ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 10, 2022,
Ashford Inc. (“AINC” or the “Company”) entered into a Limited Waiver Under Advisory Agreement (the
“Braemar Limited Waiver”) with Braemar Hotels & Resorts Inc. (“Braemar”), Braemar Hospitality Limited
Partnership (“Braemar OP”), Braemar TRS Corporation (“Braemar Trust TRS”) and Ashford Hospitality Advisors LLC
(“Ashford Hospitality”). On March 15, 2022, the Company entered into a Limited Waiver Under Advisory Agreement (the
“Ashford Trust Limited Waiver” and together with the Braemar Limited Waiver, the “Limited Waivers”) with
Ashford Hospitality Trust, Inc. (“Ashford Trust”), Ashford Hospitality Limited Partnership (the “Ashford
Trust OP”), Ashford TRS Corporation (“Ashford Trust TRS”) and Ashford Hospitality.
As previously disclosed,
(i) the Company, Ashford Trust, Ashford Trust OP, Ashford Trust TRS and Ashford Hospitality are parties to a Second Amended and
Restated Advisory Agreement, dated as of January 14, 2021 (the “Ashford Trust Advisory Agreement”), and
(ii) the Company, Braemar OP, Braemar TRS and Ashford Hospitality are parties to a Fifth Amended and Restated Advisory Agreement,
dated as of April 23, 2018, as amended on January 15, 2019 and as further amended on August 16, 2021 (together with
the Ashford Trust Advisory Agreement, the “Advisory Agreements”). Such Advisory Agreements (i) allocate
responsibility for certain employee costs between Ashford Trust and the Advisor, or Braemar and the Advisor, as applicable, and
(ii) permit the board of directors of Ashford Trust or Braemar, as applicable, to issue annual equity awards in Ashford Trust
and Ashford Trust OP or Braemer and Braemar OP, as applicable, to employees and other representatives of the Advisor based on
achievement by Ashford Trust or Braemar, as applicable, of certain financial or other objectives or otherwise as the board of
director of Ashford Trust or Braemar, as applicable, sees fit.
Pursuant to the Limited
Waivers, the parties to the Advisory Agreements waive the operation of any provision in the Advisory Agreements that would otherwise
limit the ability of Ashford Trust or Braemar, as applicable, in its discretion, at its cost and expense, to award during the first
and second fiscal quarters of calendar year 2022 (the “Waiver Period”), cash incentive compensation to employees and
other representatives of the Advisor; provided that, pursuant to the Ashford Trust Limited Waiver, such awarded cash incentive compensation does not exceed $8,476,000,
in the aggregate, during the Waiver Period.
The foregoing description
of the Limited Waivers does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Limited
Waivers, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2 and are incorporated herein by reference.