EXHIBIT 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 21, 2021, by and between BRAEMAR
HOTELS & RESORTS INC., a Maryland corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC,
an Illinois limited liability company (together with its permitted assigns, the “Investor”).  Capitalized terms
used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the
parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase
Agreement”).


 


WHEREAS:


 


A.         Upon
the terms and subject to the conditions of the Purchase Agreement, (i) the Company has agreed to issue to the Investor, and the Investor
has agreed to purchase, up to Thirty-Five Million Dollars ($35,000,000) of the Company's common stock, par value $0.01 per share
(the “Common Stock”), pursuant to the Purchase Agreement (such shares, the “Purchase Shares”), and
(ii) the Company has agreed to issue to the Investor upon the execution of the Purchase Agreement such number of shares of Common
Stock as set forth in the Purchase Agreement (the “Commitment Shares”); and


 


B.         To
induce the Investor to enter into the Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities
Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “Securities
Act”), and applicable state securities laws.


 


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


 


		1.	DEFINITIONS.



 


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


 


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


 


(b)            “Registrable
Securities” means the Purchase Shares (including the Initial Purchase Shares) that may from time to time be issued or issuable
to the Investor upon purchases of the Available Amount under the Purchase Agreement (without regard to any limitation or restriction on
purchases), the Commitment Shares issued or issuable to the Investor, and any Common Stock issued or issuable with respect to the Purchase
Shares, the Commitment Shares or the Purchase Agreement as a result of any stock split, stock dividend, recapitalization, exchange or
similar event, without regard to any limitation on purchases under the Purchase Agreement.


 


(c)          “Registration
Statement” means the Shelf Registration Statement and any other registration statement of the Company that Registers Registrable
Securities, including a New Registration Statement, as amended when each became effective, including all documents filed as part thereof
or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC.


 






     


     


    

 


(d)            “Shelf
Registration Statement” means the Company’s existing registration statement on Form S-3 (File No. 333-254588).


 


		2.	REGISTRATION.



 


(a)            Mandatory
Registration.  The Company agrees that it shall, on the date hereof, file with the SEC the Initial Prospectus Supplement
pursuant to Rule 424(b) under the Securities Act specifically relating to the transactions contemplated by, and describing the
material terms and conditions of, the Transaction Documents, containing information previously omitted at the time of effectiveness of
the Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions
contemplated hereby required to be disclosed in the Registration Statement and the Prospectus as of the date of the Initial Prospectus
Supplement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution”
in the Prospectus. The Investor acknowledges that it will be identified in the Initial Prospectus Supplement as an underwriter within
the meaning of Section 2(a)(11) of the Securities Act. The Company shall have permitted the Investor to review and comment upon the
Initial Prospectus Supplement at least two (2) Business Days prior to its filing with the SEC, the Company shall have given due consideration
to all such comments, and the Company shall not file the Initial Prospectus Supplement with the SEC in a form to which the Investor reasonably
objects. The Investor shall furnish to the Company such information regarding itself, the Securities held by it and the intended method
of distribution thereof, including any arrangement between the Investor and any other Person relating to the sale or distribution of the
Securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Initial Prospectus Supplement,
and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of
the Initial Prospectus Supplement with the SEC.


 


(b)            Effectiveness.
The Company shall use its commercially reasonable efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated
under the Securities Act, and to keep the Registration Statement and the Prospectus current and available for issuances and sales of all
possible Registrable Securities by the Company to the Investor, and for the resale of all of the Registrable Securities by the Investor,
at all times until the earlier of (i) the date on which the Investor shall have sold all the Securities and no Available Amount remains
under this Agreement and (ii) 180 days following the earlier of termination of this Agreement and the Maturity Date (the "Registration
Period"). Without limiting the generality of the foregoing, during the Registration Period, the Company shall (a) take all
action necessary to cause the Common Stock to continue to be Registered as a class of securities under Section 12(b) of the
Exchange Act and shall not take any action or file any document (whether or not permitted by the Exchange Act) to terminate or suspend
such registration and (b) file or furnish on or before their respective due dates all reports and other documents required to be
filed or furnished by the Company pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act,
and shall not take any action or file any document (whether or not permitted by the Exchange Act) to terminate or suspend its reporting
and filing obligations under the Exchange Act. The Registration Statement (including any amendments or supplements thereto and prospectuses
contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading.


