0001193125-13-300319 Sample Contracts

ADVISORY AGREEMENT
Advisory Agreement • July 24th, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Texas

THIS ADVISORY AGREEMENT (this “Agreement”), is dated and effective as of [ ], 2013 (the “Effective Date”), by and between ASHFORD HOSPITALITY PRIME, INC., a Maryland corporation ( “Ashford Prime”), ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”), and ASHFORD HOSPITALITY ADVISORS LLC, a Delaware limited liability company (the “Advisor”).

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RIGHT OF FIRST OFFER AGREEMENT
Right of First Offer Agreement • July 24th, 2013 • Ashford Hospitality Prime, Inc. • Real estate investment trusts • Texas

THIS RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”), is dated and effective as of [ ], 2013 (the “Effective Date”), by and between ASHFORD HOSPITALITY TRUST, INC., a Maryland corporation (“Ashford Trust”), and ASHFORD HOSPITALITY PRIME, INC., a Maryland corporation (“Ashford Prime”) (each of Ashford Trust and Ashford Prime are referred to herein as a “Party”).

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