Exhibit
10.1


 


PURCHASE AGREEMENT


 


THIS PURCHASE AGREEMENT
(the “Agreement”), dated as of March 12, 2021, by and among ASHFORD HOSPITALITY TRUST, INC., a Maryland
corporation (the “Company”), ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership
(the “Operating Partnership”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company
(the “Investor”). Capitalized terms used herein and not otherwise defined herein are defined in Section 1
hereof.


 


WHEREAS:


 


Subject to the terms
and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to buy from the
Company, up to twenty million six hundred sixty thousand eight hundred eighty (20,660,880) shares of the Company’s common
stock, $0.01 par value per share (the “Common Stock”). The shares of Common Stock to be purchased hereunder
are referred to herein as the “Purchase Shares.”


 


NOW THEREFORE, in consideration
of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Company and the Investor hereby agree as follows:


 


		1.	CERTAIN DEFINITIONS.



 


For purposes of this
Agreement, the following terms shall have the following meanings:


 


(a)               
“Accelerated Purchase Date” means, with respect to any Accelerated Purchase made pursuant to Section
2(b) hereof or any Additional Accelerated Purchase pursuant to Section 2(c) hereof, the Business Day immediately following
the applicable Regular Purchase Date with respect to the corresponding Regular Purchase referred to in Section 2(b) hereof.


 


(b)               
“Accelerated Purchase Period” means, with respect to an Accelerated Purchase made pursuant to
Section 2(b) hereof, such period of time on the Accelerated Purchase Date beginning at the official open of trading on the
Principal Market, and ending at the earliest of (i) the official close of trading on the Principal Market on such Accelerated Purchase
Date, (ii) such time that the total number (or volume) of shares of Common Stock traded on the Principal Market has exceeded the
quotient of (A) the Accelerated Purchase Share Amount, divided by (B) 0.2, and (iii) such time on the Accelerated Purchase Date
that the Sale Price has fallen below any minimum price threshold set forth in the applicable Purchase Notice by the Company.


 


(c)               
“Accelerated Purchase Share Amount” means, with respect to an Accelerated Purchase made pursuant
to Section 2(b) hereof or an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, the number of
Purchase Shares directed by the Company to be purchased by the Investor in a Purchase Notice, which number of Purchase Shares shall
not exceed the lesser of (i) 300% of the applicable Regular Purchase Share Limit for the corresponding Regular Purchase and (ii)
20% of the total volume of shares of Common Stock traded on the Principal Market during the Accelerated Purchase Period or the
Additional Accelerated Purchase Period, as applicable.


 






     


     


    

 


(d)                “Additional
Accelerated Purchase Period” means, with respect to an Additional Accelerated Purchase pursuant to Section
2(c) hereof, such period of time on the Accelerated Purchase Date beginning at the latest of (i) the end of the
Accelerated Purchase Period for the corresponding Accelerated Purchase made pursuant to Section 2(b) hereof on such
Accelerated Purchase Date, (ii) the end of the Additional Accelerated Purchase Period for the most recently completed prior
Additional Accelerated Purchase pursuant to Section 2(c) hereof on such Accelerated Purchase Date, as applicable, and
(iii) the time at which all Purchase Shares for all prior Purchases, including, those effected on the applicable Accelerated
Purchase Date have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement, and ending at
the earliest of (i) the official close of trading on the Principal Market on the Accelerated Purchase Date, (ii) such time
that the total number (or volume) of shares of Common Stock traded on the Principal Market has exceeded the quotient of (A)
the Accelerated Purchase Share Amount, and (B) 0.3, and (iii) such time that the Sale Price has fallen below any minimum
price threshold set forth in the applicable Purchase Notice by the Company.


 


(e)               
 “Available Amount” means, initially, twenty million six hundred seventy-one thousand two hundred
sixteen (20,660,880) shares, which amount shall be reduced by the Purchase Amount each time the Investor purchases shares of Common
Stock pursuant to Section 2 hereof.


 


(f)                
“Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law for the relief
of debtors.


 


(g)               
 “Business Day” means any day on which the Principal Market is open for trading, including any
day on which the Principal Market is open for trading for a period of time less than the customary time.


 


(h)               
“Closing Sale Price” means, for any security as of any date, the last closing sale price for such
security on the Principal Market as reported by the Principal Market.


 


(i)                
“Code” means the Internal Revenue Code of 1986, as amended, including the regulations and published
interpretations thereunder.


 


(j)                
“Confidential Information” means any information disclosed by either party to the other party,
either directly or indirectly, in writing, orally or by inspection of tangible objects (including, without limitation, documents,
prototypes, samples, plant and equipment), which is designated as “Confidential,” “Proprietary” or some
similar designation. Confidential Information may also include information disclosed to a disclosing party by third parties. Confidential
Information shall not, however, include any information which (i) was publicly known and made generally available in the public
domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after
disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already
in the possession of the receiving party without confidential restriction at the time of disclosure by the disclosing party as
shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving
party from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed
by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents
and other competent evidence in the receiving party’s possession.


 


(k)               
 “DTC” means The Depository Trust Company, or any successor performing substantially the same
function for the Company.


 


(l)                
“DWAC Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely
tradable and transferable and without restriction on resale and (iii) timely credited by the Company to the Investor’s or
its designee’s specified Deposit/Withdrawal at Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer
(FAST) Program, or any similar program hereafter adopted by DTC performing substantially the same function.


 






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(m)             
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.


 


(n)               
 “Floor Price” means $1.00, which shall be adjusted for any reorganization, recapitalization,
non-cash dividend, stock split or other similar transaction and, effective upon the consummation of any of the foregoing, the Floor
Price shall mean the lower of (i) the adjusted price and (ii) $1.00.


 


(o)               
 “Material Adverse Effect” means any material adverse effect on (i) the enforceability of any
Transaction Document, (ii) the results of operations, assets, business or financial condition of the Company and its Subsidiaries,
taken as a whole, other than any material adverse effect that resulted primarily from (A) any change in the United States or foreign
economies or securities or financial markets in general, (B) any change that generally affects the industry in which the Company
and its Subsidiaries operate, (C) any change arising in connection with earthquakes, hostilities, acts of war, sabotage or terrorism
or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military
actions existing as of the date hereof, (D) any action taken by the Investor, its affiliates or its or their successors and assigns
with respect to the transactions contemplated by this Agreement, (E) the effect of any change in applicable laws or accounting
rules, or (F) any change resulting from compliance with terms of this Agreement or the consummation of the transactions contemplated
by this Agreement, or (iii) the Company’s ability to perform in any material respect on a timely basis its obligations under
any Transaction Document to be performed as of the date of determination.


 


(p)               
“Maturity Date” means the first day of the month immediately following the Twenty-Four (24) month
anniversary of the Commencement Date.


 


(q)               
“New Registration Statement” has the meaning set forth in the Registration Rights Agreement.


 


(r)                
“Official Closing Price” of the Common Stock means the official closing price on the Principal
Market as reported to the consolidated tape.


 


(s)                
 “Person” means an individual or entity including but not limited to any limited liability company,
a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency
thereof.


 


(t)                
“Principal Market” means the New York Stock Exchange; provided, however, that in the event the
Company’s Common Stock is ever listed or traded on The Nasdaq Global Select Market, The Nasdaq Global Market, The Nasdaq
Capital Market, the NYSE American, the NYSE Arca, the OTC Bulletin Board, or the OTCQX or OTCQB operated by the OTC Markets Group,
Inc. (or any nationally recognized successor to any of the foregoing), then the “Principal Market” shall mean such
other market or exchange on which the Company’s Common Stock is then listed or traded


 


(u)               
 “Purchase Amount” means, with respect to any Regular Purchase, any Accelerated Purchase, or any
Additional Accelerated Purchase made hereunder, as applicable, the portion of the Available Amount to be purchased by the Investor
pursuant to Section 2 hereof.


 


(v)               
“Purchase Notice” means a notice delivered to the Investor pursuant to Section 2 with respect
to any Regular Purchase, Accelerated Purchase or Additional Accelerated Purchase, respectively.


 


(w)             
 “Registration Rights Agreement” means that certain Registration Rights Agreement, of even date
herewith between the Company and the Investor.


 






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(x)               
 “Registration Statement” has the meaning set forth in the Registration Rights Agreement.


 


(y)               
“Regular Purchase Date” means, with respect to a Regular Purchase made pursuant to Section
2(a) hereof, the Business Day on which the Investor receives, after 4:00 p.m. Eastern time on such Business Day, a Purchase
Notice for such Regular Purchase in accordance with this Agreement; provided that any Business Day that is twenty (20) days or
less before the filing of any post-effective amendment to the Registration Statement or New Registration Statement, and until the
effective date of any such post-effective amendment to the Registration Statement or New Registration Statement, shall not be a
Regular Purchase Date.


 


(z)               
“Regular Purchase Share Limit” means three hundred thousand (300,000) Purchase Shares; provided,
however, that if the Closing Sale Price of the Common Stock is not below $5.00 on the applicable Regular Purchase Date,
the Regular Purchase Share Limit may be increased to up to four hundred thousand (400,000) Purchase Shares, in each case such number
of Purchase Shares and price per share to be adjusted following any reorganization, recapitalization, non-cash dividend, stock
split, reverse stock, split or other similar transaction effected with respect to the Common Stock; provided, that the Investor’s
committed obligation under any single Regular Purchase shall not exceed three million dollars ($3,000,000) unless waived by the
Investor.


 


(aa)            
“Sale Price” means any sale price for the shares of Common Stock on the Principal Market as reported
by the Principal Market.


 


(bb)           
“SEC” means the U.S. Securities and Exchange Commission.


 


(cc)            
 “Securities” means all shares of Common Stock issuable pursuant to this Agreement.


 


(dd)           
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder.


 


(ee)            
“Transaction Documents” means, collectively, this Agreement and the schedules and exhibits hereto,
the Registration Rights Agreement and the schedules and exhibits thereto, and each of the other agreements, documents, certificates
and instruments entered into or furnished by the parties hereto in connection with the transactions contemplated hereby and thereby.


 


(ff)              
“Transfer Agent” means Computershare Trust Company, or such other Person who is then serving as
the transfer agent for the Company in respect of the Common Stock.


 


(gg)           
“VWAP” means in respect of an applicable Accelerated Purchase Date, the volume weighted average
price of the Common Stock on the Principal Market, as reported on the Principal Market or by another reputable source such as Bloomberg,
L.P.


 


		2.	PURCHASE OF COMMON STOCK.



 


Subject to the terms
and conditions set forth in this Agreement, the Company has the right, but not the obligation, to sell to the Investor, in the
Company’s sole and absolute discretion, and the Investor has the obligation to purchase from the Company, Purchase Shares
as follows:


 


(a)                Commencement
of Regular Purchases of Common Stock. Upon the satisfaction of the conditions set forth in Sections 7 and 8
hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement
Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its
delivery to the Investor of a Purchase Notice from time to time on any Regular Purchase Date on which the Closing Sale Price
is not below the Floor Price, to purchase up to the Regular Purchase Share Limit (each such purchase, a “Regular
Purchase”) at ninety-five percent (95%) of the lower of (i) the lowest Sale Price of the Common Stock on the
applicable Regular Purchase Date and (ii) the arithmetic average of the three (3) lowest Closing Sale Prices for the Common
Stock during the ten (10) consecutive Business Days ending on the Business Day immediately preceding such Regular Purchase
Date (the “Purchase Price”) on each Regular Purchase Date (each such purchase, a “Regular
Purchase”).


 






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(b)               
Accelerated Purchases. On any Purchase Date, provided that the Company submitted a Purchase Notice for a Regular
Purchase for a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect on such Regular Purchase
Date, the Closing Sale Price is not below the Floor Price and otherwise subject to the terms and conditions of this Agreement,
the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase
Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount (each
such purchase, an “Accelerated Purchase”) at ninety-five percent (95%) of the lower of (i) the Closing Sale
Price of the Common Stock on such applicable Accelerated Purchase Date and (ii) the VWAP for the Accelerated Purchase Period (the
 “Accelerated Purchase Price”). Within one (1) Business Day after completion of each Accelerated Purchase Date
for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting
forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase.


 


(c)               
Additional Accelerated Purchases.  On any Accelerated Purchase Date, provided that the Company submitted
a Purchase Notice for an Accelerated Purchase and subject to the terms and conditions of this Agreement, the Company shall also
have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time
to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount (each such purchase, an
 “Additional Accelerated Purchase”) at the Accelerated Purchase Price. The Company may deliver Purchase Notices
to the Investor for multiple Additional Accelerated Purchases on an Accelerated Purchase Date subject to the second sentence of
Section 2(g).