 






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(c)          Prospectus
Amendments or Supplements. Except as provided in this Agreement and other than periodic and current reports required to be
filed pursuant to the Exchange Act, the Company shall not file with the SEC any amendment to the Registration Statement or any supplement
to the Base Prospectus that refers to the Investor, the Transaction Documents or the transactions contemplated thereby (including, without
limitation, any Prospectus Supplement filed in connection with the transactions contemplated by the Transaction Documents), in each case
with respect to which (a) the Investor shall not previously have been advised and afforded the opportunity to review and comment
thereon at least two (2) Business Days prior to filing with the SEC, as the case may be, (b) the Company shall not have given
due consideration to any comments thereon received from the Investor or its counsel, or (c) the Investor shall reasonably object,
unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus
to comply with the Securities Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event
later than 24 hours) so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment upon any
disclosure referring to the Investor, the Transaction Documents or the transactions contemplated thereby, as applicable, and the Company
shall expeditiously furnish to the Investor a copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the
Investor, the Prospectus is required to be delivered in connection with any acquisition or sale of Securities by the Investor, the Company
shall not file any Prospectus Supplement with respect to the Securities without furnishing to the Investor as many copies of such Prospectus
Supplement, together with the Prospectus, as the Investor may reasonably request.


 


(d)            Sufficient
Number of Shares Registered.  In the event the number of shares available under the Shelf Registration Statement at any time
is insufficient to cover the Registrable Securities, or for any reason the Shelf Registration Statement ceases to be effective, the Company
shall, to the extent necessary and permissible, amend the Shelf Registration Statement or file a new registration statement (together
with any prospectuses or prospectus supplements thereunder, a “New Registration Statement”), so as to cover all of
such Registrable Securities as soon as reasonably practicable, but in any event not later than ten (10) Business Days after the necessity
therefor arises, subject to any limits that may be imposed by the SEC pursuant to Rule 415 promulgated under the Securities Act.
The Company shall permit the Investor to review and comment upon any such New Registration Statement at least two (2) Business Days
prior to its filing with the SEC, and the Company shall give due consideration to all such comments.  The Company shall use its commercially
reasonable efforts to have such amendment and/or New Registration Statement become effective as soon as reasonably practicable following
the filing thereof.


 


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


 






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		3.	RELATED OBLIGATIONS.



 


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


 


(a)          Notifications.
The Company will notify the Investor promptly of the time when any subsequent amendment to the Shelf Registration Statement or any New
Registration Statement, other than documents incorporated by reference, has been filed with the SEC and/or has become effective or where
a receipt has been issued therefor or any subsequent supplement to a Prospectus has been filed and of any request by the SEC for any amendment
or supplement to the Registration Statement, any New Registration Statement or any Prospectus or for additional information.


 


(b)          Amendments.
The Company will prepare and file with the SEC, promptly upon the Investor’s request, any amendments or supplements to the Shelf
Registration Statement, any New Registration Statement or any Prospectus, as applicable, that, in the reasonable opinion of the Investor
and the Company, may be necessary or advisable in connection with any acquisition or sale of Registrable Securities by the Investor (provided,
however, that the failure of the Investor to make such request shall not relieve the Company of any obligation or liability hereunder).


 


(c)            Investor
Review. The Company will not file any amendment or supplement to the Registration Statement, any New Registration Statement or any
Prospectus, other than documents incorporated by reference, relating to the Investor, the Registrable Securities or the transactions contemplated
hereby unless (A) the Investor shall have been advised and afforded the opportunity to review and comment thereon at least two (2) Business
Days prior to filing with the SEC, (B) the Company shall have given due consideration to any comments thereon received from the Investor
or its counsel, and (C) the Investor has not reasonably objected thereto (provided, however, that the failure of the Investor to
make such objection shall not relieve the Company of any obligation or liability hereunder), and the Company will furnish to the Investor
at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration
Statement or any Prospectus, except for those documents available via EDGAR.


