Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of March 12, 2021, by and between ASHFORD HOSPITALITY
TRUST, INC., a Maryland corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an
Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms
used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between
the Company, the Buyer and the other parties thereto, dated as of the date hereof (as amended, restated, supplemented or otherwise
modified from time to time, the “Purchase Agreement”).


 


WHEREAS:


 


The Company has
the right, upon the terms and subject to the conditions of the Purchase Agreement, to sell and issue to the Buyer up to
twenty million six hundred sixty thousand eight hundred eighty (20,660,880) shares (the “Commitment
Amount”) of Purchase Shares and to induce the Buyer to enter into the Purchase Agreement, the Company has agreed to
provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder
(collectively, the “Securities Act”), and applicable state securities laws.


 


NOW, THEREFORE,
in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:


 


1.     DEFINITIONS.


 


As used in this Agreement,
the following terms shall have the following meanings:


 


a.       “Investor”
means the Buyer, any transferee or assignee thereof to whom the Buyer assigns its rights under this Agreement in accordance with
Section 9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof to
whom a transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to become
bound by the provisions of this Agreement.


 


b.       “Person”
means any individual or entity including but not limited to any corporation, a limited liability company, an association, a partnership,
an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.


 


c.       “Register,”
 “registered,” and “registration” refer to a registration effected by preparing and filing
one or more registration statements of the Company in compliance with the Securities Act and pursuant to Rule 415 under the Securities
Act or any successor rule providing for offering securities on a continuous basis (“Rule 415”), and the declaration
or ordering of effectiveness of such registration statement(s) by the United States Securities and Exchange Commission (the “SEC”).





 


d.       “Registrable
Securities” means all of the Securities that may, from time to time, be issued or become issuable to the Investor
under the Purchase Agreement (without regard to any limitation or restriction on purchases), and any and all shares of
capital stock issued or issuable with respect to the Purchase Shares or the Purchase Agreement as a result of any stock
split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on
purchases under the Purchase Agreement.


 






     


     


    

 


e.       “Registration
Statement” means one or more registration statements of the Company covering only the resale of the Registrable Securities.


 


2.     REGISTRATION.


 


a.       Mandatory
Registration. The Company shall, within ten (10) days from the date of this Agreement, file with the SEC an initial Registration
Statement covering the maximum number of Registrable Securities as the Company shall be permitted to be included thereon in accordance
with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor
under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both
the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate number of authorized
shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The initial Registration
Statement shall register only the Registrable Securities. The Investor and its counsel shall have a reasonable opportunity to review
and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus
prior to its filing with the SEC, and the Company shall give due consideration to all comments. The Investor acknowledges that
it will be identified in the initial Registration Statement as an underwriter within the meaning of Section 2(a)(11) of the Securities
Act and shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use reasonable
best efforts to have the Registration Statement and any amendment declared effective by the SEC as soon as practicable. The Company
shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities
Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the date
on which the Investor shall have resold all the Registrable Securities covered thereby and no Available Amount remains under the
Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements
thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were
made, not misleading; except during a Black Out Period (as defined in Section 10 of this Agreement).


 


b.       Rule
424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file with the SEC, pursuant
to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements, if any, to be used in connection with
resales of the Registrable Securities by the Buyer under the Registration Statement. The Investor and its counsel shall have a
reasonable opportunity to review and comment upon such prospectus prior to its filing with the SEC, and the Company shall give
due consideration to all comments. The Investor shall use its reasonable best efforts to provide any such comments within one (1)
Business Day from the date the Investor receives the final pre-filing version of such prospectus.


 


c.       Sufficient
Number of Shares Registered. In the event the number of shares available under the Registration Statement is insufficient to
cover all of the Registrable Securities, the Company shall amend the Registration Statement or file a new Registration Statement
(a “New Registration Statement”), so as to cover all of such Registrable Securities (subject to the limitations
set forth in Section 2(a)) as soon as practicable, but in any event not later than ten (10) Business Days after the necessity
arises, subject to any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act. The Company shall use
its commercially reasonable efforts to cause such amendment and/or New Registration Statement to become effective as soon as practicable
following the filing thereof.


 






     2


     


    

 





d.     Offering. If
the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration
Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement
to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices),
or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise
required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement,
then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with
the prior consent, which shall not be unreasonably withheld, delayed or conditioned, of the Investor and its legal counsel as to
the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration
Statement to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this
paragraph, the Company shall file one or more New Registration Statements in accordance with Section 2(c) until such time
as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus
contained therein is available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the
contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s
obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section
2(d).


