Exhibit 10.3


 


AMENDMENT
NO. 10

TO

SEVENTH AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

ASHFORD HOSPITALITY LIMITED PARTNERSHIP


 


APRIL
28, 2022


 


This Amendment
No. 10 to the Seventh Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership (this
 “Amendment”) is made as of April 28, 2022, 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 to the General
Partner in Section 11.1(b) of the Seventh Amended and Restated Agreement of Limited Partnership of Ashford
Hospitality Limited Partnership, dated April 14, 2016, as amended by Amendment No. 1 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,
Amendment No. 8 thereto dated as of December 9, 2020 and Amendment No. 9 thereto dated as of July 16, 2021 (the
 “Partnership Agreement”), for the purpose of issuing additional Partnership Units in the form of Preferred
Partnership Units. Capitalized terms used and not defined herein shall have the meanings set forth in the Partnership Agreement.


 


WHEREAS, the Board of Directors
(the “Board”) of Ashford Hospitality Trust, Inc. (the “Company”) and a duly authorized
committee thereof adopted resolutions on February 22, 2022 and April 27, 2022, respectively, classifying and designating an
aggregate of 28,000,000 shares of Preferred Stock (as defined in the Articles of Amendment and Restatement of the Company (as amended
and supplemented to date and as may be amended and supplemented from time to time (the “Charter”))) as shares
of the Series J Preferred Stock (as defined below) and Series K Preferred Stock (as defined below);


 


WHEREAS, the Board filed Articles
Supplementary to the Charter with the State Department of Assessments and Taxation of Maryland on April 28, 2022, establishing the
Series J Preferred Stock, with such preferences, rights, powers, restrictions, limitations as to distributions, qualifications and
terms and conditions of redemption as described in the Series J Articles Supplementary (as defined below);


 


WHEREAS, the Board filed Articles
Supplementary to the Charter with the State Department of Assessments and Taxation of Maryland on April 28, 2022, establishing the
Series K Preferred Stock, with such preferences, rights, powers, restrictions, limitations as to distributions, qualifications and
terms and conditions of redemption as described in the Series K Articles Supplementary (as defined below);


 


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 create, issue or reflect the creation or issuance of additional Partnership Interests;


 


Amendment No. 10 to Seventh Amended and
Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership


 






     


     


    

 


WHEREAS, the General Partner
has determined that, in connection with the issuance of the Series J Preferred Stock and the Series K Preferred Stock, it is
necessary and desirable to amend the Partnership Agreement to create additional Partnership Units in the form of Preferred Partnership
Units having designations, preferences and other rights which are substantially the same as the economic rights of the Series J Preferred
Stock and the Series K Preferred Stock; 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.          Article I
is amended to add the following defined terms in their respective alphabetical order within Article I:


 


“Series J Articles
Supplementary” shall mean the Articles Supplementary Establishing and Fixing the Rights and Preferences of a Series of
Preferred Stock, designating the rights and preferences of the Series J Redeemable Preferred Stock, filed as part of the Company’s
Charter with the State Department of Assessments and Taxation of Maryland, on April 28, 2022.


 


“Series J Preferred
Partnership Interests” shall mean a partnership interest in the Partnership evidenced by the Series J Preferred Partnership
Units, having a preference in payment of distributions or on liquidation as set forth in Exhibit X to this Agreement.


 


“Series J Preferred
Partnership Units” shall mean the series of Preferred Partnership Units established pursuant to this Agreement, representing
a fractional, undivided share of the Series J Preferred Partnership Interests of all Partners issued under this Agreement.


 


“Series J Preferred
Stock” shall mean the Series J Redeemable Preferred Stock of the Company, with such preferences, rights, voting powers,
restrictions, limitations as to distributions, qualifications and terms and conditions of redemption as described in the Series J
Articles Supplementary.


 


“Series K Articles
Supplementary” shall mean the Articles Supplementary Establishing and Fixing the Rights and Preferences of a Series of
Preferred Stock, designating the rights and preferences of the Series K Redeemable Preferred Stock, filed as part of the Company’s
Charter with the State Department of Assessments and Taxation of Maryland, on April 28, 2022.


 


Amendment No. 10 to Seventh Amended and
Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership


 






    Page 2 


     


    

 



“Series K Preferred
Partnership Interests” shall mean a partnership interest in the Partnership evidenced by the Series K Preferred Partnership
Units, having a preference in payment of distributions or on liquidation as set forth in Exhibit Y to this Agreement.


