SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.    )  

Braemar Hotels & Resorts Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

10482B101

(CUSIP Number)

Mark Crockwell Director Al Shams Investments Limited 5B Waterloo Lane Pembroke HM 08 Bermuda +1 441 298 8104 Richard Faber Director Spartan Investment Management Limited Sarnia House Le Truchot St Peter Port Guernsey +44 1481 737600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 19, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☑

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

1	NAME OF REPORTING PERSON Al Shams Investments Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 3,075,194
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 3,075,194
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,075,194
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3%
14	TYPE OF REPORTING PERSON CO

1	NAME OF REPORTING PERSON Wafic Rida Said
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 3,075,194
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 3,075,194
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,075,194
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3%
14	TYPE OF REPORTING PERSON IN

1	NAME OF REPORTING PERSON Spartan Investment Management Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 3,075,194
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 3,075,194
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,075,194
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3%
14	TYPE OF REPORTING PERSON CO

ITEM 1.  Security and Issuer.

This statement on Schedule 13D (this “Schedule 13D”) relates to the common stock, $0.01 par value (the “Common Stock”), of Braemar Hotels & Resorts Inc. (the “Issuer”).  The principal executive offices of the Issuer are located at 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254.

ITEM 2.  Identity and Background.

(a)-(c)

This Schedule 13D is being filed by Al Shams Investments Limited (“ASIL”), a Guernsey, Channel Islands corporation, Wafic Rida Said, a citizen of Canada, and Spartan Investment Management Limited (“SIML”), a Guernsey, Channel Islands corporation (collectively, the “Reporting Persons”).  The principal business of ASIL is to serve as a holding company for investments.  ASIL is owned by Mr. Said through Trans Securities Limited as nominee.  The principal employment of Mr. Said is self-employed businessman and philanthropist.  The principal business of SIML is to provide investment management services.  SIML is a subsidiary of Spartan Advisors Limited (“SAL”), which may be deemed to be controlled by its founder and managing director, Richard Faber, who also serves as a director of SIML.

The business address of ASIL is 5B Waterloo Lane, Pembroke HM 08, Bermuda.  The business address of Mr. Said is 61B Residence Saint Georges, Bloc B, 3 Av. De L’Annonciade, 98000 Monaco.  The business address of SIML is Sarnia House, Le Truchot, St Peter Port, Guernsey.  The business address of SAL and Mr. Faber is 14 St George Street, London, W1S 1FE.

The following table sets forth the names, business addresses and present principal occupation of each director of ASIL.  ASIL does not have any executive officers.  Each of the persons listed below is as a British citizen.

Name	Business Address	Present Principal Occupation
Mark Crockwell	5B Waterloo Lane, Pembroke HM 08 Bermuda	Treasurer, Said Holdings Limited
Heather Gray	5B Waterloo Lane, Pembroke HM 08 Bermuda	Chief Operating Officer, Said Holdings Limited

The following table sets forth the names, business addresses and present principal occupation of each director of SIML.  SIML does not have any executive officers.  Each of the persons listed below is a British citizen.

Name	Business Address	Present Principal Occupation
Shaun Robert	Sarnia House, Le Truchot, St Peter Port, Guernsey	Director, International Fund Management Limited, PraxisIFM
Michel Davy	Richmond House, Anne’s Place, St Peter Port, Guernsey	Director, Altair Partners Limited
Richard Faber	14 St George Street, London, W1S 1FE	Founder and Managing Director, Spartan Advisors Limited

The following table sets forth the names, business addresses and present principal occupation of each director and executive officer of SAL.  Each of the persons listed below is a British citizen.

Name	Business Address	Present Principal Occupation
Richard Faber	14 St George Street, London, W1S 1FE	Founder and Managing Director, Spartan Advisors Limited
Gheeve Changizi	14 St George Street, London, W1S 1FE	Director, Spartan Advisors Limited
Jack Handcock	14 St George Street, London, W1S 1FE	Financial Controller, Spartan Advisors Limited
Ciarán Fahy	14 St George Street, London, W1S 1FE	Head of Hotels, Spartan Advisors Limited

(d)-(e)

During the last five years, none of the Reporting Persons nor, to the best of each Reporting Persons’ knowledge, any other person listed under (a)-(c) of this Item 2 above, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding the Reporting Person or person is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

The information set forth under (a)-(c) of this Item 2 above is incorporated by reference.

ITEM 3.  Source and Amount of Funds or Other Consideration.