 


(d)                Payment
for Purchase Shares. For each Regular Purchase, the Investor shall pay to the Company an amount equal to the Purchase
Amount with respect to such Regular Purchase as full payment for such Purchase Shares via wire transfer of immediately
available funds on the same Business Day that the Investor receives such Purchase Shares, if such Purchase Shares are
received by the Investor before 1:00 p.m., Eastern time, or, if such Purchase Shares are received by the Investor after 1:00
p.m., Eastern time, the next Business Day. For each Accelerated Purchase and each Additional Accelerated Purchase, the
Investor shall pay to the Company an amount equal to the Purchase Amount with respect to such Accelerated Purchase and
Additional Accelerated Purchase, respectively, as full payment for such Purchase Shares via wire transfer of immediately
available funds no later than the second Business Day following the date that the Investor receives such Purchase Shares. If
the Company or the Transfer Agent shall fail for any reason or for no reason to electronically transfer any Purchase Shares
as DWAC Shares with respect to any Regular Purchase, Accelerated Purchase or Additional Accelerated Purchase (as applicable)
within two (2) Business Days following the receipt by the Company of the Purchase Price, Accelerated Purchase Price or
Additional Accelerated Purchase Price, respectively, therefor in compliance with this Section 2(d), and if on or after
such two (2) Business Days the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to
deliver in satisfaction of a sale by the Investor of such Purchase Shares that the Investor anticipated receiving from the
Company in respect of such Regular Purchase, Accelerated Purchase or Additional Accelerated Purchase (as applicable), then
the Company shall, within two (2) Business Days after the Investor’s request, either (i) pay cash to the Investor in an
amount equal to the Investor’s total purchase price (including customary brokerage commissions, if any) for the shares
of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver
such Purchase Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such
Purchase Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over
the total Purchase Amount paid by the Investor pursuant to this Agreement for all of the Purchase Shares to be purchased by
the Investor in connection with such purchases. All payments made under this Agreement shall be made in lawful money of the
United States of America or wire transfer of immediately available funds to such account as the Company may from time to time
designate by written notice in accordance with the provisions of this Agreement.


 






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(e)               
Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in
addition to the limitations set forth in Section 2(f), the Company shall not issue more than 20,660,880 shares (including
the Commitment Shares (as defined below in Section 5(e)) of Common Stock (the “Exchange Cap”) under this
Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless shareholder
approval is obtained to issue in excess of the Exchange Cap. Notwithstanding the foregoing, the Company shall not be required or
permitted to issue, and the Investor shall not be required to purchase, any shares of Common Stock under this Agreement if such
issuance would violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether
to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would
require stockholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share
basis, by the number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by
this Agreement under applicable rules of the Principal Market.


 


(f)                
Beneficial Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement, the
Company shall not issue or sell, and the Investor shall not purchase or acquire, any shares of Common Stock under this Agreement
which, when aggregated with all other shares of Common Stock then beneficially owned by the Investor and its affiliates (as calculated
pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership
by the Investor and its affiliates of more than 4.99% of the then issued and outstanding shares of Common Stock (the “Beneficial
Ownership Limitation”). Upon the written or oral request of the Investor, the Company shall promptly (but not later than
one (1) Business Day) confirm orally or in writing to the Investor the number of shares of Common Stock then outstanding. The Investor
and the Company shall each cooperate in good faith in the determinations required hereby and the application hereof. The Investor’s
written certification to the Company of the applicability of the Beneficial Ownership Limitation, and the resulting effect thereof
hereunder at any time, shall be conclusive with respect to the applicability thereof and such result absent manifest error.


 


(g)               
Excess Share Limitation. If the Company delivers any Purchase Notice for a Purchase Amount in excess of the
limitations contained in this Section 2, such Purchase Notice shall be void ab initio to the extent of the amount
by which the number of Purchase Shares set forth in such Purchase Notice exceeds the number of Purchase Shares which the Company
is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such
excess Purchase Shares in respect of such Purchase Notice; provided, however, that the Investor shall remain obligated
to purchase the number of Purchase Shares which the Company is permitted to include in such Purchase Notice. If the Company delivers
a Purchase Notice, and all Purchase Shares subject to all prior Purchases have not theretofore been received by the Investor as
DWAC Shares in accordance with this Agreement, such Purchase Notice shall not be deemed to have been delivered and the Investor
shall not be required to purchase any Purchase Shares until all Purchase Shares for such prior Purchases have been received by
the Investor as DWAC Shares. If any issuance of Purchase Shares would result in the issuance of a fraction of a share of Common
Stock, the Company shall round such fraction of a share of Common Stock down to the nearest whole share.


 


(h)               
 Adjustments for Shares. Except as specifically stated otherwise, all share-related and dollar-related limitations
contained in this Section 2 shall be adjusted to take into account any reorganization, recapitalization, non-cash dividend,
stock split, reverse stock, split or other similar transaction effected with respect to the Common Stock.


 






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		3.	INVESTOR’S REPRESENTATIONS AND WARRANTIES.



 


The Investor represents
and warrants to the Company and the Operating Partnership that as of the date hereof and as of the Commencement Date:


 


(a)               
Organization, Authority. The Investor is an entity duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, with the requisite power and authority to enter into and to consummate the transactions
contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder.


 


(b)               
Investment Purpose. The Investor is acquiring the Securities as principal for its own account for investment
only and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities
Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the
Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other
Persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state
securities law (this representation and warranty not limiting the Investor’s right to sell the Securities at any time pursuant
to the Registration Statement described herein or otherwise in compliance with applicable federal and state securities laws). The
Investor is acquiring the Securities hereunder in the ordinary course of its business.


 


(c)               
Accredited Investor Status. The Investor is an “accredited investor” as that term is defined in
Rule 501(a)(3) of Regulation D promulgated under the Securities Act.


 


(d)               
Reliance on Exemptions. The Investor understands that the Securities are being offered and sold to it in reliance
on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company
is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements,
acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and
the eligibility of the Investor to acquire the Securities.


 


(e)               
Information. The Investor understands that its investment in the Securities involves a high degree of risk.
The Investor (i) is able to bear the economic risk of an investment in the Securities including a total loss thereof, (ii) has
such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the proposed
investment in the Securities and (iii) has had an opportunity to ask questions of and receive answers from the officers of the
Company concerning the financial condition and business of the Company and other matters related to an investment in the Securities.
Neither such inquiries nor any other due diligence investigations conducted by the Investor or its representatives shall modify,
amend or affect the Investor’s right to rely on the Company’s representations and warranties contained in Section
4 below. The Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment
decision with respect to its acquisition of the Securities and is not relying on any accounting, legal, tax or other advice from
the Company or its officers, employees, representatives or advisors. The Investor acknowledges and agrees that the Company neither
makes nor has made any representations or warranties with respect to the transactions contemplated hereby, and the Investor is
not relying on any representations and warranties, other than those specifically set forth in Section 4 hereof.


 






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(f)                
 No Governmental Review. The Investor understands that no U.S. federal or state agency or any other government
or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability
of an investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(g)               
Transfer or Sale. The Investor understands that (i) the Securities may not be offered for sale, sold, assigned
or transferred unless (A) registered pursuant to the Securities Act or (B) an exemption exists permitting such Securities to be
sold, assigned or transferred without such registration and (ii) any sale of the Securities made in reliance on Rule 144 may be
made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under
circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term
is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations
of the SEC thereunder.


 


(h)               
Validity; Enforcement. This Agreement and the other Transaction Documents have been duly and validly authorized,
executed and delivered on behalf of the Investor and each is a valid and binding agreement of the Investor enforceable against
the Investor in accordance with its terms, subject as to enforceability to general principles of equity and to applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement
of applicable creditors’ rights and remedies.


 


(i)                
Residency. The Investor’s principal place of business is in the State of Illinois.


 


(j)                
No Short Selling. The Investor represents and warrants to the Company that at no time prior to the date of
this Agreement has any of the Investor, its agents, representatives or affiliates engaged in or effected, in any manner whatsoever,
directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange
Act) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.


 


		4.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE OPERATING PARTNERSHIP.



 


Each of the Company
and the Operating Partnership, jointly and severally, represents and warrants to the Investor as of the date hereof and as of Commencement
Date:


 


(a)            Organization
and Qualification. The Company and each subsidiary of the Company, including the Operating Partnership and its
subsidiaries (each, a “Subsidiary” and collectively, the “Subsidiaries”), is an entity
duly incorporated or otherwise organized, validly existing corporation, limited partnership or limited liability company, as
applicable, and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite
corporate or other power and authority to own and use its properties and assets and to carry on its business as currently
conducted.  Each of the Company and its Subsidiaries is duly qualified to conduct business and is in good standing as a
foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by
it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be,
would not reasonably be expected to result in a Material Adverse Effect, and no proceeding has been instituted in any such
jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or
qualification. Except as disclosed in SEC Documents (as defined below in Section 4(h)), no Subsidiary is prohibited or
restricted, directly or indirectly, from paying dividends to the Company, or from making any other distribution with respect
to such Subsidiary’s capital stock or other equity interests or from repaying to the Company or any other Subsidiary
any amounts that may from time to time become due under any loans or advances to such Subsidiary from the Company or such
other Subsidiary, or from transferring any such Subsidiary’s property or assets to the Company or to any other
Subsidiary. Other than as disclosed in the SEC Documents or Schedule 3(a)(1), the Company does not own, directly or
indirectly, any capital stock or other equity securities of any other corporation or any ownership interest in any
partnership, joint venture or other association. Each corporation, association or other entity that is a “significant
subsidiary” (within the meaning of Rule 1-02(w) of Regulation S-X) owned or controlled, directly or indirectly, by the
Company is set forth in the SEC Documents.


 



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(b)               
Authorization; Enforcement; Validity. Each of the Company and the Operating Partnership has the requisite
corporate or other power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction
Documents, and in the case of the Company to issue the Securities in accordance with the terms hereof and thereof. The execution
and delivery of the Transaction Documents by the Company and the Operating Partnership consummation by of the transactions contemplated
hereby and thereby the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been
duly authorized by the Board of Directors of the Company (the “Board of Directors”), and no further consent
or authorization is required by the Company, its Board of Directors, its stockholders or any other Person. This Agreement has been,
and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company and the Operating
Partnership, and this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company and
the Operating Partnership, shall constitute, the valid and binding obligations of the Company and the Operating Partnership enforceable
against the Company and the Operating Partnership in accordance with their terms, except as such enforceability may be limited
by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating
to, or affecting generally, the enforcement of creditors’ rights and remedies. The Board of Directors has approved resolutions
to authorize this Agreement and the transactions contemplated hereby (the “Signing Resolutions”), and the Operating
Partnership has authorized this Agreement and the transactions contemplated hereby (collectively, the “Authorizations”).
The Signing Resolutions and the Authorizations are valid, in full force and effect and have not been modified or supplemented in
any respect. The Company and the Operating Partnership have delivered to the Investor a true and correct copy of the Signing Resolutions
and written evidence of the Authorizations. Except as set forth in this Agreement, no other approvals or consents of any Person
is necessary under applicable laws and the Company’s or the Operating Partnership’s organizational documents, each
as amended and as in effect on the date hereof and/or the Company’s Bylaws, as amended and as in effect on the date hereof
(the “Bylaws”) to authorize the execution and delivery of this Agreement or any of the transactions contemplated
hereby, including, but not limited to, the issuance of the Commitment Shares and the sale of the Purchase Shares.


 


(c)              Capitalization.
As of the date hereof, the authorized capital stock of the Company is set forth in Schedule 4(a)(3) of the Company’s Disclosure
Schedule. Except as disclosed in the SEC Documents or Schedule 4(a)(3) of the Company’s Disclosure Schedule, (i) no shares
of the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances
suffered or permitted by the Company, (ii) there are no outstanding debt securities, (iii) there are no outstanding options, warrants,
convertible or exchangeable securities, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating
to, or securities or rights convertible into, any shares of capital stock of the Company or any of the Subsidiaries, or contracts,
commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional
shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of
the Company or any of its Subsidiaries, (iv) there are no agreements or arrangements under which the Company or any of its Subsidiaries
is obligated to register the sale of any of their securities under the Securities Act (except the Registration Rights Agreement),
(v) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption
or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of
its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, (vi) there are no securities
or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described
in this Agreement, and (vii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements
or any similar plan or agreement. Except as disclosed in Exhibit A to the Seventh Amended and Restated Agreement of Limited
Partnership of the Operating Partnership (as amended, the “Partnership Agreement”), all of the outstanding
shares of capital stock or partner or member interests of the Subsidiaries are directly or indirectly owned of record and beneficially
by the Company, free and clear of any pledge, lien, encumbrance, security interest or other claim, except for security interests
in favor of lenders created pursuant to or in connection with loan documents disclosed in the SEC Documents and property-level
financing.


