC’s ownership of Common Partnership Units and computed on a hypothetical basis after taking into account all allocations under Article V through the date on which any allocation is made under this Section 5.5, divided by (ii) the number of Ashford Inc.OP Limited Partner LLC’s Partnership Common Partnership Units (with respect to each holder, the “Target Balance”). Any such allocations shall be made among the LTIP Unitholders in proportion to the amounts required to be allocated to each under this Section 5.5, provided, however, that no amounts will be allocated with respect to any particular LTIP Unit (each, an “Ineligible Unit”) until all special allocations pursuant to Part A of Exhibit B with respect to such LTIP Unit have been reversed to the extent required by paragraph 10 of Part A of Exhibit B. If, notwithstanding the foregoing, not all LTIP Units (including Ineligible Units) are fully booked up, an LTIP Unitholder may determine how net capital gains shall be allocated among such LTIP Unitholder’s LTIP Units (other than Ineligible Units); provided, however, if such LTIP Unitholder does not make such a determination, net capital gains shall generally be allocated so that the Economic Capital Account Balance of the maximum amount of Vested LTIP Units held by such LTIP Unitholder is equal to the Common Partnership Unit Economic Balance on a per LTIP Unit basis; provided, further, that such net capital gains may only be allocated to LTIP Units that are held by such LTIP Unitholder on the date of the allocation under this Section 5.5. The parties agree that the intent of this Section 5.5 is to make the Capital Account balances of the LTIP Unitholders with respect to their LTIP Units economically equivalent to the Capital Account balance of Ashford Inc. OP Limited Partner LLC (on a per-Partnership Unit basis) with respect to its Common Partnership Units.

SPECIAL ALLOCATION OF GAIN TO LTIP UNITHOLDERS. Notwithstanding the provisions of Section 5.1 above, but subject to the prior allocation of income, gain, deduction and loss under the terms of the Agreement in respect of any class of Membership Partnership Interests ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, any net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the CompanyPartnership, including but not limited to, to net capital gain realized in connection with an adjustment to the Carrying Agreed Value of Company Partnership assets under Section 704(b) of the Code, shall first be allocated to the LTIP Unitholders until the Economic Capital Account Balances of such MembersLimited Partners, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Common Partnership Unit Economic Balance, multiplied by (ii) the number of their LTIP Units. For this purpose, the “Economic Capital Account Balances” of the LTIP Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Member Partner Minimum Gain or Company Partnership Minimum Gain, in each either case to the extent attributable to their ownership of LTIP Units. For clarification, each Member will have only one Capital Account as to all Membership Interests it owns, but solely for determining the Economic Capital Account Balance of LTIP Units of an LTIP Unitholder its Capital Account will be separately computed for each group of LTIP Units having the same issue date. Similarly, the “Common Partnership Unit Economic Balance” means shall mean (i) the Capital Account Balance of Ashford Inc.OP Limited Partner, LLC, plus the amount of Ashford Inc.OP Limited Partner, LLC’s share of any Member Partner Minimum Gain or Company Partnership Minimum Gain, in either case to the extent attributable to Ashford Inc.OP Limited Partner, LLC’s ownership of Common Partnership Units and computed on a hypothetical basis after taking into account all allocations under Article V through the date on which any allocation is made under this Section 5.5, divided by (ii) the number of Ashford Inc.OP Limited Partner, LLC’s Partnership Common Partnership Units (with respect to each holder, the “Target Balance”). Any such allocations shall be made among the LTIP Unitholders in proportion to the amounts required to be allocated to each under this Section 5.5, provided, however, that no amounts will be allocated with respect to any particular LTIP Unit (each, an “Ineligible Unit”) until all special allocations pursuant to Part A of Exhibit B with respect to such LTIP Unit have been reversed to the extent required by paragraph 10 of Part A of Exhibit B. If, notwithstanding the foregoing, not all LTIP Units (including Ineligible Units) are fully booked up, an LTIP Unitholder may determine how net capital gains shall be allocated among such LTIP Unitholder’s LTIP Units (other than Ineligible Units); provided, however, if such LTIP Unitholder does not make such a determination, net capital gains shall generally be allocated so that the Economic Capital Account Balance of the maximum amount of Vested LTIP Units held by such LTIP Unitholder is equal to the Common Partnership Unit Economic Balance on a per LTIP Unit basis; provided, further, that such net capital gains may only be allocated to LTIP Units that are held by such LTIP Unitholder Member on the date of the allocation under this Section 5.5. The parties agree that the intent of this Section 5.5 is to make the Capital Account balances of the LTIP Unitholders with respect to their LTIP Units economically equivalent to the Capital Account balance of Ashford Inc. OP Limited Partner, LLC (on a per-Partnership Unit basis) with respect to its Common Partnership Units.

