0001604738-14-000003 Sample Contracts

TAX MATTERS AGREEMENT by and between ASHFORD HOSPITALITY TRUST, INC. ASHFORD HOSPITALITY LIMITED PARTNERSHIP, ASHFORD INC. and ASHFORD HOSPITALITY ADVISORS LLC dated as of October 31, 2014

Tax Matters Agreement • November 6th, 2014 • Ashford Inc • Services-management consulting services • Texas

• Contract Type
  Tax Matters Agreement
• Filed
  November 6th, 2014
• Company
  Ashford Inc
• Industry
  Services-management consulting services
• Jurisdiction
  Texas

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of October 31, 2014 (the “Effective Date”) by and between ASHFORD HOSPITALITY TRUST, INC., a Maryland corporation (“Ashford Trust”), ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (“Ashford Trust OP”), ASHFORD INC., a Delaware corporation (“Ashford Inc.”), and ASHFORD HOSPITALITY ADVISORS LLC, a Delaware limited liability company and a wholly-owned subsidiary of Ashford Trust OP prior to the separation and distribution (“Ashford LLC”). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Section 1.1.

SEPARATION AND DISTRIBUTION AGREEMENT by and between ASHFORD HOSPITALITY TRUST, INC. ASHFORD OP LIMITED PARTNER LLC ASHFORD HOSPITALITY LIMITED PARTNERSHIP, ASHFORD INC. and ASHFORD HOSPITALITY ADVISORS LLC dated as of October 31, 2014

Separation and Distribution Agreement • November 6th, 2014 • Ashford Inc • Services-management consulting services • Texas

• Contract Type
  Separation and Distribution Agreement
• Filed
  November 6th, 2014
• Company
  Ashford Inc
• Industry
  Services-management consulting services
• Jurisdiction
  Texas

This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of October 31, 2014 (the “Effective Date”) by and between ASHFORD HOSPITALITY TRUST, INC., a Maryland corporation (“Ashford Trust”), ASHFORD OP LIMITED PARTNER LLC, a Delaware limited liability company (“Ashford Trust OP Limited Partner”), ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (“Ashford Trust OP”), ASHFORD INC., a Delaware corporation (“Ashford Inc.”), and ASHFORD HOSPITALITY ADVISORS LLC, a Delaware limited liability company and a wholly-owned subsidiary of Ashford Trust OP prior to the separation and distribution (“Ashford LLC”). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Section 1.1.