 






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(d)               Due
Authorization of Partnership Agreement. The Partnership Agreement has been duly and validly authorized, executed and delivered
by or on behalf of the partners of the Operating Partnership and constitutes a valid and binding agreement of the parties thereto,
enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting creditors’ rights generally or by general principles of equity.


 


(e)               
Capitalization of Operating Partnership. (A) Ashford OP Limited Partner, LLC (the “Limited Partner”)
is a holder of the common limited partnership interests in the Operating Partnership (the “Common Units”) representing
a majority limited partner ownership interest in the Operating Partnership and such units of preferred limited partner interest
in the Operating Partnership (the “Preferred Units”) as described in the SEC Documents, (B) Ashford OP
General Partner, LLC (the “General Partner”) is the holder of the sole general partner interest in the Operating
Partnership, and (C) the Company owns a 100% member interest in the General Partner and in the Limited Partner, in each case
free and clear of any pledge, lien, encumbrance, security interest or other claim, except for security interests in favor of lenders
created pursuant to or in connection with loan documents disclosed in the SEC Documents. The Common Units to be issued by the Operating
Partnership to the Company in connection with the contribution of the Available Amount from the sale of the Securities from time
to time pursuant to this Agreement have been duly authorized and, when issued and delivered by the Operating Partnership in accordance
with the Partnership Agreement against payment therefor of the consideration set forth therein, will be validly issued and non-assessable
(except to the extent set forth in Section 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act).
The holders of outstanding Common Units are not entitled pursuant to the Delaware Revised Uniform Limited Partnership Act or the
Partnership Agreement to preemptive or other rights to subscribe for the Securities or the Common Units to be issued by the Operating
Partnership to the Company in connection with the contribution of the net proceeds from the sale of the Securities to the Investor
from time to time pursuant to this Agreement.


 


(f)                
Issuance of Securities. Upon issuance and payment therefor in accordance with the terms and conditions of
this Agreement, the Securities shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions,
rights of first refusal and preemptive rights with respect to the issue thereof, with the holders being entitled to all rights
accorded to a holder of Common Stock. The full Available Amount and the Commitment Shares (subject to adjustment for any reorganization,
recapitalization, non-cash dividend, stock split or other similar transaction) have been duly authorized and reserved as Purchase
Shares.


 






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(g)                No
Conflicts; No Defaults. The execution, delivery and performance of the Transaction Documents by the Company and the
Operating Partnership and the consummation by the Company and the Operating Partnership of the transactions contemplated
hereby and thereby (including, without limitation, the reservation for issuance and issuance of the Securities) will not (i)
result in a breach or default under the Company’s or any Subsidiary’s respective organizational documents or (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 license, indenture, mortgage,
deed of trust, loan or credit agreement or other agreement or instrument to which the Company or any Subsidiary is a party,
or result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws
and regulations and the rules and regulations of the Principal Market applicable to the Company or any of its Subsidiaries)
or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, except in the case of
conflicts, defaults, terminations, amendments, accelerations, cancellations and violations which would not reasonably be
expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary is in violation or default of or
under (i) any provision of the Company’s organizational documents or the Partnership Agreement, any Subsidiary’s
respective certificate or articles of incorporation or bylaws, any certificate of designation, preferences and rights of any
outstanding series of preferred stock or organizational charter, respectively, (ii) except as disclosed in SEC Documents, the
terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement,
obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, or (iii)
any judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other
authority having jurisdiction over the Company or any of its properties, which, in the case of clauses (ii) or (iii), would
be reasonably expected to have a Material Adverse Effect. Except as specifically contemplated by this Agreement and as
required under the Securities Act or applicable state securities laws and the rules and regulations of the Principal Market,
neither the Company nor the Operating Partnership is required to obtain any consent, authorization or order of, or make any
filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to
execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents in accordance with the
terms hereof or thereof. Except as set forth elsewhere in this Agreement, all consents, authorizations, orders, filings and
registrations which the Company or the Operating Partnership is required to obtain pursuant to the preceding sentence shall
be obtained or effected on or prior to the Commencement Date.


 


(h)                SEC
Documents; Financial Statements. Since January 1, 2019, the Company has filed or furnished, as applicable, all reports,
schedules, forms, statements and other documents required to be filed or permitted to be furnished, as the case may be, by
the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof (the
foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively
referred to herein as the “SEC Documents”), on a timely basis or has received a valid extension of such
time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective
dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act,
as applicable. None of the SEC Documents, when filed, 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. The financial statements of the Company and all consolidated
Subsidiaries included in the SEC Documents comply in all material respects with applicable accounting requirements and the
rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been
prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the
periods involved (“GAAP”) and in accordance with Regulation S-X promulgated by the SEC, except as may
be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may
not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company
and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the
periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. Except
as publicly available through the SEC’s Electronic Data Gathering, Analysis, and Retrieval system or in connection with
a confidential treatment request submitted to the SEC, the Company has received no written notices or correspondence from the
SEC for the one year preceding the date hereof. There are no “open” SEC comments. To the Company’s
knowledge, the SEC has not commenced any enforcement proceedings against the Company or any of its Subsidiaries.


 






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(i)                Disclosure
Controls; Internal Controls. The Company, the Operating Partnership and the Subsidiaries have established and maintain disclosure
controls and procedures (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act). Except as disclosed in SEC
Documents, such disclosure controls and procedures are designed to ensure that material information relating to the Company and
its Subsidiaries is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within
those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established.
The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting
(as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act). Except as disclosed in SEC Documents, such internal
control over financial reporting is designed to provide reasonable assurance that (A) transactions are executed in accordance
with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of
financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only
in accordance with management’s general or specific authorization; (D) the recorded accountability for assets is compared
with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (E) the
interactive data in eXtensible Business Reporting Language in the SEC Documents fairly presents the information called for in
all material respects and are prepared in accordance with the SEC’s rules and guidelines applicable thereto. The Company’s
auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) any significant deficiencies
and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability
to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management
or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such
disclosure controls and procedures, except as disclosed in SEC Documents, there have been (A) no material weakness in the
Company’s internal control over financial reporting (whether or not remediated) and (B) no significant changes in internal
controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to
significant deficiencies.


 


(j)                
Absence of Certain Changes. Except as disclosed in the SEC Documents, since December 31, 2020, there has not
been (A) any change, or any development or event that would reasonably be expected to result in a change, that has or would
reasonably be expected to have a Material Adverse Effect, whether or not arising in the ordinary course of business, (B) any
transaction that is material to the Company and the Subsidiaries taken as a whole entered into or agreed to be entered into by
the Company or any of the Subsidiaries, (C) any obligation, contingent or otherwise, directly or indirectly incurred by the Company
or any Subsidiary that is material to the Company and Subsidiaries taken as a whole or (D) except for regular quarterly dividends
on the Common Stock and shares of the Company’s preferred stock, par value $.01 per share, and regular quarterly distributions
on the Common Units and the Preferred Units, any dividend or distribution of any kind declared, paid or made by the Company on
any class of its capital stock or by the Operating Partnership on any of its partnership interests. Neither of the Company or any
Subsidiary, has taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy
Law, nor does the Company or any of the Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate
involuntary bankruptcy or insolvency proceedings.


 


(k)               
Absence of Litigation. Except as disclosed in SEC Documents, there is no action, suit, proceeding, inquiry
or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the
knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, the
Common Stock or any of the Company’s or its Subsidiaries’ officers or directors in their capacities as such, which
would reasonably be expected to have a Material Adverse Effect.


 









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(l)                
 Acknowledgment Regarding Investor’s Status. The Company acknowledges and agrees that the Investor is
acting in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
hereby and thereby. 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 the Transaction Documents and the transactions contemplated hereby and thereby
and any advice given by the Investor or any of its representatives or agents in connection with the Transaction Documents and the
transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Securities. The Company
further represents to the Investor that the Company’s decision to enter into the Transaction Documents has been based solely
on the independent evaluation by the Company and its representatives and advisors.


 


(m)             
No General Solicitation; No Aggregated Offering. Neither the Company, nor any the Operating Partnership, any
Subsidiary or any of their affiliates or any Person acting on its or their behalf, has engaged in any form of general solicitation
or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the
Securities. Neither the Company, nor or any of its affiliates, nor any Person acting on their behalf has, directly or indirectly,
made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration
of the offer and sale of any of the Securities under the Securities Act, whether through integration with prior offerings or otherwise,
or cause this offering of the Securities to be aggregated with prior offerings by the Company in a manner that would require stockholder
approval pursuant to the rules of the Principal Market on which any of the securities of the Company are listed or designated.
The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Principal Market.


 


(n)               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 necessary to conduct their respective businesses as now conducted,
except as would not reasonably be expected to have a Material Adverse Effect. None of the Company’s material trademarks,
trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses,
approvals, government authorizations, trade secrets or other intellectual property rights have expired or terminated, or, by the
terms and conditions thereof, will expire or terminate within two years from the date of this Agreement, except as would not reasonably
be expected to have a Material Adverse Effect. The Company, the Operating Partnership and the Subsidiaries do not have any knowledge
of any infringement by the Company, the Operating Partnership or the Subsidiaries of any material trademark, trade name rights,
patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret
or other similar rights of others, or of any such development of similar or identical trade secrets or technical information by
others, and there is no claim, action or proceeding being made or brought against, or to the Company’s or the Operating
Partnership’s knowledge, being threatened against, the Company, the Operating Partnership or the Subsidiaries regarding
trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations,
trade secret or other infringement, which would reasonably be expected to have a Material Adverse Effect.


 






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(o)                Environmental
Laws. Neither the Company nor any of the Subsidiaries is in violation, or has received written notice of any violation
with respect to, any applicable environmental, safety or similar law, regulation or rule applicable to the business of the
Company or any of the Subsidiaries, except any such violation of law, regulation or rule that individually or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect. The Company and the Subsidiaries have received
all permits, licenses or other approvals required of them under applicable federal and state occupational safety and health
and environmental laws, regulations and rules to conduct their respective businesses, and the Company and the Subsidiaries
are in compliance with all terms and conditions of any such permit, license or approval, except any such violation of law,
regulation or rule, failure to receive required permits, licenses or other approvals or failure to comply with the terms and
conditions of such permits, licenses or approvals that individually or in the aggregate, would not reasonably be expected to
have a Material Adverse Effect. Except as otherwise disclosed in the SEC Documents, (A) none of the Operating Partnership,
the Company, any of the Subsidiaries nor, to the knowledge of the Operating Partnership and the Company, any other owners of
the property at any time or any other party has at any time, handled, stored, treated, transported, manufactured, spilled,
leaked, or discharged, dumped, transferred or otherwise disposed of or dealt with, Hazardous Materials (as hereinafter
defined) on, in, under, to or from any real property leased, owned or controlled, including any real property underlying any
loan held or to be held by the Company or the Subsidiaries (collectively, the “Real Property”), other than
by any such action taken in compliance with all applicable Environmental Statutes (hereinafter defined) or by the Operating
Partnership, the Company, any of the Subsidiaries or any other party in connection with the ordinary use of residential,
retail or commercial properties owned by the Operating Partnership; (B) the Operating Partnership and the Company do not
intend to use the Real Property or any subsequently acquired properties for the purpose of using, handling, storing,
treating, transporting, manufacturing, spilling, leaking, discharging, dumping, transferring or otherwise disposing of or
dealing with Hazardous Materials other than by any such action taken in compliance with all applicable Environmental Statues
or by the Operating Partnership, the Company, any of the Subsidiaries or any other party in connection with the ordinary use
of residential, retail or commercial properties owned by the Operating Partnership; (C) none of the Operating Partnership,
the Company, nor any of the Subsidiaries knows of any seepage, leak, discharge, release, emission, spill, or dumping of
Hazardous Materials into waters on or adjacent to the Real Property or any other real property owned or occupied by any such
party, or onto lands from which Hazardous Materials might seep, flow or drain into such waters; (D) none of the Operating
Partnership, the Company, nor any of the Subsidiaries has received any written notice of, or has any knowledge of any
occurrence or circumstance that, with notice or passage of time or both, would give rise to a claim under or pursuant to any
federal, state or local environmental statute, regulation or rule or under common law, pertaining to Hazardous Materials on
or originating from any of the Real Property or any assets described in the SEC Documents or any other real property owned or
occupied by any such party or arising out of the conduct of any such party, including without limitation a claim under or
pursuant to any Environmental Statute; (E) the Real Property is not included or, to the Company’s and the Operating
Partnership’s knowledge, proposed for inclusion on the National Priorities List issued pursuant to the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Sections 9601-9675 (the
 “CERCLA”) by the United States Environmental Protection Agency or, to the Operating Partnership’s
and the Company’s knowledge, proposed for inclusion on any similar list or inventory issued pursuant to any other
Environmental Statute or issued by any other Governmental Authority (as hereinafter defined); and (F) in the operation of the
Company’s and the Operating Partnership’s businesses, the Company acquires, before acquisition of any real
property, an environmental assessment of the real property and, to the extent they become aware of any condition that would
reasonably be expected to result in liability associated with the presence or release of a Hazardous Material, or any
violation or potential violation of any Environmental Statute, the Company and the Operating Partnership take all
commercially reasonable action necessary or advisable (including any capital improvements) for clean-up, closure or other
compliance with such Environmental Statute. There are no costs or liabilities associated with the Real Property pursuant to
any Environmental Statute (including, without limitation, any capital or operating expenditures required for clean-up,
closure of properties or compliance with any Environmental Statute or any permit, license or approval, any related
constraints on operating activities and any potential liabilities to third parties) that, individually or in the aggregate,
would reasonably be expected to have a Material Adverse Effect. None of the entities that prepared Phase I or other
environmental assessments with respect to the Real Property was employed for such purpose on a contingent basis or has any
substantial interest in the Company or any of the Subsidiaries, and none of their directors, officers or employees is
connected with the Company or any of the Subsidiaries as a promoter, selling agent, trustee, officer, director or employee.
None of the Operating Partnership, the Company nor any Subsidiary knows of any violation of any municipal, state or federal
law, rule or regulation (including those pertaining to environmental matters) concerning the Real Property or any part
thereof that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. The Real
Property complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all
material respects and, if and to the extent there is a failure to comply, such failure does not materially impair the value
of any of the Real Property and will not result in a forfeiture or reversion of title. None of the Operating Partnership, the
Company nor any Subsidiary has received from any governmental authority any written notice of any condemnation of or zoning
change affecting the Real Property or any part thereof, and none of the Operating Partnership, the Company nor any Subsidiary
knows of any such condemnation or zoning change which is threatened and which, individually or in the aggregate, if
consummated would reasonably be expected to have a Material Adverse Effect. All liens, charges, encumbrances, claims, or
restrictions on or affecting the properties and assets (including the Real Property) of the Operating Partnership or any of
the Subsidiaries that are required to be described in the SEC Documents are disclosed therein. No lessee of any portion of
any of the Real Property is in default under any of the leases governing such properties and there is no event which, but for
the passage of time or the giving of notice or both would constitute a default under any of such leases, except such defaults
that individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No tenant under
any lease pursuant to which the Operating Partnership or any of the Subsidiaries leases any Real Property has an option or
right of first refusal to purchase the premises leased thereunder or the building of which such premises are a part, except
as such options or rights of first refusal that, individually or in the aggregate, if exercised, would not reasonably be
expected to have a Material Adverse Effect.


