Exhibit 10.1


 


STANDBY EQUITY DISTRIBUTION AGREEMENT


 


THIS STANDBY EQUITY DISTRIBUTION
AGREEMENT dated as of June 7, 2021 (this “Agreement”) is made by and between YA II PN, LTD., a Cayman Islands
exempt limited partnership (the “Investor”), and ASHFORD HOSPITALITY TRUST, INC., a company incorporated under
the laws of the State of Maryland (the “Company”).


 


WHEREAS, the parties
desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to the
Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to 37,904,554 shares of common stock
of the Company, par value $0.01 per share (the “Common Shares”); and


 


WHEREAS, the Common
Shares are listed for trading on the New York Stock Exchange under the symbol “AHT;” and


 


WHEREAS, the offer
and sale of the Common Stock issuable hereunder will be made in reliance upon Section 4(a)(2) under the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder (the “Securities Act”), or upon such other exemption from the
registration requirements of the Securities Act as may be available with respect to any or all of the transactions to be made hereunder.


 


NOW, THEREFORE,
the parties hereto agree as follows:


 


Article I. 

Certain Definitions


 


Section 1.01       
“Additional Shares” shall have the meaning set forth in Section 2.01(d)(ii).


 


Section 1.02       
“Adjusted Advance Shares” shall have the meaning set forth in Section 2.01(d)(i).


 


Section 1.03       
“Advance Date” shall mean the 1st Trading Day after expiration of the applicable Pricing Period for
each Advance.


 


Section 1.04       
“Advance Notice” shall mean a written notice in the form of Exhibit A attached hereto to the Investor executed
by an officer of the Company and setting forth the Advance Shares that the Company desires to issue and sell to the Investor.


 


Section 1.05       
“Advance Notice Date” shall mean each date the Company delivers (in accordance with Section 2.01(b) of this
Agreement) to the Investor an Advance Notice, subject to the terms of this Agreement.


 


Section 1.06       
“Advance Shares” shall mean the number of Common Shares that the Company desires to issue and sell to the Investor
as requested by the Company in an Advance Notice.


 


Section 1.07       
“Advances” shall mean any issuance and sale from the Company to the Investor pursuant to Article II hereof.


 


Section 1.08       
“Affiliate” shall have the meaning set forth in Section 3.07.


 






    


     


    

 


Section 1.09       “Agreement”
shall have the meaning set forth in the preamble of this Agreement.


 


Section 1.10       
“Applicable Laws” shall mean all applicable laws, statutes, rules, regulations, orders, executive orders, directives,
policies, guidelines and codes having the force of law, whether local, national, or international, as amended from time to time, including
without limitation (i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting,
(ii) all applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the United States
Foreign Corrupt Practices Act of 1977, and (iii) any Sanctions laws.


 


Section 1.11       
“Basket” shall have the meaning set forth in Section 5.04.


 


Section 1.12       
“Black Out Period” shall have the meaning set forth in Section 6.02


 


Section 1.13       
“Closing” shall have meaning set forth in Section 2.02.


 


Section 1.14       
“Commitment Amount” shall mean 37,904,554 Common Shares, provided that, the Company shall not affect
any sales under this Agreement and the Investor shall not have the obligation to purchase Common Shares under this Agreement to the extent
(but only to the extent) that after giving effect to such purchase and sale the aggregate number of Common Shares issued under this Agreement
would exceed 19.9% of the outstanding Common Shares as of the date of this Agreement.


 


Section 1.15       
“Commitment Period” shall mean the period commencing on the date hereof and expiring upon the date of termination
of this Agreement in accordance with Section 11.02.


 


Section 1.16       
“Common Shares” shall have meaning set forth in the recitals of this Agreement.


 


Section 1.17       
“Company” shall have the meaning set forth in the preamble of this Agreement.


 


Section 1.18       
“Company Indemnitees” shall have the meaning set forth in Section 5.02.


 


Section 1.19       
“Condition Satisfaction Date” shall have the meaning set forth in Section 7.01


 


Section 1.20       
“Environmental Laws” shall have the meaning set forth in Section 4.08.


 


Section 1.21       
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.


 


Section 1.22       
“Excluded Day” shall have the meaning set forth in Section 2.01(d)(i).


 


Section 1.23       
“Hazardous Materials” shall have the meaning set forth in Section 4.08.


 


Section 1.24       
“Indemnified Liabilities” shall have the meaning set forth in Section 5.01.


 


Section 1.25       
“Investor” shall have the meaning set forth in the preamble of this Agreement.


 


Section 1.26       “Investor
Indemnitees” shall have the meaning set forth in Section 5.01.


 






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Section 1.27       
“Keystone Agreement” means the common stock purchase agreement dated May 17, 2021 by and among the Company,
Ashford Hospitality Limited Partnership, and Keystone Capital Partners, LLC (“Keystone”).


 


Section 1.28       
“Market Price” shall mean the lowest daily VWAP of the Common Shares during the relevant Pricing Period, other
than the daily VWAP on any Excluded Days.


 


Section 1.29       
“Material Adverse Effect” shall mean any event, occurrence or condition that has had or would reasonably be
expected to have (i) a material adverse effect on the legality, validity or enforceability of this Agreement or the transactions contemplated
herein, (ii) a material adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company
and its Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect
on a timely basis its obligations under this Agreement.


 


Section 1.30       
“Material Outside Event” shall have the meaning set forth in Section 6.08.


 


Section 1.31       
“Maximum Advance Shares” in respect of each Advance Notice means 8,000,000 Common Shares.


 


Section 1.32       
“Minimum Acceptable Price” or “MAP” shall mean the minimum price notified by the Company
to the Investor in each Advance Notice, if applicable.


 


Section 1.33       
“OFAC” shall mean the U.S. Department of Treasury’s Office of Foreign Asset Control.


 


Section 1.34       
“Ownership Limitation” shall have the meaning set forth in Section 2.01(c)(i).


 


Section 1.35       
“Person” shall mean an individual, a corporation, a partnership, a limited liability company, a trust or other
entity or organization, including a government or political subdivision or an agency or instrumentality thereof.


 


Section 1.36       
“Plan of Distribution” shall mean the section of a Registration Statement disclosing the plan of distribution
of the Shares.


 


Section 1.37       
“Pricing Period” shall mean 2 or 5 consecutive Trading Days, as notified by the Company to the Investor in the
applicable Advance Notice, commencing on the Trading Day immediately following the Advance Notice Date.


 


Section 1.38       
“Principal Market” shall mean the New York Stock Exchange.


 


Section 1.39       
“Purchase Price” shall mean the price per Share obtained by multiplying the Market Price by (1) 95% if the applicable
Advance Notice specifies a Pricing Period of 2 consecutive Trading Days or by (2) 96% if the applicable Advance Notice specifies a Pricing
Period of 5 consecutive Trading Days.


 






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Section 1.40       “Registrable
Securities” shall mean (i) the Shares, and (ii) any securities issued or issuable with respect to any of the foregoing by way
of exchange, stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or
other reorganization or otherwise.


 


Section 1.41       
“Registration Limitation” shall have the meaning set forth in Section 2.01(c)(ii).


 


Section 1.42       
“Registration Statement” shall mean a registration statement on Form S-11 or Form S-3 or on such other form
promulgated by the SEC for which the Company then qualifies and which counsel for the Company shall deem appropriate, and which form shall
be available for the registration of the resale by the Investor of the Registrable Securities under the Securities Act.


 


Section 1.43       
“Regulation D” shall mean the provisions of Regulation D promulgated under the Securities Act.


 


Section 1.44       
“Sanctions” means any sanctions administered or enforced by OFAC, the U.S. State Department, the United Nations
Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority.