 


“Series K Preferred
Partnership Units” shall mean the series of Preferred Partnership Units established pursuant to this Agreement, representing
a fractional, undivided share of the Series K Preferred Partnership Interests of all Partners issued under this Agreement.


 


“Series K Preferred Stock”
shall mean the Series K Redeemable Preferred Stock of the Company, with such preferences, rights, voting powers, restrictions, limitations
as to distributions, qualifications and terms and conditions of redemption as described in the Series K Articles Supplementary.


 


2.          In
accordance with Section 4.3 of the Partnership Agreement, set forth in Exhibit X hereto are the terms and conditions
of the Series J Preferred Partnership Units which are hereby established and issued to Ashford OP Limited Partner, LLC in consideration
of its contribution to the Partnership of the proceeds from the issuance and sale of the Series J Preferred Stock by the Company.
The Partnership Agreement is hereby amended to incorporate such Exhibit X as Exhibit X thereto and to replace
Exhibit A thereto with a revised Exhibit A to reflect the issuance of the Series J Preferred Partnership
Units.


 


3.          In
accordance with Section 4.3 of the Partnership Agreement, set forth in Exhibit Y hereto are the terms and conditions
of the Series K Preferred Partnership Units which are hereby established and issued to Ashford OP Limited Partner, LLC in consideration
of its contribution to the Partnership of the proceeds from the issuance and sale of the Series K Preferred Stock by the Company.
The Partnership Agreement is hereby amended to incorporate such Exhibit Y as Exhibit Y thereto and to replace
Exhibit A thereto with a revised Exhibit A to reflect the issuance of the Series K Preferred Partnership
Units.


 


4.          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.


 


5.          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.


 


6.          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.


 


(The remainder of this page intentionally
left blank.)


 


Amendment No. 10 to Seventh Amended and
Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership


 






    Page 3 


     


    

 


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


 


	 	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



 


Amendment No. 10 to Seventh Amended and
Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership


 






     


     


    

 


EXHIBIT X


 


DESIGNATION
OF TERMS AND CONDITIONS OF SERIES J

PREFERRED PARTNERSHIP UNITS


 


(a)          Designation
and Number. A series of Preferred Partnership Units, designated as Series J Preferred Partnership Units, is hereby established.
The number of authorized Series J Preferred Partnership Units shall be 28,000,000.


 


(b)          Rank.
The Series J Preferred Partnership Units, with respect to rights to distributions and payments to Partners and the distribution of
assets upon the liquidation, dissolution or winding up of the Partnership, rank (a) prior or senior to the Common Partnership Units
and all Partnership Units issued by the Partnership (“Junior Units”) the terms of which specifically provide
that such Partnership Units rank junior to the Series J Preferred Partnership Units; (b) on a parity with the Series D
Preferred Partnership Units, Series F Preferred Partnership Units, Series G Preferred Partnership Units, Series H Preferred
Partnership Units, Series I Preferred Units, Series K Preferred Partnership Units and all other Partnership Units issued in
the future by the Partnership (“Parity Units”) the terms of which specifically provide that such Partnership
Units rank on a parity with the Series J Preferred Partnership Units; (c) junior to all Partnership Units issued by the Partnership
the terms of which specifically provide that such Partnership Units rank senior to the Series J Preferred Partnership Units; and
(d) junior to all of the Partnership’s existing and future indebtedness.


 


(c)          Distributions.


 


(i)          Pursuant
to Section 8.1 of the Partnership Agreement but subject to the rights of holders of any Preferred Partnership Units ranking
senior to the Series J Preferred Partnership Units as to the payment of distributions, Ashford Hospitality Limited Partnership,
in its capacity as the holder of the then outstanding Series J Preferred Partnership Units, shall be entitled to receive, when and
as authorized by the General Partner, from the Cash Flow, cumulative monthly preferential cash distributions in an amount per Series J
Preferred Partnership Unit equal to 8.0% per annum of the stated value of $25.00 per Series J Preferred Partnership Unit (the “Stated
Value”) (equivalent to an annual distribution rate of $2.00 per Series J Preferred Partnership Unit). Distributions
shall be payable monthly on the 15th day of each month (or, if such payment date is not a Business Day, the next succeeding
Business Day, with the same force and effect as if paid on such distribution payment date, and no interest or additional distributions
or other sums shall accrue on the amount so payable from such distribution payment date to such next succeeding Business Day). Distributions
of Preferred Return shall be payable in arrears to holders of record as they appear on the records of the Partnership at the close of
business on the last Business Day of each month immediately preceding the applicable distribution payment date, which dates shall be
the Partnership Record Dates for the Series J Preferred Partnership Units. Any distribution of Preferred Return payable on the Series J
Preferred Partnership Units for any distribution period (as defined below) will be computed on the basis of twelve 30-day months and
a 360-day year. Except for distributions in liquidation or redemption as provided in Sections D and E, respectively, holders
of Series J Preferred Partnership Units will not be entitled to receive any distributions in excess of full cumulative Preferred
Returns accrued on the Series J Preferred Partnership Units at the distribution rate specified in this paragraph. No interest will
be paid in respect of any distribution payment or payments on the Series J Preferred Partnership Units that may be in arrears.


 






    		Exhibit X - Page 1	 



     


    

 


(ii)          Distributions
of Preferred Return on each Series J Preferred Partnership Unit shall be cumulative from (and including) the first day of the distribution
period during which such Series J Preferred Partnership Unit was originally issued, whether or not in any distribution period or
periods (x) such distributions shall be authorized by the General Partner, (y) there shall be funds legally available for the
payment of such distributions or (z) any agreement prohibits the Partnership’s payment of such distributions. As used herein,
 “distribution period” shall mean the respective periods commencing on, and including, the first day of each
month of each year and ending on, and including, the day preceding the first day of the next succeeding distribution period (other than
the distribution period during which any Series J Preferred Partnership Units shall be redeemed or otherwise acquired by the Partnership,
which shall end on, and include, the day preceding the redemption or acquisition date with respect to the Series J Preferred Partnership
Units being redeemed or acquired).


 


(iii)          When
distributions of Preferred Return are not paid in full upon the Series J Preferred Partnership Units or any other series of Parity
Units, or a sum sufficient for such payment is not set apart, all distributions of Preferred Return authorized by the General Partner
upon the Series J Preferred Partnership Units and any other series of Parity Units shall be authorized by the General Partner ratably
in proportion to the respective amounts of such distributions accumulated, accrued and unpaid on the Series J Preferred Partnership
Units and accumulated, accrued and unpaid on such Parity Units. Except as set forth in the preceding sentence, unless distributions on
the Series J Preferred Partnership Units equal to the full amount of accumulated, accrued and unpaid distributions of Preferred
Return have been or contemporaneously are authorized by the General Partner and paid, or authorized by the General Partner and a sum
sufficient for the payment thereof set apart for such payment for all past distribution periods, no distributions (other than distributions
paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units) shall be authorized by the General Partner
or paid or set aside for payment by the Partnership with respect to any class or series of Parity Units. Unless distributions of Preferred
Return on the Series J Preferred Partnership Units equal to the full amount of accumulated, accrued and unpaid distributions have
been or contemporaneously are authorized by the General Partner and paid, or authorized by the General Partner and a sum sufficient for
the payment thereof set apart for such payment for all past distribution periods, no distributions (other than distributions paid in
Junior Units or options, warrants or rights to subscribe for or purchase Junior Units) shall be authorized by the General Partner or
paid or set apart for payment by the Partnership with respect to any Junior Units, nor shall any Junior Units or Parity Units be redeemed,
purchased or otherwise acquired for any consideration, or any monies be paid to or made available for a sinking fund for the redemption
of any Junior Units or Parity Units (except by conversion or exchange for Junior Units, or options, warrants or rights to subscribe for
or purchase Junior Units), nor shall any other cash or property be paid or distributed to or for the benefit of holders of Junior Units
or Parity Units. Notwithstanding the foregoing, the General Partner shall not be prohibited from (i) authorizing or paying or setting
apart for payment any Preferred Return or distribution on any Junior Units or Parity Units or (ii) redeeming, purchasing or otherwise
acquiring any Junior Units or Parity Units, in each case, if such authorization, payment, redemption, purchase or other acquisition is
necessary to maintain the Company’s qualification as a REIT.


 






    		Exhibit X - Page 2	 



     


    

 


(iv)          No
distribution of Preferred Return on the Series J Preferred Partnership Units shall be authorized by the General Partner or paid or
set apart for payment at such time as the terms and provisions of any agreement of the Partnership, including any agreement of the Partnership
relating to the Partnership’s indebtedness, prohibits such authorization, payment or setting apart for payment or provides that
such authorization, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such authorization,
payment or setting apart for payment shall be restricted or prohibited by law.