 






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As used herein, “Hazardous
Material” includes, without limitation any flammable explosives, radioactive materials, hazardous materials, hazardous
wastes, toxic substances, or related materials, asbestos or any hazardous material as defined by any federal, state or local environmental
law, regulation or rule including, without limitation, the CERCLA, the Hazardous Materials Transportation Act, as amended, 49 U.S.C.
Sections 1801-1819, the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Sections 6901-6992K, the Emergency Planning
and Community Right-to-Know Act of 1986, 42 U.S.C. Sections 11001-11050, the Toxic Substances Control Act, 15 U.S.C. Sections 2601-2671,
the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Sections 136-136y, the Clean Air Act, 42 U.S.C. Sections 7401-7642,
the Clean Water Act (Federal Water Pollution Control Act), 33 U.S.C. Sections 1251-1387, the Safe Drinking Water Act, 42 U.S.C.
Sections 300f-300j-26, and the Occupational Safety and Health Act, 29 U.S.C. Sections 651-678, as any of the above statutes may
be amended from time to time, and in the regulations promulgated pursuant to each of the foregoing (individually, an “Environmental
Statute” and collectively the “Environmental Statutes”) or by any federal, state or local governmental
authority having or claiming jurisdiction over the properties and assets described in the SEC Documents (a “Governmental
Authority”).


 


(p)                Property.
The Company and the Subsidiaries have good and indefeasible title in fee simple to, or a valid leasehold interest in, all
Real Property described in the SEC Documents, and good title to all personal property owned by them, in each case free and
clear of all liens, security interests, pledges, charges, encumbrances, encroachments, restrictions, mortgages and defects,
except such as are disclosed in the SEC Documents or such as do not materially and adversely affect the value of such
property and do not interfere with the use made or proposed to be made of such property by the Company and the Subsidiaries.
Any Real Property, improvements, equipment and personal property held under lease by the Company or any Subsidiary are held
under valid, existing and enforceable leases, with such exceptions as are disclosed in the SEC Documents or are not material
and do not interfere with the use made or proposed to be made of such Real Property, improvements, equipment and personal
property by the Company or such Subsidiary. The Company or a Subsidiary has obtained an owner’s or leasehold title
insurance policy, from a title insurance company licensed to issue such policy, on any Real Property owned in fee or leased,
as the case may be, by the Company or any Subsidiary, that insures the Company’s or the Subsidiary’s fee or
leasehold interest, as the case may be, in such Real Property, which policies include only commercially reasonable
exceptions, and with coverages in amounts at least equal to amounts that are generally deemed in the Company’s industry
to be commercially reasonable in the markets where the Company’s properties are located, or a lender’s title
insurance policy insuring the lien of its mortgage securing the Real Property with coverage equal to the maximum aggregate
principal amount of any indebtedness held by the Company or a Subsidiary and secured by the Real Property.


 






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(q)               
Condition of Real Property. All Real Property owned or leased by the Company or a Subsidiary is free of material
structural defects and all building systems contained therein are in good working order in all material respects, subject to ordinary
wear and tear or, in each instance, the Company has created an adequate reserve to effect reasonably required repairs, maintenance
and capital expenditures. To the knowledge of the Company and the Operating Partnership, water, storm water, sanitary sewer, electricity
and telephone service are all available at the property lines of such property over duly dedicated streets or perpetual easements
of record benefiting such property. Except as described in the SEC Documents, to the knowledge of the Company and the Operating
Partnership, there is no pending or threatened special assessment, tax reduction proceeding or other action that, individually
or in the aggregate, would reasonably be expected to increase or decrease the Real Property taxes or assessments of any of such
property, that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.


 


(r)                Mortgages.
The mortgages and deeds of trust encumbering any Real Property owned in fee or leased by the Company or a Subsidiary (A) are
not convertible (in the absence of foreclosure) into an equity interest in the Real Property or in the Company, the Operating
Partnership or any Subsidiary, and none of the Company, the Operating Partnership or the Subsidiaries hold a participating interest
therein, (B) except as set forth in the SEC Documents, are not and will not be cross-defaulted to any indebtedness other
than indebtedness of the Company or any of the Subsidiaries, and (C) are not and will not be cross-collateralized to any
property not owned by the Company, the Operating Partnership or any of the Subsidiaries.


 


(s)                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, including, but not limited to, insurance covering real and personal property
owned or leased by the Company and the Subsidiaries against theft, damage, destruction, environmental liabilities, acts of vandalism,
terrorism, earthquakes, flood and all other risks customarily insured against, all of which insurance is in full force and effect.
Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or applied for and neither the Company
nor any such Subsidiary has any 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 reasonably be expected to have a Material Adverse Effect.


 


(t)                 Regulatory
Permits. Each of the Company and the Subsidiaries has all necessary licenses, authorizations, consents and approvals and
has made all necessary filings required under any federal, state, local or foreign law, regulation or rule, and has obtained
all necessary authorizations, consents and approvals from other persons, required in order to conduct their respective
businesses as described in the SEC Documents, except to the extent that any failure to have any such licenses,
authorizations, consents or approvals, to make any such filings or to obtain any such authorizations, consents or approvals
would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Company
nor any of the Subsidiaries is in violation of, in default under, or has received any written notice regarding a possible
violation, default or revocation of any such license, authorization, consent or approval or any federal, state, local or
foreign law, regulation or rule or any decree, judgment or order applicable to the Company or any of the Subsidiaries, the
effect of which would reasonably be expected to result in a Material Adverse Effect. No such license, authorization, consent
or approval contains a materially burdensome restriction that is not adequately disclosed in the SEC Documents. Neither the
Company nor any of the Subsidiaries is required by any applicable law to obtain accreditation or certification from any
governmental agency or authority in order to provide the products and services that it currently provides or that it proposes
to provide as set forth in the SEC Documents, except to the extent that any failure to have such accreditation or
certification would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 






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(u)               
Tax Status. Each of the Company, the Operating Partnership and the Subsidiaries has filed on a timely basis
(including in accordance with any applicable extensions) all material necessary federal, state, local and foreign income and franchise
tax returns required to be filed through the date hereof or have properly requested extensions thereof, and have paid all taxes
shown as due thereon, and if due and payable, any related or similar assessment, fine or penalty levied against the Company, the
Operating Partnership or any of the Subsidiaries. Except as disclosed in the SEC Documents, no material tax deficiency has been
asserted against any such entity, and the Company and the Subsidiaries do not know of any tax deficiency that is likely to be asserted
against any such entity that, individually or in the aggregate, if determined adversely to any such entity, would reasonably be
expected to have a Material Adverse Effect. All material tax liabilities are adequately provided for on the respective books of
the Company and the Subsidiaries.


 


(v)               
Description and Enforceability of Contracts. The descriptions in the SEC Documents of the contracts, leases
and other legal documents therein described present fairly the information required to be shown, and there are no contracts, leases,
or other documents of a character required to be described in the SEC Documents or to be filed as exhibits to any of the SEC Documents
that are not described or filed as required; all agreements between the Company or any of the Subsidiaries and third parties expressly
referenced in the SEC Documents are legal, valid and binding obligations of the Company or one or more of the Subsidiaries, enforceable
in accordance with their respective terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, to the knowledge
of the Company and the Operating Partnership, no party is in breach or default under any such agreements.


 


(w)              
Transactions With Affiliates. Except as disclosed in the SEC Documents, none of the Company’s, officers
or directors, or to the Company’s or the Operating Partnership’s knowledge, none of the Company’s stockholders
or any family member or affiliate of any of the foregoing, has either directly or indirectly an interest in, or is a party to,
any transaction that would be required to be disclosed as a related party transaction pursuant to Item 404 of Regulation S-K promulgated
under the Securities Act.


 


(x)                
Application of Takeover Protections. The Company and its Board of Directors have taken or will take prior
to the Commencement Date all necessary action, if any, in order to render inapplicable any control share acquisition, business
combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the
Certificate of Incorporation or the laws of the state of its incorporation which is or will become applicable to the Investor as
a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the
Securities and the Investor’s ownership of the Securities.


 


(y)                Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents that
will be timely publicly disclosed by the Company, the Company and the Operating Partnership confirms that neither it nor any
other Person acting on its behalf has provided the Investor or its agents or counsel with any information that it believes
constitutes or might constitute material, non-public information that is not otherwise disclosed in the SEC Documents. The
Company and the Operating Partnership understand and confirm that the Investor will rely on the foregoing representation in
effecting purchases and sales of securities of the Company. The Company and the Operating Partnership acknowledges and agrees
that the Investor neither makes nor has made any representations or warranties with respect to the transactions contemplated
hereby, and the Company and the Operating Partnership are not relying on any representations and warranties, other than those
specifically set forth in Section 3 hereof.


 






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(z)               Foreign Corrupt Practices. Neither the Company, the Operating Partnership or any Subsidiary, nor to the knowledge
of the Company or the Operating Partnership, any agent or other Person acting on behalf of the Company or the Operating Partnership,
has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related
to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees
or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution
made by the Company or the Operating Partnership (or made by any Person acting on its behalf of which the Company is aware) which
is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as
amended.


 


(aa)            
Money Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all
times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions
Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder
and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively,
the “Money Laundering Laws”); and no action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending
or, to the best knowledge of the Company, threatened.


 


(bb)           
No Conflict with OFAC Laws.  None of the Company, any of its Subsidiaries or, to the knowledge
of the Company, any director, officer, agent, employee, affiliate or  representatives of the Company or any of its Subsidiaries
is an individual or entity (“Person”) currently the subject or target of any  sanctions administered or
enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of
Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant
sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident in a country
or territory that is the subject of Sanctions; and the Company will not directly or indirectly use the proceeds of the sale of
the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture partners or other
Person, to fund any activities of or business with any Person, or in any country or territory, that, at the time of such funding,
is the subject of Sanctions or in any other manner that will result in a violation by any Person (including any Person participating
in the transaction, whether as agent, underwriter, advisor, investor or otherwise) of Sanctions.