 


(d)            Form S-3.
The Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with
the SEC as required pursuant to the rules of Form S-3.


 


(e)           Copies
Available. The Company will furnish to the Investor and its counsel (at the expense of the Company) copies of the Registration Statement,
the Prospectus (including all documents incorporated by reference therein), any Prospectus Supplement, any New Registration Statement
and all amendments and supplements to the Registration Statement, the Prospectus or any New Registration Statement that are filed with
the SEC during the Registration Period (including all documents filed with or furnished to the SEC during such period that are deemed
to be incorporated by reference therein), in each case as soon as reasonably practicable upon the Investor’s request and in such
quantities as the Investor may from time to time reasonably request and, at the Investor’s request, will also furnish copies of
the Prospectus to each exchange or market on which sales of the Registrable Securities may be made; provided, however, that the Company
shall not be required to furnish any document (other than the Prospectus) to the Investor to the extent such document is available on
EDGAR.


 


(f)            Qualification.
The Company shall take all such action, if any, as is reasonably necessary in order to obtain an exemption for or to qualify (i) the
issuance of the Commitment Shares and the sale of the Purchase Shares to the Investor under this Agreement and (ii) any subsequent
resale of all Commitment Shares and all Purchase Shares 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 during the Registration Period, and
shall provide evidence of any such action so taken to the Investor. During the Registration Period, the Company shall promptly notify
the Investor of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of
any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States
or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.


 






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(g)            Notification
of Stop Orders; Material Changes. The Company shall advise the Investor promptly (but in no event later than 24 hours) and shall confirm
such advice in writing, in each case: (i) of the Company’s receipt of notice of any request by the SEC or any other federal
or state governmental authority for amendment of or a supplement to the Registration Statement or any Prospectus or for any additional
information; (ii) of the Company’s receipt of notice of the issuance by the SEC or any other federal or state governmental
authority of any stop order suspending the effectiveness of the Registration Statement or prohibiting or suspending the use of the Prospectus
or Prospectus Supplement, or any New Registration Statement, or of the Company’s receipt of any notification of the suspension of
qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or contemplated initiation of any
proceeding for such purpose; and (iii) of the Company becoming aware of the happening of any event, which makes any statement of
a material fact made in the Registration Statement or any Prospectus untrue or which requires the making of any additions to or changes
to the statements then made in the Registration Statement or any Prospectus in order to state a material fact required by the Securities
Act to be stated therein or necessary in order to make the statements then made therein (in the case of any Prospectus, in light of the
circumstances under which they were made) not misleading, or of the necessity to amend the Registration Statement or any Prospectus to
comply with the Securities Act or any other law. The Company shall not be required to disclose to the Investor the substance or specific
reasons of any of the events set forth in clauses (i) through (iii) of the immediately preceding sentence, but rather, shall
only be required to disclose that the event has occurred. If at any time the SEC, or any other federal or state governmental authority
shall issue any stop order suspending the effectiveness of the Registration Statement or prohibiting or suspending the use of the Prospectus
or Prospectus Supplement, the Company shall use its commercially reasonable efforts to obtain the withdrawal of such order at the earliest
practicable time. The Company shall furnish to the Investor, without charge, a copy of any correspondence from the SEC or the Staff, or
any other federal or state governmental authority to the Company or its representatives relating to the Shelf Registration Statement,
any New Registration Statement or any Prospectus, or Prospectus Supplement as the case may be. The Company shall not deliver to the Investor
any Regular Purchase Notice, Accelerated Purchase Notice or Additional Accelerated Purchase Notice, and the Investor shall not be obligated
to purchase any shares of Common Stock under this Agreement, during the continuation or pendency of any of the foregoing events. If at
any time the SEC shall issue any stop order suspending the effectiveness of the Registration Statement or prohibiting or suspending the
use of the Prospectus or any Prospectus Supplement, the Company shall use its commercially reasonable efforts to obtain the withdrawal
of such order at the earliest practicable time. The Company shall furnish to the Investor, without charge, a copy of any correspondence
from the SEC or the Staff to the Company or its representatives relating to the Registration Statement or the Prospectus, as the case
may be.