 


(v)          In
determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the Partnership)
of Preferred Return or in redemption or otherwise, is permitted, amounts that would be needed, if the Partnership were to be dissolved
at the time of the distribution, to satisfy the liquidation preference of the Series J Preferred Partnership Units (as provided in
Section D below) will not be added to the Partnership’s total liabilities.


 


(d)          Liquidation
Preference.


 


(i)          Upon
any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any distribution or payment shall be made
to or set apart for the holders of any Junior Units, Ashford OP Limited Partner LLC, in its capacity as holder of the Series J Preferred
Partnership Units, shall be entitled to receive a liquidation preference distribution equal to the Stated Value per Series J Preferred
Partnership Unit, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to, but not including, the date of final
distribution, but Ashford OP Limited Partner LLC shall not be entitled to any further payment with respect thereto. If upon any liquidation,
dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner LLC, in
its capacity as the holder of the Series J Preferred Partnership Units, shall be insufficient to pay in full the above described
preferential distribution and liquidating distributions on any other series of Parity Units, then such assets, or the proceeds thereof,
shall be distributed among Ashford OP Limited Partner LLC, in its capacity as the holder of the Series J Preferred Partnership Units,
and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such
Series J Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full.


 






    		Exhibit X - Page 3	 



     


    

 


(ii)          Upon
any liquidation, dissolution or winding up of the affairs of the Partnership, after payment of the full amount of liquidating distributions
have been made to Ashford OP Limited Partner LLC, in its capacity as the holder of the Series J Preferred Partnership Units, holders
of the Series J Preferred Partnership Units shall have no right or claim to any of the remaining assets of the Partnership.


 


(iii)          None
of a consolidation or merger of the Partnership with or into any other corporation, trust or other entity, a consolidation or merger of
any other corporation, trust or other entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease,
transfer or conveyance of any or all of the Partnership’s assets or business shall be deemed to constitute a liquidation, dissolution
or winding up of the affairs of the Partnership.


 


(e)           Redemption.
In connection with the cash redemption by the Company of any shares of Series J Preferred Stock in accordance with the provisions
of the Series J Articles Supplementary, the Partnership shall provide cash to Ashford OP Limited Partner LLC for such purpose which
shall be equal to the applicable redemption price (as set forth in the Series J Articles Supplementary), plus all distributions of
Preferred Return accumulated and unpaid to, but not including, the applicable redemption date (as set forth in the Series J Articles
Supplementary), and one Series J Preferred Partnership Unit shall be concurrently redeemed with respect to each share of Series J
Preferred Stock so redeemed by the Company. In connection with the redemption by the Company of any shares of Series J Preferred
Stock for shares of REIT Common Shares in accordance with the provisions of the Series J Articles Supplementary, the Partnership
shall convert Series J Preferred Partnership Units into Common Partnership Units and issue such Common Partnership Units to Ashford
OP Limited Partner LLC. The number of Common Partnership Units into which the Series J Preferred Partnership Units are convertible
shall be equal to the number of REIT Common Shares into which the Series J Preferred Stock is then being redeemed, as set forth in
the Series J Articles Supplementary. From and after the applicable redemption date, the Series J Preferred Partnership Units
so redeemed shall no longer be outstanding and all rights hereunder, to distributions or otherwise, with respect to such Series J
Preferred Partnership Units shall cease.


 


(f)           Voting
Rights. Except as required by applicable law, the holder of the Series J Preferred Partnership Units, as such, shall have no
voting rights.


 


(g)          Conversion.
In connection with the conversion by the Company of any shares of Series J Preferred Stock into shares of REIT Common Shares in accordance
with the provisions of the Series J Articles Supplementary, the Partnership shall convert Series J Preferred Partnership Units
into Common Partnership Units and issue such Common Partnership Units to Ashford OP Limited Partner LLC. The number of Common Partnership
Units into which the Series J Preferred Partnership Units are convertible shall be equal to the number of REIT Common Shares into
which the Series J Preferred Stock is then being converted, as set forth in the Series J Articles Supplementary. From and after
the applicable Change of Control Conversion Date (as such term is defined in the Series J Articles Supplementary), the Series J
Preferred Partnership Units so converted shall no longer be outstanding and all rights hereunder, to distributions or otherwise, with
respect to such Series J Preferred Partnership Units shall cease.


