0001232582-15-000070 Sample Contracts

May 8, 2015
Ashford Hospitality Trust Inc • May 11th, 2015 • Real estate investment trusts

Reference is made to that certain Purchase and Sale Agreement (the “Agreement”), dated as of February 18, 2015, by and between Ashford TRS VI Corporation, Ashford Hospitality Select, Inc. and Ashford Hospitality Select Limited Partnership. Capitalized terms not otherwise defined in this letter have the meanings assigned in the Agreement.

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May 8, 2015
Ashford Hospitality Trust Inc • May 11th, 2015 • Real estate investment trusts

Reference is made to that certain Contribution Agreement (the “Agreement”), dated as of February 18, 2015, by and between Ashford Hospitality Select, Inc., Ashford Hospitality Select Limited Partnership, Ashford Credit Holdings LLC and Ashford Hospitality Limited Partnership. Capitalized terms not otherwise defined in this letter have the meanings assigned in the Agreement.

CONTRIBUTION AGREEMENT BY AND BETWEEN
Contribution Agreement • May 11th, 2015 • Ashford Hospitality Trust Inc • Real estate investment trusts • Texas

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is executed as of this 18th day of February, 2015 by and between ASHFORD HOSPITALITY SELECT, INC., a Maryland corporation (“Ashford Select”), ASHFORD HOSPITALITY SELECT LIMITED PARTNERSHIP, a Delaware limited partnership (“Ashford Select OP”, and, together with Ashford Select, the “Ashford Select Entities”), and ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (“Ashford Trust OP”, and also referred to herein as the “Contributor”).

CONTRIBUTION AGREEMENT BY AND BETWEEN
Contribution Agreement • May 11th, 2015 • Ashford Hospitality Trust Inc • Real estate investment trusts • Texas

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is executed as of this 18th day of February, 2015 by and between ASHFORD HOSPITALITY SELECT, INC., a Maryland corporation (“Ashford Select”), ASHFORD HOSPITALITY SELECT LIMITED PARTNERSHIP, a Delaware limited partnership (“Ashford Select OP”, and, together with Ashford Select, the “Ashford Select Entities”), Ashford Credit Holdings LLC (“Credit Holdings”) and ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (“Ashford Trust OP”, together with Credit Holdings, the “Contributors”, and each a “Contributor”).

May 8, 2015
Ashford Hospitality Trust Inc • May 11th, 2015 • Real estate investment trusts

Reference is made to that certain Contribution Agreement (the “Agreement”), dated as of February 18, 2015, by and between Ashford Hospitality Select, Inc., Ashford Hospitality Select Limited Partnership and Ashford Hospitality Limited Partnership. Capitalized terms not otherwise defined in this letter have the meanings assigned in the Agreement.

May 8, 2015
Ashford Hospitality Trust Inc • May 11th, 2015 • Real estate investment trusts

Reference is made to that certain Purchase and Sale Agreement (the “Agreement”), dated as of February 18, 2015, by and between Ashford TRS Corporation, Ashford TRS VI Corporation and Ashford Select TRS Corporation. Capitalized terms not otherwise defined in this letter have the meanings assigned in the Agreement.

PURCHASE AND SALE AGREEMENT BY AND BETWEEN ASHFORD TRS CORPORATION, a Delaware corporation,
Purchase and Sale Agreement • May 11th, 2015 • Ashford Hospitality Trust Inc • Real estate investment trusts • Texas

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is executed as of this 18th day of February, 2015 by and between ASHFORD TRS CORPORATION, a Delaware corporation (“Ashford TRS”), ASHFORD TRS VI CORPORATION, a Delaware corporation (“Ashford TRS VI”, and together with Ashford TRS, the “Sellers”) and ASHFORD SELECT TRS CORPORATION, a Delaware corporation (“Ashford Select TRS”).

PURCHASE AND SALE AGREEMENT BY AND BETWEEN
Purchase and Sale Agreement • May 11th, 2015 • Ashford Hospitality Trust Inc • Real estate investment trusts • Texas

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is executed as of this 18th day of February, 2015 by and between ASHFORD TRS VI CORPORATION, a Delaware corporation (“ASHFORD TRS VI”, and also referred to herein as “Seller”), ASHFORD HOSPITALITY SELECT, INC., a Maryland corporation (“Ashford Select”), and ASHFORD HOSPITALITY SELECT LIMITED PARTNERSHIP, a Delaware limited partnership (“Ashford Select OP”, and together with Ashford Select, the “Ashford Select Entities”).

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