 


(cc)            
DTC Eligibility. The Company, through the Transfer Agent, currently participates in the DTC Fast Automated
Securities Transfer (FAST) Program and the Common Stock can be transferred electronically to third parties via the DTC Fast Automated
Securities Transfer (FAST) Program.


 


(dd)           
Sarbanes-Oxley. The Company is in compliance with all provisions of the Sarbanes-Oxley Act of 2002, as amended,
which are applicable to it as of the date hereof.


 


(ee)            
Investment Company. The Company is not required to be registered as, and immediately after receipt of payment
for the Securities will not be required to be registered as, an “investment company” within the meaning of the Investment
Company Act of 1940, as amended.


 


(ff)              Listing
and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and the
Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the
registration of the Common Stock pursuant to the Exchange Act nor has the Company received any notification that the SEC is
currently contemplating terminating such registration. Except as disclosed in the SEC Documents, the Company has not, in the
twelve (12) months preceding the date hereof, received any written notice from any Person to the effect that the Company is
not in compliance with the listing or maintenance requirements of the Principal Market. Except as disclosed in the SEC
Documents, the Company is in compliance with all such listing and maintenance requirements.


 






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(gg)           
Accountants. The Company’s accountants are set forth in the SEC Documents and, to the knowledge of the
Company, such accountants are an independent registered public accounting firm as required by the Securities Act.


 


(hh)           
No Market Manipulation. The Company has not, and to its knowledge no Person acting on its behalf has, (i)
taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any
security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any
compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation
for soliciting another to purchase any other securities of the Company.


 


(ii)              
Benefit Plans; Labor Matters. Each benefit and compensation plan, agreement, policy and arrangement that is
maintained, administered or contributed to by the Company for current or former employees or directors of, or independent contractors
with respect to, the Company has been maintained in material compliance with its terms and the requirements of any applicable statutes,
orders, rules and regulations, and the Company has complied in all material respects with all applicable statutes, orders, rules
and regulations in regard to such plans, agreements, policies and arrangements. Each stock option granted under any equity incentive
plan of the Company (each, a “Stock Plan”) was granted with a per share exercise price no less than the market
price per common share on the grant date of such option in accordance with the rules of the Principal Market, and no such grant
involved any “back-dating,” “forward-dating” or similar practice with respect to the effective date of
such grant; each such option (i) was granted in compliance in all material respects with Applicable Laws (as defined below)
and with the applicable Stock Plan(s), (ii) was duly approved by the Board of Directors, and (iii) has been properly accounted
for in the Company’s financial statements and disclosed, to the extent required, in the Company’s filings or submissions
with the SEC, and the Principal Market. Neither the Company nor any Subsidiary is in violation of or has received written notice
of any violation with respect to any federal or state law, regulation or rule relating to discrimination in the hiring, termination,
promotion, employment or pay of employees, nor any applicable federal or state wages and hours law, nor any state law, regulation
or rule precluding the denial of credit due to the neighborhood in which a property is situated, the violation of any of which,
individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. There are no existing or, to
the knowledge of the Company or the Operating Partnership, threatened labor disputes with the employees of the Company or any of
the Subsidiaries that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


(jj)              
Compliance with Laws. During the 12-month period immediately preceding the date hereof, except as described
in the SEC Documents, the Company and each of its Subsidiaries: (A) is and at all times has been in material compliance with all
applicable U.S. and foreign statutes, rules, or regulations applicable to Company and its Subsidiaries (“Applicable Laws”),
except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


(kk)           
Shell Company Status. The Company is not, and has never been, an issuer identified in Rule 144(i)(1) under
the Securities Act.


 






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(ll)              
 No Disqualification Events. None of the Company, the Operating Partnership, any of their predecessors, any
affiliated issuer, any director, general partner executive officer, other officer of the Company or the Operating Partnership participating
in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities,
calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected
with the Company or the Operating Partnership in any capacity at the time of sale (each, an “Issuer Covered Person”)
is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities
Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under
the Securities Act. The Company and the Operating Partnership have exercised reasonable care to determine whether any Issuer Covered
Person is subject to a Disqualification Event.


 


(mm)       
REIT Status. Commencing with the Company’s taxable year ended December 31, 2003, the Company has
been organized and operated in conformity with the requirements for qualification as a real estate investment trust (a “REIT”)
under the Code, and the current and proposed method of operation of the Company and the Subsidiaries described in the SEC Documents
will enable the Company to meet the requirements for qualification and taxation as a REIT under the Code, and the Operating Partnership
is treated as a partnership for federal income tax purposes and not as a corporation or association taxable as a corporation; the
Company intends to continue to qualify as a REIT for all subsequent years, and the Company does not know of any event that would
reasonably be expected to cause the Company to fail to qualify as a REIT at any time.


 


(nn)           
Statistical and Market Data. Any statistical and market-related data included in the SEC Documents are based
on or derived from sources that the Company believes, after reasonable inquiry, to be reliable and accurate and, to the extent
required, the Company has obtained the written consent to the use of such data from such sources.


 


(oo)          
Authorization of Advisory Agreement. The Amended and Restated Advisory Agreement,
dated June 10, 2015, by and among the Company, the Operating Partnership, Ashford Hospitality Advisors LLC, a Delaware limited
liability company, Ashford TRS Corporation and Ashford Inc. (as amended, the “Advisory Agreement”) has been
duly authorized, executed and delivered by the Company and the Operating Partnership and constitutes a legal, valid and binding
agreement of the Company and the Operating Partnership enforceable against the Company and the Operating Partnership in accordance
with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’
rights generally, and by general principles of equity.


 


		5.	COVENANTS.



 


Each of the Company and the Operating Partnership
hereby, jointly and severally, agrees with the Investor as follows:


 


(a)               
Filing of Current Report and Registration Statement. Within the time required under the Exchange Act, the
Company shall file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the material
terms and conditions of, the Transaction Documents (the “Current Report”). The Company shall also file with
the SEC, as soon as practicable and in no case later than ten (10) days following the date hereof, the Registration Statement covering
the resale of the Securities in accordance with the terms of the Registration Rights Agreement. The Company shall permit the Investor
to review and comment upon the final pre-filing draft version of the Current Report at least two (2) Business Days prior to its
filing with the SEC, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to
which the Investor reasonably objects. The Investor shall use its reasonable best efforts to comment upon the final pre-filing
draft version of the Current Report within one (1) Business Day from the date the Investor receives it from the Company.


 






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(b)               
 Blue Sky. The Company shall take all such action, if any, as is reasonably necessary in order to obtain an
exemption for or to register or qualify (i) the issuance and the sale of the Securities to the Investor under this Agreement and
(ii) any subsequent resale of all Securities by the Investor, in each case, under applicable securities or “Blue Sky”
laws of the states of the United States in such states as is reasonably requested by the Investor from time to time, and shall
provide evidence of any such action so taken to the Investor.


 


(c)               
Listing/DTC. The Company shall promptly secure the listing of all of the Securities to be issued to the Investor
hereunder on the Principal Market (subject to official notice of issuance) and upon each other national securities exchange or
automated quotation system, if any, upon which the Common Stock is then listed, and shall use commercially reasonable efforts to
maintain, so long as any shares of Common Stock shall be so listed, such listing of all Securities from time to time issuable hereunder.
The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock on the Principal Market and shall
comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations
of the Principal Market. Neither the Company nor any of the Subsidiaries shall take any action that would reasonably be expected
to result in the delisting or suspension of the Common Stock on the Principal Market. The Company shall promptly, and in no event
later than the following Business Day, provide to the Investor copies of any written notices it receives from any Person regarding
the continued eligibility of the Common Stock for listing on the Principal Market; provided, however, that the Company shall not
be required to provide the Investor copies of any such notice that the Company reasonably believes constitutes material non-public
information and the Company would not be required to publicly disclose such notice in any report or statement filed with the SEC
and under the Exchange Act or the Securities Act. The Company shall pay all fees and expenses in connection with satisfying its
obligations under this Section 5(c). The Company shall take all action necessary to ensure that its Common Stock can be
transferred electronically as DWAC Shares.


 


(d)               
Prohibition of Short Sales and Hedging Transactions. The Investor agrees that beginning on the date of this
Agreement and ending on the date of termination of this Agreement as provided in Section 11, the Investor and its agents,
representatives and affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short
sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction,
which establishes a net short position with respect to the Common Stock.


 


(e)               
Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement,
the Company shall cause to be issued to the Investor a total of 162,655 shares of Common Stock (the “Commitment Shares”)
and shall deliver to the Transfer Agent the Irrevocable Transfer Agent Instructions with respect to the issuance of such Commitment
Shares. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the date of this Agreement, whether
or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective
of any subsequent termination of this Agreement.


 






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(f)                 Due
Diligence; Non-Public Information. (i) During the term of this Agreement, the Investor shall have the right, from time to
time as the Investor may reasonably deem appropriate, and upon reasonable advance notice to the Company, to perform
reasonable due diligence on the Company and the Operating Partnership during normal business hours (provided that any such
request shall not impair the right of the company and the Operating Partnership to direct the Investor to purchase the Common
Stock pursuant to Section 2 hereof). The Company and its officers and employees shall provide information on a
reasonably timely basis and otherwise reasonably cooperate with the Investor in connection with any reasonable request by the
Investor related to the Investor’s due diligence of the Company and the Operating Partnership. Each party hereto agrees
not to disclose any Confidential Information of the other party to any third party and shall not use the Confidential
Information for any purpose other than in connection with, or in furtherance of, the transactions contemplated hereby. Each
party hereto acknowledges that the Confidential Information shall remain the property of the disclosing party and agrees that
it shall take all reasonable measures to protect the secrecy of any Confidential Information disclosed by the other party.
The receiving party may disclose Confidential Information to the extent such information is required to be disclosed by law,
regulation or order of a court of competent jurisdiction or regulatory authority, provided that the receiving party shall
promptly notify the disclosing party when such requirement to disclose arises, and shall cooperate with the disclosing party
so as to enable the disclosing party to: (A) seek an appropriate protective order; and (B) make any applicable claim of
confidentiality in respect of such Confidential Information; and provided, further, that the receiving party shall disclose
Confidential Information only to the extent required by the protective order or other similar order, if such an order is
obtained, and, if no such order is obtained, the receiving party shall disclose only the minimum amount of such Confidential
Information required to be disclosed in order to comply with the applicable law, regulation or order. In addition, any such
Confidential Information disclosed pursuant to this Section 5(f) shall continue to be deemed Confidential Information.
(ii) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Operating Partnership shall be
obligated to provide the Investor with any information that constitutes or may reasonably be considered to constitute
material, non-public information pursuant to a request for information hereunder, and the Company and the Investor agree that
neither the Company nor the Operating Partnership nor any other Person acting on its behalf shall provide the Investor or its
agents or counsel with any information that constitutes or may reasonably be considered to constitute material, non-public
information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by
Regulation FD. In the event of a breach of the foregoing covenant by the Company or the Operating Partnership or any Person
acting on its behalf (as determined in the reasonable good faith judgment of the Investor), in addition to any other remedy
provided herein or in the other Transaction Documents, the Investor shall have the right to make a public disclosure, in the
form of a press release, public advertisement or otherwise, of such material, non-public information without the prior
approval by the Company; provided, that the Investor shall have first provided notice to the Company that it believes it has
received information that constitutes material, non-public information, and the Company shall have at least one (1) Business
Day from such notice to either publicly disclose such material, non-public information or to demonstrate to the Investor that
such information does not constitute material, non-public information, prior to any such disclosure by the Investor. The
Investor shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors,
officers, employees, stockholders or agents, for any such disclosure. The Company understands and confirms that the Investor
shall be relying on the covenants set forth in this Section 5(f)(ii) in effecting transactions in securities of the
Company.


 


(g)               
Purchase Records. The Investor and the Company shall each maintain records showing the remaining Available
Amount at any given time and the dates and Purchase Amounts for each Regular Purchase, Accelerated Purchase and Additional Accelerated
Purchase or shall use such other method, reasonably satisfactory to the Investor and the Company.


 


(h)               
Taxes. The Company shall pay any and all transfer, stamp or similar taxes that may be payable with respect
to the issuance and delivery of any shares of Common Stock to the Investor made under this Agreement.


 


(i)                
Use of Proceeds. The Company and the Operating Partnership will use the net proceeds from the offering for
any corporate purpose at the sole discretion of the Company and the Operating Partnership.


 


(j)                
[Reserved].