 


(h)            Listing
on the Principal Market. The Company shall promptly secure the listing, or conditional listing as applicable, of all of the Purchase
Shares and Commitment Shares to be issued to the Investor hereunder on the Principal Market (subject to standard listing conditions, if
any, for transactions of this nature, official notice of issuance and the Exchange Cap) and upon each other national securities exchange
or automated quotation system, if any, upon which the Common Stock are then listed, and shall maintain, so long as any Common Stock shall
be so listed, such listing of all such Registrable 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. The Company shall not
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 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 provide the Investor copies of any such notice that the Company reasonably believes constitutes material non-public
information and that the Company would not be required to publicly disclose such notice in any report or statement filed with the SEC
under the Exchange Act (including on Form 8-K) or the Securities Act. The Company shall pay all fees and expenses in connection with
satisfying its obligations under this Section 3(h).


 






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(i)           Delivery
of Shares. The Company shall cooperate with the Investor to facilitate the timely preparation and delivery of DWAC Shares (not bearing
any restrictive legend) representing the Registrable Securities to be offered pursuant to the Shelf Registration Statement or any New
Registration Statement and enable such DWAC Shares to be in such denominations or amounts as the Investor may reasonably request and registered
in such names as the Investor may request.


 


(j)             Transfer
Agent. The Company shall at all times maintain the services of the Transfer Agent with respect to its Common Stock.


 


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


 


(l)            Confirmation
of Effectiveness. If reasonably requested in writing by the Investor at any time, the Company shall deliver to the Investor a written
confirmation from Company’s counsel of whether or not the effectiveness of such Registration Statement has lapsed at any time for
any reason (including, without limitation, the issuance of a stop order) and whether or not the Registration Statement is currently effective
and available to the Company for sale of all of the Registrable Securities.


 


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


 


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


 


(o)            Transfer
Agent Instructions. On or before the date the Initial Prospectus Supplement is filed with the SEC, the Company shall issue to the
Transfer Agent the Irrevocable Transfer Agent Instructions in the form agreed to prior to the date hereof, and on the date any Registration
Statement which includes the Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal
counsel for the Company to deliver, to the Transfer Agent for such Registrable Securities (with copies to the Investor) confirmation that
such Registration Statement has been declared effective by the SEC in the form agreed to by the Investor. Thereafter, if requested by
the Investor at any time, the Company shall require its legal counsel to deliver to the Investor a written confirmation whether or not
the effectiveness of such Registration Statement has lapsed at any time for any reason (including, without limitation, the issuance of
a stop order) and whether or not the Registration Statement is current and available to the Investor for sale of all of the Registrable
Securities.


 






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		4.	OBLIGATIONS OF THE INVESTOR.



 


(a)          Investor
Information. The Investor has furnished to the Company in Exhibit A hereto such information regarding itself, the Registrable
Securities held by it, the Registrable Securities held by it and the intended method of disposition thereof, including any arrangement
between the Investor and any other Person relating to the sale or distribution of the Securities, as required to effect the registration
of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.
The Company shall notify the Investor in writing of any other information the Company reasonably requires from the Investor in connection
with any Registration Statement hereunder. The Investor will as promptly as practicable notify the Company of any material change in the
information set forth in Exhibit A, other than changes in its ownership of Common Stock.


 


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


 


		5.	EXPENSES OF REGISTRATION.



 


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


 






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		6.	INDEMNIFICATION.



 