 


Section 1.45       
“Sanctions Programs” means any OFAC economic sanction program (including, without limitation, programs related
to Crimea, Cuba, Iran, North Korea, Sudan and Syria).


 


Section 1.46       
“SEC” shall mean the U.S. Securities and Exchange Commission.


 


Section 1.47       
“SEC Documents” shall have the meaning set forth in Section 4.04.


 


Section 1.48       
“Securities Act” shall have the meaning set forth in the recitals of this Agreement.


 


Section 1.49       
“Settlement Document” shall have the meaning set forth in Section 2.02(a).


 


Section 1.50       
“Shares” shall mean the Common Shares to be issued from time to time hereunder pursuant to Advances.


 


Section 1.51       
“Subsidiaries” shall have the meaning set forth in Section 4.01.


 


Section 1.52       
“Trading Day” shall mean any day during which the Principal Market shall be open for business.


 


Section 1.53       
“Transaction Documents” shall have the meaning set forth in Section 4.02.


 


Section 1.54       
“VWAP” means, for any Trading Day, the daily volume weighted average price of the Common Shares for such Trading
Day on the Principal Market as reported by Bloomberg L.P. during regular trading hours.


 






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Article II.


Advances


 


Section 2.01       
Advances; Mechanics. Subject to the terms and conditions of this Agreement (including, without limitation, the provisions
of Article VII hereof), the Company, at its sole and exclusive option, may issue and sell to the Investor, and the Investor shall purchase
from the Company, Common Shares on the following terms:


 


		(a)	Advance Notice. At any time during the Commitment Period the Company may require the Investor to
purchase Shares by delivering an Advance Notice to the Investor, subject to the conditions set forth in Section 7.01, and in accordance
with the following provisions:



 


		(i)	The Company shall, in its sole discretion, select the Advance Shares, not to exceed the Maximum Advance
Shares, it desires to issue and sell to the Investor in each Advance Notice and the time it desires to deliver each Advance Notice.



 


		(ii)	There shall be no mandatory minimum Advances and no non-usages fee for not utilizing the Commitment Amount
or any part thereof.



 


		(b)	Date of Delivery of Advance Notice.
                                            Advance Notices shall be delivered in accordance with the instructions set forth on the bottom
                                            of Exhibit A. An Advance Notice shall be deemed delivered on (i) the day it is received by
                                            the Investor if such notice is received by email prior to 6:00 p.m. Eastern Time in
                                            accordance with the instructions set forth on the bottom of Exhibit A, or (ii) the
                                            immediately succeeding day if it is received by email after 6:00 p.m. Eastern Time, in each
                                            case in accordance with the instructions set forth
                                            on the bottom of Exhibit A.



 


		(c)	Advance Limitations. Regardless of the number of Advance Shares requested by the Company in the
Advance Notice, the final number of Shares to be issued and sold pursuant to an Advance Notice shall be reduced in accordance with each
of the following limitations:



 


		(i)	Ownership Limitation; Commitment Amount. In no event shall the number of Common Shares issuable
to the Investor pursuant to an Advance cause the aggregate number of Common Shares beneficially owned (as calculated pursuant to Section
13(d) of the Exchange Act) by the Investor and its affiliates as a result of previous issuances and sales of Common Shares to Investor
under this Agreement to exceed 4.99% of the then outstanding Common Shares (the “Ownership Limitation”). In connection
with each Advance Notice delivered by the Company, any portion of the Advance Shares that would (i) cause the Investor to exceed the Ownership
Limitation or (ii) cause the aggregate number of Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall
automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified
to reduce the number of Advance Shares requested by an amount equal to such withdrawn portion; provided that in the event
of any such automatic withdrawal and automatic modification, Investor will promptly notify the Company of such event.



 









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		(ii)	Registration Limitation. In no event shall an Advance exceed the amount registered under the Registration
Statement then in effect (the “Registration Limitation”). In connection with each Advance Notice, any portion of an
Advance that would exceed the Registration Limitation shall automatically be withdrawn with no further action required by the Company
and such Advance Notice shall be deemed automatically modified to reduce the aggregate amount of the requested Advance by an amount equal
to such withdrawn portion in respect of each Advance Notice; provided that in the event of any such automatic withdrawal and automatic
modification, Investor will promptly notify the Company of such event.



 


		(d)	Minimum Acceptable Price.



 


		(i)	With respect to each Advance Notice, the Company may notify the Investor of the MAP with respect to such
Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection
with such Advance. Each Trading Day during a Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of
the Common Shares is below the Minimum Acceptable Price in effect with respect to such Advance Notice, or (B) there is no VWAP (each such
day, an “Excluded Day”), shall result in an automatic reduction to the amount of the Advance Shares set forth in such
Advance Notice by (y) 50% if the applicable Advance Notice specifies a Pricing Period of 2 consecutive Trading Days or by (z) 20% if the
applicable Advance Notice specifies a Pricing Period of 5 consecutive Trading Days (the resulting amount of each Advance being the “Adjusted
Advance Shares”), and each Excluded Day shall be excluded from the Pricing Period for purposes of determining the Market.



 


		(ii)	The total Shares in respect of each Advance (after reductions have been made to arrive at the Adjusted
Advance Shares) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to
the number of Common Shares sold by the Investor on such Excluded Day, if any, and the price paid per share for each Additional Share
shall be equal to the MAP in effect with respect to such Advance Notice (without any further discount), provided that this increase shall
not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section
2.01(c).



 


		(e)	Notwithstanding any other provision in this Agreement, the Company and the Investor acknowledge and agree
that upon the Investor’s receipt of a valid Advance Notice the parties shall be deemed to have entered into an unconditional contract
binding on both parties for the purchase and sale of
Shares pursuant to such Advance Notice in accordance with the terms of this Agreement and subject to Applicable Law and (ii) subject
to Section 3.08 (Trading Activities), the Investor may sell Common Shares of the Company during the Pricing Period.



 









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Section 2.02       
Closings. The closing of each Advance and each sale and purchase of Advance Shares (each, a “Closing”)
shall take place as soon as practicable on or after each Advance Date in accordance with the procedures set forth below. The parties acknowledge
that the Purchase Price is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but
shall be determined on each Closing based on the daily prices of the Common Stock that are the inputs to the determination of the Purchase
Price as set forth further below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations
as set forth below:


 


		(a)	On each Advance Date, the Investor shall deliver to the Company a written document, in the form attached
hereto as Exhibit B (each a “Settlement Document”), setting forth the final number of Shares to be purchased by the
Investor (taking into account any adjustments pursuant to Section 2.01), the Market Price, the Purchase Price, the aggregate proceeds
to be paid by the Investor to the Company, and a report by Bloomberg, L.P. indicating the VWAP for each of the Trading Days during the
Pricing Period (or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the parties), in each case in
accordance with the terms and conditions of this Agreement. The final number of Shares to be purchased by the Investor at the Closing
for such Advance shall equal the sum of (i) the Adjusted Advance Shares which shall be purchased at the Purchase Price, plus (ii)
the aggregate number of Additional Shares elected to be purchased by the Investor on Excluded Days during such Pricing Period (as contemplated
by Section 2.01(d)(ii)) which shall be purchased at the applicable MAP.