 


(k)                No
Aggregation. From and after the date of this Agreement, neither the Company, nor or any of its affiliates will, and the
Company shall use its reasonable best efforts to ensure that no Person acting on their behalf will,
directly or indirectly, make any offers or sales of any security or solicit any offers to buy any security, under
circumstances that would cause this offering of the Securities by the Company to the Investor to be aggregated with other
offerings by the Company in a manner that would require stockholder approval pursuant to the rules of the Principal Market on
which any of the securities of the Company are listed or designated unless stockholder approval is obtained before the
closing of such subsequent transaction in accordance with the rules of such Principal Market.


 






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(l)                
Limitation on Financings. From and after the date of this Agreement until the earlier of (i) the Maturity
Date or (ii) the date on which the Company directs the Investor to purchase the full Available Amount as provided herein and the
Investor has received shares of Common Stock representing the full Available Amount, the Company shall be prohibited from entering
into any “equity line” or similar transaction whereby an investor is irrevocably bound to purchase securities over
a period of time from the Company at a price based on the market price of the Common Stock at the time of such purchase with a
Person previously identified by the Investor.


 


		6.	TRANSFER AGENT INSTRUCTIONS.



 


(a)               
On the date of this Agreement, the Company shall issue irrevocable instructions to the Transfer Agent to issue the
Commitment Shares in accordance with the terms of this Agreement (the “Irrevocable Transfer Agent Instructions”).
The certificate(s) or book-entry statement(s) representing the Commitment Shares, except as set forth below, shall bear the following
restrictive legend (the “Restrictive Legend”) and no other legend whatsoever.


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.


 


(b)                On
the earlier of (i) the date the Registration Statement is declared effective by the SEC and (ii) such time that the Investor
shall request, provided all conditions of Rule 144 under the Securities Act are met, the Company shall, no later than two (2)
Business Days following the delivery by the Investor to the Company or the Transfer Agent of one or more legended
certificates or book-entry statements representing the Commitment Shares (which certificates or book-entry statements the
Investor shall promptly deliver on or prior to the first to occur of the events described in clauses (i) and (ii) of this
sentence), as directed by the Investor, issue and deliver (or cause to be issued and delivered) to the Investor, as requested
by the Investor, either: (A) a certificate or book-entry statement representing such Commitment Shares that is free from all
restrictive and other legends or (B) a number of shares of Common Stock equal to the number of Commitment Shares represented
by the certificate(s) or book-entry statement(s) so delivered by the Investor as DWAC Shares. The Company shall take all
actions reasonably necessary to carry out the intent and accomplish the purposes of the immediately preceding sentence,
including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to
the Transfer Agent, and any successor transfer agent of the Company, as may be reasonably requested from time to time by the
Investor or necessary or desirable to carry out the intent and accomplish the purposes of the immediately preceding sentence.
On the Commencement Date, the Company shall issue to the Transfer Agent, and any subsequent transfer agent, (i) irrevocable
instructions in the form substantially similar to those used by the Investor in substantially similar transactions (the
 “Commencement Irrevocable Transfer Agent Instructions”) and (ii) the notice of effectiveness of the
Registration Statement in the form attached as an exhibit to the Registration Rights Agreement (the “Notice of
Effectiveness of Registration Statement”), in each case to issue the Securities in accordance with the terms of
this Agreement and the Registration Rights Agreement. All Purchase Shares to be issued from and after the Commencement Date
to the Investor pursuant to this Agreement shall be issued only as DWAC Shares. The Company represents and warrants to the
Investor that, while this Agreement is effective, no instruction other than the Commencement Irrevocable Transfer Agent
Instructions and the Notice of Effectiveness of Registration Statement referred to in this Section 6(b) will be given
by the Company to the Transfer Agent with respect to the Commitment Shares, or any of the Purchase Shares covered by the
Registration Statement from and after Commencement, and the Commitment Shares and the Purchase Shares covered by the
Registration Statement shall otherwise be freely transferable on the books and records of the Company. The Company agrees
that if the Company fails to fully comply with the provisions of this Section 6(b) within five (5) Business Days of
the Investor providing the deliveries referred to above, the Company shall, at the Investor’s written instruction,
purchase such shares of Common Stock containing the Restrictive Legend from the Investor at the greater of the (i) purchase
price paid for such shares of Common Stock and (ii) the Closing Sale Price of the Common Stock on the date of the
Investor’s written instruction.


 






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		7.	CONDITIONS TO THE COMPANY’S RIGHT TO COMMENCE SALES OF SHARES OF COMMON STOCK.



 


The right of the Company
hereunder to commence sales of Purchase Shares is subject to the satisfaction, or, where legally permissible, the waiver of each
of the following conditions:


 


(a)               
The Investor shall have executed each of the Transaction Documents and delivered the same to the Company;


 


(b)               
The Registration Statement covering the resale of the Purchase Shares in accordance with the Registration Rights
Agreement shall have been declared effective under the Securities Act by the SEC and no stop order with respect to the Registration
Statement shall be pending or threatened by the SEC;


 


(c)               
All Securities to be issued by the Company to the Investor under the Transaction Documents shall have been approved
for listing on the Principal Market in accordance with the applicable rules and regulations of the Principal Market, subject only
to official notice of issuance;


 


(d)               
The representations and warranties of the Investor set forth in Section 3 of this Agreement shall be true
and correct in all material respects (except to the extent that any of such representations and warranties is already qualified
as to materiality, in which case, such representations and warranties shall be true and correct without further qualification)
as of the date hereof and as of the Commencement Date as though made at that time.


 


		8.	CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE SHARES OF COMMON STOCK.



 


The obligation of the
Investor to buy Purchase Shares under this Agreement is subject to the satisfaction, or, the waiver of each of the following conditions
on or prior to the Commencement Date and, once such conditions have been initially satisfied, there shall not be any ongoing obligation
to satisfy such conditions after the Commencement has occurred:


 


(a)               
Each of the Company and the Operating Partnership, as applicable, shall have executed the Transaction Documents and
delivered the same to the Investor;


 






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(b)               
 The Company shall have paid to the Investor the Commitment Fee;


 


(c)               
The Common Stock shall be listed on the Principal Market and all Securities to be issued by the Company to the Investor
pursuant to this Agreement shall have been approved for listing or quotation on the Principal Market, in accordance with the applicable
rules and regulations of such Principal Market, subject only to official notice of issuance;


 


(d)               
The Investor shall have received the opinion and negative assurances letter of the Company’s legal counsel
dated as of the Commencement Date substantially in the form agreed prior to the date of this Agreement by the Company’s legal
counsel and the Investor’s legal counsel;


 


(e)               
The representations and warranties of the Company and the Operating Partnership set forth in Section 4 of
this Agreement, and in the Registration Rights Agreement, shall be true and correct in all material respects (except to the extent
that any of such representations and warranties is already qualified as to materiality in Section 4 above, in which case,
such representations and warranties shall be true and correct as so qualified) as of the date hereof and as of the Commencement
Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true
and correct in all material respects as of such date), and each of the Company and the Operating Partnership shall have performed,
satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied
or complied with at or prior to the Commencement Date. The Investor shall have received a certificate, executed by an officer of
each of the Company and the Operating Partnership, dated as of the Commencement Date, to the foregoing effect in the form attached
hereto as Exhibit A;


 


(f)                
The Company and each other party hereto that has authorized this Agreement and the transactions contemplated hereby
shall have adopted the Authorizations, which shall be in full force and effect without any amendment or supplement thereto as of
the Commencement Date;


 


(g)               
As of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely
for the purpose of effecting purchases of Purchase Shares hereunder, the full Available Amount;


 


(h)               
 The Commencement Irrevocable Transfer Agent Instructions shall have been delivered to and acknowledged in writing
by the Company and the Transfer Agent (or any successor transfer agent);


 


(i)                
The Company shall have delivered to the Investor (i) a certificate evidencing the incorporation and good standing
of the Company in the State of Maryland issued by the Secretary of State of the State of Maryland and (ii) a certificate or its
equivalent evidencing the good standing or authorization of the Company as a foreign corporation in each jurisdiction where it
is required to be registered as a foreign corporation, in each case as of a date within ten (10) Business Days of the Commencement
Date;


 


(j)                
The Company shall have delivered to the Investor a certified copy of the Certificate of Incorporation as certified
by the Secretary of State of the State of Maryland within ten (10) Business Days of the Commencement Date;


 


(k)               
The Company shall have delivered to the Investor a secretary’s certificate executed by the Secretary of the
Company, dated as of the Commencement Date, in the form attached hereto as Exhibit B;


 


(l)                 The
Registration Statement covering the resale of the Securities shall have been declared effective under the Securities Act by
the SEC and no stop order with respect to the Registration Statement shall be pending or, to the Company’s knowledge,
threatened by the SEC. The Company shall have prepared and filed with the SEC, not later than two (2) Business Days after the
effective date of the Registration Statement, a final and complete prospectus (the preliminary form of which shall be
included in the Registration Statement) and shall have delivered to the Investor a true and complete copy thereof. Such
prospectus shall be current and available for the resale by the Investor of all of the Securities covered thereby. The
Current Report shall have been filed with the SEC, as required pursuant to Section 5(a). All reports, schedules,
registrations, forms, statements, information and other documents required to have been filed by the Company with the SEC at
or prior to the Commencement Date pursuant to the reporting requirements of the Exchange Act shall have been filed with the
SEC within the applicable time periods prescribed for such filings under the Exchange Act;


 






    -25-


     


    

 


(m)             
No Event of Default has occurred that has not been cured, and no event which, after notice and/or lapse of time,
would reasonably be expected to become an Event of Default has occurred;


 


(n)               
All federal, state and local governmental laws, rules and regulations applicable to the transactions contemplated
by the Transaction Documents and necessary for the execution, delivery and performance of the Transaction Documents and the consummation
of the transactions contemplated thereby in accordance with the terms thereof shall have been complied with, and all consents,
authorizations and orders of, and all filings and registrations with, all federal, state and local courts or governmental agencies
and all federal, state and local regulatory or self-regulatory agencies necessary for the execution, delivery and performance of
the Transaction Documents and the consummation of the transactions contemplated thereby in accordance with the terms thereof shall
have been obtained or made, including, without limitation, in each case those required under the Securities Act, the Exchange Act,
applicable state securities or “Blue Sky” laws or applicable rules and regulations of the Principal Market, or otherwise
required by the SEC, the Principal Market or any state securities regulators;


 


(o)               
No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated,
threatened or endorsed by any federal, state or local or foreign court or governmental authority of competent jurisdiction which
prohibits the consummation of or which would materially modify or delay any of the transactions contemplated by the Transaction
Documents; and


 


(p)               
No action, suit or proceeding before any federal, state, local or foreign arbitrator or any court or governmental
authority of competent jurisdiction shall have been commenced or threatened, and no inquiry or investigation by any federal, state,
local or foreign governmental authority of competent jurisdiction shall have been commenced or threatened, against the Company,
or any of the officers, directors or affiliates of the Company, seeking to restrain, prevent or change the transactions contemplated
by the Transaction Documents, or seeking material damages in connection with such transactions.


 






    -26-


     


    

 


		9.	INDEMNIFICATION.



 


In consideration
of the Investor’s execution and delivery of the Transaction Documents and acquiring the Securities hereunder and in
addition to all of the Company’s other obligations under the Transaction Documents, the Company and the Operating
Partnership, jointly and severally, shall defend, protect, indemnify and hold harmless the Investor and all of its
affiliates, members, managers, officers, directors and employees, direct or indirect investors and any of the foregoing
Person’s agents or other representatives (including, without limitation, those retained in connection with the
transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and
all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities, and damages, and reasonable fees
and expenses in connection therewith (irrespective of whether any such 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 any Indemnitee as a result of, or arising out of, or relating to
(a) any misrepresentation or breach of any representation or warranty made by the Company or the Operating Partnership in the
Transaction Documents or any other certificate, instrument or document executed and delivered by the Company or the Operating
Partnership as contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company or the
Operating Partnership contained in the Transaction Documents or any other certificate, instrument or document executed and
delivered by the Company or the Operating Partnership as contemplated hereby or thereby, or (c) any cause of action, suit or
claim brought or made against such Indemnitee and arising out of or resulting from the execution, delivery, performance or
enforcement of the Transaction Documents or any other certificate, instrument or document executed and delivered by the
Company, the Operating Partnership as contemplated hereby or thereby, other than, in the case of clause (c), with respect to
Indemnified Liabilities which directly and primarily result from the fraud, gross negligence or willful misconduct of an
Indemnitee. The indemnity in this Section 9 shall not apply to amounts paid in settlement of any claim if such
settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld,
conditioned or delayed. To the extent that the foregoing undertaking by the Company or the Operating Partnership may be
unenforceable for any reason, the Company and the Operating Partnership, jointly and severally, shall make the maximum
contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable
law. Payment under this indemnification shall be made within thirty (30) days from the date Indemnitee makes written request
for it. A certificate containing reasonable detail as to the amount of such indemnification submitted to the Company or the
Operating Partnership by the Indemnitee shall be conclusive evidence, absent manifest error, of the amount due from the
Company or the Operating Partnership to the Indemnitee; provided that the Indemnitee shall undertake to repay any amounts
paid to it hereunder if it is ultimately determined, by a final and non-appealable order of a court of competent
jurisdiction, that the Indemnitee is not entitled to be indemnified against such Indemnified Liabilities by the Company or
the Operating Partnership pursuant to this Agreement. If any action shall be brought against any Indemnitee in respect of
which indemnity may be sought pursuant to this Agreement, such Indemnitee shall promptly notify the Company in writing, and
the Company or the Operating Partnership shall have the right to assume the defense thereof with counsel of its own choosing
reasonably acceptable to the Indemnitee. Any Indemnitee shall have the right to employ separate counsel in any such action
and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee,
except to the extent that (i) the employment thereof has been specifically authorized by the Company or the Operating
Partnership in writing, (ii) the Company or the Operating Partnership has failed after a reasonable period of time to assume
such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a
material conflict on any material issue between the position of the Company or the Operating Partnership and the position of
such Indemnitee, in which case the Company and the Operating Partnership, jointly and severally, shall be responsible for the
reasonable fees and expenses of no more than one such separate counsel.


