Robert G. Haiman - 12 May 2021 Form 4 Insider Report for ASHFORD HOSPITALITY TRUST INC (AHT)

Footnote F1

On March 8, 2021, the Issuer approved this award of restricted stock to the Reporting Person pursuant to a restricted stock grant from the Issuer under the Issuer's 2021 Stock Incentive Plan (the "Plan"), subject to approval of the Plan by the Company's stockholders at the Company's Annual Meeting on May 12, 2021 (which approval was obtained). Such shares generally vest in three (3) substantially equal installments on the first three (3) anniversaries following March 8, 2021, subject to accelerated vesting on certain specified events.

Footnote F2

Each performance LTIP unit ("Performance LTIP Unit") award represents an LTIP Unit (as defined below) subject to specified performance-based vesting criteria.

Footnote F3

Represents the maximum number of LTIP Units that may vest pursuant to such award of Performance LTIP Units, which is 200% of the target number of LTIP Units. The actual number of Performance LTIP Units that may vest can range from 0% to 200% of the target number of Performance LTIP Units, based on achievement of specified relative and total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative and total stockholder return, the Performance LTIP Units, will generally vest on December 31, 2022 (with respect to the 2020 grant). See Footnote 4 discussing the convertibility of vested LTIP Units.

Footnote F4

Represents special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Units (as defined below), are convertible into Common Units at the option of the Reporting Person. Common Limited Partnership Units ("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.

Footnote F5

The LTIP Units reported herein vest in three (3) substantially equal installments on the first three (3) anniversaries of the date of grant. See Footnote 4 discussing the convertibility of vested LTIP Units.

Footnote F6

Neither the Common Units nor the LTIP Units have an expiration date.

Footnote F7

Reflects the aggregate number of LTIP Units held by the Reporting Person following the LTIP Units award reported herein. See Footnote 4 discussing convertibility of LTIP Units.

Footnote F8

Each performance stock unit ("Performance Stock Unit") award granted in 2020 represents a right to receive between 0% and 200% of the target number of Performance Stock Units reflected in the table. Each Performance Stock Unit award granted in 2021 represents a right to receive between 0% and 250% of the target number of Performance Stock Units reflected in the table.

Footnote F9

The Reporting Person received the 2021 Performance Stock Units pursuant to a grant from the Issuer under the Plan, and the 2019 Performance Stock Units pursuant to a grant under the Issuer's 2011 Stock Incentive Plan.

Footnote F10

Represents the target number of common stock shares that may be issued pursuant to the award of Performance Stock Units. The actual number of shares of common stock to be issued upon vesting can range from 0% to 200% (in the case of 2020 Performance Stock Units) or 0% to 250% (in the case of 2021 Performance Stock Units) of the target number of Performance Stock Units reported, based on achievement of specified performance metrics. Assuming continued service through the vesting date and minimum achievement of the specified performance metrics, the Performance Stock Units will generally vest on December 31, 2021 (with respect to the 2019 grant) and December 31, 2023 (with respect to the 2021 grant).