Archie Bennett Jr. - 16 Dec 2021 Form 4 Insider Report for Ashford Inc.

Footnote F1

On December 16, 2021, the Reporting Person received 833 shares of the Issuer's common stock in settlement of an equal number of stock units held under the Ashford Inc. Amended and Restated Nonqualified Deferred Compensation Plan (originally adopted by Ashford Hospitality Trust, Inc., effective January 1, 2008) assumed by Ashford Inc., effective November 12, 2014 (the "Deferred Compensation Plan").

Footnote F2

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 or 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.

Footnote F3

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 Deferred Compensation Plan. On December 16, 2021, 833 stock units were settled for an equal number of shares of the Issuer's common stock.

Footnote F4

In connection with the transactions contemplated by the Combination Agreement, dated May 31, 2019, as amended (the "Combination Agreement"), among the Issuer, the Reporting Person, Monty Bennett, Remington Holdings, L.P., Remington Holdings GP, LLC, Project Management LLC, MJB Investments, L.P., Jeremy Welter, James L. Cowen, Ashford Nevada Holding Corp. and Ashford Merger Sub Inc., the Reporting Person acquired 9,279,300 shares of Series D Convertible Preferred Stock as reported on a Form 4 dated November 7, 2019 (the "Form 4").

Footnote F5

As reported in the Form 4, as of November 6, 2019, the Reporting Person directly owned 9,199,300 shares of Series D Convertible Preferred Stock. Such 9,199,300 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 1,957,297.9 shares of the Issuer's common stock at a conversation 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").

Footnote F6

The Series D Convertible Preferred Stock listed here are held in two separate trusts, each of which hold 40,000 shares of Series D Convertible Preferred Stock. In each case, such 40,000 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 8,510.6 shares of the Issuer's common stock at the Conversion Ratio. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Person herein states that this filing shall not be deemed an admission that he is the beneficial owner of any such interests, and disclaims beneficial ownership of such interests, except to the extent of his pecuniary interest therein.

Footnote F7

The common units ("Common Units") in Ashford Hospitality Advisors LLC, the Issuer's operating subsidiary, owned by the Reporting Person 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.