Exhibit 10.1


 


PURCHASE AGREEMENT


 


THIS PURCHASE AGREEMENT
(the “Agreement”), dated as of December 7, 2020, 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 Forty Million Dollars ($40,000,000) 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) 200% 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, Forty Million Dollars ($40,000,000) in the aggregate, 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).


 


(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 10,598,099 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.


 


(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.


 






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(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. 10,598,099 shares of Common Stock (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, 2019, 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.


 






    -17-


     


    

 


(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.


 






    -18-


     


    

 


(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.


 






    -19-


     


    

 


(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.


 






    -20-


     


    

 



 


(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 190,840 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.


 






    	 	-21-	 



     


    

 


(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].


 






    	 	-22-	 



     


    

 


(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.


 


(l)             Limitation
on Financings. From and after the date of this Agreement until the six month anniversary of the date on which the Company
directs the Investor to purchase the full Available Amount as provided herein, 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; provided,
however, that if the Principal Market has informed the Company that it will not provide approval for the listing of additional
securities under a similar “equity line” product with the Investor absent shareholder approval, then the Company may
enter in an “equity line” or similar transaction at any time after the Company has directed the Investor to purchase
the full Available Amount as provided herein with any Person other than a single Person previously identified by the Investor;
provided, further, however, that this Section 5(l) shall not be deemed to prohibit the issuance
of Common Stock pursuant to an “at-the-market offering” by the Company exclusively through a registered broker-dealer
acting as agent of the Company pursuant to a written agreement between the Company and such registered broker-dealer. The Investor
shall be entitled to seek injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition
to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required.


 


		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.


 






    	 	-23-	 



     


    

 


(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.


 


		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;


 






    	 	-24-	 



     


    

 


(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;


 


(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;


 






    	 	-25-	 



     


    

 


(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, 10,598,099 shares of Common Stock;


 


(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;


 


(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


 








    	 	-26-	 



     


    

 


(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.


 


		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.


 








    	 	-27-	 



     


    

 


		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);


 


(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;


 






    	 	-28-	 



     


    

 


(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.


 


		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 March 31, 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


 






    	 	-29-	 



     


    

 


(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.


 


		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.


 






    	 	-30-	 



     


    







 


(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.


 


(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 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.



 






    	 	-31-	 



     


    

 


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.


 


(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.


 






    	 	-32-	 



     


    

 


(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.


 


(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: ROCKLEDGE CAPITAL CORPORATION
	 	 
	 	By: 	/s/ Josh Scheinfeld
	 	Name: 	Josh Scheinfeld
	 	Title: 	President



 






    	 		 



     


    

 


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


 


	Common Stock (as of December 7, 2020)
	Issued Share Breakdown (as of December 7, 2020)
	 
	Outstanding	 	 	53,017,008	 
	Treasury	 	 	1,697,309	 
	Issued	 	 	54,714,317	 



 


	Shareholder Authorized Share Breakdown (as of December 7, 2020)
	 
	Issued	 	 	54,714,317	 
	Reserves	 	 	4,891,437	 
	Unallocated	 	 	340,394,246	 
	Total (Amount Authorized by Shareholders)	 	 	400,000,000	 



 


	8.45% Series D Cumulative Preferred Stock (as of December 7, 2020)
	Issued Share Breakdown (as of December 7, 2020)
	 
	Outstanding	 	 	1,814,011	 
	Treasury	 	 	0	 
	Issued	 	 	1,814,011	 



 


	Shareholder Authorized Share Breakdown (as of December 7, 2020)
	 
	Issued	 	 	1,814,011	 
	Reserves	 	 	0	 
	Unallocated	 	 	7,852,786	 
	Total (Amount Authorized by Shareholders)	 	 	9,666,797	 



 


	7.375% Series F Cumulative Preferred Stock
	Issued Share Breakdown (as of December 7, 2020)
	 
	Outstanding	 	 	3,045,262	 
	Treasury	 	 	0	 
	Issued	 	 	3,045,262	 



 


	Shareholder Authorized Share Breakdown (as of December 7, 2020)
	 
	Issued	 	 	3,045,262	 
	Reserves	 	 	0	 
	Unallocated	 	 	1,754,738	 
	Total (Amount Authorized by Shareholders)	 	 	4,800,000	 



 






    	 		 



     


    

 


	7.375% Series G Cumulative Preferred Stock (as of December 7, 2020)
	Issued Share Breakdown (as of December 7, 2020)
	 
	Outstanding	 	 	4,537,187	 
	Treasury	 	 	0	 
	Issued	 	 	4,537,187	 



 


	Shareholder Authorized Share Breakdown (as of December 7, 2020)
	 
	Issued	 	 	4,537,187	 
	Reserves	 	 	0	 
	Unallocated	 	 	2,362,813	 
	Total (Amount Authorized by Shareholders)	 	 	6,900,000	 



 


	7.50% Series H Cumulative Preferred Stock (as of December 7, 2020)
	Issued Share Breakdown (as of December 7, 2020)
	 
	Outstanding	 	 	2,770,974	 
	Treasury	 	 	0	 
	Issued	 	 	2,770,974	 



 


	Shareholder Authorized Share Breakdown (as of December 7, 2020)
	 
	Issued	 	 	2,770,974	 
	Reserves	 	 	0	 
	Unallocated	 	 	1,139,026	 
	Total (Amount Authorized by Shareholders)	 	 	3,910,000	 



 


	7.50% Series I Cumulative Preferred Stock (as of December 7, 2020)
	Issued Share Breakdown (as of December 7, 2020)
	 
	Outstanding	 	 	3,542,253	 
	Treasury	 	 	0	 
	Issued	 	 	3,542,253	 



 


	Shareholder Authorized Share Breakdown (as of December 7, 2020)
	 
	Issued	 	 	3,542,253	 
	Reserves	 	 	0	 
	Unallocated	 	 	2,667,747	 
	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 December 7, 2020, (“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 [____], 2020.


 


		 	 
	 	 	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 December 7, 2020 (“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 Forty Million Dollars ($40,000,000) 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 [______], 2020] [by unanimous written consent effective as of [______], 2020].
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 [____], 2020.


 





		 	 
	 	 	_______________, 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: