ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On September 10, 2021, the independent members of the Board of Directors of Ashford Inc. (the "Company") approved Amendment No. 1 (the "Amendment") to the Third Amended and Restated Limited Liability Company Agreement of Ashford Hospitality Holdings LLC (a subsidiary operating partnership of the Company), dated as of November 6, 2019 (the "LLC Agreement"). The purpose of the Amendment is to create a new class of Class 2 Long-Term Incentive Partnership Units (the "Class 2 LTIP Units") in Ashford Hospitality Holdings LLC ("AHH"), which replicate the economics of a stock option granted by the Company by converting (prior to the applicable final conversion date) into a number of long-term incentive partnership units (the "LTIP Units") in AHH based on the appreciation in a share of the Company's common stock over the issue price of the applicable Class 2 LTIP Unit. LTIP Units are in turn convertible into common limited partnership units of AHH, which are themselves redeemable for cash or, at the option of the Company, convertible into shares of the Company's common stock on a 1-for-1 basis. The Amendment was approved in order to provide certain executives of the Company the opportunity to substitute historical stock options granted by the Company with Class 2 LTIP Units awarded under the Company's 2014 Incentive Plan, as amended, with such Class 2 LTIP Units having an issue price equal to the exercise price of the applicable substituted option and a final conversion date that is the same as the expiration date of the applicable substituted option.

This summary of the LLC Agreement and the Amendment are qualified in their entirety by reference to the full text of the LLC Agreement and the Amendment, which are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and incorporated by reference as though fully set forth herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS






(d)    Exhibit



Exhibit
Number                             Exhibit Description
  10.1       Third Amended and Restated Limited Liability Company Agreement of
           Ashford Hospitality Holdings LLC, dated as of November 6, 2019.
  10.2       Amendment No. 1 to the Third Amended and Restated Limited Liability
           Company Agreement of Ashford Hospitality Holdings LLC.
104        Cover Page Interactive Data File (formatted in Inline XBRL and
           contained in Exhibit 101)

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