 


		(b)	Promptly after receipt of the Settlement Document with respect to each Advance (and, in any event, not
later than one Trading Day after such receipt), the Company will, or will cause its transfer agent to, electronically transfer such number
of Shares to be purchased by the Investor (as set forth in the Settlement Document) by crediting the Investor’s account or its designee’s
account at the Depository Trust Company through its Deposit Withdrawal at Custodian System or by such other means of delivery as may be
mutually agreed upon by the parties hereto, and transmit notification to the Investor that such share transfer has been requested. Promptly
upon receipt of such notification, the Investor shall pay to the Company the aggregate purchase price of the Shares (as set forth in the
Closing Statement) in cash in immediately available funds to an account designated by the Company in writing and transmit notification
to the Company that such funds transfer has been requested. No fractional shares shall be issued, and any fractional amounts shall be
rounded to the next higher whole number of shares. Any certificates evidencing Common Shares delivered pursuant hereto shall be free of
restrictive legends. To facilitate the transfer of the Common Shares by the Investor, the Common Shares will not bear any restrictive
legends so long as there is an effective Registration Statement covering such Common Shares.



 






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		(c)	On or prior to the Advance Date, each of the Company and the Investor shall deliver to the other all documents,
instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect
the transactions contemplated herein.



 


		(d)	Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period (i)
the Company notifies Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period,
the parties agree that the pending Advance shall end and the final number of Shares to be purchased by the Investor at the Closing for
such Advance shall be equal to the number of Common Shares sold by the Investor during the applicable Pricing Period prior to the notification
from the Company of a Material Outside Event or Black Out Period.



 


Section 2.03       
Hardship.


 


		(a)	In the event the Investor sells Common Shares after receipt of an Advance Notice and the Company fails
to perform its obligations as mandated in Section 2.02, the Company agrees that in addition to and in no way limiting the rights and obligations
set forth in Article V hereto and in addition to any other remedy to which the Investor is entitled at law or in equity, including, without
limitation, specific performance, it will hold the Investor harmless against any loss, claim, damage, or expense (including reasonable
legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and acknowledges that irreparable
damage may occur in the event of any such default. It is accordingly agreed that the Investor shall be entitled to an injunction or injunctions
to prevent such breaches of this Agreement and to specifically enforce (subject to the Securities Act and other rules of the Principal
Market), without the posting of a bond or other security, the terms and provisions of this Agreement.



 


		(b)	In the event the Company provides an Advance Notice and the Investor fails to perform its obligations
as mandated in Section 2.02, the Investor agrees that in addition to and in no way limiting the rights and obligations set forth in Article
V hereto and in addition to any other remedy to which the Company is entitled at law or in equity, including, without limitation, specific
performance, it will hold the Company harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses),
as incurred, arising out of or in connection with such default by the Investor and acknowledges that irreparable damage may occur in the
event of any such default. It is accordingly agreed that the Company shall be entitled to an injunction or injunctions to prevent such
breaches of this Agreement and to specifically enforce (subject to the Securities Act and other rules of the Principal Market), without
the posting of a bond or other security, the terms and provisions of this Agreement.



 


Section 2.04       
Completion of Resale Pursuant to the Registration Statement. After the Investor has purchased the full Commitment Amount
and has completed the subsequent resale of the full Commitment Amount pursuant to the Registration Statement, Investor will notify the
Company that all subsequent resales are completed and the Company will be under no further obligation to maintain the effectiveness of
the Registration Statement.


 






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Article III.


Representations and Warranties of Investor


 


Investor hereby represents
and warrants to, and agrees with, the Company that the following are true and correct as of the date hereof and as of each Advance Notice
Date and each Advance Date:


 


Section 3.01       
Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of
the Cayman Islands and has all requisite power and authority to execute, deliver and perform this Agreement, including all transactions
contemplated hereby. The decision to invest and the execution and delivery of this Agreement by the Investor, the performance by the Investor
of its obligations hereunder and the consummation by the Investor of the transactions contemplated hereby have been duly authorized and
require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver this
Agreement and all other instruments on behalf of the Investor or its shareholders. This Agreement has been duly executed and delivered
by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid
and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.


 


Section 3.02       
Evaluation of Risks. The Investor has such knowledge and experience in financial, tax and business matters as to be capable
of evaluating the merits and risks of, and bearing the economic risks entailed by, an investment in the Common Shares of the Company and
of protecting its interests in connection with the transactions contemplated hereby. The Investor acknowledges and agrees that its investment
in the Company involves a high degree of risk, and that the Investor may lose all or a part of its investment.


 


Section 3.03       
No Legal, Investment or Tax Advice from the Company. The Investor acknowledges that it had the opportunity to review this
Agreement and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor
is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of the Company’s
representatives or agents for legal, tax, investment or other advice with respect to the Investor’s acquisition of Common Shares
hereunder, the transactions contemplated by this Agreement or the laws of any jurisdiction, and the Investor acknowledges that the Investor
may lose all or a part of its investment.


 


Section 3.04       
Investment Purpose. The Common Shares purchased by the Investor hereunder are being or will be purchased for its own account,
for investment purposes, and without any view or intention to distribute such shares in violation of the Securities Act or any other applicable
securities laws. The Investor agrees not to assign or in any way transfer the Investor’s rights to the securities or any interest
therein or its obligations under this Agreement and acknowledges that the Company will not recognize any purported assignment or transfer
except in accordance with applicable Federal and state securities laws. No other Person has or will have a direct or indirect beneficial
interest in the securities. The Investor agrees not to sell, hypothecate or otherwise transfer the Investor’s Common Shares unless
the sale of such shares is registered under Federal and applicable state securities laws or unless, in the opinion of counsel satisfactory
to the Company, an exemption from such registration is available.


 






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Section 3.05       
  Accredited Investor. The Investor is an “Accredited Investor” as that term is defined in Rule 501(a)(3) of Regulation
D.


 


Section 3.06       
Information. The Investor and its advisors (and its counsel), if any, have been furnished with all materials relating to
the business, finances and operations of the Company and information the Investor deemed material to making an informed investment decision.
The Investor and its advisors (and its counsel), if any, have been afforded the opportunity to ask questions of the Company and its management
and have received answers to such questions. Neither such inquiries nor any other due diligence investigations conducted by such Investor
or its advisors (and its counsel), if any, or its representatives shall modify, amend or affect the Investor’s right to rely on
the Company’s representations and warranties contained in this Agreement. The Investor acknowledges and agrees that the Company
has not made to the Investor, and the Investor acknowledges and agrees it has not relied upon, any representations and warranties of the
Company, its employees or any third party other than the representations and warranties of the Company contained in this Agreement. The
Investor understands that its investment involves a high degree of risk. The Investor has sought such accounting, legal and tax advice,
as it has considered necessary to make an informed investment decision with respect to the transactions contemplated hereby.


 


Section 3.07       
Not an Affiliate. The Investor is not an officer, director or a person that directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with the Company or any “affiliate” of the
Company (as that term is defined in Rule 405 promulgated under the Securities Act).


 


Section
3.08        Trading
Activities. The Investor’s trading activities with respect to the Common Shares shall
be in compliance with all applicable federal and state securities laws, rules and regulations and the rules and regulations of the Principal
Market. Neither the Investor nor its affiliates has any open short position in the Common Shares, nor
has the Investor entered into any hedging transaction that establishes a net short position with respect to the Common Shares,
and the Investor agrees that it shall not, and that it will cause its affiliates not to, engage in any short sales or hedging
transactions with respect to the Common Shares; provided that the Company acknowledges and agrees that upon receipt of an Advance
Notice the Investor has the right to sell (a) the Shares to be issued to the Investor pursuant to the Advance Notice prior
to receiving such Shares, or (b) other Common Shares sold by the Company to Investor pursuant to this Agreement and which the Company
has continuously held as a long position.


 


Section 3.09       
General Solicitation. Neither the Investor, nor any of its affiliates,
nor any person acting on its or their behalf, has engaged or will engage in any form of general solicitation or general advertising (within
the meaning of Regulation D) in connection with any offer or sale of the Common Shares by the Investor.


