X0306 4 2020-06-12 0 0001604738 Ashford Inc. AINC 0001260654 Bennett Monty J 14185 DALLAS PARKWAY SUITE 1100 DALLAS TX 75254 1 1 1 0 CEO and Chairman of the Board Common Stock 2020-06-12 4 A 0 2377 0 A 75239 D Common Stock 18816 I By MJB Operating, LP Common Stock 118290 I By MJB Investments LP Common Stock 62116 I By Dartmore LP Common Stock 13408 I By Reserve, LP IV Common Stock 8918 I By Reserve, LP III Common Stock 10597.5 I By Ashford Financial Corporation Series D Convertible Preferred Stock 0.21 Common Stock 1924957 9047300 I By MJB Investments LP Series D Convertible Preferred Stock 0.21 Common Stock 17021 80000 I By Trust Series D Convertible Preferred Stock 0.21 Common Stock 32340 152000 D Stock Options (right to purchase) 61.12 2022-02-27 2029-02-27 Common Stock 90000 90000 D Stock Options (right to purchase) 94.96 2021-03-14 2028-03-14 Common Stock 77206 77206 D Stock Options (right to purchase) 57.71 2020-10-03 2027-10-03 Common Stock 50000 50000 D Stock Options (right to purchase) 57.34 2020-04-18 2027-04-18 Common Stock 50000 50000 I By MJB Operating, LP Stock Options (right to purchase) 45.59 2019-03-31 2026-03-31 Common Stock 100000 100000 I By MJB Operating, LP Stock Options (right to purchase) 85.97 2017-12-11 2022-12-11 Common Stock 95000 95000 I By MJB Operating, LP Common Units 0.00 Common Stock 143.04 143.04 I By MJB Operating, LP Common Units 0.00 Common Stock 501.6 501.6 I By Dartmore LP Common Units 0.00 Common Stock 35.91 35.91 I By MJB Investments LP Common Units 0.00 Common Stock 109.24 109.24 I By Reserve, LP IV Common Units 0.00 Common Stock 78.67 78.67 I By Reserve, LP III Common Units 0.00 Common Stock 93.18 93.18 I By Ashford Financial Corporation Stock Units under Deferred Compensation Plan Common Stock 195579 195579 D The Reporting Person received the shares of Common Stock as payment of base salary in lieu of cash. Reflects the Reporting Person's pecuniary interest in such securities held directly by Ashford Financial Corporation, of which the Reporting Person is a shareholder. The Reporting Person disclaims any beneficial interest in any other Common Units (as defined below) or any shares of the Issuer's common stock (or securities convertible into shares of the Issuer's common stock) held directly or indirectly by Ashford Financial Corporation. Such 9,047,300 of Series D Convertible Preferred Stock have no expiration date and are convertible at any time and from time to time, in full or partially, into 1,924,957 shares of the Issuer's common stock at a conversion ratio equal to the liquidation preference of a share of Series D Convertible Preferred Stock, par value $25.00, divided by $117.50, subject to adjustment (the "Conversion Ratio"). In connection with the transactions contemplated by the Combination Agreement, the 80,000 shares of Series B Convertible Preferred Stock beneficially owned by a trust for the benefit of one of the Reporting Person's minor children were converted on a one-for-one basis into 80,000 shares of Series D Convertible Preferred Stock. Such 80,000 shares of Series D Convertible Preferred Stock have no expiration date and are convertible at any time and from time to time, in full or partially, into 17,021 shares of the Issuer's common stock at the Conversion Ratio. In connection with the transactions contemplated by the Combination Agreement, the Reporting Person received 152,000 shares of Series D Convertible Preferred Stock. Such 152,000 shares of Series D Convertible Preferred Stock have no expiration date and are convertible at any time and from time to time, in full or partially, into 32,340 shares of the Issuer's common stock at the Conversion Ratio. Common units ("Common Units") in Ashford Hospitality Advisors LLC, the Issuer's operating subsidiary, owned by the Reporting Person. Common Units are redeemable for cash or, at the option of the Issuer, convertible into shares of the Issuer's common stock on a 1-for-1 basis. The Common Units have no expiration date. Each Stock Unit entitles the Reporting Person to receive one share of the Issuer's common stock on the date (or dates) elected by the Reporting Person under the Ashford Inc. Amended and Restated Nonqualified Deferred Compensation Plan (originally adopted by Ashford Hospitality Trust, Inc., effective January 1, 2008) assumed by the Issuer, effective November 12, 2014. /s/ Monty J. Bennett 2020-06-15