Monty J. Bennett - 18 Oct 2024 Form 4 Insider Report for Ashford Inc.

Footnote F1

The Reporting Person received the LTIP Units pursuant to a grant from the Issuer under the Issuer's 2014 Incentive Plan, as amended (the "Plan") and such LTIP Units are fully vested.

Footnote F2

The Reporting Person received the LTIP Units pursuant to a grant from the Issuer under the Plan. Such shares vest in three (3) substantially equal installments on the first three (3) anniversaries following the date of grant.

Footnote F3

Vested LTIP Units, upon achieving parity with Common Units (as defined below), are convertible into Common Units at the option of the Reporting Person. See Footnote 10 discussing the convertibility of Common Units.

Footnote F4

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

Footnote F5

Class 2 Long-Term Incentive Partnership Units ("LTIP 2") in Ashford Hospitality Holdings LLC ("AHH") granted under the Plan. The LTIP 2s will vest on March 15, 2025, the third anniversary of the grant date on March 15, 2022. Each vested LTIP 2 can convert into a number of common limited partnership units of AHH ("Common Units"), based on the appreciation in a share of the Issuer's common stock over the issue price, but a vested LTIP 2 may only be so converted prior to the final conversion date of such LTIP 2.

Footnote F6

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 2,082,481 shares of the Issuer's common stock (including 157,523 of the Issuer's common stock in connection with the potential conversion of all unpaid accrued and accumulated dividends thereon) 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").

Footnote F7

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, Archie Bennett, Jr., 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 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.

Footnote F8

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 18,414 shares of the Issuer's common stock (including 1,393 of the Issuer's common stock in connection with the potential conversion of all unpaid accrued and accumulated dividends thereon) at the Conversion Ratio.

Footnote F9

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 34,987 shares of the Issuer's common stock (including 2,646 of the Issuer's common stock in connection with the potential conversion of all unpaid accrued and accumulated dividends thereon) at the Conversion Ratio.

Footnote F10

Common Units in AHH, 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.

Footnote F11

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.