 


Article IV. 

Representations
and Warranties of the Company


 


Except as set forth in the
SEC Documents, or in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation
or warranty otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules
or in another Section of the Disclosure Schedules, to the extent that it is reasonably apparent on the face of such disclosure that such
disclosure is applicable to such Section, the Company represents and warrants to the Investor that, as of the date hereof, each Advance
Notice Date and each Advance Date (other than representations and warranties which address
matters only as of a certain date, which shall be true and correct as written as of such certain date), that:


 






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Section 4.01       
Organization and Qualification. Each of the Company and its Subsidiaries (as defined below) is an entity duly organized
and validly existing under the laws of its state of organization or incorporation, and has the requisite power and authority to own its
properties and to carry on its business as now being conducted. Each of the Company and its Subsidiaries is duly qualified to do business
and is in good standing (to the extent applicable) in every jurisdiction in which the nature of the business conducted by it makes such
qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse
Effect. “Subsidiaries” means any Person (as defined below) in which the Company, directly or indirectly, (x) owns any
of the outstanding capital stock or holds any equity or similar interest of such Person or (y) controls or operates all or any part of
the business, operations or administration of such Person, and each of the foregoing, is individually referred to herein as a “Subsidiary.”


 


Section 4.02       
Authorization, Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority
to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Shares in accordance
with the terms hereof and thereof. The execution and delivery by the Company of this Agreement and the other Transaction Documents, and
the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the
Common Shares) have been or (with respect to consummation) will be duly authorized by the Company’s board of directors and no further
consent or authorization will be required by the Company, its board of directors or its shareholders. This Agreement and the other Transaction
Documents to which it is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company and,
assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be)
the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except
as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and
except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents”
means, collectively, this Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto
in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.


 


Section 4.03        No
Conflict. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares) will
not (i) result in a violation of the articles of incorporation or other organizational documents of the Company or its Subsidiaries
(with respect to consummation, as the same may be amended prior to the date on which any of the transactions contemplated hereby are
consummated), (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or
instrument to which the Company or its Subsidiaries is a party, including without limitation the Keystone Agreement, or (iii) result
in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations)
applicable to the Company or its Subsidiaries or by which any property or asset of the Company or its Subsidiaries is bound or
affected except, in the case of clause (ii) or (iii) above, to the extent such violations that would not reasonably be expected to
have a Material Adverse Effect.


 






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Section 4.04       
SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents
required to be filed by it with the SEC pursuant to Section 15(d) of the Exchange Act for the two years preceding the date hereof (or
such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed within two years
preceding the date hereof or amended after the date hereof, or filed after the date hereof, and all exhibits included therein and financial
statements and schedules thereto and documents incorporated by reference therein, and all registration statements filed by the Company
under the Securities Act, being hereinafter referred to as the “SEC Documents”). The Company has made available to
the Investor through the SEC’s website at http://www.sec.gov, true and complete copies of the SEC Documents. As of their respective
dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable,
and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the
time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in
all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto.
Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during
the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case
of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present
in all material respects the financial position of the Company as of the respective dates thereof and the results of its operations and
cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).


 


Section 4.05        Equity
Capitalization. As of the date hereof, the authorized capital of the Company consists of 400,000,000 authorized Common Shares
and 50,000,000 authorized preferred shares. As of the date hereof, (i) 190,475,146 Common Shares are issued and outstanding, (ii)
1,377,407 shares of 8.45% Series D Cumulative Preferred Stock, par value $0.01 per share, are issued and outstanding,
(iii) 1,566,792 shares of 7.375% Series F Cumulative Preferred Stock, par value $0.01 per share, are issued and outstanding, (iv)
2,071,182 shares of 7.375% Series G Cumulative Preferred Stock, par value $0.01 per share, are issued and outstanding, (v) 1,534,144
shares of 7.50% Series H Cumulative Preferred Stock, par value $0.01 per share, are issued and outstanding, and (vi) 1,513,244
shares of 7.50% Series I Cumulative Preferred Stock, par value $0.01 per share, are issued and outstanding.


 


Section 4.06       
Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all material
trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses,
approvals, governmental authorizations, trade secrets and rights, if any, necessary to conduct their respective businesses as now conducted,
except as would not cause a Material Adverse Effect. The Company and its Subsidiaries have not received written notice of any infringement
by the Company or its Subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service
names, service marks, service mark registrations, or trade secrets, except as would not cause a Material Adverse Effect. To the knowledge
of the Company, there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened
against the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service
names, service marks, service mark registrations, trade secret or other infringement; and, except as would not cause a Material Adverse
Effect, the Company is not aware of any facts or circumstances which might give rise to any of the foregoing.


 


Section 4.07       
Employee Relations. Neither the Company nor any of its Subsidiaries is involved in any labor dispute nor, to the knowledge
of the Company or any of its Subsidiaries, is any such dispute threatened, in each case which is reasonably likely to cause a Material
Adverse Effect.


 






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Section 4.08       
Environmental Laws. The Company and its Subsidiaries (i) have not received written notice alleging any failure to comply
in all material respects with all Environmental Laws (as defined below), (ii) have received all permits, licenses or other approvals required
of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received written notice alleging
any failure to comply with all terms and conditions of any such permit, license or approval where, in each of the foregoing clauses (i),
(ii) and (iii), the failure to so comply would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.
The term “Environmental Laws” means all applicable federal, state and local laws relating to pollution or protection
of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface
strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants,
contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment,
or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous
Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice
letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.


 


Section 4.09        Title.
Except as would not cause a Material Adverse Effect, the Company (or its Subsidiaries) have indefeasible fee simple or leasehold
title to its properties and material assets owned by it, free and clear of any pledge, lien, security interest, encumbrance, claim
or equitable interest other than such as are not material to the business of the Company. Any real property and facilities held
under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions
as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and
its Subsidiaries.


 


Section 4.10       
Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against
such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which
the Company and its Subsidiaries are engaged. The Company has no reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business
at a cost that would not have a Material Adverse Effect.


 


Section 4.11       
Regulatory Permits. Except as would not cause a Material Adverse Effect, the Company and its Subsidiaries possess all material
certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to own their
respective businesses, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the
revocation or modification of any such certificate, authorization or permits.


 


Section 4.12       
Internal Accounting Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and
to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization
and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is
taken with respect to any differences.


 


Section 4.13       
Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending against or affecting the Company, the Common Shares or any of the Company’s
Subsidiaries, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect.


 


Section 4.14       
Subsidiaries. The Company does not presently own or control, directly or indirectly, any interest in any other corporation,
partnership, association or other business entity.


 






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Section 4.15        Tax
Status. Each of the Company and its Subsidiaries (i) has timely made or filed all foreign, federal and state income and all
other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes and
other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and
declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the
payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. The Company has not
received written notification any unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction,
and the officers of the Company and its Subsidiaries know of no basis for any such claim where failure to pay would cause a Material
Adverse Effect.


 


Section 4.16       
Certain Transactions. Except as not required to be disclosed pursuant to Applicable Law, none of the officers or directors
of the Company is presently a party to any transaction with the Company (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real
or personal property to or from, or otherwise requiring payments to or from any officer or director, or to the knowledge of the Company,
any corporation, partnership, trust or other entity in which any officer or director has a substantial interest or is an officer, director,
trustee or partner.


 


Section 4.17       
Rights of First Refusal. The Company is not obligated to offer the Common Shares offered hereunder on a right of first refusal
basis or otherwise to any third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers,
agents or other third parties.


 


Section 4.18       
Dilution. The Company is aware and acknowledges that issuance of Common Shares hereunder could cause dilution to existing
shareholders and could significantly increase the outstanding number of Common Shares.