The shares of Common Stock disclosed on this Schedule 13D were acquired by ASIL with working capital of ASIL and loans from its shareholder, Mr. Said.  The aggregate purchase price of such shares of Common Stock was $33,622,416.01.  Following the acquisition of such shares of Common Stock by ASIL, ASIL and SIML entered into the Advisory Agreement (defined below).  Accordingly, each Reporting Person may be deemed to beneficially own the shares of Common Stock disclosed on this Schedule 13D; however, SIML does not own any such shares directly or for its own account, and its assets were not used to acquire such shares.

The information set forth in Items 4 and 6 of this Schedule 13D is incorporated by reference.

ITEM 4.  Purpose of Transaction.

The Reporting Persons believe that the Issuer has an attractive portfolio of hotel assets and that its Common Stock is undervalued in the stock market and represents an attractive investment opportunity.  ASIL and Mr. Said previously filed a Schedule 13G to report beneficial ownership of shares of Common Stock that were acquired for that reason, and the Reporting Persons are now filing this Schedule 13D in connection with discussions that management of the Issuer proposed with the Reporting Persons regarding possible opportunities for ASIL to purchase additional securities of the Issuer at a price reflecting the Issuer’s view of its net asset value in connection with an asset acquisition by the Issuer.

The Reporting Persons may seek to continue to engage in constructive discussions regarding the foregoing and/or alternative strategies and opportunities for the Issuer to enhance shareholder value, and may consider and develop plans and make proposals with respect to the assets, operations, governance, organizational documents, capital or corporate structure, dividend policy and/or strategic plans of the Issuer.  In addition, the Reporting Persons intend to review the investment in the Issuer disclosed on this Schedule 13D regularly and to continue to evaluate the Issuer’s business, performance and prospects, and depending on these factors, overall market conditions and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may increase or decrease the position in the Issuer disclosed on this Schedule 13D.  In connection with the foregoing, the Reporting Persons may consider and develop plans and make proposals in which the Reporting Persons seek to engage or participate, seek representation on the Issuer’s Board of Directors and/or request a waiver from the Issuer of the ownership limitations in the Issuer’s Articles of Amendment and Restatement.  In addition, in connection with the foregoing, the Reporting Persons may from time to time in the future express their views to, meet with and/or engage in discussions with management, the Issuer’s Board of Directors, other shareholders or third parties, and/or formulate plans or proposals regarding the Issuer, its assets or its securities, which may include one or more plans or proposals that relate to or would result in the actions set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

The information set forth in Items 3 and 6 of this Schedule 13D is incorporated by reference.

ITEM 5.  Interest in Securities of the Issuer.

(a)-(b)

The Reporting Persons may be deemed to beneficially own an aggregate of 3,075,194  shares of Common Stock, which represents approximately 9.3% of the shares of Common Stock outstanding based on the total number of shares of Common Stock outstanding as of August 2, 2019 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2019.  All such shares of Common Stock are owned directly by ASIL.  Pursuant to the Advisory Agreement, ASIL and SIML may be deemed to have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned directly by ASIL, and therefore SIML may be deemed to own such shares of Common Stock.  The filing of this Schedule 13D shall not be construed as an admission that SIML is the beneficial owner of any of the shares of Common Stock that it may be deemed to beneficially own, nor shall it be construed as an admission that any partner, member, director, officer or affiliate of SIML is the beneficial owner of any of the shares of Common Stock that such partner, member, director, officer or affiliate may be deemed to beneficially own, and beneficial ownership of, and any pecuniary interest in, any such shares of Common Stock by the foregoing persons is expressly disclaimed.

(c)

During the past 60 days, ASIL has effected the transactions set forth on Schedule I attached hereto.

(d)

No person other than ASIL has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Common Stock reported on this Schedule 13D.

(e)

Not applicable.

ITEM 6.  Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

SIML and ASIL have entered into an Advisory Agreement (the “Advisory Agreement”), dated as of August 29, 2019, pursuant to which ASIL has appointed SIML to provide assistance and advice to ASIL in relation to (i) communications with the Issuer, (ii) the acquisition, monitoring, management, repositioning, financing and/or realization of shares of Common Stock held by ASIL and (iii) any other dealings in connection with the shares of Common Stock held by ASIL.  The Advisory Agreement will remain in effect until terminated and may be terminated by either party immediately upon written notice to the other party.

The Reporting Persons have entered into a Joint Filing Agreement (the “Joint Filing Agreement”), dated as of August 29, 2019, pursuant to which they have agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law.

The foregoing summaries of the Advisory Agreement and the Joint Filing Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the Advisory Agreement and the Joint Filing Agreement, respectively, copies of which are attached hereto as Exhibit 1 and Exhibit 2, respectively, and incorporated herein by reference.

Except as described above in this Item 6, the Reporting Persons do not have any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.