 


		10.	EVENTS OF DEFAULT.



 


An “Event
of Default” shall be deemed to have occurred at any time as any of the following events occurs:


 


(a)                the
effectiveness of a Registration Statement registering the sale or resale of the Securities lapses for any reason (including,
without limitation, the issuance of a stop order or similar order) or such Registration Statement (or the prospectus forming
a part thereof) is unavailable to the Investor for sale or resale of any or all of the Securities to be issued to the
Investor under the Transaction Documents, and any, and such lapse or unavailability continues for a period of ten (10)
consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period, but excluding a
lapse or unavailability where (i) the Company terminates a Registration Statement after the Investor has confirmed in writing
that all of the Securities covered thereby have been resold or (ii) the Company supersedes one Registration Statement with a
New Registration Statement or another Registration Statement, including by terminating a prior Registration Statement when it
is effectively replaced with a New Registration Statement or other Registration Statement covering Securities (provided in
the case of this clause (ii) that all of the Securities covered by the superseded (or terminated) Registration Statement that
have not theretofore been resold are included in the superseding (or new) Registration Statement);


 






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(b)               
the suspension of the Common Stock from trading on the Principal Market for a period of at least one (1) Business
Day, provided that the Company may not direct the Investor to purchase any shares of Common Stock during any such suspension;


 


(c)               
the delisting of the Common Stock from the New York Stock Exchange provided, however, that the Common Stock is not
immediately thereafter trading on The Nasdaq Global Market, The Nasdaq Global Select Market, The Nasdaq Capital Market, the NYSE
American, the NYSE Arca, the OTC Bulletin Board, or the OTCQB or the OTCQX operated by the OTC Markets Group, Inc. (or any nationally
recognized successor to any of the foregoing);


 


(d)               
the failure for any reason by the Transfer Agent to issue Purchase Shares to the Investor within one (1) Business
Day after the applicable Purchase Date or Accelerated Purchase Date (as applicable) on which the Investor is entitled to receive
such Purchase Shares;


 


(e)               
the Company or the Operating Partnership breaches any representation, warranty, covenant or other term or condition
under any Transaction Document if such breach would reasonably be expected to have a Material Adverse Effect, except, in the case
of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business
Days after written notice thereof;


 


(f)                
if any Person commences a proceeding against the Company or the Operating Partnership pursuant to or within the meaning
of any Bankruptcy Law;


 


(g)               
if the Company or the Operating Partnership is at any time insolvent, or, pursuant to or within the meaning of any
Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary
case, (iii) consents to the appointment of a receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law
(a “Custodian”) of it or for all or substantially all of its property, or (iv) makes a general assignment for
the benefit of its creditors or is generally unable to pay its debts as the same become due;


 


(h)               
a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against
the Company or the Operating Partnership in an involuntary case, (ii) appoints a Custodian of the Company or the Operating Partnership
or for all or substantially all of its property, or (iii) orders the liquidation of the Company or the Operating Partnership;


 


(i)                
if at any time after the Commencement Date, the Exchange Cap is reached (to the extent the Exchange Cap is applicable
pursuant to Section 2(d) hereof); or


 


(j)                
if at any time the Company is not eligible to transfer its Common Stock electronically as DWAC Shares.


 


In addition to any
other rights and remedies under applicable law and this Agreement, so long as an Event of Default has occurred and is continuing,
or if any event that, after notice and/or lapse of time, would reasonably be expected to become an Event of Default, has occurred
and is continuing, the Company shall not deliver to the Investor any Purchase Notice. Notwithstanding the foregoing, the foregoing
sentence shall not be deemed to apply to any notice from the New York Stock Exchange regarding the Company’s failure to comply
with the continuing listing standards of the New York Stock Exchange, and to the fact of each such failure, unless all compliance
and appeal periods for such failure have lapsed or expired.


 



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		11.	TERMINATION



 


This Agreement may
be terminated only as follows:


 


(a)               
If pursuant to or within the meaning of any Bankruptcy Law, the Company or the Operating Partnership commences a
voluntary case or any Person commences a proceeding against the Company or the Operating Partnership, a Custodian is appointed
for the Company or the Operating Partnership or for all or substantially all of its property, or the Company or the Operating Partnership
makes a general assignment for the benefit of its creditors (any of which would be an Event of Default as described in Sections
10(f), 10(g) and 10(h) hereof), this Agreement shall automatically terminate without any liability or payment
to the Company or the Operating Partnership (except as set forth below) without further action or notice by any Person.


 


(b)               
In the event that the Commencement shall not have occurred on or before July 30, 2021, due to the failure to satisfy
the conditions set forth in Sections 7 and 8 above with respect to the Commencement, either the Company or the Investor
shall have the option to terminate this Agreement at the close of business on such date or thereafter without liability of any
party to any other party (except as set forth below); provided, however, that the right to terminate this Agreement under this
Section 11(b) shall not be available to any party if such party is then in breach of any covenant or agreement contained
in this Agreement or any representation or warranty of such party contained in this Agreement fails to be true and correct such
that the conditions set forth in Section 7(d) or Section 8(e), as applicable, would not then be satisfied


 


(c)               
At any time after the Commencement Date, the Company shall have the option to terminate this Agreement for any reason
or for no reason by delivering notice (a “Company Termination Notice”) to the Investor electing to terminate
this Agreement without any liability whatsoever of any party to any other party under this Agreement (except as set forth below).
The Company Termination Notice shall not be effective until one (1) Business Day after it has been received by the Investor.


 


(d)               
This Agreement shall automatically terminate on the date that the Company sells and the Investor purchases the full
Available Amount as provided herein, without any action or notice on the part of any party and without any liability whatsoever
of any party to any other party under this Agreement (except as set forth below).


 


(e)               
If, for any reason or for no reason, the full Available Amount has not been purchased in accordance with Section
2 of this Agreement by the Maturity Date, this Agreement shall automatically terminate on the Maturity Date, without any action
or notice on the part of any party and without any liability whatsoever of any party to any other party under this Agreement (except
as set forth below).


 


Except as set forth in Sections
11(a) (in respect of an Event of Default under Sections 10(f), 10(g) and 10(h)), 11(d) and 11(e),
any termination of this Agreement pursuant to this Section 11 shall be effected by written notice from the Company to
the Investor, or the Investor to the Company, as the case may be, setting forth the basis for the termination hereof. The
representations and warranties and covenants of the Company and the Investor contained in Sections 3 and 4, 5
and 6 hereof, the indemnification provisions set forth in Section 9 hereof and the agreements and covenants set
forth in Sections 10, 11 and 12 shall survive the execution and delivery of this Agreement and any
termination of this Agreement. No termination of this Agreement shall (i) affect the Company, the Operating
Partnership’s or the Investor’s rights or obligations under (A) this Agreement with respect to any pending
Regular Purchases, Accelerated Purchases, or Additional Accelerated Purchases, and the Company and the Investor shall
complete their respective obligations with respect to any pending Regular Purchases, Accelerated Purchases and Additional
Accelerated Purchases under this Agreement and (B) the Registration Rights Agreement, which shall survive any such
termination, or (ii) be deemed to release the Company or the Investor from any liability for intentional misrepresentation or
willful breach of any of the Transaction Documents.


 






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		12.	MISCELLANEOUS.



 


(a)               
Governing Law; Jurisdiction; Jury Trial. The corporate laws of the State of Maryland shall govern all issues
concerning the relative rights of the Company and its stockholders. All other questions concerning the construction, validity,
enforcement and interpretation of this Agreement and the other Transaction Documents shall be governed by the internal laws of
the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of
Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of
Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State
of Delaware, County of New Castle, for the adjudication of any dispute hereunder or under the other Transaction Documents or in
connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives,
and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action
or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served
in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this
Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(b)               
Counterparts. This Agreement may be executed in two or more identical counterparts, all of 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; provided that a facsimile signature or signature delivered by e-mail in a “.pdf” format data file
shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature
were an original signature.


 


(c)                
Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect
the interpretation of, this Agreement.


 


(d)               
Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction
or the validity or enforceability of any provision of this Agreement in any other jurisdiction.


 


(e)               
Entire Agreement. The Transaction Documents supersede all other prior oral or written agreements among the
Investor, the Company or the Operating Partnership, their affiliates and Persons acting on their behalf with respect to the subject
matter thereof, and this Agreement, the other Transaction Documents and the instruments referenced herein contain the entire understanding
of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein,
neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters.
Each of the Company and the Investor acknowledges and agrees that is has not relied on, in any manner whatsoever, any representations
or statements, written or oral, other than as expressly set forth in the Transaction Documents.


 






    -30-


     


    

 


(f)               
 Notices. Any notices, consents 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 email (provided confirmation of transmission is mechanically or electronically generated
and kept on file by the sending party); or (iii) one Business Day after deposit with a nationally recognized overnight delivery
service, in each case properly addressed to the party to receive the same. The addresses for such communications shall be:


 


If to the Company or the Operating
Partnership:


Ashford Hospitality Trust, Inc.


14185 Dallas Parkway Suite 1100


Dallas, TX 75254


Telephone:972-490-9600


E-mail:rhaiman@ashfordinc.com


Attention:Robert G. Haiman


 


With a copy to (which shall not
constitute notice or service of process):


Cadwalader, Wickersham & Taft LLP


200 Liberty Street


New York, NY 10281


Telephone:(212) 504-6780


Facsimile:(212) 494-6596


E-mail:greg.patti@cwt.com


Attention:Gregory P. Patti, Jr.


 


If to the Investor:


Lincoln Park Capital Fund, LLC


440 North Wells, Suite 410


Chicago, IL 60654


Telephone:312-822-9300


Facsimile:312-822-9301


E-mail:jscheinfeld@lpcfunds.com/jcope@lpcfunds.com


Attention:Josh Scheinfeld/Jonathan Cope


 


With a copy to (which shall not
constitute notice or service of process):


K&L Gates LLP


200 S. Biscayne Blvd., Suite 3900


Miami, FL 33131


Telephone:(305) 539-3306


Facsimile: (305) 358-7095


E-mail: clayton.parker@klgates.com


Attention:Clayton E. Parker, Esq.


 


If to the Transfer Agent:


Computershare Trust Company, N.A.


222 N. Pacific Coast Highway, 3rd Floor


El Segundo, CA 90245


Telephone:(818) 254-3164


Attention:Bridget Huerta


 


or at such other address, email
address and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written
notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of
receipt (A) given by the recipient of such notice, consent or other communication, (B) mechanically or electronically
generated by the sender’s facsimile machine or email account containing the time, date, and recipient facsimile number
or email address, as applicable, or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable
evidence of personal service, receipt by facsimile or email or receipt from a nationally recognized overnight delivery
service in accordance with clause (i), (ii) or (iii) above, respectively.


 






    -31-


     


    

 


(g)               
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their
respective successors and assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the
prior written consent of the Investor, including by merger or consolidation. The Investor may not assign its rights or obligations
under this Agreement.


 


(h)               
No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and, except as set forth in Section 9, is not for the benefit of, nor may any provision
hereof be enforced by, any other Person.


