0001574085-15-000114 Sample Contracts

December 4, 2015
Exchange Agreement • December 10th, 2015 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Maryland

Reference is made to the Exchange Agreement, dated December 4, 2015 (the “Exchange Agreement”), by and between Ashford Hospitality Prime, Inc., a Maryland corporation (the “Company”), Ashford Hospitality Prime Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), Ashford Hospitality Advisors LLC, a Delaware limited liability company (the “Advisor”), and each of Forward Real Estate Long/Short Fund and Forward Select Income Fund (together, the “Investors”), pursuant to which the Company agreed to exchange an aggregate of 2,600,000 shares of its shares of 5.50% Series B Cumulative Convertible Preferred Stock (the “Series B Preferred Stock”) for an aggregate of 2,600,000 shares of its 5.50% Series A Cumulative Convertible Preferred Stock (the “Series A Preferred Stock”) held by the Investors (the “Exchange”).

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Ashford Hospitality Prime, Inc. 5.50% Series B Cumulative Convertible Preferred Stock REGISTRATION RIGHTS AGREEMENT
Ashford Hospitality Prime, Inc. • December 10th, 2015 • Real estate investment trusts • New York

Ashford Hospitality Prime, Inc., a Maryland corporation (the “Company”), issued and sold to the Initial Purchaser (as defined below), upon the terms set forth in a purchase agreement, dated June 9, 2015 (the “Purchase Agreement”), $65,000,000 of the Company’s 5.50% Series A Cumulative Convertible Preferred Stock, par value $0.01 per share and liquidation preference $25.00 per share (the “Series A Convertible Preferred Stock”).

Termination of Registration Rights Agreement
Termination of Registration Rights Agreement • December 10th, 2015 • Ashford Hospitality Prime, Inc. • Real estate investment trusts

Reference is made to that certain Registration Rights Agreement (the “Registration Rights Agreement”), dated as of June 9, 2015, by and among Ashford Hospitality Prime, Inc. (the “Company”), Ashford Hospitality Prime Limited Partnership (the “Operating Partnership”), Ashford Hospitality Advisors LLC (the “Advisor”) and MLV & Co. LLC (“MLV”) with respect to the Company’s 5.50% Series A Cumulative Convertible Preferred Stock (the “Series A Preferred Stock”).

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