 


3.     RELATED
OBLIGATIONS.


 


With respect to the
Registration Statement and whenever any Registrable Securities are to be registered pursuant to Section 2, including on
any New Registration Statement, the Company shall use its commercially reasonable efforts to effect the registration of the Registrable
Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following
obligations:


 


a.       The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to any Registration
Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule
424 promulgated under the Securities Act, as may be necessary to keep the Registration Statement or any New Registration Statement
effective at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act
with respect to the disposition of all Registrable Securities of the Company covered by the Registration Statement or any New Registration
Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods
of disposition by the Investor as set forth in such Registration Statement.


 


b.       The
Company shall permit the Investor to review and comment upon the Registration Statement or any New Registration Statement and all
amendments and supplements thereto (except for any Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K and any similar or successor reports) at least two (2) Business Days prior to their filing with the SEC, and not file
any document in a form to which Investor reasonably objects. The Investor shall use its commercially reasonable efforts to comment
upon the Registration Statement or any New Registration Statement and any amendments or supplements thereto within two (2) Business
Days from the date the Investor receives the final version thereof. The Company shall furnish to the Investor, without charge any
correspondence from the SEC or the staff of the SEC to the Company or its representatives relating to the Registration Statement
or any New Registration Statement.


 






     3


     


    

 


c.       Upon
request of the Investor, the Company shall furnish to the Investor, (i) promptly after the same is prepared and filed with
the SEC, at least one copy of such Registration Statement and any amendment(s) thereto, including financial statements and
schedules, all documents incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any Registration
Statement, a copy of the prospectus included in such Registration Statement and all amendments and supplements thereto (or
such other number of copies as the Investor may reasonably request) and (iii) such other documents, including copies of any
preliminary or final prospectus, as the Investor may reasonably request from time to time in order to facilitate the
disposition of the Registrable Securities owned by the Investor. For the avoidance of doubt, any filing available to the
Investor via the SEC’s live EDGAR system shall be deemed “furnished to the Investor” hereunder.


 


d.       The
Company shall use commercially reasonable efforts to (i) register and qualify the Registrable Securities covered by a Registration
Statement under such other securities or “blue sky” laws of such jurisdictions in the United States as the Investor
reasonably requests (unless an exemption from registration and qualification applies), (ii) prepare and file in those jurisdictions,
such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary
to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain
such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably
necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company
shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where
it would not otherwise be required to qualify but for this Section 3(d), (y) subject itself to general taxation in any such
jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify the
Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the
registration or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws
of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for
such purpose.


 


e.       As
promptly as practicable after becoming aware of such event or facts, the Company shall notify the Investor of the happening of
any event or existence of such facts as a result of which the prospectus included in any Registration Statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not misleading (provided that in no event
shall such notice contain any material, non-public information regarding the Company) and, subject to Section 10 of this
Agreement, prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and deliver
a copy of such supplement or amendment to the Investor (or such other number of copies as the Investor may reasonably request).
The Company shall also promptly notify the Investor in writing (i) when a prospectus or any prospectus supplement or post-effective
amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification
of such effectiveness shall be delivered to the Investor by email or facsimile on the same day of such effectiveness or by overnight
mail), (ii) of any request by the SEC for amendments or supplements to any Registration Statement or related prospectus or related
information, and (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement
would be appropriate.


 


f.       The
Company shall use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness
of any Registration Statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction
and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment
and to notify the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation
or threat of any proceeding for such purpose.


 






     4


     


    

 


g.       The
Company shall (i) cause all the Registrable Securities to be listed on each securities exchange on which securities of the
same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then
permitted under the rules of such exchange, or (ii) secure designation and quotation of all the Registrable Securities on the
Principal Market. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section
3.


 


h.       The
Company shall comply with Section 6 of the Purchase Agreement with respect to the issuance of Registrable Securities.


 


i.       The
Company shall at all times provide a transfer agent and registrar with respect to its Common Stock.


 


j.       If
reasonably requested by the Investor, the Company shall (i) as soon as practicable after receipt of written notice from the Investor,
incorporate in a prospectus supplement or post-effective amendment such information as the Investor reasonably believes necessary
to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information
with respect to the number of Registrable Securities being sold, the purchase price being paid therefor and any other terms of
the offering of the Registrable Securities; (ii) make all required filings of such prospectus supplement or post-effective amendment
as soon as practicable after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;
and (iii) supplement or make amendments to any Registration Statement.


 


k.       The
Company shall use its commercially reasonable efforts to cause the Registrable Securities covered by any Registration Statement
to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition
of such Registrable Securities.





l.       On
the date any Registration Statement which includes the Registrable Securities is declared effective by the SEC, the Company shall
cause its legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Investor)
an opinion confirming that such Registration Statement has been declared effective by the SEC in such form acceptable to the Transfer
Agent. Thereafter, if reasonably requested by the Buyer at any time, the Company (acting directly or through its counsel) shall
deliver to the Buyer, which may be via e-mail, a written confirmation whether or not the effectiveness of such Registration Statement
has lapsed at any time for any reason (including, without limitation, the issuance of a stop order by the SEC) and whether or not
the Registration Statement is available to the Buyer for sale of all of the Registrable Securities.


 


m.       Company
agrees to take all other reasonable actions as necessary and reasonably requested in writing by the Investor to expedite and facilitate
disposition by the Investor of the Registrable Securities pursuant to any Registration Statement.


 


4.     OBLIGATIONS
OF THE INVESTOR.


 


a.       The
Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection
with any Registration Statement hereunder. The Investor shall as soon as practicable furnish to the Company such information regarding
itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as
shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection
with such registration as the Company may reasonably request.


 


b.       The
Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing
of any Registration Statement hereunder and any amendments and supplements thereto.





 






     5


     


    

 


c.       The
Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind
described in Section 3(f) or the first sentence of 3(e), the Investor will immediately discontinue disposition of Registrable
Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of
the copies of a notice regarding the resolution or withdrawal of the stop order or suspension as contemplated by Section 3(f)
or the supplemented or amended prospectus as contemplated by the first sentence of 3(e). Notwithstanding anything to the
contrary, the Company shall cause its transfer agent to promptly deliver shares of Common Stock without any restrictive legend
in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which
an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company to the Investor
of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for
which the Investor has not yet settled.


 


d.       During
a Black Out Period (as defined in Section 10), the Investor shall not sell, offer for sell or otherwise dispose of Registrable
Securities. 


 


5.     EXPENSES
OF REGISTRATION.


 


All reasonable expenses,
other than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections
2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees,
and fees and disbursements of counsel for the Company, shall be paid by the Company.


 


6.     INDEMNIFICATION.


 


a.       To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor,
each Person, if any, who controls the Investor, the members, directors, officers, partners, employees, agents, managers, and
representatives of the Investor and each Person, if any, who controls the Investor within the meaning of the Securities Act
or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each, an “Indemnified
Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable
attorneys’ fees, amounts paid in settlement or reasonable expenses, joint or several, (collectively,
 “Claims”) reasonably incurred in investigating, preparing or defending any action, claim, suit, inquiry,
proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other
regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party
thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or
actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue
statement or alleged untrue statement of a material fact in the Registration Statement, any New Registration Statement or any
post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the
securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered
(“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of
a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or
supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the
statements made therein, in light of the circumstances under which the statements therein were made, not misleading, (iii)
any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including, without
limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable
Securities pursuant to the Registration Statement or any New Registration Statement or (iv) any material violation by the
Company of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively,
 “Violations”). The Company shall reimburse each Indemnified Person promptly as such expenses are incurred
and are due and payable, for any reasonable and documented legal fees or other reasonable expenses incurred by them in
connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the
indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person
arising out of or based upon a Violation which occurs in reliance upon and in conformity with information about the Investor
furnished in writing to the Company by such Indemnified Person expressly for use in connection with the preparation of the
Registration Statement, any New Registration Statement or any such amendment thereof or supplement thereto or
prospectus contained therein, if such Registration Statement, New Registration Statement or amendment thereof or supplement
thereto or prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e); (ii)
with respect to any superseded prospectus, shall not inure to the benefit of any Indemnified Person from whom the Indemnified
Person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any
person controlling such Indemnified Person) if the untrue statement or omission of material fact contained in the superseded
prospectus was corrected in the revised prospectus, as then amended or supplemented, if such revised prospectus was timely
made available by the Company pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was promptly advised in
writing not to use the incorrect prospectus prior to the use giving rise to a violation and such Indemnified Person,
notwithstanding such advice, used it; (iii) shall not be available to the extent such Claim is based on a failure of the
Investor to deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus was timely
made available by the Company pursuant to Section 3(c) or Section 3(e); and (iv) 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, delayed or conditioned. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the rights
and obligations hereunder pursuant to Section 9.


 






     6


     


    

 


b.       In
connection with the Registration Statement or any New Registration Statement, the Investor agrees to indemnify, hold harmless and
defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each
of its officers who signs the Registration Statement or any New Registration Statement, each Person, if any, who controls the Company
within the meaning of the Securities Act or the Exchange Act (collectively and together with an Indemnified Person, an “Indemnified
Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act,
the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each
case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information
about the Investor set forth on Exhibit B attached hereto and furnished to the Company by the Investor expressly for use
in connection with such Registration Statement (as such information about the Investor may be updated and furnished to the Company
by the Investor expressly for use in connection with any New Registration Statement or prospectus); and, subject to Section
6(d), the Investor will reimburse any legal or other expenses reasonably incurred by any Indemnified Party in connection with
investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b) and the
agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim
if such settlement is effected without the prior written consent of the Investor, which consent shall not be unreasonably withheld,
delayed or conditioned; provided, further, however, that the Investor shall be liable under this Section 6(b) for only that
amount of a Claim or Indemnified Damages as does not exceed the net proceeds to the Investor as a result of the sale of Registrable
Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investor pursuant
to Section 9.


 






     7


     


    

 





c.       Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action
or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party
shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying
party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to
the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of
the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified
Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its
own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained
by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying
party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party
and any other party represented by such counsel in such proceeding. The Indemnified Party or Indemnified Person shall cooperate
fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying
party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified
Person which relates to such action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person reasonably
apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable
for any settlement of any action, claim or proceeding effected without its written consent, provided, however, that the indemnifying
party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the
Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which
does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified
Person of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder,
the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third
parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice
to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party
of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying
party is prejudiced in its ability to defend such action.


 


d.       The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of
the investigation or defense, as and when bills are received or Indemnified Damages are incurred.


 


e.       The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party
or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject
to pursuant to applicable law.


 


7.     CONTRIBUTION.


 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided,
however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent
misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of
proceeds received by such seller from the sale of such Registrable Securities.


 






     8


     


    

 



 


	 	8.	REPORTS AND
DISCLOSURE UNDER THE SECURITIES ACT.




 


With a view to making
available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation
of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule
144”), the Company agrees, at the Company’s sole expense, so long as the Investor owns Registrable Securities to:


 


a.       make
and keep public information available, as those terms are understood and defined in Rule 144;


 


b.       file
with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange
Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required
for the applicable provisions of Rule 144;


 


c.       furnish
to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company
that it has complied with the reporting and or disclosure provisions of Rule 144, the Securities Act and the Exchange Act, (ii)
a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company,
and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule
144 without registration; and


 


d.       take
such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant
to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions
to the Company’s Transfer Agent as may be reasonably requested from time to time by the Investor and otherwise reasonably
cooperate with Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.


 


The Company agrees that
damages may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that Investor shall,
whether or not it is pursuing any remedies at law, be entitled to seek equitable relief in the form of a preliminary or permanent
injunction, without having to post any bond or other security, upon any breach or threatened breach of any such terms or provisions.


 


		9.	ASSIGNMENT OF REGISTRATION RIGHTS.



 


The Company shall not
assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor; provided, however,
that any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company
remains the surviving entity immediately after such transaction shall not be deemed an assignment. The Investor may not assign
its rights under this Agreement without the prior written consent of the Company, other than to an affiliate of the Investor controlled
by Jonathan Cope or Josh Scheinfeld, in which case the assignee must agree in writing to be bound by the terms and conditions of
this Agreement.


 






    9 


     


    

 


	 	10.	SUSPENSION OF REGISTRATION RIGHTS




 


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


 


b.       In
the event that the Company determines that there is a need for a Black Out Period and if the Black Out Period continues for more
than 30 consecutive days, the Company shall pay to the Investor an amount in cash equal to the product of 0.000167, multiplied
by the Commitment Amount, multiplied by the Closing price on the date hereof, for each day of a Black Out Period in excess of 30
consecutive days (the “Black Out Fee”) on or before 10 Business Days following the termination of the Black
Out Period. For the purposes of this section, the Black Out Fee shall be calculated based on the period of calendar days beginning
on the date of the Company’s notification to the Investor to suspend use of a Registration Statement pursuant to Section
10(a) of this Agreement, and ending on the date of notification of the termination of the Black Out Period pursuant to Section
10(c) of this Agreement.


 


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


 


 


	 	11.	AMENDMENT OF REGISTRATION RIGHTS.




 


No provision of this
Agreement may be amended or waived by the parties from and after the date that is one (1) Business Day immediately preceding the
initial filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence, no provision of this
Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than in a written
instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or
remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver
thereof.


 


	 	12.	MISCELLANEOUS.




 


a.       A
Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable
Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the
same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered
owner of such Registrable Securities.


 






    10 


     


    

 


b.       Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be
in writing and will be deemed to have been delivered:


 


(i) upon receipt, when delivered personally;
(ii) upon receipt, when sent by facsimile or email (provided confirmation of transmission is mechanically or electronically generated
and kept on file by the sending party); or (iii) one (1) 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:


 


	 	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 or jcope@lpcfunds.com
	 	Attention:	Josh Scheinfeld or Jonathan Cope




 


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


 


	 	K&L Gates, LLP
	 	200 S. Biscayne Blvd., Ste. 3900
	 	Miami, Florida 33131
	 	Telephone:	305.539.3306
	 	Facsimile:	305.358.7095
	 	E-mail:	clayton.parker@klgates.com
	 	Attention:	Clayton E. Parker, Esq.




 


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 at least three (3) Business Days prior to the effectiveness of such change. Written
confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically
or electronically generated by the sender’s facsimile machine or email account containing the time, date, 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, email or receipt from a nationally recognized
overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 






    11 


     


    

 


c.       All
other questions concerning the construction, validity, enforcement and interpretation of this Agreement 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 in connection herewith 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. 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. 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.


 


d.       This
Agreement and the Purchase Agreement constitute the entire agreement among the parties hereto with respect to the subject matter
hereof and thereof. There are no restrictions, promises, warranties or undertakings among the parties hereto, other than those
set forth or referred to herein and therein. This Agreement and the Purchase Agreement supersede all prior agreements and understandings
among the parties hereto with respect to the subject matter hereof and thereof.


 


e.       Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the successors and permitted
assigns of each of the parties hereto.


 


f.       The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


g.       This
Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission
or by e-mail in a “.pdf” format data file of a copy of this Agreement bearing the signature of the party so delivering
this Agreement.


 


h.       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 carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


i.       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.


 






    12 


     


    

 





j.       This
Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is not for
the benefit of, nor may any provision hereof be enforced by, any other Person.


 


	 	13.	TERMINATION.




 


The obligations of
the Company contained in Sections 2, 3, 5, 8 and 10 of this Agreement shall terminate in their entirety upon the earlier of (i)
the date on which the Investor shall have sold all the Securities and no Available Amount remains under the Purchase Agreement
and (ii) 180 days following the earlier of (A) the Maturity Date and (B) the date of termination of the Purchase Agreement; provided
that as long as any Securities remain unsold by the Investor, the Company must make available “current public information”
pursuant to Rule 144 promulgated under the Securities Act until the Investor may sell the Securities thereunder without any restrictions
(including any restrictions under Rule 144(c) or Rule 144(i)).


 



    13 


     


    




 


* * * * * *


 


IN WITNESS WHEREOF,
the parties have caused this Registration Rights Agreement to be duly executed as of day and year first above written.





 


	 	THE COMPANY:




 


	 	ASHFORD HOSPITALITY TRUST, INC.




 


	 	By:	/s/ J. Robinson Hays, III
	 	Name:	 J. Robison Hays, III
	 	Title:	President and Chief Executive Officer




 


	 	BUYER:




 


	 	LINCOLN PARK CAPITAL FUND, LLC




	 	BY: LINCOLN PARK CAPITAL, LLC




	 	BY: 




 


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




 






    14 


     


    

 


EXHIBIT A





 


TO REGISTRATION RIGHTS AGREEMENT


 


Information About The Investor Furnished
To The Company By The Investor 


Expressly For Use In Connection With
The Registration Statement





 


Information With Respect to Lincoln
Park Capital


 


“As of the date
of the Purchase Agreement, Lincoln Park Capital Fund, LLC, beneficially owned 0 shares of our common stock. Josh Scheinfeld and
Jonathan Cope, the Managing Members of Lincoln Park Capital, LLC, the manager of Lincoln Park Capital Fund, LLC, are deemed to
be beneficial owners of all of the shares of common stock owned by Lincoln Park Capital Fund, LLC. Messrs. Cope and Scheinfeld
have shared voting and investment power over the shares being offered under the prospectus filed with the SEC in connection with
the transactions contemplated under the Purchase Agreement. Lincoln Park Capital, LLC is not a licensed broker dealer or an affiliate
of a licensed broker dealer.”