 


(i)                 
Publicity. The Company and the Operating Partnership shall afford the Investor and its counsel with the opportunity
to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration
to all such comments from the Investor or its counsel on, any press release, SEC filing or any other public disclosure by or on
behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions
contemplated thereby, not less than 24 hours prior to the issuance, filing or public disclosure thereof. The Investor must be provided
with a final version of any information related to Lincoln Park contained within such press release, SEC filing or other public
disclosure, at least 24 hours prior to any release, filing or use by the Company or the Operating Partnership thereof, or such
shorter time as is reasonably necessary. The Investor shall not make any public announcement or disclosure regarding this Agreement
and the transactions contemplated hereby without the prior written consent of the Company, except as may be required by applicable
law or pursuant to the terms of this Agreement.


 


(j)                
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts
and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party
may reasonably request in order to consummate and make effective, as soon as reasonably possible, the Commencement, and to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(k)               
No Financial Advisor, Placement Agent, Broker or Finder. Each of the Operating Partnership and the Company
represents and warrants to the Investor that it has not engaged any financial advisor, placement agent, broker or finder in connection
with the transactions contemplated hereby. The Investor represents and warrants to the Company that it has not engaged any financial
advisor, placement agent, broker or finder in connection with the transactions contemplated hereby. The Company shall be responsible
for the payment of any fees or commissions, if any, of any financial advisor, placement agent, broker or finder relating to or
arising out of the transactions contemplated hereby. The Operating Partnership and the Company, jointly and severally, shall pay,
and hold the Investor harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’
fees and out of pocket expenses) arising in connection with any such claim.


 


(l)                
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent, and no rules of strict construction will be applied against any party.


 






    -32-


     


    

 


(m)             
 Remedies, Other Obligations, Breaches and Injunctive Relief. The Investor’s remedies provided in this
Agreement, including, without limitation, the Investor’s remedies provided in Section 9, shall be cumulative and in
addition to all other remedies available to the Investor under this Agreement, at law or in equity (including a decree of specific
performance and/or other injunctive relief), no remedy of the Investor contained herein shall be deemed a waiver of compliance
with the provisions giving rise to such remedy and nothing herein shall limit the Investor’s right to pursue actual damages
for any failure by the Operating Partnership or the Company to comply with the terms of this Agreement. The parties acknowledge
that a breach by any party of its obligations hereunder will cause irreparable harm to the non-breaching party and that the remedy
at law for any such breach may be inadequate. The parties therefore agree that, in the event of any such breach or threatened breach,
the non-breaching party shall be entitled, in addition to all other available remedies, to an injunction restraining any breach,
without the necessity of showing economic loss and without any bond or other security being required.


 


(n)              
Enforcement Costs. If: (i) this Agreement is placed by the Investor in the hands of an attorney for enforcement
or is enforced by the Investor through any legal proceeding; (ii) an attorney is retained to represent the Investor in any bankruptcy,
reorganization, receivership or other proceedings affecting creditors’ rights and involving a claim under this Agreement;
or (iii) an attorney is retained to represent the Investor in any other proceedings whatsoever in connection with this Agreement,
then the Operating Partnership and the Company, jointly and severally, shall pay all reasonable costs and expenses including attorneys’
fees incurred in connection therewith to the party incurring such costs and expenses, as incurred, in addition to all other amounts
due hereunder.


 


(o)              
Amendment and Waiver; Failure or Indulgence Not Waiver. No provision of this Agreement may be amended other
than by a written instrument signed by both parties hereto and no provision of this Agreement may be waived other than in a written
instrument signed by the party against whom enforcement of such waiver is sought. No failure or delay in the exercise of any power,
right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right
or privilege preclude other or further exercise thereof or of any other right, power or privilege.


 


* * * * *


 






    -33-


     


    

 


IN WITNESS WHEREOF,
the Investor, the Company and the Operating Partnership have each caused this Purchase Agreement to be duly executed as of the
date first written above.


 


	 	THE COMPANY:
	 	 
	 	ASHFORD HOSPITALITY TRUST, INC.
	 	 
	 	By:	/s/ J. Robison Hays, III
	 	Name:	J. Robison Hays, III
	 	Title:	President and Chief Executive Officer



 


	 	THE OPERATING PARTNERSHIP:
	 	 
	 	ASHFORD HOSPITALITY LIMITED PARTNERSHIP
	 	 
	 	By:	Ashford OP General Partner LLC,
	 	 	its sole general partner
	 	 	 
	 	By:	Ashford Hospitality Trust, Inc.,
	 	 	its sole member



 


	 	By:	 /s/ Deric S. Eubanks
	 	 	Name: Deric S. Eubanks
	 	 	Title: Chief Financial Officer and Treasurer



 


	 	INVESTOR:
	 	 
	 	LINCOLN PARK CAPITAL FUND, LLC
	 	By:  LINCOLN PARK CAPITAL, LLC
	 	By:	 



 


	 	By:	/s/ Josh Scheinfeld
	 	Name:	Josh Scheinfeld
	 	Title:	President



 






    


     


    

 



 





Company’s Disclosure Schedule –
Schedule 4(a)(3)


 


	Common Stock (as of March 12, 2021)
	Issued Share Breakdown (as of March 12, 2021)
	Outstanding	 	 	103,356,082	 
	Treasury	 	 	1,702,637	 
	Issued	 	 	105,058,719	 
	Shareholder Authorized Share Breakdown (as of March 12, 2021)
	Issued	 	 	105,058,719	 
	Reserves	 	 	26,570,328	 
	Unallocated	 	 	268,370,953	 
	Total (Amount Authorized by Shareholders)	 	 	400,000,000	 



 


	8.45% Series D Cumulative Preferred Stock (as of March 12, 2021)
	Issued Share Breakdown (as of March 12, 2021)
	Outstanding	 	 	1,695,873	 
	Treasury	 	 	0	 
	Issued	 	 	1,695,873	 
	Shareholder Authorized Share Breakdown (as of March 12, 2021)
	Issued	 	 	1,695,873	 
	Reserves	 	 	0	 
	Unallocated	 	 	7,970,924	 
	Total (Amount Authorized by Shareholders)	 	 	9,666,797	 



 





	7.375% Series F Cumulative Preferred Stock
	Issued Share Breakdown (as of March 12, 2021)
	Outstanding	 	 	2,059,034	 
	Treasury	 	 	0	 
	Issued	 	 	2,059,034	 
	Shareholder Authorized Share Breakdown (as of March 12, 2021)
	Issued	 	 	2,059,034	 
	Reserves	 	 	0	 
	Unallocated	 	 	2,740,966	 
	Total (Amount Authorized by Shareholders)	 	 	4,800,000	 



 






    	 



    	 



    

 





	7.375% Series G Cumulative Preferred Stock (as of March 12, 2021)
	Issued Share Breakdown (as of March 12, 2021)
	Outstanding	 	 	3,492,734	 
	Treasury	 	 	0	 
	Issued	 	 	3,492,734	 
	Shareholder Authorized Share Breakdown (as of March 12, 2021)
	Issued	 	 	3,492,734	 
	Reserves	 	 	0	 
	Unallocated	 	 	3,407,266	 
	Total (Amount Authorized by Shareholders)	 	 	6,900,000	 



 


	7.50% Series H Cumulative Preferred Stock (as of March 12, 2021)
	Issued Share Breakdown (as of December 7, 2020)
	Outstanding	 	 	2,240,599	 
	Treasury	 	 	0	 
	Issued	 	 	2,240,599	 
	Shareholder Authorized Share Breakdown (as of March 12, 2021)
	Issued	 	 	2,240,599	 
	Reserves	 	 	0	 
	Unallocated	 	 	1,669,401	 
	Total (Amount Authorized by Shareholders)	 	 	3,910,000	 



 





	7.50% Series I Cumulative Preferred Stock (as of March 12, 2021)
	Issued Share Breakdown (as of March 12, 2021)
	Outstanding	 	 	2,193,543	 
	Treasury	 	 	0	 
	Issued	 	 	2,193,543	 
	Shareholder Authorized Share Breakdown (as of March 12, 2021)
	Issued	 	 	2,193,543	 
	Reserves	 	 	0	 
	Unallocated	 	 	4,016,457	 
	Total (Amount Authorized by Shareholders)	 	 	6,210,000	 









 









    	 



    	 



    

 


EXHIBITS


 


Exhibit
A       Form of Officer’s Certificate


Exhibit B       Form of Secretary’s
Certificate


 






    	 



    	 



    




 


EXHIBIT A


 


FORM OF OFFICER’S CERTIFICATE


 


This Officer’s
Certificate (“Certificate”) is being delivered pursuant to Section 8(e) of that certain Purchase Agreement
dated as of March 12, 2021, (“Purchase Agreement”), by and among ASHFORD HOSPITALITY TRUST, INC., a Maryland
corporation (the “Company”), ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership
(the “Operating Partnership”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”).
Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.


 


The undersigned, __________,
Chief Executive Officer ______________ of the ________, hereby certifies, on behalf of the Company and not in his individual capacity,
as follows:


 


1.                 
I am the __________________ of the _____________;


 


2.                 The
representations and warranties of the ______________ contained in the Purchase Agreement and the Registration Rights Agreement
are true and correct in all material respects (except to the extent that any of such representations and warranties is already
qualified as to materiality in Section 4 of the Purchase Agreement, in which case, such representations and warranties are true
and correct as so qualified) as of the date of the Purchase Agreement and as of the Commencement Date as though made at that time
(except for representations and warranties that speak as of a specific date, in which case such representations and warranties
are true and correct in all material respects as of such date);


 


3.                 The
_____________ has performed, satisfied and complied in all material respects with the covenants, agreements and conditions required
by the Transaction Documents to be performed, satisfied or complied with by the _______________ at or prior to the Commencement
Date, to the extent not otherwise waived.


 


4.                 The
__________ has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy
Law nor does the ____________ or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to
initiate involuntary bankruptcy or insolvency proceedings.


 






    	 



    	 



    

 


IN WITNESS WHEREOF,
I have hereunder signed my name on this ___ day of [____], 2021.


 


	 	
	 	Name: 
	 	Title: 




 


The undersigned as
Secretary of ___________________, a _____________, hereby certifies that _______________
is the duly elected, appointed, qualified and acting _________________ of the ____________, and that the signature appearing above
is his genuine signature.


 





	 	
	 	 	, Secretary





 






    	 



    	 



    

 








EXHIBIT B


 


FORM OF SECRETARY’S CERTIFICATE


 


This Secretary’s
Certificate (“Certificate”) is being delivered pursuant to Section 8(k) of that certain Purchase Agreement dated
as of March 12, 2021 (“Purchase Agreement”), by and among ASHFORD HOSPITALITY TRUST, INC., a Maryland
corporation (the “Company”), ASHFORD HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership
(the “Operating Partnership”), and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”),
pursuant to which the Company may sell to the Investor up to twenty million six hundred seventy-one thousand two hundred sixteen
(20,660,880) shares of the Company’s Common Stock, $0.01 par value per share (the “Common Stock”). Terms used
herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.


 


The undersigned, ___________,
Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:


 


1.                
I am the Secretary of the Company.


 


2.                
Attached hereto as Exhibit A and Exhibit B are true, correct and complete copies of the Company’s Bylaws,
as in effect as of the date hereof (“Bylaws”), and Certificate of Incorporation, as in effect as of the date
hereof (“Charter”), and no action has been taken by the Company, its directors, officers or stockholders, in
contemplation of the filing of any further amendment relating to or affecting the Bylaws or Charter.


 


3.                
Attached hereto as Exhibit C are true, correct and complete copies of the resolutions duly adopted by the Board of
Directors of the Company [at a telephonic meeting held on [______], 2021] [by unanimous written consent effective as of [______],
2021]. Such resolutions have not been amended, modified or rescinded and remain in full force and effect and such resolutions are
the only resolutions adopted by the Company’s Board of Directors or any other committee thereof, or the stockholders of the
Company relating to or affecting (i) the entering into and performance of the Purchase Agreement, or the issuance, offering and
sale of the Securities and (ii) and the performance of the Company of its obligation under the Transaction Documents as contemplated
therein.


 


4.                
As of the date hereof, the authorized, issued and reserved capital stock of the Company is as set forth on Exhibit D
hereto.


 






    	 



    	 



    

 





IN WITNESS WHEREOF,
I have hereunder signed my name on this ___ day of [____], 2021.


 


	 	
	 	 	, Secretary






 


The undersigned as Chief Executive Officer
and President of ASHFORD HOSPITALITY TRUST, INC., a Maryland corporation, hereby certifies that [______________] is the
duly elected, appointed, qualified and acting Secretary of ASHFORD HOSPITALITY TRUST, INC., and that the signature appearing
above is his genuine signature.


 





	 	
	 	Name: 
	 	Title: