Robert G. Haiman - 11 May 2021 Form 4 Insider Report for Braemar Hotels & Resorts Inc. (BHR)

Footnote F1

On February 26, 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 Second Amended and Restated 2013 Equity Incentive Plan (the "Plan"), subject to approval of an increase in the shares reserved under the Plan by the Company's stockholders at the Company's Annual Meeting on May 11, 2021 (which approval was obtained). Such shares generally vest in three (3) substantially equal installments on the first three (3) anniversaries following February 26, 2021, subject to accelerated vesting on certain specified events.

Footnote F2

Each performance LTIP Unit ("Performance LTIP Unit") awards represents an LTIP Unit (as defined below) subject to 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 for such respective award. 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 a specified relative total stockholder returns of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative total stockholder return, the Performance LTIP Units will generally vest on December 31, 2022 (with respect to the 2019 grant) and 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 Braemar Hospitality Limited Partnership, the Issuer's operating subsidiary ("Subsidiary"). Vested LTIP Units, upon achieving parity with the Common Partnership Units, are convertible into Common Partnership Units at the option of the Reporting Person. "Common Partnership Units" are Common Limited Partnership Units of the Subsidiary and 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) equal installments over a three (3) year term from the date of the award. See Footnote 4 discussing the convertibility of vested LTIP Units.

Footnote F6

The vested LTIP Units do not have an expiration date.

Footnote F7

Reflects only the number of shares of underlying securities into which the reported award of LTIP Units (not the aggregate number of LTIP Units) is convertible. See Footnote 4 discussing the convertibility of vested LTIP Units.

Footnote F8

Reflects the aggregate number of LTIP Units held directly or indirectly by the Reporting Person following the LTIP Units award reported herein, and includes LTIP Units comprising awards previously granted to, and reported by, the Reporting Person. Such LTIP Units have different grant and vesting dates and include those which (i) may have achieved parity with the Common Partnership Units, (ii) have not yet achieved parity with the Common Partnership Units, (iii) are currently vested or (iv) have not yet vested. Such LTIP Units have been combined herein solely for reporting purposes. See Footnote 4 discussing convertibility of LTIP Units and Footnote 6 discussing convertibility of Common Partnership Units.

Footnote F9

Each performance stock unit ("Performance Stock Unit") award represents a right to receive between zero (0) and two (2) shares of the Issuer's common stock if and when the applicable vesting criteria have been achieved.

Footnote F10

The Reporting Person received the shares pursuant to a stock grant from the Issuer under the Plan. The 2021 Performance Stock Units were approved by the Issuer on February 26, 2021, subject to approval of an increase in the shares reserved under the Plan by the Company's stockholders at the Company's Annual Meeting on May 11, 2021 (which approval was obtained).

Footnote F11

Represents the target share amount that may be issued pursuant to such award of Performance Stock Units. The actual number of shares of common stock to be issued upon vesting can range from 0% to 200% of the number of Performance Stock Units awarded, based on achievement of specified performance goals. 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).