(a)            To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each Person,
if any, who controls the Investor, the members, the directors, officers, partners, employees, members, managers, agents, representatives
of the Investor and each Person, if any, who controls the Investor within the meaning of the Securities Act or the Exchange Act (each,
an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs,
reasonable attorneys’ fees, amounts paid in settlement (with the consent of the Company, such consent not to be unreasonably withheld,
delayed or conditioned) or reasonable expenses, (collectively, “Claims”) reasonably incurred in investigating, preparing
or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or
governmental, administrative or other regulatory agency or body or the SEC, whether pending or threatened, whether or not an indemnified
party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such
Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue
statement or alleged untrue statement of a material fact in the Shelf Registration Statement, any New Registration Statement or any post-effective
amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other “blue
sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission
or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading,
(ii) any untrue statement or alleged untrue statement of a material fact contained in the final Prospectus or the omission or alleged
omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the
statements therein were made, not misleading, (iii) any violation or alleged violation by the Company of the Securities Act, the
Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating
to the offer or sale of the Registrable Securities pursuant to the Shelf Registration Statement or any New Registration Statement or (iv) any
material violation by the Company of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively,
 “Violations”).  The Company shall reimburse each Indemnified Person promptly as such expenses are incurred and
are due and payable, for any reasonable documented and out-of-pocket legal fees or other reasonable expenses incurred by them in connection
with investigating or defending any such Claim.  Notwithstanding anything to the contrary contained herein, the indemnification agreement
contained in this Section 6(a): (A) shall not apply to a Claim by an Indemnified Person arising out of or based upon
a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by the Investor or such
Indemnified Person expressly for use in connection with the preparation of the Registration Statement, any New Registration Statement,
the Prospectus or any such amendment thereof or supplement thereto, in each case if the foregoing was timely made available by the Company;
(B) with respect to any superseded Prospectus, shall not inure to the benefit of any such Person from whom the Person asserting any
such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any other Indemnified Person) if the
untrue statement or omission of material fact contained in the superseded Prospectus was corrected in the revised Prospectus, as then
amended or supplemented, if such revised Prospectus was timely made available by the Company pursuant to Section 3(c) or
Section 3(e), and the Indemnified Person was promptly advised in writing not to use the incorrect Prospectus prior to the
use giving rise to a violation; (C) shall not be available to the extent such Claim is based on a failure of the Investor to deliver,
or to cause to be delivered, the Prospectus made available by the Company, if such Prospectus was theretofore made available by the Company
pursuant to Section 3(c) or Section 3(e); and (D) shall not apply to amounts paid in settlement of any
Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld,
delayed or conditioned.  Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf
of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investor pursuant to Section 8.


 


(b)           In
connection with the Shelf Registration Statement, any New Registration Statement or Prospectus, the Investor agrees to indemnify, hold
harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors,
each of its officers who signed the Shelf Registration Statement or signs any New Registration Statement, each Person, if any, who controls
the Company within the meaning of the Securities Act or the Exchange Act (collectively and together with an Indemnified Person, an “Indemnified
Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange
Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent,
and only to the extent, that such Violation occurs in reliance upon and in conformity with written information about the Investor set
forth on Exhibit A attached hereto or updated from time to time in writing by the Investor and furnished to the Company by
the Investor expressly for inclusion in the Shelf Registration Statement or Prospectus or any New Registration Statement or from the failure
of the Investor to deliver or to cause to be delivered the Prospectus made available by the Company, if such Prospectus was timely made
available by the Company pursuant to Section 3(c) or Section 3(e); and, subject to Section 6(d),
the Investor will reimburse any reasonable documented and out-of-pocket legal or other expenses reasonably incurred by them in connection
with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b) and
the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim
if such settlement is effected without the prior written consent of the Investor, which consent shall not be unreasonably withheld, delayed
or conditioned; provided, further, however, that the Investor shall be liable under this Section 6(b) for
only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to the Investor as a result of the sale of Registrable
Securities pursuant to such Registration Statement.  Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investor pursuant to
Section 8.


 






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


 


(d)            The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or Indemnified Damages are incurred.  Any Person receiving a payment pursuant
to this Section 6 which person is later determined to not be entitled to such payment shall return such payment to the person
making it.


 


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


 






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		7.	CONTRIBUTION.



 


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


 


		8.	ASSIGNMENT OF REGISTRATION RIGHTS.



 


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


 


		9.	AMENDMENT OF REGISTRATION RIGHTS.



 


No provision of this Agreement
may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than in a written instrument
signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.


