0001193125-13-453144 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 25th, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of November 19, 2013, by and between Ashford Hospitality Prime, Inc., a Maryland corporation (the “Company” or the “Indemnitor”) and (the “Indemnitee”).

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ADVISORY AGREEMENT
Advisory Agreement • November 25th, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Texas

THIS ADVISORY AGREEMENT (this “Agreement”), is dated and effective as of November 19, 2013 (the “Effective Date”), by and between ASHFORD HOSPITALITY PRIME, INC., a Maryland corporation (“Ashford Prime”), ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”), and ASHFORD HOSPITALITY ADVISORS LLC, a Delaware limited liability company (the “Advisor”).

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ASHFORD PRIME HOTEL MASTER MANAGEMENT AGREEMENT by and between ASHFORD PRIME TRS CORPORATION, a Delaware corporation and REMINGTON LODGING & HOSPITALITY, LLC a Delaware limited liability company
Master Management Agreement • November 25th, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Texas

THIS ASHFORD PRIME HOTEL MASTER MANAGEMENT AGREEMENT is made and entered into on this 19th day of November, 2013, by and between ASHFORD PRIME TRS CORPORATION, a Delaware corporation (hereinafter referred to as “Lessee”), REMINGTON LODGING & HOSPITALITY, LLC, a Delaware limited liability company (hereinafter referred to as “Manager”), and for the limited purposes of Article VIII herein, the Landlords (defined below).

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RIGHT OF FIRST OFFER AGREEMENT
Right of First Offer Agreement • November 25th, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Texas

THIS RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”), is dated and effective as of November 19, 2013 (the “Effective Date”), by and between ASHFORD HOSPITALITY TRUST, INC., a Maryland corporation (“Ashford Trust”), and ASHFORD HOSPITALITY PRIME, INC., a Maryland corporation (“Ashford Prime”) (Ashford Trust and Ashford Prime are referred to herein as a “Party”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 25th, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Texas

THIS REGISTRATION RIGHTS AGREEMENT, dated as of November 19, 2013, is entered into by and between Ashford Hospitality Prime, Inc., a Maryland corporation (“Ashford Prime”), Ashford Hospitality Limited Partnership, a Delaware limited partnership (“Ashford Trust OP”), which holds common partnership units in Ashford Hospitality Prime Limited Partnership, a Delaware limited partnership (Ashford Prime OP”) and Ashford Hospitality Advisors LLC, a Delaware limited liability company (“Ashford Advisor”).

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OPTION AGREEMENT PIER HOUSE RESORT & SPA
Option Agreement • November 25th, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Delaware

THIS OPTION AGREEMENT (this “Option Agreement”) is executed as of this 19th day of November, 2013 (the “Effective Date”) by ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP (“Ashford Prime OP”) and ASHFORD HOSPITALITY LIMITED PARTNERSHIP. (“Ashford Trust OP”), with respect to the Property Entities (defined below), and ASHFORD TRS CORPORATION (“Ashford Trust TRS” and together with Ashford Trust OP, the “Grantors”) and ASHFORD PRIME TRS CORPORATION (“Ashford Prime TRS” and together with Ashford Prime OP, the “Optionees”), with respect to the TRS Entities (defined below).

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OPTION AGREEMENT CRYSTAL GATEWAY MARRIOTT
Option Agreement • November 25th, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Texas

THIS OPTION AGREEMENT (this “Option Agreement”) is executed as of this 19th day of November, 2013 (the “Effective Date”) by ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP (“Ashford Prime OP”) and ASHFORD HOSPITALITY LIMITED PARTNERSHIP (“Ashford Trust OP”), with respect to the Property Entities (defined below); and ASHFORD TRS CORPORATION (“Ashford Trust TRS” and together with Ashford Trust OP, the “Grantors”) and ASHFORD PRIME TRS CORPORATION (“Ashford Prime TRS” and together with Ashford Prime OP, the “Optionees”), with respect to the TRS Entity (defined below).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 25th, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Texas

THIS REGISTRATION RIGHTS AGREEMENT, dated as of November 19, 2013, is entered into by Ashford Hospitality Prime, Inc., a Maryland corporation (“Ashford Prime”) for the benefit of the holders of common partnership units in Ashford Hospitality Prime Limited Partnership, a Delaware limited partnership (Ashford Prime OP”) whose names are set forth on Exhibit A attached hereto (the “Ashford Prime OP Unit Holders”).

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LICENSING AGREEMENT
Licensing Agreement • November 25th, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Texas

This LICENSING AGREEMENT (this “Agreement”) dated as of November 19, 2013 (the “Effective Date”) between Ashford Hospitality Trust, Inc., a Maryland corporation (“Licensor” or “Party”), and Ashford Hospitality Prime, Inc., a Maryland corporation (“Ashford Prime”) and Ashford Hospitality Prime Limited Partnership, a Delaware limited partnership (“Ashford Prime OP”) (Ashford Prime and Ashford Prime OP, collectively, referred to as “Licensee” or “Party”) (each Party, collectively, referred to as the “Parties”).

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CREDIT AGREEMENT Dated as of November 19, 2013 among ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP, as the Borrower, ASHFORD HOSPITALITY PRIME, INC., as the Parent, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and...
Credit Agreement • November 25th, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of November 19, 2013, among ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), ASHFORD HOSPITALITY PRIME, INC., a Maryland corporation (the “Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

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AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP DATED: November 19, 2013
Limited Partnership Agreement • November 25th, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Delaware

WHEREAS, Ashford Hospitality Prime Limited Partnership (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware by the filing of a Certificate of Limited Partnership with the Secretary of State of Delaware on April 5, 2013;

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ASHFORD PRIME MUTUAL EXCLUSIVITY AGREEMENT
Mutual Exclusivity Agreement • November 25th, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Texas

THIS ASHFORD PRIME MUTUAL EXCLUSIVITY AGREEMENT (this “Agreement”) is entered as of the 19th day of November, 2013 (the “Effective Date”) by and among ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), ASHFORD HOSPITALITY PRIME, INC., a Maryland corporation (the “REIT”), and REMINGTON LODGING & HOSPITALITY, LLC, a Delaware limited liability company (“Manager”), and is consented and agreed to by MONTY J. BENNETT as a Remington Affiliate.

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