 






    		Exhibit X - Page 4	 



     


    

 


(h)          Restriction
on Ownership. The Series J Preferred Partnership Units shall be owned and held solely by Ashford OP Limited Partner LLC.


 


(i)           Allocations.
Allocations of the Partnership’s items of income, gain, loss and deduction allocable with respect to Series J Preferred Partnership
Units shall be allocated pro rata among holders of Series J Preferred Partnership Units in accordance with Article V
of the Partnership Agreement.


 






    		Exhibit X - Page 5	 



     


    

 


EXHIBIT Y


 


DESIGNATION
OF TERMS AND CONDITIONS OF SERIES K

PREFERRED PARTNERSHIP UNITS


 


(a)          Designation
and Number. A series of Preferred Partnership Units, designated as Series K Preferred Partnership Units, is hereby established.
The number of authorized Series K Preferred Partnership Units shall be 28,000,000.


 


(b)          Rank.
The Series K Preferred Partnership Units, with respect to rights to distributions and payments to Partners and the distribution of
assets upon the liquidation, dissolution or winding up of the Partnership, rank (a) prior or senior to the Common Partnership Units
and all Partnership Units issued by the Partnership (“Junior Units”) the terms of which specifically provide
that such Partnership Units rank junior to the Series K Preferred Partnership Units; (b) on a parity with the Series D
Preferred Partnership Units, Series F Preferred Partnership Units, Series G Preferred Partnership Units, Series H Preferred
Partnership Units, Series I Preferred Units, Series J Preferred Partnership Units and all other Partnership Units issued in
the future by the Partnership (“Parity Units”) the terms of which specifically provide that such Partnership
Units rank on a parity with the Series K Preferred Partnership Units; (c) junior to all Partnership Units issued by the Partnership
the terms of which specifically provide that such Partnership Units rank senior to the Series K Preferred Partnership Units; and
(d) junior to all of the Partnership’s existing and future indebtedness.


 


(c)          Distributions.


 


(i)          Pursuant
to Section 8.1 of the Partnership Agreement but subject to the rights of holders of any Preferred Partnership Units ranking
senior to the Series K Preferred Partnership Units as to the payment of distributions, Ashford OP Limited Partner LLC, in its capacity
as the holder of the then outstanding Series K Preferred Partnership Units, shall be entitled to receive, when and as authorized
by the General Partner, from the Cash Flow, cumulative monthly preferential cash distributions in an amount per Series K Preferred
Partnership Unit equal to 8.2% per annum of the stated value of $25.00 per Series K Preferred Partnership Unit (the “Stated
Value”) (equivalent to an annual distribution rate of $2.05 per Series K Preferred Partnership Unit). Beginning one
year from the date of original issuance of each Series K Preferred Partnership Unit, and on each one year anniversary thereafter
for such Series K Preferred Partnership Unit, the dividend rate shall increase by 0.10% per annum for such Series K Preferred
Partnership Unit; provided, however, that the dividend rate for any Series K Preferred Partnership Unit shall not exceed 8.7% per
annum of the Stated Value. For purposes of this section (c)(i) only, the “date of the original issuance” of the Series K
Preferred Partnership Unit shall mean the earliest date that any Series K Preferred Partnership Unit was issued during the calendar
quarter in which the Series K Preferred Partnership Unit was issued. Distributions shall be payable monthly on the 15th
day of each month (or, if such payment date is not a Business Day, the next succeeding Business Day, with the same force and effect as
if paid on such distribution payment date, and no interest or additional distributions or other sums shall accrue on the amount so payable
from such distribution payment date to such next succeeding Business Day). Distributions of Preferred Return shall be payable in arrears
to holders of record as they appear on the records of the Partnership at the close of business on the last Business Day of each month
immediately preceding the applicable distribution payment date, which dates shall be the Partnership Record Dates for the Series K
Preferred Partnership Units. Any distribution of Preferred Return payable on the Series K Preferred Partnership Units for any distribution
period (as defined below) will be computed on the basis of twelve 30-day months and a 360-day year. Except for distributions in liquidation
or redemption as provided in Sections D and E, respectively, holders of Series K Preferred Partnership Units will
not be entitled to receive any distributions in excess of full cumulative Preferred Returns accrued on the Series K Preferred Partnership
Units at the distribution rate specified in this paragraph. No interest will be paid in respect of any distribution payment or payments
on the Series K Preferred Partnership Units that may be in arrears.


 






    		Exhibit Y - Page 1	 



     


    

 


(ii)          Distributions
of Preferred Return on each Series K Preferred Partnership Unit shall be cumulative from (and including) the first day of the distribution
period during which such Series K Preferred Partnership Unit was originally issued, whether or not in any distribution period or
periods (x) such distributions shall be authorized by the General Partner, (y) there shall be funds legally available for the
payment of such distributions or (z) any agreement prohibits the Partnership’s payment of such distributions. As used herein,
 “distribution period” shall mean the respective periods commencing on, and including, the first day of each
month of each year and ending on, and including, the day preceding the first day of the next succeeding distribution period (other than
the distribution period during which any Series K Preferred Partnership Units shall be redeemed or otherwise acquired by the Partnership,
which shall end on, and include, the day preceding the redemption or acquisition date with respect to the Series K Preferred Partnership
Units being redeemed or acquired).


 


(iii)          When
distributions of Preferred Return are not paid in full upon the Series K Preferred Partnership Units or any other series of Parity
Units, or a sum sufficient for such payment is not set apart, all distributions of Preferred Return authorized by the General Partner
upon the Series K Preferred Partnership Units and any other series of Parity Units shall be authorized by the General Partner ratably
in proportion to the respective amounts of such distributions accumulated, accrued and unpaid on the Series K Preferred Partnership
Units and accumulated, accrued and unpaid on such Parity Units. Except as set forth in the preceding sentence, unless distributions on
the Series K Preferred Partnership Units equal to the full amount of accumulated, accrued and unpaid distributions of Preferred
Return have been or contemporaneously are authorized by the General Partner and paid, or authorized by the General Partner and a sum
sufficient for the payment thereof set apart for such payment for all past distribution periods, no distributions (other than distributions
paid in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units) shall be authorized by the General Partner
or paid or set aside for payment by the Partnership with respect to any class or series of Parity Units. Unless distributions of Preferred
Return on the Series K Preferred Partnership Units equal to the full amount of accumulated, accrued and unpaid distributions have
been or contemporaneously are authorized by the General Partner and paid, or authorized by the General Partner and a sum sufficient for
the payment thereof set apart for such payment for all past distribution periods, no distributions (other than distributions paid in
Junior Units or options, warrants or rights to subscribe for or purchase Junior Units) shall be authorized by the General Partner or
paid or set apart for payment by the Partnership with respect to any Junior Units, nor shall any Junior Units or Parity Units be redeemed,
purchased or otherwise acquired for any consideration, or any monies be paid to or made available for a sinking fund for the redemption
of any Junior Units or Parity Units (except by conversion or exchange for Junior Units, or options, warrants or rights to subscribe for
or purchase Junior Units), nor shall any other cash or property be paid or distributed to or for the benefit of holders of Junior Units
or Parity Units. Notwithstanding the foregoing, the General Partner shall not be prohibited from (i) authorizing or paying or setting
apart for payment any Preferred Return or distribution on any Junior Units or Parity Units or (ii) redeeming, purchasing or otherwise
acquiring any Junior Units or Parity Units, in each case, if such authorization, payment, redemption, purchase or other acquisition is
necessary to maintain the Company’s qualification as a REIT.


 






    		Exhibit Y - Page 2	 



     


    

 


(iv)          No
distribution of Preferred Return on the Series K Preferred Partnership Units shall be authorized by the General Partner or paid or
set apart for payment at such time as the terms and provisions of any agreement of the Partnership, including any agreement of the Partnership
relating to the Partnership’s indebtedness, prohibits such authorization, payment or setting apart for payment or provides that
such authorization, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such authorization,
payment or setting apart for payment shall be restricted or prohibited by law.


 


(v)          In
determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the Partnership)
of Preferred Return or in redemption or otherwise, is permitted, amounts that would be needed, if the Partnership were to be dissolved
at the time of the distribution, to satisfy the liquidation preference of the Series K Preferred Partnership Units (as provided in
Section D below) will not be added to the Partnership’s total liabilities.


 


(d)          Liquidation
Preference.


 


(i)          Upon
any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any distribution or payment shall be made
to or set apart for the holders of any Junior Units, Ashford OP Limited Partner LLC, in its capacity as holder of the Series K Preferred
Partnership Units, shall be entitled to receive a liquidation preference distribution equal to the Stated Value per Series K Preferred
Partnership Unit, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to, but not including, the date of final
distribution, but Ashford OP Limited Partner LLC shall not be entitled to any further payment with respect thereto. If upon any liquidation,
dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner LLC, in
its capacity as the holder of the Series K Preferred Partnership Units, shall be insufficient to pay in full the above described
preferential distribution and liquidating distributions on any other series of Parity Units, then such assets, or the proceeds thereof,
shall be distributed among Ashford OP Limited Partner LLC, in its capacity as the holder of the Series K Preferred Partnership Units,
and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such
Series K Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full.


 






    		Exhibit Y - Page 3	 



     


    

 


(ii)          Upon
any liquidation, dissolution or winding up of the affairs of the Partnership, after payment of the full amount of liquidating distributions
have been made to Ashford OP Limited Partner LLC, in its capacity as the holder of the Series K Preferred Partnership Units, holders
of the Series K Preferred Partnership Units shall have no right or claim to any of the remaining assets of the Partnership.


 


(iii)          None
of a consolidation or merger of the Partnership with or into any other corporation, trust or other entity, a consolidation or merger of
any other corporation, trust or other entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease,
transfer or conveyance of any or all of the Partnership’s assets or business shall be deemed to constitute a liquidation, dissolution
or winding up of the affairs of the Partnership.


 


(e)           Redemption.
In connection with the cash redemption by the Company of any shares of Series K Preferred Stock in accordance with the provisions
of the Series K Articles Supplementary, the Partnership shall provide cash to Ashford OP Limited Partner LLC for such purpose which
shall be equal to the applicable redemption price (as set forth in the Series K Articles Supplementary), plus all distributions of
Preferred Return accumulated and unpaid to, but not including, the applicable redemption date (as set forth in the Series K Articles
Supplementary), and one Series K Preferred Partnership Unit shall be concurrently redeemed with respect to each share of Series K
Preferred Stock so redeemed by the Company. In connection with the redemption by the Company of any shares of Series K Preferred
Stock for shares of REIT Common Shares in accordance with the provisions of the Series K Articles Supplementary, the Partnership
shall convert Series K Preferred Partnership Units into Common Partnership Units and issue such Common Partnership Units to Ashford
OP Limited Partner LLC. The number of Common Partnership Units into which the Series K Preferred Partnership Units are convertible
shall be equal to the number of REIT Common Shares into which the Series K Preferred Stock is then being redeemed, as set forth in
the Series K Articles Supplementary. From and after the applicable redemption date, the Series K Preferred Partnership Units
so redeemed shall no longer be outstanding and all rights hereunder, to distributions or otherwise, with respect to such Series K
Preferred Partnership Units shall cease.


 


(f)           Voting
Rights. Except as required by applicable law, the holder of the Series K Preferred Partnership Units, as such, shall have no
voting rights.


 






    		Exhibit Y - Page 4	 



     


    

 


(g)          Conversion.
In connection with the conversion by the Company of any shares of Series K Preferred Stock into shares of REIT Common Shares in
accordance with the provisions of the Series K Articles Supplementary, the Partnership shall convert Series K Preferred Partnership
Units into Common Partnership Units and issue such Common Partnership Units to Ashford OP Limited Partner LLC. The number of Common Partnership
Units into which the Series K Preferred Partnership Units are convertible shall be equal to the number of REIT Common Shares into
which the Series K Preferred Stock is then being converted, as set forth in the Series K Articles Supplementary. From and after
the applicable Change of Control Conversion Date (as such term is defined in the Series K Articles Supplementary), the Series K
Preferred Partnership Units so converted shall no longer be outstanding and all rights hereunder, to distributions or otherwise, with
respect to such Series K Preferred Partnership Units shall cease.


 


(h)          Restriction
on Ownership. The Series K Preferred Partnership Units shall be owned and held solely by Ashford OP Limited Partner LLC.


 


(i)           Allocations.
Allocations of the Partnership’s items of income, gain, loss and deduction allocable with respect to Series K Preferred Partnership
Units shall be allocated pro rata among holders of Series K Preferred Partnership Units in accordance with Article V
of the Partnership Agreement.


 






    		Exhibit Y - Page 5