ITEM 8.01 OTHER EVENTS. As previously disclosed, on October 16, 2020, the independent members of the board of directors of Ashford Inc. (the "Ashford Inc. Directors") provided Ashford Hospitality Trust, Inc. ("Ashford Trust"): (i) a 30-day deferral on the payment of certain fees and reimbursable expenses with respect to the month of October 2020 payable under the Advisory Agreement (defined below); and (ii) a 30-day deferral on the payment of certain fees payable to Lismore Capital II LLC ("Lismore"), a subsidiary of Ashford Inc., pursuant to the Lismore Agreement (defined below). On November 5, 2020, the Ashford Inc. Directors provided Ashford Trust: (i) an additional 30-day deferral of the base advisory fees and Lismore success fees for the month of October 2020 that were previously deferred; and (ii) a 30-day deferral of the base advisory fees and any Lismore success fees for the month of November 2020. On November 26, 2020, the Ashford Inc. Directors provided Ashford Trust: (i) an additional deferral of the base advisory fees and any Lismore success fees for the months of October 2020 and November 2020 that were previously deferred; and (ii) a deferral of the base advisory fees and any Lismore success fees for the month of December 2020 such that all such fees would be due and payable on January 4, 2021.

On January 4, 2021, the independent members of the board of directors of Ashford Trust (the "Ashford Trust Directors") requested that Ashford Inc. provide Ashford Trust: (i) an additional deferral of the base advisory fees and any Lismore success fees for the months of October 2020, November 2020 and December 2020 that were previously deferred; and (ii) a deferral of the base advisory fees and any Lismore success fees for the month of January 2021 such that all such fees would be due and payable on January 11, 2021. On January 4, 2021, the Ashford Inc. Directors approved the Ashford Trust Directors' requests, as described further below.

Advisory Agreement

Absent a waiver, pursuant to the Amended and Restated Advisory Agreement, effective as of June 10, 2015, by and among Ashford Trust, Ashford Hospitality Limited Partnership, Ashford TRS Corporation, Ashford Inc. and Ashford Hospitality Advisors LLC, as amended (the "Advisory Agreement"), Ashford Trust must pay, on a monthly basis, a base management fee. The minimum base management fee is equal to the greater of: (i) 90% of the base fee paid for the same month in the prior fiscal year? and (ii) 1/12th of the "G&A Ratio" for the most recently completed fiscal quarter multiplied by Ashford Trust's total market capitalization on the last balance sheet date included in the most recent quarterly report on Form 10-Q or annual report on Form 10-K that Ashford Trust filed with the Securities and Exchange Commission. In addition, Ashford Inc. is entitled to receive directly or be reimbursed for all expenses paid or incurred by Ashford Inc. on behalf of Ashford Trust or in connection with the services provided by Ashford Inc. pursuant to the Advisory Agreement.

On January 4, 2021, the Ashford Inc. Directors granted Ashford Trust: (i) an additional deferral of the payment of the base advisory fees that were previously deferred for the months of October 2020, November 2020 and December 2020; and (ii) a deferral of approximately $2.8 million in base advisory fees with respect to the month of January 2021. The foregoing payments will now be due and payable on January 11, 2021. Additionally, the Ashford Inc. Directors waived any claim against Ashford Trust and Ashford Trust's affiliates and each of their officers and directors for breach of the Advisory Agreement or any damages that may have arisen in absence of such fee deferral.

The foregoing summary is qualified in its entirety by reference to the Advisory Agreement and amendment thereto, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K, each of which is incorporated by reference herein.

Lismore Agreement

On July 1, 2020, Ashford Trust entered into an amended and restated agreement, effective as of April 6, 2020, with Lismore, a subsidiary of Ashford Inc., whereby Lismore, acting as agent for Ashford Trust, was engaged to seek maturity extensions, refinancings, forbearances, principal reductions and debt-to-equity conversions of Ashford Trust's existing mortgage and mezzanine loans (the "Lismore Agreement").

Absent a waiver, pursuant to the Lismore Agreement, the fees Lismore would be entitled to are approximately $3.4 million in success fees payable in connection with any signed forbearance agreements negotiated in the months of October 2020, November 2020, December 2020 and January 2021 with Ashford Trust's mortgage and mezzanine lenders. On January 4, 2021, the Ashford Inc. Directors granted Ashford Trust: (i) an additional deferral of the payment of any Lismore success fees for the months of October 2020, November 2020 and December 2020; and (ii) a deferral of any additional Lismore success fees for the month of January 2021. The foregoing payments will now be due and payable on January 11, 2021. Additionally, the Ashford Inc. Directors waived any claim against Ashford Trust and Ashford Trust's affiliates and each of their officers and directors for breach of the Lismore Agreement or any damages that may have arisen in absence of such fee deferral.

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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.



(d) Exhibits
Exhibit
Number              Exhibit Description
10.1                  Amended and Restated Advisory Agreement, dated as of June 10, 2015, by and
                    between Ashford Hospitality Trust, Inc., Ashford Hospitality Limited
                    Partnership, Ashford TRS Corporation, Ashford Inc. and Ashford Hospitality
                    Advisors LLC (incorporated by reference to Exhibit 10.1 of Form 8-K, filed on
                    June 12, 2015) (File No. 001-31775).
10.2                  Enhanced Return Funding Program Agreement and Amendment No. 1 to the Amended
                    and Restated Advisory Agreement, dated June 26, 2018, among Ashford Hospitality
                    Trust, Inc., Ashford Hospitality Limited Partnership, Ashford TRS Corporation,
                    Ashford Inc. and Ashford Hospitality Advisors LLC, dated June 26, 2018
                    (incorporated by reference to Exhibit 10.1 of Form 8-K filed on June 26, 2018)
                    (File No. 001-31775).
                    Cover Page Interactive Data File (formatted in Inline XBRL and contained in
104                 Exhibit 101).

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