 


Section 4.19       
Acknowledgment Regarding Investor’s Purchase of Shares. The Company acknowledges and agrees that the Investor is acting
solely in the capacity of an arm’s length investor with respect to this Agreement and the transactions contemplated hereunder. The
Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity)
with respect to this Agreement and the transactions contemplated hereunder and any advice given by the Investor or any of its representatives
or agents in connection with this Agreement and the transactions contemplated hereunder is merely incidental to the Investor’s purchase
of the Shares hereunder. The Company is aware and acknowledges that it shall not be able to request Advances under this Agreement if the
Registration Statement is not effective or if any issuances of Common Shares pursuant to any Advances would violate any rules of the Principal
Market.


 


Section 4.20       
Sanctions Matters. Neither the Company, nor any Subsidiary of the Company, nor, to the Company’s knowledge, any director,
officer, agent, employee or affiliate of the Company or any Subsidiary of the Company, is a Person that is, or is owned or controlled
by a Person that is:


 


		(a)	on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC from time to time;



 


		(b)	the subject of any Sanctions; or



 


		(c)	has a place of business in, or is operating, organized, resident or doing business in a country or territory
that is, or whose government is, the subject of Sanctions Programs (including without limitation Crimea, Cuba, Iran, North Korea, Sudan
and Syria).



 






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Article V.


Indemnification


 


The Investor and the Company
represent to the other the following with respect to itself:


 


Section 5.01       
Indemnification by the Company. In consideration of the Investor’s execution and delivery of this Agreement, and in
addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless
the Investor, and all of its officers, directors, partners, employees and agents (including, without limitation, those retained in connection
with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act (collectively, the “Investor Indemnitees”) from and against any and
all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable and documented expenses
in connection therewith (irrespective of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder
is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred
by the Investor Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any
amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon
the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein
not misleading; provided, however, that the Company will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Investor
specifically for inclusion therein; (b) any material misrepresentation or breach of any material representation or material warranty made
by the Company in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; or (c) any material
breach of any material covenant, material agreement or material obligation of the Company contained in this Agreement or any other certificate,
instrument or document contemplated hereby or thereby. To the extent that the foregoing undertaking by the Company may be unenforceable
under Applicable Law, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities,
which is permissible under Applicable Law.


 


Section 5.02        Indemnification
by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the
Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company
and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection
with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against
any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or
relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the
registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment
thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the
Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the
Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case
to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished
to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any
representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby
executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor(s) contained in this Agreement
or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the
foregoing undertaking by the Investor may be unenforceable under Applicable Law, the Investor shall make the maximum contribution to
the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Law.


 






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Section 5.03        Notice
of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or
proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company
Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying
party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so
notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is
prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party
so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel
mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be;
provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual
and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be
paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by
such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or
potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel
in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection
with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party
all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The
indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or
any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or
proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably
withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee
or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as
an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release
from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying
party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or
corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be
made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received
and payment therefor is due.


 






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Section
5.04        Remedies.
The remedies provided for in this Article V are not exclusive and shall not limit any right or remedy which may be available to any indemnified
person at law or equity. The obligations of
the parties to indemnify or make contribution under this Article V shall survive expiration
or termination of this Agreement for a period of three years. Notwithstanding anything to the
contrary under this Agreement or Applicable Law, no party shall be entitled to any indemnification pursuant to this Article V (other
than claims for any damages resulting from fraud) until the aggregate amount of all such damages that would otherwise be indemnifiable
to such party equals or exceeds $25,000 (the “Basket”), at which time such party shall be entitled to indemnification
for the full amount of all damages (including all damages incurred prior to exceeding the Basket).


 


Section 5.05       
Limitation of liability. Notwithstanding the foregoing, no party shall be entitled to recover from the other party for punitive,
indirect, incidental or consequential damages.


 


Article VI.

Covenants of the Company


 


Section 6.01       
Registration Statement.


 


		(a)	Filing of a Registration Statement. The Company shall prepare and file with the SEC a Registration
Statement, or multiple Registration Statements for the resale by the Investor of Registrable Securities. The Company in its sole discretion
may chose when to file such Registration Statements; provided, however, that the Company shall not have the ability to request
any Advances until the effectiveness of a Registration Statement.



 


		(b)	Maintaining a Registration Statement. The Company shall maintain the effectiveness of any Registration
Statement that has been declared effective at all times during the Commitment Period, provided, however, that if the Company has received
notification pursuant to Section 2.04 that the Investor has completed resales pursuant to the Registration Statement for the full Commitment
Amount, then the Company shall be under no further obligation to maintain the effectiveness of the Registration Statement. Notwithstanding
anything to the contrary contained in this Agreement, the Company shall ensure that, when filed, each Registration Statement (including,
without limitation, all amendments and supplements thereto) and the prospectus (including, without limitation, all amendments and supplements
thereto) used in connection with such Registration Statement shall not contain any untrue statement of a material fact or omit to state
a material fact required to be stated
therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were
made) not misleading. During the Commitment Period, the Company shall notify the Investor promptly if (i) the Registration Statement shall
cease to be effective under the Securities Act, (ii) the Common Shares shall cease to be authorized for listing on the Principal Market,
(iii) the Common Shares cease to be registered under Section 12(b) or Section 12(g) of the Exchange Act or (iv) the Company fails
to file in a timely manner all reports and other documents required of it as a reporting company under the Exchange Act.



 


		(c)	Filing Procedures. Not less than
                                            one business days prior to the filing of a Registration Statement and not less than one business
                                            day prior to the filing of any related amendments and supplements to any Registration Statements
                                            (except for any amendments or supplements caused by the filing of any annual reports on Form
                                            10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any similar or successor
                                            reports), the Company shall furnish to the Investor copies of all such documents proposed
                                            to be filed, which documents (other than those filed pursuant to Rule 424 promulgated under
                                            the Securities Act) will be subject to the reasonable and prompt review of the Investor.
                                            The Investor shall furnish comments on a Registration Statement and any related amendment
                                            and supplement to a Registration Statement to the Company within 24 hours of the receipt
                                            thereof. If the Investor fails to provide comments
                                            to the Company within such 24-hour period, then the Registration Statement, related amendment
                                            or related supplement, as applicable, shall be deemed accepted by the Investor in the form
                                            originally delivered by the Company to the Investor.



 






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		(d)	Delivery of Final Documents. The Company shall furnish to the Investor without charge, (i) at least
one copy of each Registration Statement as declared effective by the SEC and any amendment(s) thereto, including financial statements
and schedules, all documents incorporated therein by reference, all exhibits and each preliminary prospectus, (ii) at the request of the
Investor, at least one copy of the final prospectus included in such Registration Statement and all amendments and supplements thereto
(or such other number of copies as the Investor may reasonably request) and (iii) such other documents as the Investor may reasonably
request from time to time in order to facilitate the disposition of the Common Shares owned by the Investor pursuant to a Registration
Statement. Filing of the forgoing with the SEC via its EDGAR system shall satisfy the requirements of this section.