SPECIAL ALLOCATION OF GAIN TO LTIP UNITHOLDERS. Notwithstanding the provisions of allocations set forth in Section 5.1 6.2.A(1) above, but subject to the prior allocation of income, gain, deduction and loss under the terms of the Agreement in respect of any class of Membership Interests ranking senior to the LTIP Units with respect to return of net capital or any preferential or priority return, any gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the CompanyPartnership, including but not limited to, to net capital gain treated as realized in connection with an adjustment to the Carrying Gross Asset Value of Company Partnership assets under Section 704(b) as set forth in the definition of the Codesuch term, shall first be allocated to the LTIP Unitholders until the Economic Capital Account Balances (defined below) of such MembersLimited Partners, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Common Ordinary Unit Economic BalanceBalance (defined below), multiplied by (ii) the number of their LTIP Units. For this purpose, the “Economic Capital Account Balances” of the LTIP Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Member Partner Minimum Gain or Company Partnership Minimum Gain, in each case to the extent attributable to their ownership of LTIP Units. For clarification, each Member will have only one Capital Account as to all Membership Interests it owns, but solely for determining the Economic Capital Account Balance of LTIP Units of an LTIP Unitholder its Capital Account will be separately computed for each group of LTIP Units having the same issue date. Similarly, the “Common Ordinary Unit Economic Balance” means shall mean (i) the Capital Account Balance balance of Ashford Inc.the General Partner, plus the amount of Ashford Inc.the General Partner’s share of any Member Partner Minimum Gain or Company Partnership Minimum Gain, in either case to the extent attributable to Ashford Inc.the General Partner’s ownership of Common Ordinary Units and computed on a hypothetical basis after taking into account all allocations under Article V through the date on which any allocation is made under this Section 5.5, 6.2.C. divided by (ii) the number of Ashford Inc.the General Partner’s Common Units (with respect to each holder, the “Target Balance”)Ordinary Units. Any such allocations shall be made among the LTIP Unitholders in proportion to the amounts required to be allocated to each under this Section 5.56.2.C. For clarity, provided, however, that no amounts will be allocated with respect to any particular LTIP Unit (each, an “Ineligible Unit”) until all special allocations pursuant to Part A of Exhibit B with respect to such LTIP Unit have been reversed to the extent required by paragraph 10 of Part A of Exhibit B. If, notwithstanding the foregoing, not all LTIP Units (including Ineligible Units) are fully booked up, an LTIP Unitholder may determine how gains shall be allocated among such LTIP Unitholder’s LTIP Units (other than Ineligible Units); provided, however, if such LTIP Unitholder does not make such a determination, gains shall generally be allocated so that the Economic Capital Account Balance of the maximum amount of Vested LTIP Units held by such LTIP Unitholder is equal to the Common Unit Economic Balance on a per LTIP Unit basis; provided, further, that such gains may only be allocated to LTIP Units that are held by such LTIP Unitholder on the date of the allocation under this Section 5.5. The parties agree that the intent of this Section 5.5 6.2.C is to make the Capital Account balances of the LTIP Unitholders with respect to their LTIP Units economically equivalent to the Capital Account balance of Ashford Inc. (on a per-Unit basis) the General Partner with respect to its Common Ordinary Units.

SPECIAL ALLOCATION OF GAIN TO LTIP UNITHOLDERS. Notwithstanding the provisions of Section 5.1 above, but subject to the prior allocation of income, gain, deduction and loss under the terms of the Agreement in respect of any class of Membership Partnership Interests ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, any net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the CompanyPartnership, including but not limited to, to net capital gain realized in connection with an adjustment to the Carrying Value of Company Partnership assets under Section 704(b) of the Code, shall first be allocated to the LTIP Unitholders until the Economic Capital Account Balances of such MembersLimited Partners, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Common Partnership Unit Economic Balance, multiplied by (ii) the number of their LTIP Units. For this purpose, the “Economic Capital Account Balances” of the LTIP Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Member Partner Minimum Gain or Company Partnership Minimum Gain, in each case to the extent attributable to their ownership of LTIP Units. For clarification, each Member will have only one Capital Account as to all Membership Interests it owns, but solely for determining the Economic Capital Account Balance of LTIP Units of an LTIP Unitholder its Capital Account will be separately computed for each group of LTIP Units having the same issue date. Similarly, the “Common Partnership Unit Economic Balance” means shall mean (i) the Capital Account Balance of Ashford Inc.Prime OP Limited Partner LLC, plus the amount of Ashford Inc.Prime OP Limited Partner LLC’s share of any Member Partner Minimum Gain or Company Partnership Minimum Gain, in either case to the extent attributable to Ashford Inc.Prime OP Limited Partner LLC’s ownership of Common Partnership Units and computed on a hypothetical basis after taking into account all allocations under Article V through the date on which any allocation is made under this Section 5.5, divided by (ii) the number of Ashford Inc.Prime OP Limited Partner LLC’s Partnership Common Partnership Units (with respect to each holder, the “Target Balance”). Any such allocations shall be made among the LTIP Unitholders in proportion to the amounts required to be allocated to each under this Section 5.5, provided, however, that no amounts will be allocated with respect to any particular LTIP Unit (each, an “Ineligible Unit”) until all special allocations pursuant to Part A of Exhibit B with respect to such LTIP Unit have been reversed to the extent required by paragraph 10 of Part A of Exhibit B. If, notwithstanding the foregoing, not all LTIP Units (including Ineligible Units) are fully booked up, an LTIP Unitholder may determine how net capital gains shall be allocated among such LTIP Unitholder’s LTIP Units (other than Ineligible Units); provided, however, if such LTIP Unitholder does not make such a determination, net capital gains shall generally be allocated so that the Economic Capital Account Balance of the maximum amount of Vested LTIP Units held by such LTIP Unitholder is equal to the Common Partnership Unit Economic Balance on a per LTIP Unit basis; provided, further, that such net capital gains may only be allocated to LTIP Units that are held by such LTIP Unitholder on the date of the allocation under this Section 5.5. The parties agree that the intent of this Section 5.5 is to make the Capital Account balances of the LTIP Unitholders with respect to their LTIP Units economically equivalent to the Capital Account balance of Ashford Inc. Prime OP Limited Partner LLC (on a per-Partnership Unit basis) with respect to its Common Partnership Units.