 


		10.	SUSPENSION OF REGISTRATION RIGHTS



 


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


 


(b)           In
the event that the Company determines that there is a need for a Black Out Period and if the Black Out Period continues for more than
30 consecutive days, the Company shall pay to the Investor an amount in cash equal to the product of 0.000167, multiplied by $35,000,000,
for each day of a Black Out Period in excess of 30 consecutive days (the “Black Out Fee”) on or before 10 Business
Days following the termination of the Black Out Period. For the purposes of this section, the Black Out Fee shall be calculated based
on the period of calendar days beginning on the date of the Company’s notification to the Investor to suspend use of a Registration
Statement pursuant to Section 10(a) of this Agreement, and ending on the date of notification of the termination of the
Black Out Period pursuant to Section 10(c) of this Agreement.


 






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


 


		11.	MISCELLANEOUS.



 


(a)           Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered: (i) upon receipt when delivered personally; (ii) upon receipt when sent by
facsimile or email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); or (iii) one 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:


 


Braemar
Hotels & Resorts Inc.


14185 Dallas Parkway, Suite 1200


Dallas, TX 75254


Telephone: (972) 490-9600


E-mail: rhaiman@ashfordinc.com


Attention: Robert
G. Haiman


 


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


 


Cadwalader, Wickersham & Taft LLP


200 Liberty Street


New York, NY 10281


Telephone: (212) 504-6780


Facsimile: (212) 494-6596


Email: greg.patti@cwt.com


Attention: Gregory P. Patti, Jr.


 


If to the Investor:


 


Lincoln Park Capital Fund, LLC


440 North Wells, Suite 410


Chicago, IL 60654


	Telephone:	(312) 822-9300
	Facsimile:	(312) 822-9301
	E-mail:	jscheinfeld@lpcfunds.com/jcope@lpcfunds.com
	Attention:	Josh Scheinfeld/Jonathan Cope




 






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


 


K&L Gates,
LLP


200 S. Biscayne
Blvd., Ste. 3900


Miami, Florida
33131


	Telephone:	(305) 539-3306
	Facsimile:	(305) 358-7095




	E-mail:	 clayton.parker@klgates.com




	Attention:	Clayton E. Parker, Esq.




 


or at such other address, email
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 one (1) Business Day prior to the effectiveness of such change. Written confirmation of receipt (A) given by the
recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s
facsimile machine or email account containing the time, date, and recipient facsimile number or email address, as applicable, and an image
of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable
evidence of personal service, receipt by facsimile, email or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.


 


(b)            No
Waiver 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.


 


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


 


(d)          Integration.
This Agreement, the Purchase Agreement and the other Transaction Documents constitute the entire understanding among the parties
hereto with respect to the subject matter hereof and thereof.  There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein and therein.  This Agreement, the Purchase Agreement and the other Transaction
Documents supersede all other prior oral or written agreements between the Investor, the Company, their affiliates and persons acting
on their behalf with respect to the subject matter hereof and thereof.


 






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(e)            No
Third Party Benefits. Subject to the requirements of Section 8, this Agreement shall inure to the benefit of and be binding
upon the permitted successors and assigns of each of the parties hereto.


 


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


 


(g)            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.


 


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


 


(i)            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.


 


(j)           No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


13.            TERMINATION.


 


The obligations of the Company
contained in Sections 2, 3, 4, 5, 8 and 10 of this Agreement shall terminate in their entirety upon the earlier of (i) the date on
which the Investor shall have sold all the Securities and no Available Amount remains under the Purchase Agreement and (ii) 180 days
following the earlier of (A) the Maturity Date.


 


* * * * * *


 






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


 


	 	THE COMPANY:
	 	 
	 	BRAEMAR HOTELS & RESORTS INC.




	 	 	 
	 	By:	/s/ Richard J. Stockton
	 	Name:	Richard J. Stockton
	 	Title:	President and Chief Executive Officer




 


	 	INVESTOR:
	 	 
	 	LINCOLN PARK CAPITAL FUND, LLC
	 	BY: LINCOLN PARK CAPITAL, LLC
	 	BY: ROCKLEDGE CAPITAL CORPORATION







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


 






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EXHIBIT A


 


Information About The Investor Furnished To
The Company By The Investor 


Expressly For Use In Connection With Each Registration
Statement and Prospectus


 


Information With Respect to Lincoln Park Capital


 


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


 






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