 


		(e)	Amendments and Other Filings. The Company shall (i) prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to a Registration Statement and the related prospectus used in connection with such Registration
Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such
Registration Statement effective at all times during the Commitment Period, and prepare and file with the SEC such additional Registration
Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related prospectus
to be amended or supplemented by any required prospectus supplement (subject
to the terms of this Agreement), and as so supplemented or amended to be filed pursuant to Rule 424 promulgated under the Securities Act;
(iii) provide the Investor copies of all correspondence from and to the SEC relating to a Registration Statement (provided that the Company
may excise any information contained therein which would constitute material non-public information, and (iv) comply with the provisions
of the Securities Act with respect to the disposition of all Common Shares of the Company covered by such Registration Statement until
such time as all of such Common Shares shall have been disposed of in accordance with the intended methods of disposition by the seller
or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement
which are required to be filed pursuant to this Agreement (including pursuant to this Section 6.01(e)) by reason of the
Company’s filing a report on Form 10-K, Form 10-Q, or Form 8-K or any analogous report under the Exchange Act, the Company shall
file such report in a Prospectus Supplement filed pursuant to Rule 424 promulgated under the Securities Act to incorporate such filing
into the Registration Statement, if applicable, or shall file such amendments or supplements with the SEC either on the day on which the
Exchange Act report is filed which created the requirement for the Company to amend or supplement the Registration Statement, if feasible,
or otherwise promptly thereafter.



 


		(f)	Blue-Sky. The Company shall use its commercially reasonable efforts to, if required by Applicable
Law, (i) register and qualify the Common Shares covered by a Registration Statement under such other securities or “blue sky”
laws of such jurisdictions in the United States as the Investor reasonably requests, (ii) prepare and file in those jurisdictions,
such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to
maintain the effectiveness thereof during the Commitment Period, (iii) take such other actions as may be necessary to maintain such registrations
and qualifications in effect at all times during the Commitment Period, and (iv) take all other actions reasonably necessary or advisable
to qualify the Common Shares for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith
or as a condition thereto to (w) make any change to its Articles of Incorporation or Bylaws, (x) qualify to do business in any jurisdiction
where it would not otherwise be required to qualify but for this Section 6.01(f), (y) subject itself to general taxation in any such jurisdiction,
or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify the Investor of the receipt
by the Company of any notification with respect to the suspension of the registration or qualification of any of the Common Shares for
sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the
initiation or threat of any proceeding for such purpose.



 






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Section 6.02       Suspension of Registration Statement.


 


		(a)	Establishment of a Black Out Period. During the Commitment Period, the Company from time to
                                                                time may suspend the use of the Registration Statement by written notice to the Investor in the event that the Company determines in
                                                                its sole discretion in good faith that such suspension is necessary to (A) delay the disclosure of material nonpublic information concerning the Company, the disclosure
of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement
the Registration Statement or prospectus so that such Registration Statement or prospectus shall not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading (a “Black Out Period”).



 


		(b)	No Sales by Investor During the Black Out Period. During such Black Out Period, the Investor agrees
not to sell any Common Shares of the Company.



 


		(c)	Limitations on the Black Out Period. The Company shall not impose any Black Out Period that is
longer than 45 days or in a manner that is more restrictive (including, without limitation, as to duration) than the comparable restrictions
that the Company may impose on transfers of the Company’s equity securities by its directors and senior executive officers. In addition,
the Company shall not deliver any Advance Notice during any Black Out Period. If the public announcement of such material, nonpublic information
is made during a Black Out Period, the Black Out Period shall terminate immediately after such announcement, and the Company shall immediately
notify the Investor of the termination of the Black Out Period.



 


Section 6.03       Listing
of Common Shares. As of each Advance Date, the Shares to be sold by the Company from time to time hereunder will have been registered
under Section 12(b) of the Exchange Act and approved for listing on the Principal Market, subject to official notice of issuance.


 


Section 6.04       Opinion of Counsel. Prior to the date of the delivery by the Company of the first Advance Notice, the Investor shall have
received an opinion letter from counsel to the Company in form and substance reasonably satisfactory to the Investor.


 


Section 6.05       Exchange
Act Registration. The Company will file in a timely manner all reports and other documents required of it as a reporting company
under the Exchange Act and will not take any action or file any document (whether or not permitted by Exchange Act or the rules thereunder)
to terminate or suspend its reporting and filing obligations under the Exchange Act.


 


Section 6.06       Transfer
Agent Instructions. For any time while there is a Registration Statement in effect for this transaction, the Company shall (if required
by the transfer agent for the Common Shares) cause legal counsel for the Company to deliver to the transfer agent for the Common Shares
(with a copy to the Investor) instructions to issue Common Shares to the Investor free of restrictive legends upon each Advance if the
delivery of such instructions are consistent with Applicable Law.


 


Section 6.07       Corporate Existence. The Company will use commercially reasonable efforts to preserve and continue the corporate existence
of the Company during the Commitment Period.


 






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Section 6.08       Notice
of Certain Events Affecting Registration; Suspension of Right to Make an Advance. The Company will promptly notify the Investor,
and confirm in writing, upon its becoming aware of the occurrence of any of the following events in respect of a Registration Statement
or related prospectus relating to an offering of Common Shares (in each of which cases the information provided to Investor will be kept
strictly confidential): (i) except for requests made in connection with SEC investigations disclosed in the SEC Documents, receipt of
any request for additional information by the SEC or any other Federal or state governmental authority during the period of effectiveness
of the Registration Statement or any request for amendments or supplements to the Registration Statement or related prospectus; (ii)
the issuance by the SEC or any other Federal governmental authority of any stop order suspending the effectiveness of the Registration
Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of
the qualification or exemption from qualification of any of the Common Shares for sale in any jurisdiction or the initiation or written
threat of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in the Registration Statement
or related prospectus of any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or
that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of the Registration
Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading, or of the necessity to amend the Registration Statement
or supplement a related prospectus to comply with the Securities Act or any other law; and (v) the Company’s reasonable determination
that a post-effective amendment to the Registration Statement would be appropriate; and the Company will promptly make available to the
Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Advance Notice,
and the Company shall not sell any Shares pursuant to a Registration Statement (other than as required pursuant to Section 2.02(d)),
during the continuation of any of the foregoing events (each of the events described in the immediately preceding clauses (i) through
(v), inclusive, a “Material Outside Event”).


 


Section 6.09       Consolidation. If an Advance Notice has been delivered to the Investor, then the Company shall not effect any consolidation
of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity before the transaction
contemplated in such Advance Notice has been closed in accordance with Section 2.02 hereof, and all Shares in connection with such Advance
have been received by the Investor.


 


Section 6.10       Issuance of the Company’s Common Stock. The issuance and sale of the Common Shares hereunder shall be made in accordance
with the provisions and requirements of Section 4(a)(2) of the Securities Act and any applicable state securities law.


 


Section 6.11       Market Activities. The Company will not, directly or indirectly, take any action designed to cause or result in, or that
constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company
under Regulation M of the Exchange Act.


 


Section 6.12       Expenses.
The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses
incident to the performance of its obligations hereunder, including but not limited to (i) the preparation, printing and filing of the
Registration Statement and each amendment and supplement thereto, of each prospectus and of each amendment and supplement thereto; (ii)
the preparation, issuance and delivery of any Shares issued pursuant to this Agreement, (iii) all fees and disbursements of the Company’s
counsel, accountants and other advisors (but not, for the avoidance doubt, the fees and disbursements of Investor’s counsel, accountants
and other advisors), (iv) the qualification of the Shares under securities laws in accordance with the provisions of this Agreement,
including filing fees in connection therewith, (v) the printing and delivery of copies of any prospectus and any amendments or supplements
thereto, (vi) the fees and expenses incurred in connection with the listing or qualification of the Shares for trading on the Principal
Market, or (vii) filing fees of the SEC and the Principal Market.