ITEM 7.  Material to be Filed as Exhibits.

The following documents are filed as exhibits to this Schedule 13D:

1	Advisory Agreement, dated as of August 29, 2019, between Al Shams Investments Limited and Spartan Investment Management Limited
2	Joint Filing Agreement, dated as of August 29, 2019, between Al Shams Investments Limited, Wafic Rida Said and Spartan Investment Management Limited
3	Power of Attorney, dated as of August 29, 2019, by Wafic Rafa Saïd

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  August 29, 2019

AL SHAMS INVESTMENTS LIMITED
By:	/s/ Mark Crockwell
Name:	Mark Crockwell
Title:	Director

WAFIC RIDA SAID
	/s/ Mark Crockwell
	Attorney-in-Fact

SPARTAN INVESTMENT MANAGEMENT LIMITED
By:	/s/ Shaun Robert
Name:	Shaun Robert
Title:	Director

SCHEDULE I

Transactions Effected During the Past 60 Days

The transactions set forth in the following table were effected by Al Shams Investments Limited during the past 60 days.  Unless otherwise noted, each transaction was effected on the open market.

Date	Security	Amount Bought / (Sold)	Approx. Price per Share ($)
6/25/19	Common Stock	34,643	9.6293
6/26/19	Common Stock	31,900	9.5393
6/27/19	Common Stock	24,420	9.4873
6/28/19	Common Stock	13,037	9.9366
7/8/19	Common Stock	6,267	9.4829
7/9/19	Common Stock	39,176	9.3874
7/10/19	Common Stock	40,000	9.4720
7/10/19	Common Stock	20,000	9.4623
7/11/19	Common Stock	40,000	9.2936
7/11/19	Common Stock	25,000	9.2786
7/12/19	Common Stock	30,557	9.2643
7/12/19	Common Stock	25,000	9.2702
7/15/19	Common Stock	23,934	9.2382
7/16/19	Common Stock	40,000	9.4673
7/16/19	Common Stock	20,000	9.4731
7/17/19	Common Stock	35,013	9.4855
7/17/19	Common Stock	20,000	9.4763
7/18/19	Common Stock	40,000	9.4520
7/18/19	Common Stock	20,000	9.4563
7/19/19	Common Stock	30,378	9.4364
7/19/19	Common Stock	20,000	9.4348
7/22/19	Common Stock	35,140	9.3837
7/22/19	Common Stock	20,000	9.3799
7/23/19	Common Stock	25,535	9.2605
8/15/19	Common Stock	26,191	8.7758
8/15/19	Common Stock	20,000	8.7847
8/16/19	Common Stock	25,000	9.1446
8/16/19	Common Stock	25,000	9.1642
8/19/19	Common Stock	5,219	9.3838
8/19/19	Common Stock	13,784	9.3655

EX-1

EXHIBIT 1

DATED:29 August 2019

AL SHAMS INVESTMENTS LIMITED

and

SPARTAN INVESTMENT MANAGEMENT LIMITED

ADVISORY AGREEMENT

in relation to shares held in Braemar Hotels & Resorts Inc.

TABLE OF CONTENTS

1.DEFINITIONS AND INTERPRETATION

2.APPOINTMENT

3.FEES AND EXPENSES

4.NON EXCLUSIVITY

5.CONFIDENTIAL INFORMATION

6.TERMINATION

7.INDEMNITY

8.FORCE MAJEURE

9.ASSIGNMENT

10.ENTIRE AGREEMENT

11.SEVERABILITY

12.REMEDIES

13.NOTICES

14.COUNTERPARTS

15.GOVERNING LAW

16.JURISDICTION

i

THIS AGREEMENT is made the 29th day of August 2019.

BETWEEN:

(1) AL SHAMS INVESTMENTS LIMITED (registered in Guernsey with number 47666) whose registered office is at Roseneath, The Grange, St Peter Port, Guernsey GY1 2QJ (the "Company"); and

(2) SPARTAN INVESTMENT MANAGEMENT LIMITED (registered in Guernsey with number 64768) whose registered office is at Sarnia House, Le Truchot, St Peter Port, Guernsey GY1 1GR (the "Advisor").

IT IS HEREBY AGREED as follows:-

1.DEFINITIONS AND INTERPRETATION

1.1 In this Agreement the following words and expressions have the following meanings, unless the context otherwise requires:

"Advisory Fee"	has the meaning given to it in clause 3.1;
"Agreement"	means this document as the same may be amended and/or restated from time to time;
"Confidential Information"	means information in any form concerning the business, properties, accounts, finances, future business strategy, tenders, price sensitive information, employees, intellectual property and trade secrets and any other plans and strategy of the Company;
"Investment Company"	means Braemar Hotels & Resorts Inc., a real estate investment trust company incorporated in the United States;
"Services"	has the meaning given to it in clause 2.2; and
"Shares"	the common stock and preferred stock in the capital of the Investment Company.

1.2 All references in this Agreement to any laws and regulations shall be to such laws and regulations as modified, amended, restated or replaced from time to time.

1.3 Words denoting the singular include the plural and vice versa; words denoting any gender include all genders; and words denoting persons include corporations, partnerships, other unincorporated bodies and all other legal entities and vice a versa.

1.4 Unless otherwise stated, a reference to a clause, party or a schedule is a reference to respectively a clause in or a party or schedule to this Agreement.

1.5 The clause headings are inserted for ease of reference only and do not affect the construction of this Agreement.

1

2.APPOINTMENT

2.1 The Company has appointed the Advisor, and the Advisor has accepted appointment, as the advisor to the Company and in connection with the implementation of the functions, duties, rights and powers of the Company set forth in this Agreement.

2.2 For the period and on the terms and conditions set forth in this Agreement, the Advisor shall provide assistance and advice to the Company in relation to (a) any communications between the Company and the Investment Company; (b) the acquisition, monitoring, management, repositioning, (re)financing and/or realisation of Shares held by the Company; (c) any other dealings in connection with any Shares held by the Company; and (d) such other matters as may be agreed between the parties hereto from time to time (the "Services").

3.FEES AND EXPENSES

3.1 In consideration of and as compensation for the Services provided by the Advisor in accordance with this Agreement, the Company shall pay the Advisor a fee of £10,000 per annum (the "Advisory Fee").

3.2 The Advisory Fee shall commence and accrue on a daily basis from the date of this Agreement and shall be payable quarterly in arrears at the end of the quarter to which such Advisory Fee relates, or on such other date and at such other intervals as may be agreed between the parties hereto.

3.3 The Company shall reimburse the Advisor for reasonable expenses incurred directly in connection with the Services provided pursuant to this Agreement.  Any such expenses are payable quarterly in arrears at the end of the quarter to which such expenses relate, or on such other date and at such other intervals as may be agreed between the parties hereto.

3.4 Notwithstanding the foregoing, the Advisor shall at its own expense provide or procure the provision of such office accommodation, staffing and other facilities as may be required to enable it to perform the Services.

3.5 The Advisor is entitled to retain any fees it may receive directly from the Investment Company in connection with the provision of the Services.

2

4.NON EXCLUSIVITY

4.1 Nothing in this Agreement shall limit or restrict the right of the Advisor to engage in any other business or to render services of any kind to any other corporation, firm, individual or association and to retain for its own use and benefit fees or other moneys payable thereby.

4.2 The Advisor is not required to disclose to the Company any fact or thing which comes to the notice of the Advisor or any servant or agent of the Advisor in the course of the Advisor rendering similar services to others independent of the Company in the course of its business for such others in any other capacity or in any manner.

4.3 The Advisor and its associates may buy, hold, deal and make a market in any Shares upon their own account and no such person will be liable to account to the Company or holders of Shares or any other person for any benefit or profits deriving there from or attributable thereto.

5.CONFIDENTIAL INFORMATION

The Advisor undertakes that it will not, and will procure that each person or entity under its control will not, disclose to any other person or use any Confidential Information which is not in the public domain.

6.TERMINATION

This Agreement shall remain in full force and effect until terminated and may be terminated immediately by any party hereto upon written notice to the other parties hereto.

7.INDEMNITY

7.1 Neither the Advisor, nor any of its employees, officers or agents shall be liable to the Company under the terms of this Agreement, except for acts or omissions of the Advisor, or its employees, officers or agents, which constitute (i) fraud, (ii) negligence or (iii) wilful default of any provision set forth in this Agreement.

7.2 The Company will indemnify and hold harmless the Advisor and its employees, officers and agents against all claims and demands, including costs and expenses arising, which may be made against the Advisor and its employees, officers and agents in respect of any loss or damage sustained or suffered or alleged to have been sustained or suffered by any third party, otherwise than by reason of the fraud, negligence or wilful default of the Advisor or any of its employees, officers or agents, provided always that the Advisor will not compromise, settle or pay such claims and demands, including costs and expenses arising, without the prior written consent of the Company.

7.3 The Advisor will not be required to take any legal action on behalf of the Company unless fully indemnified to its reasonable satisfaction for costs and liabilities. If the Company requires the Advisor, in any capacity, to take any action, which in the Advisor's opinion might make it and its employees, officers and agents or nominees liable for the payment of money or liable in any other way, the Advisor will be kept indemnified in any reasonable amount and form satisfactory to it as a pre-requisite to taking such action.

3

8.FORCE MAJEURE

Neither party is to be liable to the other for failure to perform any obligation under this Agreement to the extent that the failure is caused by any factor beyond the reasonable control of the parties.

9.ASSIGNMENT

Neither party shall assign all or any part of this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

10.ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties and supersedes all other agreements or arrangements, whether written or oral, express or implied, between the parties or any of them. No variations of this Agreement are effective unless made in writing signed by both parties or their authorised agents.

11.SEVERABILITY

If any term or provision hereof, or the application thereof to any person or circumstance, shall to any extent be contrary to any applicable exchange or government regulation or otherwise found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is contrary, invalid, or unenforceable shall not be affected thereby and shall remain in full force and effect and, to the extent consistent with the overall intent hereof as evidenced by this Agreement taken as a whole, shall be enforced to the fullest extent permitted by applicable regulation and law.

12.REMEDIES

No failure on the part of either party to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.  The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.  The waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party.  The failure of a party to insist upon strict adherence to any provision of this Agreement shall not constitute a waiver or thereafter deprive such party of the right to insist upon strict adherence.

4

13.NOTICES

13.1 Any notice or other document to be given under this Agreement shall be in writing and shall be deemed duly given if sent by courier or by means of telecommunication in permanent written form to the respective registered offices or principal places of business for the time being of the parties or such other place notified in writing and shall be deemed to have been received when in the ordinary course of the means of transmission it would first be received by the addressee in normal business hours or, in the case of the service of a notice by courier, on the date of delivery confirmed by the courier company.

13.2 In proving the giving of a notice pursuant to clause 13.1 by means of telecommunications in permanent written form it shall be sufficient to prove that such notice was properly addressed and despatched.

14.COUNTERPARTS

This Agreement may be executed in any number of counterparts, but will not take effect until each party has executed at least one counterpart. Each counterpart will constitute an original, but all the counterparts together will constitute a single agreement.

15.GOVERNING LAW

This Agreement is to be governed by and construed in accordance with the laws of the island of Guernsey.

16.JURISDICTION

The courts of Guernsey are to have exclusive jurisdiction to settle any dispute in connection with this Agreement.

5

IN WITNESS WHEREOF the Parties have executed this Agreement the day and year first above written.

SIGNED

/s/ Mark Crockwell
/s/ Heather Gray

Authorised Signatory
For and on behalf of
AL SHAMS INVESTMENTS LIMITED

/s/ Shaun Robert
Director
For and on behalf of
SPARTAN INVESTMENT MANAGEMENT LIMITED

6

EX-2

EXHIBIT 2

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the common stock, $0.01 par value, of Braemar Hotels & Resorts Inc. dated as of the date hereof is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended.

Dated:  August 29, 2019

AL SHAMS INVESTMENTS LIMITED
By:	/s/ Mark Crockwell
Name:	Mark Crockwell
Title:	Director

WAFIC RIDA SAID
	/s/ Mark Crockwell
	Attorney-in-Fact

SPARTAN INVESTMENT MANAGEMENT LIMITED
By:	/s/ Shaun Robert
Name:	Shaun Robert
Title:	Director

EX-3

EXHIBIT 3

POWER OF ATTORNEY

The undersigned, Wafic Rida Saïd, understands that, from time to time, he is required to prepare, execute and file

certain federal and state securities filings.

Know all by these presents, that the undersigned hereby constitutes and appoints each of Mark Crockwell and Paul

Harrison, or any of them signing singly, and with full power of substitution, the undersigned's true and lawful

attorney-in-fact to:

(1) prepare and execute for and on behalfofthe undersigned filings in accordance with Section 13(d) of the

Securities Exchange Act of 1934 and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to

complete and execute any such Section 13(d) filings, complete and execute any amendment or amendments thereto,

and file any such Form or amendment with the SEC and any stock exchange or similar authority, including filing

this Power of Attorney with the SEC; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such

attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being

understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power

of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve

in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and

every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and

powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present,

with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such

attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney

and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in

serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities

to comply with Section 13(d) of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file under

Section 13(d) with respect to the undersigned's holdings of and transactions in securities, unless earlier revoked by

the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 29^th day of August, 2019.

Signed:	Witness:
/s/ Wafic Rafa Saïd	/s/ Daniel Bird
Wafic Rafa Saïd	Name: Daniel Bird
3 Av. De L'Annonciade Monaco	Address: 24 Queen Anne's Gate                 London                 SW1H 9AA                 United Kingdom