Exhibit 10.1


 


AMENDMENT NO. 9


TO


SEVENTH AMENDED AND RESTATED


AGREEMENT OF LIMITED PARTNERSHIP


OF


ASHFORD HOSPITALITY LIMITED PARTNERSHIP


 


July 16, 2021


 


This Amendment No. 9
to the Seventh Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership (this “Amendment”)
is made as of July 16, 2021, by Ashford OP General Partner LLC, a Delaware limited liability company, as general partner (the “General
Partner”) of Ashford Hospitality Limited Partnership, a Delaware limited partnership (the “Partnership”),
pursuant to the authority granted in Section 11.1(b) of Seventh Amended and Restated Agreement of Limited Partnership
of Ashford Hospitality Limited Partnership, dated April 14, 2016, as amended by Amendment No. l thereto dated as of July 13,
2016, Amendment No. 2 thereto dated October 18, 2016, Amendment No. 3 thereto dated as of August 25, 2017, Amendment
No. 4 thereto dated as of November 17, 2017, Amendment No. 5 thereto dated as of December 13, 2017, Amendment No. 6
thereto dated as of February 26, 2019, Amendment No. 7 thereto dated as of July 15, 2020 and Amendment No. 8 thereto
dated as of December 9, 2020 (the “Partnership Agreement”), for the purpose of changing and reclassifying
Partnership Units. Capitalized terms used and not defined herein shall have the meanings set forth in the Partnership Agreement.


 


WHEREAS, the Board of Directors
of Ashford Hospitality Trust, Inc. (the “Corporation”) and a duly authorized committee thereof each adopted
resolutions on June 28, 2021 (i) changing and reclassifying each of the shares of common stock, par value $0.01 per share (“Common
Stock”), of the Corporation, which is issued and outstanding at the close of business on the effective date of this amendment,
into one-tenth of a share of Common Stock (par value $0.01 per share) and (ii) transferring from the common stock account to the
additional paid-in capital account $0.01 with respect to each share which will no longer remain outstanding after this change and reclassification,
such change, reclassification and combination to be made as a 1-for-10 (the “Split Ratio”) reverse stock split,
and that no fractional shares of Common Stock will be or remain issued to any stockholder who, after giving effect to such reverse stock
split, would otherwise have owned any fraction of a share of Common Stock and, if such reverse stock split would result in a fractional
number of shares of Common Stock, such fractional share shall be rounded down to the nearest full share and the Corporation shall pay
the holder otherwise entitled to such fraction a sum in cash in an amount equal to the relevant percentage of the amount received per
share upon the sale in one or more open market transactions of the aggregate of all such fractional shares (the “Reverse Stock
Split”);


 


WHEREAS, Section 11.1(b) of
the Partnership Agreement permits the General Partner to amend the Partnership Agreement without the approval of any other Partner if
such amendment is to amend and restate Exhibit A thereto;


 


WHEREAS, the General Partner
has determined that, in connection with the Reverse Stock Split, it is necessary and desirable to amend the Partnership Agreement to change
and reclassify the issued and outstanding Partnership Units consistent with the Split Ratio (the “Reverse Unit Split”);
and


 






     


     


    

 


WHEREAS, the General Partner
desires to so amend the Partnership Agreement as of the date first set forth above.


 


NOW, THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the General
Partner hereby amends the Partnership Agreement as follows:


 


1.      The
Partnership Agreement is hereby amended to replace Exhibit A thereto with a revised Exhibit A to reflect the Reverse
Unit Split.


 


2.      Except
as modified herein, all terms and conditions of the Partnership Agreement shall remain in full force and effect, which terms and conditions
the General Partner hereby ratifies and confirms.


 


3.      This
Amendment shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to conflicts
of law.


 


4.      If
any provision of this Amendment is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability
of the remaining provisions contained herein shall not be affected thereby.


 


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left blank.)


 






     


     


    

 


IN WITNESS WHEREOF, the undersigned
has executed this Amendment as of the date first set forth above.


 


	 	GENERAL PARTNER:
	 	 
	 	Ashford OP General Partner LLC,
	 	a Delaware limited liability company, as General
Partner of Ashford Hospitality Limited Partnership



 


		By:	/s/ Alex Rose
	 	Name:	Alex Rose
	 	Title:	Executive Vice President, General Counsel and Secretary



 


Signature Page to Amendment
No. 9 to Seventh Amended and Restated LP Agreement of Ashford Hospitality Limited Partnership