 






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Section 6.13       Current
Report. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers,
directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of
its Subsidiaries without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s
sole discretion); it being understood that the mere notification of Investor required pursuant to Section 6.08(iv) hereof shall not in
and of itself be deemed to be material non-public information. Notwithstanding anything contained in this Agreement to the contrary,
the Company expressly agrees that it shall publicly disclose, no later than four 45 days following the date hereof, but in any event
prior to delivering the first Advance Notice hereunder, any information communicated to the Investor by or, to the knowledge of the Company,
on behalf of the Company in connection with the transactions contemplated herein, which, following the date hereof would, if not so disclosed,
constitute material, non-public information regarding the Company or its Subsidiaries.


 


Section 6.14       Advance
Notice Limitation. The Company shall not deliver an Advance Notice if a shareholder meeting or corporate action date, or the record
date for any shareholder meeting or any corporate action, would fall during the period beginning two Trading Days prior to the date of
delivery of such Advance Notice and ending two Trading Days following the Closing of such Advance.


 


Section 6.15       Use of Proceeds. The Company will use the proceeds from the sale of the Common Shares hereunder for working capital and
other general corporate purposes or, if different, in a manner consistent with the application thereof described in the Registration Statement.
Neither the Company nor any Subsidiary will, directly or indirectly, use the proceeds of the transactions contemplated herein, or lend,
contribute, facilitate or otherwise make available such proceeds to any Person (i) to fund, either directly or indirectly, any activities
or business of or with any Person that is identified on the list of Specially Designated Nationals and Blocker Persons maintained by OFAC,
or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions or Sanctions Programs,
or (ii) in any other manner that will result in a violation of Sanctions.


 


Section 6.16       
Compliance with Laws. The Company shall comply in all material respects with all Applicable Laws.


 


Section 6.17       No
Keystone Utilization. The Company shall not provide any Fixed Purchase Notices, VWAP Purchases Notices and Additional VWAP Purchase
Notices (each as defined in the Keystone Agreement) to Keystone or otherwise utilize the Keystone Agreement or any future equity line
agreement with Keystone or any other party during the period beginning 5 Trading Days immediately prior to the date of delivery of an
Advance Notice hereunder and expiring 5 Trading Days following the Closing of such Advance.


 






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Article VII.

Conditions for Delivery of Advance Notice


 


Section 7.01       Conditions
Precedent to the Right of the Company to Deliver an Advance Notice. The right of the Company to deliver an Advance Notice and the
obligations of the Investor hereunder with respect to an Advance is subject to the satisfaction by the Company, on each Advance Notice
Date (a “Condition Satisfaction Date”), of each of the following conditions:


 


		(a)	Accuracy of the Company’s Representations and Warranties. The representations and warranties
of the Company in this Agreement shall be true and correct in all material respects.



 


		(b)	Registration of the Common Shares with the SEC. There is an effective Registration Statement pursuant
to which the Investor is permitted to utilize the prospectus thereunder to resell all of the Common Shares issuable pursuant to such Advance
Notice. The Company shall have filed with the SEC in a timely manner all reports, notices and other documents required under the Exchange
Act and applicable SEC regulations during the twelve-month period immediately preceding the applicable Condition Satisfaction Date.



 


		(c)	Authority. The Company shall have obtained all permits and qualifications required by any applicable
state for the offer and sale of all the Common Shares issuable pursuant to such Advance Notice, or shall have the availability of exemptions
therefrom. The sale and issuance of such Common Shares shall be legally permitted by all laws and regulations to which the Company is
subject.



 


		(d)	No Material Outside Event. No Material Outside Event shall have occurred and be continuing.



 


		(e)	Performance by the Company. The Company shall have performed, satisfied and complied in all material
respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company
at or prior the applicable Condition Satisfaction Date.



 


		(f)	No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits or
directly, materially and adversely affects any of the transactions contemplated by this Agreement.



 






    - 22 -


     


    

 


		(g)	No Suspension of Trading in or Delisting of Common Shares. The Common Shares are quoted trading
on the Principal Market and all of the Shares issuable pursuant to such Advance Notice will be listed or quoted for trading on the Principal
Market. The issuance of Common Shares with respect to the applicable Advance Notice will not violate the shareholder approval requirements
of the Principal Market. The Company shall not have received any written notice threatening the continued quotation of the Common Shares
on the Principal Market.



 


		(h)	Authorized. There shall be a sufficient number of authorized but unissued and otherwise unreserved
Common Shares for the issuance of all of the Shares issuable pursuant to such Advance Notice.



 


		(i)	Executed Advance Notice. The representations contained in the applicable Advance Notice shall be
true and correct in all material respects as of the applicable Condition Satisfaction Date.



 


		(j)	Consecutive Advance Notices. Except with respect to the first Advance Notice, the Company shall
have delivered all Shares relating to all prior Advances, and at least 5 Trading Days shall have elapsed from the immediately preceding
Advance Date.



 


Article VIII.

Non-Disclosure of Non-Public Information


 


The Company covenants and agrees that, other than
as expressly required by Section 6.08 hereof, it shall refrain from disclosing, and shall cause its officers, directors, employees and
agents to refrain from disclosing, any material non-public information (as determined under the Securities Act, the Exchange Act, or the
rules and regulations of the SEC) to the Investor without also disseminating such information to the public, unless prior to disclosure
of such information the Company identifies such information as being material non-public information and provides the Investor with the
opportunity to accept or refuse to accept such material non-public information for review. Unless specifically agreed to in writing, in
no event shall the Investor have a duty of confidentially, or be deemed to have agreed to maintain information in confidence, with respect
to the delivery of any Advance Notices.


 


Article IX.

Non Exclusive Agreement


 


Notwithstanding anything contained
herein, this Agreement and the rights awarded to the Investor hereunder are non-exclusive, and, subject to the provisions in Section 6.17,
the Company may, at any time throughout the term of this Agreement and thereafter, issue and allot, or undertake to issue and allot, any
shares and/or securities and/or convertible notes, bonds, debentures, options to acquire shares or other securities and/or other facilities
which may be converted into or replaced by Common Shares or other securities of the Company, and to extend, renew and/or recycle any bonds
and/or debentures, and/or grant any rights with respect to its existing and/or future share capital.


 






    - 23 -


     


    

 



 


Article X.


Choice of Law/Jurisdiction


 


This Agreement shall be governed
by and interpreted in accordance with the laws of the State of New York without regard to the principles of conflict of laws. The parties
further agree that any action between them shall be heard in New York County, New York, and expressly consent to the jurisdiction and
venue of the Supreme Court of New York, sitting in New York County, New York and the United States District Court of the Southern District
of New York, sitting in New York, New York, for the adjudication of any civil action asserted pursuant to this Agreement.


 


Article XI. 

Assignment;
Termination


 


Section 11.01   
Assignment. Neither this Agreement nor any rights or obligations of the parties hereto may be assigned to any other Person.


 


Section 11.02   
Termination.


 


		(a)	Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically on the earliest
of (i) the first day of the month next following the 36-month anniversary of the date hereof or (ii) the date on which the Investor
shall have made payment of Advances pursuant to this Agreement for Common Shares equal to the Commitment Amount.



 


		(b)	The Company may terminate this Agreement effective upon fifteen Trading Days’ prior written notice
to the Investor; provided that (i) there are no outstanding Advance Notices, the Common Shares under which have yet to be issued, and
(ii) the Company has paid all amounts owed to the Investor pursuant to this Agreement. This Agreement may be terminated at any time by
the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written
consent.



 


		(c)	Nothing in this Section 11.02 shall be deemed to release the Company or the Investor from any liability
for any breach under this Agreement, or to impair the rights of the Company and the Investor to compel specific performance by the other
party of its obligations under this Agreement. The indemnification provisions contained in Article V shall survive termination hereunder.



 


Article XII. 

Notices


 


Other than with respect
to Advance Notices, which must be in writing and will be deemed delivered on the day set forth in Section 2.01(b), any notices,
consents, waivers, or other communications required or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile or
e-mail if sent on a Trading Day, or, if not sent on a Trading Day, on the immediately following Trading Day; (iii) 5 days after
being sent by U.S. certified mail, return receipt requested, (iv) 1 day after deposit with a nationally recognized overnight
delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such
communications (except for Advance Notices which shall be delivered in accordance with Exhibit A hereof) shall be:


 






    - 24 -


     


    

 


	If to the Company, to:	
    Ashford Hospitality Trust, Inc.

    14185 Dallas Parkway, Suite 1200

    Dallas, TX 75254

	 	Attention: Deric Eubanks
	 	
    Telephone: (972) 490-9600

    Email: deubanks@ashfordinc.com

     

	
     

    With a copy to (which shall not

    constitute notice or delivery of process) to:
	 
	 	
    Cadwalader, Wickersham & Taft LLP

    200 Liberty Street

    New York, NY 10281

    Attention:  Gregory P. Patti, Jr.

    Telephone: (212) 504-6780

    Email: greg.patti@cwt.com

	 	
     

     

	If to the Investor(s):	YA II PN, Ltd.
	 	1012 Springfield Avenue
	 	Mountainside, NJ 07092
	 	Attention:	Mark Angelo
	 	 	Portfolio Manager
	 	Telephone:	(201) 985-8300
	 	Email: mangelo@yorkvilleadvisors.com


 



	 	 
	
    With a Copy (which shall not

    constitute notice or delivery of process) to:
	
    David Fine, Esq.

    1012 Springfield Avenue

    Mountainside, NJ 07092

	 	Telephone:     	(201) 985-8300
	 	Email:	legal@yorkvilleadvisors.com
	 	 


Either may change its information contained in
this Article XII by delivering notice to the other party as set forth herein.


 






    - 25 -


     


    

 


Article XIII.


Miscellaneous


 


Section 13.01   
Counterparts. This Agreement may be executed in identical counterparts, both which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. Facsimile or other
electronically scanned and delivered signatures, including by e-mail attachment, shall be deemed originals for all purposes of this Agreement.


 


Section 13.02   
Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Investor,
the Company, their respective affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement
contains the entire understanding of the parties with respect to the matters covered herein and, except as specifically set forth herein,
neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision
of this Agreement may be waived or amended other than by an instrument in writing signed by the parties to this Agreement.


 


Section 13.03   
Reporting Entity for the Common Shares. The reporting entity relied upon for the determination of the trading price or trading
volume of the Common Shares on any given Trading Day for the purposes of this Agreement shall be Bloomberg, L.P. or any successor thereto.
The written mutual consent of the Investor and the Company shall be required to employ any other reporting entity.


 


Section 13.04   
Structuring and Due Diligence Fee. Each of the parties shall pay its own fees and expenses (including the fees of any
attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated
hereby, except that the Company shall pay to YA Global II SPV, LLC, a subsidiary of the Investor, a structuring fee in the amount of $5,000,
which shall be paid on the earlier of (a) the Closing of the first Advance hereunder, or (b) 30-days from the date hereof.


 


Section 13.05   
Brokerage. Each of the parties hereto represents that it has had no dealings in connection with this transaction with any
finder or broker who will demand payment of any fee or commission from the other party. The Company on the one hand, and the Investor,
on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any person claiming
brokerage commissions or finder’s fees on account of services purported to have been rendered on behalf of the indemnifying party
in connection with this Agreement or the transactions contemplated hereby.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






    - 26 -


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Standby Equity Distribution Agreement to be executed by the undersigned, thereunto duly authorized,
as of the date first set forth above.


 


	 	COMPANY:
	 	Ashford Hospitality Trust,
    Inc.
	 	
	 	By:	/s/ J. Robison Hays, III
	 	 Name: J. Robison Hays, III
	 	Title: President and Chief Executive
Officer



 


	 	INVESTOR:
	 	YA II PN, Ltd.
	 	
	 	By:	Yorkville Advisors Global, LP
	 	 Its:	Investment Manager
	 	 	 
	 	 	By: 	Yorkville Advisors Global II, LLC 
	 	 	Its: 	General Partner



 


	 	  	By:	/s/ Matt Beckman
	 	 	 Name: Matt Beckman
	 	 	Title: Member




   







    - 27 -


     


    

 


EXHIBIT A


ADVANCE NOTICE


 


ASHFORD HOSPITALITY TRUST, INC.


 


	 	Dated: ______________	 	 	Advance Notice Number: ____




 


The
undersigned, _______________________, hereby certifies, with respect to the sale of Common Shares of
ASHFORD HOSPITALITY TRUST, INC. (the “Company”) issuable in connection with this Advance Notice, delivered pursuant
to that certain Standby Equity Distribution Agreement, dated as of June ___, 2021 (the “Agreement”), as follows: 


 


1.       The
undersigned is the duly elected ______________ of the Company.


 


2.       There
are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post-effective
amendment to the Registration Statement.


 


3.        The
Company has performed in all material respects all covenants and agreements to be performed by the Company contained in this Agreement
on or prior to the Advance Notice Date. All conditions to the delivery of this Advance Notice are satisfied as of the date hereof.


 


4.       The
number of Advance Shares the Company is requesting is _____________________.


 


5.       The
Minimum Acceptable Price with respect to this Advance Notice is _________ (if left blank then no Minimum Acceptable Price will be applicable
to this Advance).


 


6.       The
number of Common Shares of the Company outstanding as of the date hereof is ___________.


 


7.        The
Pricing Period shall be [2][5] Trading Days.


 


The undersigned has executed
this Advance Notice as of the date first set forth above.


 


	 	ASHFORD
    HOSPITALITY TRUST, INC.
	 	 
	 	By:	                 



 


Please deliver this Advance Notice by email to:


Email: Trading@yorkvilleadvisors.com


Attention: Trading Department and Compliance Officer

Confirmation Telephone Number: (201) 985-8300.


 






    


     


    

 


EXHIBIT B


FORM OF SETTLEMENT DOCUMENT


VIA EMAIL


 


ASHFORD HOSPITALITY TRUST, INC.


Attn: 


Email:


 


	 	Below please find the settlement information with respect to the Advance Notice Date of:	 
	1.	Number of Advance Shares requested in the Advance Notice	 
	2.	Minimum Acceptable Price for this Advance (if any)	 
	3.	Number of Excluded Days (if any)	 
	4.	Adjusted Advance Shares (after taking into account any adjustments pursuant to Section 2.01):	 
	5.	Market Price	 
	6.	Purchase Price (Market Price x [95%][96%]) per share	 
	7.	Number of Shares due to Investor	 
	

                                                                                 

                                                                                 If there were any Excluded Days then add the following (see Section 2.01(d)):

                                                                                 

	8.	Number of Additional Shares to be issued to Investor	 
	9.	Additional amount to be paid to the Company by the Investor (Additional Shares in number 8 x Minimum Acceptable Price)	 
	10.	Total Amount to be paid to Company (Purchase Price in number 6 + Additional amount in number 8):	 
	11.	Total Shares to be issued to Investor (Shares due to Investor in number 7 + Additional Shares in number 8):	 



 


Please issue the number of Shares due to the Investor to the account of the Investor as follows:


 


Investor’s
DTC participant #:


 


ACCOUNT NAME:


ACCOUNT NUMBER:


ADDRESS:


CITY:


COUNTRY:


Contact person:


Number and/or email:


 






     


     


    

 





Sincerely, 


 


YA II PN, LTD.


 


	Approved By ASHFORD HOSPITALITY
    TRUST, INC.:	 
	 	 
		 
	Name: