Braemar Hotels & Resorts Inc. - Proxy Solicitation & Information Statement 2017

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

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Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material under §240.14a-12

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ASHFORD HOSPITALITY PRIME, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held June 9, 2017

To the stockholders of ASHFORD HOSPITALITY PRIME, INC.:

The annual meeting of stockholders of Ashford Hospitality Prime, Inc., a Maryland corporation, will be held at the Dallas Marriott Suites Medical/Market Center, 2493 North Stemmons Freeway, Dallas, Texas 75207 on June 9, 2017, beginning at 9:30 a.m., Central time, for the following purposes:

Stockholders of record at the close of business on May 4, 2017 will be entitled to notice of and to vote at the annual meeting of stockholders. It is important that your shares be represented at the annual meeting of stockholders regardless of the size of your holdings . Whether or not you plan to attend the annual meeting of stockholders in person, please vote your shares by signing, dating and returning the enclosed proxy card as promptly as possible. A postage-paid envelope is enclosed if you wish to vote your shares by mail. If you hold shares in your own name as a holder of record and vote your shares by mail prior to the annual meeting of stockholders, you may revoke your proxy by any one of the methods described herein if you choose to vote in person at the annual meeting of stockholders. Voting promptly saves us the expense of a second mailing.

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By order of the board of directors,
/s/ DAVID A. BROOKS David A. Brooks, Secretary

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14185 Dallas Parkway, Suite 1100 Dallas, Texas 75254 April 28, 2017

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2017 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 9, 2017.

The company's Proxy Statement for the 2017 Annual Meeting of Stockholders, the Annual Report to Stockholders for the fiscal year ended December 31, 2016 and the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 are available at www.ahpreit.com under the "Investor" link, at the "Annual Meeting Material" tab.

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TABLE OF CONTENTS

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GENERAL INFORMATION ABOUT VOTING	3
Solicitation of Proxies	3
Voting	3
Right to Revoke Proxy	4
Multiple Stockholders Sharing the Same Address	5
PROPOSAL NUMBER ONEELECTION OF DIRECTORS	6
NOMINEES FOR ELECTION AS DIRECTORS	7
BOARD OF DIRECTORS AND COMMITTEE MEMBERSHIP	14
Board Member Independence	14
Attendance at Annual Meeting of Stockholders	14
Board Leadership Structure	15
Board Committees and Meetings	15
Compensation Committee Interlocks and Insider Participation	17
CORPORATE GOVERNANCE PRINCIPLES	18
Code of Business Conduct and Ethics	18
Board Oversight of Risk	18
Director Orientation and Continuing Education	18
Director Retirement Policy	19
Director Nomination Procedures	19
Stockholder and Interested Party Communication with our Board of
Directors	20
DIRECTOR COMPENSATION	21
EXECUTIVE OFFICERS	23
EXECUTIVE COMPENSATION	27
2017 Equity Grant Decisions for 2016 Performance	29
Summary Compensation Table	30
Outstanding Equity Awards at Fiscal Year End Table	31
POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF
CONTROL	33
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS	35
Section 16(a) Beneficial Ownership Reporting Compliance	37
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	38
Our Relationship and Agreements with
Ashford Inc.	38
Our Relationship with AIM	40
Our Relationship and Agreements with Ashford Trust	41
AUDIT COMMITTEE REPORT	43
PROPOSAL NUMBER TWOAPPROVAL OF A MAJORITY VOTE REQUIREMENT FOR UNCONTESTED
DIRECTOR ELECTIONS	44
PROPOSAL NUMBER THREEAPPROVAL OF THE AMENDMENT OF THE 2013 EQUITY
INCENTIVE PLAN	45
General	45
Description of the Amendment to the 2013 Equity Incentive Plan	45
Eligibility	45
Material Terms of the 2013 Equity Incentive Plan	45
Recent Amendments to Immaterial Terms of the Plan	49
Reasons Supporting the Amendment	49
Options Granted to Certain Persons	50
Equity Compensation Plan Information	51
PROPOSAL NUMBER FOURAPPROVAL OF THE AMENDED ADVISORY
AGREEMENT	52

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The Background of the Amended Advisory Agreement	54
The Company's Reasons for Entering into the Amended Advisory
Agreement	59
Summary of Financial Analysis Performed	60
Implied Present Value of Financial ImpactNo Acquisitions	63
Implied Present Value of Financial ImpactHigh Acquisitions	64
Termination Payment Calculation	65
The Amended Advisory Agreement	65
Fees, Expenses and Other Payments.	70
PROPOSAL NUMBER FIVERATIFICATION OF THE APPOINTMENT OF BDO USA, LLP
AS OUR INDEPENDENT AUDITORS	77
STOCKHOLDER PROPOSALS AND OTHER INFORMATION FOR 2017 ANNUAL
MEETING	79
ANNUAL REPORT	80
OTHER MATTERS	80
ADDITIONAL INFORMATION	81
EXHIBIT A	A-1
EXHIBIT B	B-1

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iii

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ASHFORD HOSPITALITY PRIME, INC. 14185 Dallas Parkway, Suite 1100 Dallas, Texas 75254

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PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS To Be Held June 9, 2017

We are providing these proxy materials in connection with the solicitation by the board of directors of Ashford Hospitality Prime, Inc. of proxies to be voted at our annual meeting of stockholders to be held at the Dallas Marriott Suites Medical/Market Center, 2493 North Stemmons Freeway, Dallas, Texas 75207 beginning at 9:30 a.m., Central time, on June 9, 2017. The board of directors is requesting that you allow your shares to be represented and voted at the annual meeting of stockholders by the proxies named on the enclosed proxy card. This proxy statement and accompanying proxy will first be mailed to stockholders on or about April 28, 2017.

" We ," " our ," " us ," " Ashford Prime ," and the " company " or " Company " each refers to Ashford Hospitality Prime, Inc., a Maryland corporation and real estate investment trust (" REIT ") listed on The New York Stock Exchange (" NYSE ") under the ticker symbol "AHP." " Ashford Trust " refers to Ashford Hospitality Trust, Inc. (NYSE: AHT), a Maryland corporation and REIT, from which we spun off in November 2013. " Ashford Inc. " refers to Ashford Inc. (NYSE: AINC), a Maryland corporation that spun off from Ashford Trust in November 2014. " Ashford LLC " refers to Ashford Hospitality Advisors, LLC, a Delaware limited liability company and a subsidiary of Ashford Inc. which, together with Ashford Inc., serves as our external advisor. We refer to Ashford Inc. and Ashford LLC collectively as our " advisor ." " Remington " refers to Remington Lodging & Hospitality, LLC, a Delaware limited liability company and our property management company. Remington is owned by Mr. Monty J. Bennett, Chairman of our board, and his father, Mr. Archie Bennett, Jr., Chairman Emeritus of Ashford Trust. Mr. Monty Bennett also serves as the Chief Executive Officer of Remington.

At the annual meeting of stockholders, action will be taken to:

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FORWARD-LOOKING STATEMENTS

Certain statements and assumptions in this proxy statement contain or are based upon "forward-looking" information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties. When we use the words "will likely result," "may," "anticipate," "estimate," "should," "expect," "believe," "intend," or similar expressions, we intend to identify forward-looking statements. Such forward-looking statements include, but are not limited to, our business and investment strategy, our understanding of our competition, current market trends and opportunities, and projected capital expenditures. Such statements are subject to numerous assumptions and uncertainties, many of which are outside of our control.

These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation: general volatility of the capital markets and the market price of our common and preferred stock; changes in our business or investment strategy; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the market in which we operate, interest rates or local economic conditions; the degree and nature of our competition; actual and potential conflicts of interest with our advisor, Ashford Trust, Ashford LLC, Remington, our executive officers and our non-independent directors; changes in personnel of Ashford LLC or changes in governmental regulations, accounting rules, tax rates and similar matters; legislative and regulatory changes, including changes to the Internal Revenue Code of 1986, as amended, and related rules, regulations and interpretations governing the taxation of REITs; and limitations imposed on our business and our ability to satisfy complex rules in order for us to qualify as a REIT for U.S. federal income tax purposes. These and other risk factors are more fully discussed in the section entitled "Risk Factors" in our Annual Report on Form 10-K, and from time to time, in our other filings with the Securities and Exchange Commission (" SEC "). The forward looking statements included in this proxy statement are only made as of the date of this proxy statement. Investors should not place undue reliance on these forward-looking statements. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise.

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GENERAL INFORMATION ABOUT VOTING

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Solicitation of Proxies

The enclosed proxy is solicited by and on behalf of our board of directors. In addition to the solicitation of proxies by use of the mail, we expect that our directors, officers and employees of our advisor may solicit the return of proxies by personal interview, telephone, e-mail or facsimile. We will not pay additional compensation to our directors, officers or the employees of our advisor for their solicitation efforts, but we will reimburse them for any out-of-pocket expenses they incur in their solicitation efforts. We also intend to request persons holding shares of our common stock (the " common stock " and together with the Series C Preferred Stock, " voting stock ") in their name or custody, or in the name of a nominee, to send proxy materials to their principals and request authority for the execution of the proxies, and we will reimburse such persons for their expense in doing so. We will bear the expense of soliciting proxies for the annual meeting of stockholders, including the cost of mailing.

We have retained MacKenzie Partners, Inc. (" MacKenzie ") to aid in the solicitation of proxies and to verify records relating to the solicitation. MacKenzie will receive a fee of $10,000, plus out-of-pocket expenses.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Voting Securities

The company's common stock and Series C Preferred Stock constitute the voting stock of the company. The common stock and the Series C Preferred Stock vote together as a single class. Each share of common stock and each share of Series C Preferred Stock entitles the holder to one vote. As of April 24, 2017, there were 31,765,912 shares of common stock outstanding and entitled to vote and no shares of Series C Preferred Stock outstanding. Only record holders of voting stock at the close of business on May 4, 2017 are entitled to notice of and to vote at the annual meeting of stockholders and any postponement or adjournment of the annual meeting.

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If you hold your voting stock in your own name as a holder of record, you may instruct the proxies to vote your voting stock by signing, dating and mailing the proxy card in the postage-paid envelope provided. You may also vote your voting stock in person at the annual meeting of stockholders. Each stockholder may appoint only one proxy holder or representative to attend the meeting on his or her behalf.

If your voting stock is held on your behalf by a broker, bank or other nominee, you will receive instructions from them that you must follow to have your voting stock voted at the annual meeting of stockholders.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Counting of Votes

A quorum will be present at the annual meeting if the stockholders entitled to cast a majority of all the votes entitled to be cast at the annual meeting on any matter are present in person or by proxy. If you have returned valid proxy instructions or if you hold your shares of voting stock in your own name as a holder of record and attend the annual meeting of stockholders in person, your shares will be counted for the purpose of determining whether there is a quorum. If a quorum is not present, the annual meeting of stockholders may be adjourned by the chairman of the meeting until a quorum has been obtained.

The affirmative vote of a plurality of all of the votes cast at the annual meeting of stockholders will be required to elect each nominee to our board of directors (Proposal 1). Each share may be voted

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for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted. Cumulative voting is not permitted.

The affirmative vote of two thirds of all the votes entitled to be cast on the matter will be required to approve the amendment of our charter to require a majority voting standard in uncontested director elections (Proposal 2). The affirmative vote of a majority of all of the votes cast at the annual meeting will be required for the amendment of our 2013 Equity Incentive Plan (Proposal 3), to approve the amendment and restatement of our advisory agreement (Proposal 4), to ratify the appointment of BDO USA, LLP as our independent auditors for the year ending December 31, 2017 (Proposal 5) and for any other matter that may properly come before the stockholders at the meeting.

If you are the beneficial owner of shares held in the name of a broker, trustee or other nominee and do not provide that broker, trustee or other nominee with voting instructions, your shares may constitute "broker non-votes." The election of directors (Proposal 1), the amendment of our charter (Proposal 2), the amendment of our 2013 Equity Incentive Plan (Proposal 3) and the amendment and restatement of our advisory agreement (Proposal 4) are non-routine items under the rules of the NYSE, and shares may not be voted on these matters by brokers, banks or other nominees who have not received specific voting instructions from the beneficial owner of the shares. It is therefore important that you provide instructions to your broker so that your shares will be voted for purposes of Proposals 1 through 4. The ratification of the appointment of BDO USA, LLP as our independent auditors (Proposal 5), is a routine item, and as such, banks, brokers and other nominees that do not receive voting instructions from beneficial owners may vote on this proposal in their discretion.

Abstentions and broker non-votes will be included in determining whether a quorum is present at the annual meeting, as they are considered present and entitled to cast a vote on a matter at the meeting (even if, in the case of broker non-votes, they are only entitled to vote on Proposal 5). Abstentions and broker non-votes will not be considered "votes cast," will not be included in vote totals on Proposals 1, 3 and 4 and will not affect the outcome of the votes on Proposals 1, 3 and 4. Abstentions will not be considered "votes cast" and therefore will not be included in vote totals and will not affect the outcome of the vote for Proposal 5. Since the vote required on Proposal 2 is the approval of two thirds of all of the votes entitled to be cast, an abstention or broker non-vote on Proposal 2 has the same effect as a vote against Proposal 2.

If you sign and return your proxy card without giving specific voting instructions, your shares will be voted consistent with the board's recommendations.

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If you hold shares of voting stock in your own name as a holder of record, you may revoke your proxy instructions through any of the following methods:

You must meet the same deadline when revoking your proxy as when voting by proxy. See the "Voting" section of this proxy statement for more information.

If shares of voting stock are held on your behalf by a broker, bank or other nominee, you must contact them to receive instructions as to how you may revoke your proxy instructions.

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The SEC rules allow for the delivery of a single copy of an annual report and proxy statement to two or more stockholders who share an address, unless we have received contrary instructions from one or more of the stockholders. We will deliver promptly upon written or oral request separate copies of our annual report and proxy statement to a stockholder at a shared address to which a single copy was delivered. Requests for additional copies of the proxy materials, and requests that in the future separate proxy materials be sent to stockholders who share an address, should be directed to Ashford Hospitality Prime, Inc., Attention: Investor Relations, 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254 or by calling (972) 490-9600. In addition, stockholders who share a single address but receive multiple copies of the proxy materials may request that in the future they receive a single copy by contacting us at the address and phone number set forth in the previous sentence. Depending upon the practices of your broker, bank or other nominee, you may need to contact them directly to continue duplicate mailings to your household. If you wish to revoke your consent to householding, you must contact your broker, bank or other nominee. If you hold shares of voting stock in your own name as a holder of record, householding will not apply to your shares.

If you wish to request extra copies free of charge of any annual report, proxy statement or information statement, please send your request to Ashford Hospitality Prime, Inc., Attention: Investor Relations, 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254 or call (972) 490-9600. You can also obtain copies from our web site at www.ahpreit.com .

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PROPOSAL NUMBER ONEELECTION OF DIRECTORS

One of the purposes of the annual meeting of stockholders is to elect directors to hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified. Our nominating and corporate governance committee has recommended, and our board of directors has nominated, for re-election eight persons currently serving as directors. If elected, each of the persons nominated as director will serve until the next annual meeting of stockholders and until their successors are duly elected and qualified.

On February 16, 2017, we, Ashford Trust and Ashford Inc. entered into a Settlement Agreement with Sessa Capital (Master), L.P. and certain of its affiliates (" Sessa ") regarding the composition of our board of directors, dismissal of pending litigation involving the parties and certain other matters. Under the Settlement Agreement, we agreed to appoint to our board two of five individuals Sessa previously sought to nominate as directors to our board, and to work together with Sessa in good faith to identify one additional director who will be independent of both the company and Sessa. Accordingly, we appointed Mr. Daniel B. Silvers and Mr. Lawrence A. Cunningham to our board, and increased the size of our board from eight to ten members, on March 3, 2017. The Settlement Agreement also provides that, so long as Sessa satisfies certain ownership thresholds with respect to our common stock, the company will nominate: (i) Messrs. Silvers and Cunningham; (ii) the additional independent director; and (iii) Montgomery J. Bennett, Stefani D. Carter, Kenneth H. Fearn, Douglas A. Kessler, Curtis B. McWilliams and Matthew D. Rinaldi (or their successors) at each of the 2017 and 2018 annual meetings of the company's stockholders. As a result, Messrs. Strong and Murphy are not standing for re-election. The additional independent director was not identified pursuant to the Settlement Agreement prior to the mailing of this proxy statement.

On February 20, 2017, Mr. Kessler informed our board of his intention not to stand for re-election to the board at the 2017 annual meeting. Mr. Kessler's decision was made in connection with his appointment as Chief Executive Officer of Ashford Trust and not as a result of a disagreement with us or our board. On April 27, 2017, Mr. Kessler resigned from the board and the board appointed Ms. Sarah Zubiate Darrouzet to succeed Mr. Kessler as a member of our board.

Set forth below are the names, principal occupations, committee memberships, ages, directorships held with other companies, and other biographical data for each of the eight nominees for director, as well as the month and year each nominee first began his service on our board of directors. For a discussion of beneficial ownership, see the "Security Ownership of Management and Certain Beneficial Owners" section of this proxy statement.

If any nominee becomes unable to stand for election as a director, an event that our board of directors does not presently expect, our board of directors reserves the right to nominate substitute nominees prior to the meeting. In such a case, the company will file an amended proxy statement that will identify the substitute nominees, disclose whether such nominees have consented to being named in such revised proxy statement and to serve, if elected, and include such other disclosure relating to such nominees as may be required under the Securities Exchange Act of 1934, as amended.

The board of directors recommends a vote FOR all nominees.

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NOMINEES FOR ELECTION AS DIRECTORS

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Monty J. Bennett Age 51 Mr. Monty Bennett has served as Chairman of our board of directors since April 2013, and also served as Chief Executive Officer from April 2013 to November 2016. He has served as the Chief Executive Officer and Chairman of the board of directors of Ashford Inc. since November 2014 and Ashford LLC since April 2013. At Ashford Trust, Mr. Bennett has served as a member of the board of directors since May 2003 and as Chairman since January 2013, and served as Chief Executive Officer from May 2003 until February 2016. Mr. Bennett also serves as the Chairman of Ashford Investment Management, LLC (" AIM "), an investment fund platform and an indirect subsidiary of Ashford Inc., and as Chief Executive Officer of Remington Holdings, LP. Mr. Bennett joined Remington Hotel Corporation in 1992 and has served in several key positions, such as President, Executive Vice President, Director of Information Systems, General Manager and Operations Director. Mr. Monty Bennett holds a Master's degree in Business Administration from the S.C. Johnson Graduate School of Management at Cornell University and a Bachelor of Science degree with distinction from the Cornell School of Hotel Administration. He is a life member of the Cornell Hotel Society. He has over 20 years of experience in the hotel industry and has experience in virtually all aspects of the hospitality industry, including hotel ownership, finance, operations, development, asset management and project management. He is a member of the American Hotel & Lodging Association's Industry Real Estate Finance Advisory Council (IREFAC), the Urban Land Institute's Hotel Council, and is on the Advisory Editorial Board for GlobalHotelNetwork.com. He is also a member of the CEO Fiscal Leadership Council for Fix the Debt, a non-partisan group dedicated to reducing the nation's federal debt level and on the advisory board of Texans for Education Reform. Formerly, Mr. Bennett was a member of Marriott's Owner Advisory Council and Hilton's Embassy Suites Franchise Advisory Council. Mr. Bennett is a frequent speaker and panelist for various hotel development and industry conferences, including the NYU Lodging Conference and the Americas Lodging Investment Summit conferences. Mr. Bennett received the Top-Performing CEO Award from HVS for 2011. This award is presented each year to the CEO in the hospitality industry who offers the best value to stockholders based on HVS's pay-for-performance model. The model compares financial results relative to CEO compensation, as well as stock appreciation, company growth and increases in EBITDA.

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| | Mr. Bennett's extensive industry experience as well as the strong and consistent leadership qualities he has displayed in his role as Chairman, his prior role as the Chief Executive Officer and his role as
chairman and chief executive officer of Ashford Inc. since the inception of such entities are vital skills that make him uniquely qualified to serve as the Chairman of our board. |
| --- | --- |
| Stefani D. Carter Age 39 | Ms. Carter has served as a member of our board of directors since November 2013. She currently serves as chair of our nominating and corporate governance committee and as a member of our audit committee and our
related party/conflicts committee. Ms. Carter has been a practicing attorney since 2005, specializing in civil litigation, contractual disputes and providing general counsel and advice to small businesses and individuals. Ms. Carter has
served as a principal at the law firm of Stefani Carter & Associates, LLC since 2011. In addition, Ms. Carter served as an elected representative of Texas House District 102 in the Texas House of Representatives (the " Texas House ") between 2011 and 2015 and served as a member on several Texas House committees, including the Committee on Appropriations, the Energy Resources Committee, and the Select Committee on Criminal
Procedure Reform. Ms. Carter also served as a member and Vice-Chair of the Texas House Committee on Criminal Jurisprudence. From 2008 to 2011, Ms. Carter was employed as an associate attorney at the law firm of Sayles Werbner and from 2007
to 2008 was a prosecutor in the Collin County District Attorney's Office. Prior to joining the Collin County District Attorney's Office, Ms. Carter was an associate attorney at Vinson & Elkins from 2005 to 2007. Ms. Carter has a
Juris Doctor from Harvard Law School, a Master's in Public Policy from Harvard University's John F. Kennedy School of Government and a Bachelor of Arts in Government and a Bachelor of Journalism in News/Public Affairs from The University of Texas at
Austin. Ms. Carter brings her extensive legal experience in advising and counseling clients in civil litigation and contractual disputes, as well as her many experiences as an elected official, to our board of directors. |

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ZEQ.=2,SEQ=13,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=714783,FOLIO='8',FILE='DISK130:[17ZAK3.17ZAK70203]CG70203A.;29',USER='C902274',CD='27-APR-2017;22:16'

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| Lawrence A. Cunningham Age 54 | Mr. Cunningham joined our board of directors in March 2017 and has not been appointed to any committees. Mr. Cunningham, is the Henry St. George Tucker III Research Professor at The George Washington
University Law School in Washington D.C. and Founding Director of GW's Business Law Program in New York City. He previously served as Professor of Law and Business at Boston College, including a term as Associate Dean, and Professor of Law and
Director of the Samuel and Ronnie Heyman Center on Corporate Governance at Cardozo School of Law in New York City. Prior to that time, Mr. Cunningham served as of counsel for Roberts, Sheridan & Kotel and practiced corporate law with
Cravath, Swaine & Moore. Mr. Cunningham has published dozens of research articles on corporate governance, contracts, and related matters in journals of universities such as Columbia, Cornell, and Vanderbilt, as well as numerous other
works on corporate governance in periodicals such as Directors & Boards, Harvard Corporate Governance Blog, NACD Directorship, and The Wall Street Journal. He has published numerous books, including The Essays of Warren Buffett: Lessons for
Corporate America, in collaboration with Warren Buffett, and The AIG Story, with Hank Greenberg. He is a Member of the Dean's Council of Lerner College of Business of the University of Delaware, a Member of the Editorial Board of the Museum of
American Finance in New York, and a Director of Pearl West Group, a private investment firm based in Canada. Mr. Cunningham received a B.A. in Economics from the University of Delaware and a J.D. magna cum laude from Cardozo. Professor
Cunningham brings to our board of directors nearly 30 years of expertise in corporate governance and corporate law. |
| --- | --- |
| Sarah Zubiate Darrouzet Age 33 | Ms. Sarah Zubiate Darrouzet joined our board in April 2017 and has not been appointed to any committees. Ms. Zubiate Darrouzet co-founded Zubiate Foods, LLC, in 2013, a gourmet consumer products company
where she serves as Chief Executive Officer. She previously served as the Director of Financial Development for the Dallas Metropolitan YMCA. From 2011-2013, she was Vice President for investment advisory firm, Trinity Fiduciary Partners, LLC
and served in a variety of roles. She acted on behalf of Trinity Fiduciary Partners in an investment advisory capacity to their proprietary mutual fund family, Epiphany Mutual Funds, in addition to serving as Vice President for their Institutional
Asset Management Services. Ms. Zubiate Darrouzet previously worked at Charles Schwab in a consulting capacity for over three and a half years and additionally as a Fixed Income Trader with Fidelity Investments. She has served as a panelist and spokesperson at
numerous national symposiums, foundations & Fortune 500 company retreats. Ms. Zubiate Darrouzet received her BBA in Finance and Marketing, magna cum laude, from St. Edward's University. |

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ZEQ.=3,SEQ=14,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=15481,FOLIO='9',FILE='DISK130:[17ZAK3.17ZAK70203]CG70203A.;29',USER='C902274',CD='27-APR-2017;22:16'

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Kenneth H. Fearn Age 51 Mr. Fearn joined our board of directors in August 2016 and serves as a member on our audit and our nominating and corporate governance committees. Kenneth H. Fearn is Founder and Managing Partner of Integrated Capital LLC, a private equity real estate firm with a focus on hospitality assets in markets across the United States. Prior to founding Integrated Capital, Mr. Fearn was Managing Director and Chief Financial Officer of Maritz, Wolff & Co., a private equity firm engaged in real estate acquisition and development. Maritz, Wolff managed three private equity investment funds totaling $500 million focused on acquiring luxury hotels and resorts. Prior to Maritz, Wolff, he was with McKinsey & Company, a strategy management consulting firm in Los Angeles, where he worked with Fortune 200 companies to address issues of profitability and develop business strategies. Prior to McKinsey & Company, he worked at JP Morgan & Company, where he was involved with corporate merger and acquisition assignments. Mr. Fearn received a Bachelor of Arts in Political Science from the University of California, Berkeley and a Master of Business Administration from the Harvard University Graduate School of Business. Mr. Fearn has served on the Marriott International Owner Advisory Board since 2006 and previously served as an Entrepreneur in Residence at the Leland C. and Mary M. Pillsbury Institute for Hospitality Entrepreneurship at Cornell University. He also previously served as Chairman of the Board of Commissioners of the Community Redevelopment Agency of the City of Los Angeles as well as the Board of Directors of the Los Angeles Area Chamber of Commerce, where he was a member of the Executive Committee and the Finance Committee from 2005-2014. Mr. Fearn brings over 21 years of real estate and hospitality experience to our board of directors. During his career at Maritz, Wolff & Co. and later Integrated Capital, he was involved in the acquisition of approximately $2 billion in hospitality assets and secured in excess of $2.5 billion in debt financing. His extensive contacts in the hospitality and commercial real estate lending industries will be beneficial in his service on our board of directors.

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ZEQ.=4,SEQ=15,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=977037,FOLIO='10',FILE='DISK130:[17ZAK3.17ZAK70203]CG70203A.;29',USER='C902274',CD='27-APR-2017;22:16'

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Curtis B. McWilliams Age 61 Mr. McWilliams has served as a member of our board of directors since November 2013 and currently serves as a member of our audit committee. He also serves as a director of Ardmore Shipping Corporation, an NYSE-listed company. Mr. McWilliams retired from his position as President and Chief Executive Officer of CNL Real Estate Advisors, Inc. in 2010 after serving in such role since 2007. CNL Real Estate Advisors, Inc. provides advisory services relating to commercial real estate acquisitions and asset management and structures strategic relationships with U.S. and international real estate owners and operators for investments in commercial properties across a wide variety of sectors. From 1997 to 2007, Mr. McWilliams also served as the President and Chief Executive Officer, as well as serving as a director from 2005 to 2007, of Trustreet Properties, Inc., which under his leadership became the then-largest publicly-traded restaurant REIT with over $3.0 billion in assets. Mr. McWilliams has approximately 13 years of experience with REITs and, during his career at CNL Real Estate Advisors, Inc., helped launch and then served as the President of two REIT joint ventures between CNL and Macquarie Capital and the external advisor for both such REITs. Mr. McWilliams previously served on the board of directors and as the audit committee chairman of CNL Bank, a state bank in the State of Florida, from 1999 to 2004. Mr. McWilliams also has approximately 13 years of investment banking experience at Merrill Lynch & Co., where he started as an associate and later served for several years as a Managing Director. Mr. McWilliams has a Master's in Business with a Concentration in Finance from the University of Chicago Graduate School of Business and a Bachelor of Science in Engineering in Chemical Engineering from Princeton University. Mr. McWilliams brings his business and management experience gained while serving as president and chief executive officer of two different companies, including one NYSE-listed REIT, as well as his investment banking experience and his experience as a public company director and audit committee chairman, to our board of directors

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Matthew D. Rinaldi Age 41 Mr. Rinaldi has served as a member of our board of directors since November 2013 and currently serves as a member of our compensation committee and as chair of our related party/conflicts committee. Mr. Rinaldi is a licensed attorney whose practice has focused on representing businesses in a broad range of complex commercial litigation and appellate matters, including securities class action lawsuits, director and officer liability, real estate, antitrust, insurance and intellectual property litigation. Mr. Rinaldi is Senior Counsel with the law firm of Dykema, a position he has held since July 2014. Mr. Rinaldi also serves as an elected representative of Texas House District 115 in the Texas House. Previously, Mr. Rinaldi practiced law as a solo practitioner from November 2013 to July 2014 and served as counsel with the law firm of Miller, Egan, Molter & Nelson, LLP from 2009 to November 2013. Prior to joining Miller, Egan, Molter & Nelson, LLP, Mr. Rinaldi was an associate attorney at the law firm of K&L Gates LLP from 2006 to 2009 and an associate attorney at the law firm of Gibson, Dunn and Crutcher, LLP from 2001 to 2006, where he defended corporate officers and accounting firms in securities class action lawsuits and assisted with SEC compliance issues. Mr. Rinaldi has extensive experience in federal, state and appellate courts and has represented and counseled a broad spectrum of clients, including Fortune 500 companies, "Big Four" accounting firms and insurance companies, as well as small businesses and individuals. Mr. Rinaldi has a Juris Doctor, cum laude, from Boston University and a Bachelor of Business Administration in Economics, cum laude, from James Madison University. Mr. Rinaldi brings his extensive legal experience advising and counseling corporate officers of public companies and independent auditors in matters involving SEC compliance, director and officer liability and suits brought by stockholders and bondholders, as well as his experience in real estate, employment, insurance and intellectual property-related legal matters, to our board of directors.

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Daniel B. Silvers Age 40 Mr. Silvers joined our board of directors in March 2017 and has not been appointed to any committees. Mr. Silvers is the Founder and Managing Member of Matthews Lane Capital Partners LLC. He also serves as Chief Strategy Officer of Inspired Entertainment, Inc. He also currently serves on the boards of directors of PICO Holdings, Inc., where he serves as Lead Independent Director, and Forestar Group, Inc. He has previously served on the boards of directors of International Game Technology, Universal Health Services, Inc., bwin.party digital entertainment plc and India Hospitality Corp., as well as serving as President of Western Liberty Bancorp, an acquisition-oriented company which bought and recapitalized Service1st Bank of Nevada, a community bank in Las Vegas, NV. In 2015, Mr. Silvers was featured in the National Association of Corporate Directors' "A New Generation of Board Leadership: Directors Under Age 40" list of emerging corporate directors. Prior to founding Matthews Lane, Mr. Silvers was the President of SpringOwl Asset Management LLC, having joined a predecessor entity in 2009. Previously, Mr. Silvers was a Vice President at Fortress Investment Group, a leading global alternative asset manager, where he worked from 2005 to 2009. Prior to joining Fortress, he was a senior member of the real estate, gaming and lodging investment banking group at Bear, Stearns & Co. Inc., where he worked from 1999 to 2005. Mr. Silvers holds a B.S. in Economics and an M.B.A. in Finance from The Wharton School of the University of Pennsylvania. He has also received a Corporate Governance certification through the Director Education & Certification Program at the UCLA Anderson School of Management. Mr. Silvers brings over 18 years of real estate and hospitality experience to our board of directors. Further, Mr. Silvers has extensive experience in corporate finance, capital allocation, capital markets and public company governance.

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ZEQ.=7,SEQ=18,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=106489,FOLIO='13',FILE='DISK130:[17ZAK3.17ZAK70203]CG70203A.;29',USER='C902274',CD='27-APR-2017;22:16' THIS IS THE END OF A COMPOSITION COMPONENT

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BOARD OF DIRECTORS AND COMMITTEE MEMBERSHIP

Our business is managed through the oversight and direction of our board of directors. Members of our board of directors are kept informed of our business through discussions with the chairman of the board of directors, chief executive officer, lead director and other officers, by reviewing materials provided to them and by participating in meetings of our board of directors and its committees.

The board of directors has retained Ashford Inc. to manage our operations and our portfolio of hotel assets, subject to the board of directors' supervision and the terms and conditions of the existing advisory agreement entered into by Ashford Prime, Ashford Inc., Ashford Hospitality Prime Limited Partnership, Ashford Trust and Ashford LLC, as amended from time to time (the " Existing Advisory Agreement "). Because of the conflicts of interest created by the relationships among us, Ashford Trust, Ashford Inc. and Remington, and each of their respective affiliates, many of the responsibilities of the board of directors have been delegated to our independent directors, as discussed below and under "Certain Relationships and Related Party TransactionsConflict of Interest Policies."

During the year ended December 31, 2016, our board of directors held 21 regular meetings and five executive sessions of our non-employee directors. Our board of directors must hold at least two regularly scheduled meetings per year of the non-employee directors without management present. All directors standing for re-election attended, in person or by telephone, at least 75 percent of all meetings of our board of directors and committees on which such director served, held during the period for which such person was a director or was a member of such committees, as applicable.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Board Member Independence

Our board determines the independence of our directors in accordance with our corporate governance guidelines and Section 303A.02 of the NYSE Listed Company Manual, which requires an affirmative determination by our board of directors that the director has no material relationship with us that would impair independence. Our corporate governance guidelines provide that if any director receives more than $120,000 per year in compensation from the company, exclusive of director and committee fees, he or she will not be considered independent. The full text of our board of director's corporate governance guidelines can be found in the Investor Relations section of our website at www.ahpreit.com by clicking "INVESTOR," then "GOVERNANCE DOCUMENTS." Following deliberations, our board of directors has affirmatively determined that, with the exception of Mr. Monty J. Bennett, our Chairman, each nominee for director is independent of Ashford Prime and its management under the standards set forth in our corporate governance guidelines and the NYSE Listed Company Manual, and our board of directors is comprised of a majority of independent directors, as required by Section 303A.01 of the NYSE Listed Company Manual. Any reference to an independent director herein means such director satisfies both the standards set forth in the Corporate Governance Guidelines and the NYSE independence tests.

In making the independence determinations with respect to our current directors, our board of directors examined all relationships between each of our directors or their affiliates and Ashford Prime or its affiliates. Our board of directors determined that none of these transactions impaired the independence of the directors involved.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Attendance at Annual Meeting of Stockholders

In keeping with our corporate governance principles, directors are expected to attend the annual meeting of stockholders in person. All persons who were directors at our 2016 annual meeting of stockholders attended our annual meeting in person or by telephone.

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Board Leadership Structure

Our board of directors has the flexibility to determine the appropriate leadership structure for our company and regularly considers the optimal leadership structure for the company and its stockholders. In making decisions related to our leadership structure, the board considers many factors, including the specific needs of the company in light of its current strategic initiatives and the best interest of stockholders.

Mr. Monty J. Bennett served as Chairman of the board as well as our Chief Executive Officer from November 2013 until November 14, 2016, when our board decided to separate the roles by appointing Mr. Stockton to serve as our Chief Executive Officer.

To further minimize the potential for future conflicts of interest, our bylaws and our corporate governance guidelines require that the board must maintain a majority of independent directors at all times, and if the chairman of the board is not an independent director, at least two-thirds of the directors must be independent. Our board must also comply with each of the conflict of interest policies discussed in "Certain Relationships and Related Party TransactionsConflict of Interest Policy." Our bylaw provisions, governance policies and conflicts of interest policies are designed to provide a strong and independent board and ensure independent director input and control over matters involving potential conflicts of interest.

Under our corporate governance guidelines, in 2016 our board of directors re-appointed Mr. Curtis B. McWilliams to serve as the lead independent director for a one-year term. The lead director has the following duties and responsibilities:

Our board believes that our leadership structure provides a very well-functioning and effective balance between strong company leadership and appropriate safeguards and oversight by independent directors.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Board Committees and Meetings

Historically, the standing committees of our board of directors have been the audit committee, the compensation committee and the nominating and corporate governance committee. In 2016, the board of directors added the related party/conflicts committee as a standing committee of the board. Each of the audit committee, compensation committee and the nominating and corporate governance committee is governed by a written charter that has been approved by our board of directors. A copy of the audit committee, the compensation committee and the nominating and corporate governance committee charters can be found in the Investor Relations section of our website at www.ahpreit.com by clicking "INVESTOR" and then "GOVERNANCE DOCUMENTS." The committee members who

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currently serve on each active committee and a description of the principal responsibilities of each such committee follows:

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	Audit	Compensation	Nominating and Corporate Governance	Related Party/Conflicts Committee
Stefani D. Carter	X		Chair	X
Curtis B. McWilliams	X
W. Michael Murphy	Chair	X
Matthew D. Rinaldi		X		Chair
Andrew L. Strong		Chair	X
Kenneth H. Fearn	X		X

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The board has not yet determined which director nominees will replace Messrs. Murphy and Strong, who are not standing for re-election, on the committees on which they serve following the 2017 annual meeting. The board will determine committee assignments after the meeting when all board seats are known.

Audit Committee. Our audit committee is currently composed of four independent directors. The audit committee was composed of three independent members, Ms. Stefani D. Carter and Messrs. Curtis B. McWilliams and W. Michael Murphy, at all times during 2016, until Kenneth H. Fearn joined the committee on August 8, 2016. Messrs. Murphy, Fearn and McWilliams each qualify as an "audit committee financial expert," as defined by the applicable rules and regulations of the Securities Exchange Act of 1934, as amended (the " Exchange Act "). All of the members of our audit committee are "financially literate" under the NYSE listing standards. In 2016, the audit committee met five times. The audit committee assists the board in overseeing (i) our accounting and financial reporting processes; (ii) the integrity and audits of our financial statements; (iii) our compliance with legal and regulatory requirements; (iv) the qualifications and independence of our independent auditors; (v) the performance of our internal and independent auditors; and (vi) our processes to manage business and financial risk. The audit committee also:

Compensation Committee. Our compensation committee is, and was at all times in 2016, composed of three independent directors: Messrs. W. Michael Murphy, Matthew D. Rinaldi and Andrew L. Strong. In 2016, the compensation committee met ten times. The principal functions of the compensation committee are to:

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The compensation committee has the authority to retain and terminate any compensation consultant to be used to assist in the evaluation of officer compensation, or to delegate its duties and responsibilities to one or more subcommittees as it deems appropriate. In 2016, the compensation committee retained Aon Hewitt (" Aon Hewitt ") as its independent compensation consultant. In early 2017, the compensation committee retained Gressle & McGinley LLC as its independent compensation consultant. Each of Aon Hewitt and Gressle & McGinley LLC provided competitive market data to support the compensation committee's decisions on the value of equity to be awarded to our named executive officers. Neither Aon Hewitt nor Gressle & McGinley LLC has performed any other services for the company and performed its services only on behalf of, and at the direction of, the compensation committee. Our compensation committee reviewed the independence of Aon Hewitt and Gressle & McGinley LLC in light of SEC rules and NYSE listing standards regarding compensation consultant independence and has affirmatively concluded that each is independent from the company and has no conflicts of interest relating to its engagement by our compensation committee.

Nominating and Corporate Governance Committee. Our nominating and corporate governance committee is currently composed of three independent directors: Ms. Stefani D. Carter, Mr. Andrew L. Strong and Mr. Kenneth H. Fearn. In 2016, the nominating and corporate governance committee met twelve times. This committee's purpose is to:

Related Party/Conflicts Committee. Our related party/conflicts committee is a committee composed of two independent directors and is tasked with reviewing any transaction with an affiliate, including our advisor or Remington and their respective affiliates, before recommending approval by a majority of our independent directors. Since its formation, the related party/conflicts committee has been comprised of Ms. Carter and Mr. Rinaldi.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Compensation Committee Interlocks and Insider Participation

During 2016, Messrs. Murphy, Rinaldi and Strong, each of whom is an independent director, served on our compensation committee. None of these directors is or has ever been an officer or employee of our company. None of our executive officers serves, or during 2016 served, as (i) a member of a compensation committee (or board committee performing equivalent functions) of any entity, one of whose executive officers served as a director on our board or as a member of our compensation committee, or (ii) a director of another entity, one of whose executive officers served or serves on our compensation committee. No member of our compensation committee has or had in 2016 any relationship with the company requiring disclosure as a related party transaction in the section "Certain Relationships and Related Party Transactions" of this proxy statement.

ZEQ.=4,SEQ=22,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=330711,FOLIO='17',FILE='DISK130:[17ZAK3.17ZAK70203]CI70203A.;9',USER='CHE107324',CD='27-APR-2017;22:53' THIS IS THE END OF A COMPOSITION COMPONENT

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CORPORATE GOVERNANCE PRINCIPLES

The board is committed to good corporate governance practices that promote the long-term interest of shareholders. The board regularly reviews developments in corporate governance and updates the company's policies and guidelines as it deems necessary and appropriate. Our policies and practices reflect corporate governance initiatives that are compliant with the listing requirements of the NYSE and the corporate governance requirements of the Sarbanes-Oxley Act of 2002. We maintain a corporate governance section on our website, which includes key information about our corporate governance initiatives including our corporate governance guidelines, charters for the committees of our board of directors, our code of business conduct and ethics and our code of ethics for the chief executive officer, chief financial officer and chief accounting officer. The corporate governance section can be found on our website at www.ahpreit.com by clicking "INVESTOR" and then "GOVERNANCE DOCUMENTS."

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Code of Business Conduct and Ethics

Our code of business conduct and ethics applies to our officers and directors and to Ashford LLC's personnel when such individuals are acting for or on our behalf. Among other matters, our code of business conduct and ethics is designed to deter wrongdoing and to promote:

Any waiver of the code of business conduct and ethics for our officers or directors may be made only by our board or one of our board committees and will be promptly disclosed if and to the extent required by law or stock exchange regulations.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Board Oversight of Risk

Our full board of directors has ultimate responsibility for risk oversight, but our committees help oversee risk in areas over which they have responsibility. The board does not view risk in isolation. Risks are considered in virtually every business decision and as part of the company's business strategy. Our board of directors receives regular updates related to various risks for both our company and our industry. The audit committee receives and discusses reports regularly from members of management who are involved in the risk assessment and risk management functions. The compensation committee annually reviews the overall structure of our equity compensation programs to ensure that they do not encourage executives to take unnecessary or excessive risks.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Director Orientation and Continuing Education

Our board of directors and senior management conduct a comprehensive orientation process for new directors to become familiar with our vision, strategic direction, core values including ethics, financial matters, corporate governance practices and other key policies and practices through a review of background material and meetings with senior management. Our board of directors also recognizes the importance of continuing education for directors and is committed to providing education opportunities in order to improve both our board of directors and its committees' performance. Senior

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management will assist in identifying and advising our directors about opportunities for continuing education, including conferences provided by independent third parties.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Director Retirement Policy

Upon attaining the age of 70 and annually thereafter, as well as when a director's principal occupation or business association changes substantially from the position he or she held when originally invited to join the board, a director will tender a letter of proposed retirement or resignation, as applicable, from our board of directors to the chairperson of our nominating and corporate governance committee. Our nominating and corporate governance committee will review the director's continuation on our board of directors, and recommend to the board whether, in light of all the circumstances, our board should accept such proposed resignation or request that the director continue to serve.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Board Committee Member Rotations

During 2016, our board rotated certain board members serving on our compensation committee, audit committee and our nominating and corporate governance committee in an effort to ensure a greater diversity of views regarding our compensation, audit and corporate governance oversight.

In the beginning of 2016, the compensation committee was composed of Messrs. Rinaldi, as chair, Murphy and Strong. Mr. Strong was appointed to replace Mr. Rinaldi as chairman on August 2, 2016. In the beginning of 2016, the audit committee was composed of Mr. Murphy, who served as the chair of the committee, Mr. McWilliams and Ms. Carter. During 2016, the board added Mr. Fearn to the audit committee. In the beginning of 2016, the nominating and corporate governance committee was composed of Ms. Carter, who served as the chair of the committee, and Mr. Strong. During 2016, the board added Mr. Fearn to the nominating and corporate governance committee.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Director Nomination Procedures

Identifying and Evaluating Candidates for Director. The nominating and corporate governance committee recommends qualified candidates for board membership based on the following criteria:

In connection with the selection of nominees for director, consideration will also be given to the board's desire for an overall balance of diversity, including professional background, experience and perspective. While the committee does not have a specific policy concerning diversity, it does consider potential benefits that may be achieved through diversity in viewpoint, professional experience, education and skills. The board, taking into consideration the recommendations of the nominating and corporate governance committee, is responsible for selecting the director nominees and for appointing directors to the board to fill vacancies, with primary emphasis on the criteria set forth above. The board and the nominating and governance committee assess the effectiveness of the board's diversity efforts as part of the annual board evaluation process.

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Stockholder Nominations and Recommendations. Our bylaws permit stockholders to nominate director candidates for consideration at an annual meeting of stockholders. Stockholders wishing to nominate director candidates can do so by writing to David A. Brooks, Corporate Secretary, Ashford Hospitality Prime, Inc., 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254, giving the information required in our bylaws, including, among other things, the candidate's name, sufficient biographical data and qualifications. Stockholder nominations must be received between December 29, 2017 and January 28, 2018 to be considered for candidacy at the 2018 annual meeting of stockholders. You may contact the Corporate Secretary at the address above to obtain a copy of the relevant bylaw provisions regarding the requirements for making stockholder nominations.

Stockholders may recommend director candidates for consideration by the nominating and corporate governance committee. Any such recommendation must include verification of the stockholder status of the person submitting the recommendation and the nominee's name and qualifications for board membership. Stockholder recommendations may be submitted by writing to David A. Brooks, Corporate Secretary, Ashford Hospitality Prime, Inc., 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254 and must be received between December 29, 2017 and January 28, 2018 to be considered for candidacy at the 2018 annual meeting of stockholders.

The nominating and corporate governance committee expects to use a similar process to evaluate candidates recommended by stockholders as the one it uses to evaluate candidates otherwise identified by the committee.

Effective August 3, 2016, our bylaws provide for proxy access to a holder or a group of holders of at least 3% of the Company's common stock for a period of at least three consecutive years. This provision of our bylaws relating to voting only currently affect the common stock of the company because the common stock is the only equity security of the company that currently has voting rights.

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Stockholders and other interested parties who wish to contact any of our directors either individually or as a group may do so by writing to them c/o David A. Brooks, Corporate Secretary, Ashford Hospitality Prime, Inc., 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254. Stockholders' and other interested parties' letters are screened by company personnel based on criteria established and maintained by our nominating and corporate governance committee, which includes filtering out improper or irrelevant topics such as solicitations.

ZEQ.=3,SEQ=25,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=1026496,FOLIO='20',FILE='DISK130:[17ZAK3.17ZAK70203]CK70203A.;7',USER='C902274',CD='27-APR-2017;22:22' THIS IS THE END OF A COMPOSITION COMPONENT

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DIRECTOR COMPENSATION

Each of our non-employee directors is paid an annual base retainer of $55,000. The lead independent director is paid an additional annual retainer of $25,000, the chairman of our audit committee is paid an additional annual retainer of $25,000, each member of our audit committee other than the chairman is paid an additional annual retainer of $5,000, the chairman of our compensation committee is paid an additional annual retainer of $15,000 and the chairman of our nominating and corporate governance committee is paid an additional annual retainer of $10,000. Each non-employee director is also paid a fee of $2,000 for each board or committee meeting that he or she attends in person, except that the chairman of each committee is paid a fee of $3,000 for each committee meeting that he or she attends. Each non-employee director is also paid a fee of $500 for each board or committee meeting that he or she attends via teleconference. Non-employee directors may also be paid additional cash retainers from time to time for service on special committees. Officers receive no additional compensation for serving on the board. In addition, we reimburse all directors for reasonable out-of-pocket expenses incurred in connection with their services on the board of directors.

In addition, on the date of the first meeting of the board of directors following each annual meeting of stockholders at which a non-employee director is initially elected or re-elected to our board of directors, each non-employee director receives additional stock grants of our common stock or, at the election of each director, long-term incentive partnership units in our operating partnership (" LTIP units "), which are issued under our 2013 Equity Incentive Plan and are fully vested immediately. In accordance with this policy, we granted 3,200 shares of fully vested common stock to each of our non-employee directors in June 2016, except for Mr. Fearn, to whom we granted 3,200 shares of fully vested common stock in August 2016 in connection with his appointment to our board. Ms. Carter elected to receive 3,200 fully vested LTIP units. These vested LTIP units, upon achieving parity with the common units of our operating partnership, are convertible into common partnership units at the option of the grantee. Common partnership units are redeemable for cash or, at our option, convertible into shares of our common stock based on a one-for-one basis.

In August 2016, our board of directors adopted and approved an amendment to our bylaws by which each director is required to retain at least 50% of the after-tax shares received in connection with any awards granted under any of the company's equity plans until such time that such director has met his required ownership level.

ZEQ.=1,SEQ=26,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=515956,FOLIO='21',FILE='DISK130:[17ZAK3.17ZAK70203]CM70203A.;20',USER='CHE107324',CD='27-APR-2017;22:53'

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Director Compensation for Fiscal Year Ended December 31, 2016

The following table summarizes the compensation paid by us to our non-employee directors for their services as director for the fiscal year ended December 31, 2016:

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Name	Fees Earned or Paid in Cash(1)	Stock Awards(2)	Total
Curtis B. McWilliams	$ 300,500	$ 44,160	$ 344,660
Stefani D. Carter	174,630	44,000	218,630
W. Michael Murphy	224,500	44,160	268,660
Matthew D. Rinaldi	179,196	44,160	223,356
Andrew L. Strong	202,500	44,160	246,660
Kenneth H. Fearn(3)	97,304	50,240	147,544

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(1) Includes the following one-time cash payment for services on a special committee (a) in certain matters pertaining to activist shareholders and/or (b) to consider the manner in which to vote the shares of Ashford Inc. held by the company in connection with Ashford Inc.'s proposed combination with Remington: McWilliams ($110,000), Carter ($59,130), Murphy ($55,000), Rinaldi ($61,196) and Strong ($55,000). Also includes the following one-time cash payments earned in 2016 but paid in 2017 for services on a special committee (a) in certain matters pertaining to activist shareholders and/or (b) to negotiate our Fourth Amended and Restated Advisory Agreement: McWilliams ($70,000), Murphy ($35,000), Strong ($35,000) and Fearn ($52,500). (2) Based on the fair market value of the stock awards computed in accordance with FASB ASC Topic 718 on the date of the grant, which was August 9, 2016 for Mr. Fearn and June 10, 2016 for the remaining directors. See Note 16Stock-Based Compensation in the financial statements in our Annual Report on Form 10-K for the year ended December 31, 2016 for a discussion of the assumptions used in the valuation of stock-based awards. (3) Reflects compensation paid to Mr. Fearn for his service on the board from his appointment to the board effective August 8, 2016 through December 31, 2016.

ZEQ.=2,SEQ=27,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=408198,FOLIO='22',FILE='DISK130:[17ZAK3.17ZAK70203]CM70203A.;20',USER='CHE107324',CD='27-APR-2017;22:53' THIS IS THE END OF A COMPOSITION COMPONENT

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EXECUTIVE OFFICERS

The following table shows the names and ages of our current executive officers and the positions held by each individual. A description of the business experience of each for the past five years follows the table.

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Name		Title
Richard J. Stockton	46	Chief Executive Officer and President
David A. Brooks	57	Chief Operating Officer, General Counsel and Secretary
Deric S. Eubanks	41	Chief Financial Officer and Treasurer
J. Robison Hays, III	39	Chief Strategy Officer
Jeremy Welter	40	Executive Vice President, Asset Management
Mark L. Nunneley	59	Chief Accounting Officer

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Richard J. Stockton Mr. Stockton has served as our Chief Executive Officer of since November 2016 and as President since April 2017. Mr. Stockton brings a wealth of real estate experience and accomplishments to Ashford Prime. He spent over 15 years at Morgan Stanley in real estate investment banking where he rose from an Associate to Managing Director and regional group head. At Morgan Stanley, he was head of EMEA Real Estate Banking in London, executing business across Europe, the Middle East, and Africa. He was also appointed co-head of the Asia Pacific Real Estate Banking Group, where he was responsible for a team across Hong Kong, Singapore, Sydney and Mumbai. He left Morgan Stanley in 2013 to become President & CEO Americas for OUE Limited, a publicly listed Singaporean property company with over $5 billion in assets. Most recently, Mr. Stockton served as Global Chief Operating Officer for Real Estate at Carval Investors, a subsidiary of Cargill with approximately $1 billion in real estate investments in the United States, Canada, United Kingdom and France. Mr. Stockton received an MBA in Finance and Real Estate from The Wharton School, University of Pennsylvania and a BS from Cornell University, School of Hotel Administration.

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ZEQ.=1,SEQ=28,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=856988,FOLIO='23',FILE='DISK130:[17ZAK3.17ZAK70203]CO70203A.;29',USER='JFUSS',CD='28-APR-2017;11:16'

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| David A. Brooks | Mr. Brooks has served as our Chief Operating Officer, General Counsel and Secretary since April 2013. He has served in that capacity for Ashford Inc. since November 2014, for Ashford LLC since November 2013
and for Ashford Trust since January 2009. Prior to assuming the role of Chief Operating Officer of Ashford Trust, he served as Chief Legal Officer, Head of Transactions and Secretary from August 2003 to January 2009. Prior to that, he served as
Executive Vice President and General Counsel for Remington Hotel Corporation and Ashford Financial Corporation, an affiliate of Ashford Trust, from January 1992 until August 2003, where he co-led the formation of numerous investment partnerships,
negotiated and closed approximately $1 billion in asset acquisitions and asset managed nearly $750 million dollars in non-performing hospitality loans. Prior to joining Remington Hotel Corporation, Mr. Brooks served as a partner with
the law firm of Sheinfeld, Maley & Kay. Mr. Brooks earned his Bachelor of Business Administration in Accounting from the University of North Texas in 1981, his Juris Doctor from the University of Houston Law Center in 1984 and became licensed as a CPA in the State of
Texas in 1984 (currently non-practicing status). |
| --- | --- |
| Deric S. Eubanks | Mr. Eubanks has served as our Chief Financial Officer since June 13, 2014. He has served in that capacity for Ashford Inc., Ashford LLC and Ashford Trust since June 2014. Previously, Mr. Eubanks
had served as our Senior Vice PresidentFinance since 2013, a position he had also held at Ashford LLC since November 2013 and Ashford Trust since September 2011. Prior to his role as Senior Vice PresidentFinance at Ashford Trust,
Mr. Eubanks was Vice President of Investments and was responsible for sourcing and underwriting hotel investments including direct equity investments, joint venture equity, preferred equity, mezzanine loans, first mortgages, B-notes,
construction loans, and other debt securities for Ashford Trust. Mr. Eubanks has been with Ashford Trust since its initial public offering in August of 2003. Mr. Eubanks has written several articles for industry publications and is a
frequent speaker at industry conferences and industry round tables. Before joining Ashford Trust, Mr. Eubanks was a Manager of Financial Analysis for ClubCorp, where he assisted in underwriting and analyzing investment opportunities in the golf
and resort industries. Mr. Eubanks earned a BBA from Southern Methodist University and is a CFA charter holder. He is a member of the CFA Institute and the CFA Society of Dallas-Fort Worth. |

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ZEQ.=2,SEQ=29,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=848211,FOLIO='24',FILE='DISK130:[17ZAK3.17ZAK70203]CO70203A.;29',USER='JFUSS',CD='28-APR-2017;11:16'

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| J. Robison Hays, III | Mr. Hays has served as our Chief Strategy Officer since May 2015 and prior to that served as our Senior Vice PresidentCorporate Finance and Strategy since April 2013. Mr. Hays has also served as the Chief
Strategy Officer for Ashford Inc. since November 2014, where he is a member of the board of directors, and the Chief Strategy Officer for Ashford LLC and for Ashford Trust since May 2015. Mr. Hays also serves as the Chief Investment
Officer of AIM. Mr. Hays joined Ashford Trust in April 2005. Mr. Hays is responsible for the formation and execution of our strategic initiatives, working closely with our Chief Executive Officer. He also oversees all financial analysis as
it relates to the corporate model, including acquisitions, divestitures, refinancings, hedging, capital market transactions and major capital outlays. Prior to 2013, in addition to his other responsibilities, Mr. Hays was in charge of Ashford
Trust's investor relations group. Mr. Hays has been a frequent speaker at industry and Wall Street investor conferences. Prior to joining Ashford Trust, Mr. Hays worked in the Corporate Development office of Dresser, Inc., a Dallas-based oil field service & manufacturing company, where he focused on mergers, acquisitions, and strategic
direction. Before working at Dresser, Mr. Hays was a member of the Merrill Lynch Global Power & Energy Investment Banking Group based in Texas. Mr. Hays has been a frequent speaker at various lodging, real estate and alternative investment conferences around the globe. He earned his A.B. in Politics with a certificate in Political Economy from Princeton University and later
studied philosophy at the Pontifical University of the Holy Cross in Rome, Italy. |
| --- | --- |
| Jeremy Welter | Mr. Welter has served as our Executive Vice President, Asset Management since April 2013. Mr. Welter has also served in that capacity for Ashford Inc. since November 2014, for Ashford LLC since
November 2013, and for Ashford Trust since March 2011, where he oversees our more than $5 billion portfolio of hotels. From August 2005 until December 2010, Mr. Welter was employed by Remington Hotels, LP in various capacities, most
recently serving as chief financial officer. He is a current member of Marriott's Owner Advisory Council. From July 2000 through July 2005, Mr. Welter was an investment banker at Stephens Inc., where he worked on mergers and acquisitions,
public and private equity and debt, capital raises, company valuations, fairness opinions and recapitalizations. Before working at Stephens Inc., Mr. Welter was part of Bank of America's Global Corporate Investment Banking group.
Mr. Welter is a speaker and panelist for various lodging investment and development conferences, including the NYU Lodging Conference. Mr. Welter earned his Bachelor of Science in Economics from Oklahoma State University in 1999, where he served as student body president and graduated summa cum laude . |

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ZEQ.=3,SEQ=30,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=654659,FOLIO='25',FILE='DISK130:[17ZAK3.17ZAK70203]CO70203A.;29',USER='JFUSS',CD='28-APR-2017;11:16'

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Mark L. Nunneley Mr. Nunneley has served as our Chief Accounting Officer since April 2013. Mr. Nunneley has also served as Chief Accounting Officer of Ashford Inc. since November 2014, Ashford LLC since November 2013 and Ashford Trust since May 2003. From 1992 until 2003, Mr. Nunneley served as Chief Financial Officer of Remington Hotel Corporation. He previously served as a tax consultant at Arthur Andersen & Company and as a tax manager at Deloitte & Touche. Mr. Nunneley is a certified public accountant (CPA) in the State of Texas and is a member of the American Institute of Certified Public Accountants, Texas Society of CPAs and Dallas Chapter of CPAs. Mr. Nunneley earned his Bachelor of Science degree in Business Administration from Pepperdine University in 1979 and his Master of Science in Accounting from the University of Houston in 1981.

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ZEQ.=4,SEQ=31,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=445042,FOLIO='26',FILE='DISK130:[17ZAK3.17ZAK70203]CO70203A.;29',USER='JFUSS',CD='28-APR-2017;11:16' THIS IS THE END OF A COMPOSITION COMPONENT

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EXECUTIVE COMPENSATION

Because our Existing Advisory Agreement provides that Ashford LLC is responsible for managing our affairs, as described in "Certain Relationships and Related Party TransactionsOur Relationship and Agreements with Ashford Inc.," we have no employees and our named executive officers, who are employees of Ashford LLC, do not receive cash compensation from us for serving as our officers. Accordingly, we have not entered into employment, severance or change in control agreements with our named executive officers. We similarly do not provide any employee benefit plans, including retirement plans, for our named executive officers.

Except for certain equity grants we may make pursuant to our 2013 Equity Incentive Plan, Ashford Inc. or one of its affiliates compensates each of our named executive officers and administers all employee benefit plans. We pay Ashford Inc. an advisory fee, the proceeds of which are used in part to pay compensation to its personnel, but we do not specifically reimburse Ashford LLC for any executive employee compensation or benefits costs. The following is a summary of the total 2016 advisory fees we paid to Ashford Inc. and the total 2016 compensation paid to our named executive officers by Ashford Inc.:

ZEQ.=1,SEQ=32,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=920142,FOLIO='27',FILE='DISK130:[17ZAK3.17ZAK70203]CQ70203A.;27',USER='ALOEW',CD='28-APR-2017;07:33'

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In addition, on October 13, 2016, under the 2013 Equity Incentive Plan, our named executive officers were awarded at the executive's election, either performance stock unit awards (" PSUs ") that will be settled in shares of common stock of the company or LTIP unit awards, referred to herein as " performance LTIP units ," that will be settled in common units of Ashford Prime OP, in each case if and when the applicable vesting criteria have been achieved following the end of the performance and service period. The relevant performance period began on January 1, 2016 and ends on December 31, 2018, unless such period is shortened pursuant to the terms of the award agreement. The actual number of shares of common stock or common units of Ashford Prime OP to be issued upon vesting of the PSUs or performance LTIP units can range from 0% to 200% of the target number, based on continued service through the vesting date and achievement of a specified relative total stockholder return, as set forth in the following chart:

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Performance Level	Company's Percentile Rank	Award Level (% of Target)

Below Threshold	<20th		0	%

Threshold	20th		30	%

Threshold	35th		65	%

Target	50th		100	%

Target	65th		143	%

Target	75th		171	%

Maximum	85th		200	%

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The selected peer group used in the relative performance ranking consisted of: Chesapeake Lodging Trust, DiamondRock Hospitality Company, LaSalle Hotel Properties, Pebblebrook Hotel Trust, and Sunstone Hotel Investors, Inc.

Assuming continued service through the vesting date and achievement of the specified relative total stockholder return, the PSUs and performance LTIP units, as adjusted, will generally vest on December 31, 2018. PSU and performance LTIP unit recipients will not have any rights as a stockholder (or unitholder) with respect to any shares of common stock or common units of Ashford Prime OP subject to the grant until such shares of common stock (or common units of Ashford Prime OP) are issued upon vesting. Dividends or other distributions with respect to the shares of common stock (or common units of Ashford Prime OP) represented by the PSU and performance LTIP unit grants are held as accumulated dividend equivalents or distributions and are paid out in additional shares/units upon vesting using the same performance multiplier as the underlying PSU/performance LTIP unit.

In determining the size of the performance award grant for each executive, the compensation committee considered multiple factors including, but not limited to, company and individual performance, competitive award opportunities provided to similarly situated executives, roles and responsibilities.

Finally, on November 2, 2016, in connection with his appointment as our Chief Executive Officer, Mr. Stockton was granted 239,234 shares of restricted stock pursuant to the 2013 Equity Incentive Plan, which shares vest in five substantially equal installments on the first five anniversaries of the date of grant, subject to the terms of the award agreement.

ZEQ.=2,SEQ=33,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=182051,FOLIO='28',FILE='DISK130:[17ZAK3.17ZAK70203]CQ70203A.;27',USER='ALOEW',CD='28-APR-2017;07:33'

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" 2017 Equity Grant Decisions for 2016 Performance

In April 2017, the compensation committee determined to grant equity awards to our named executive officers based on consideration of company and individual performance during 2016. A summary of the components of the shares awarded in April 2017 to our named executive officers is as follows:

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Executive — Monty J. Bennett	95,430	(1)	95,430	(2)	190,860	(1)(2)
Richard J. Stockton	5,882	(3)	5,882	(4)	11,764	(3)(4)
Douglas A. Kessler	38,462	(3)	38,462	(4)	76,924	(3)(4)
David A. Brooks	33,937	(4)	33,937	(4)	67,874	(3)(4)

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(1) Represents a target number of LTIP units that may be issued pursuant to a performance LTIP award subject to performance-based vesting criteria. The actual number of performance LTIPs that may vest ranges from 0% to 200% of the target number based on achievement of a specified relative total shareholder return (" TSR "), as determined by the compensation committee. Subject to forfeiture and achievement of specified relative TSR, the performance LTIPs will vest on the date that is three years from the date of grant. Vested LTIP units, upon achieving economic parity with the common limited partnership units of our operating partnership, are convertible into common units at the option of the recipient. Common units are redeemable for cash or, at our option, convertible into shares of our common stock based on a one-to-one basis. (2) Represents special LTIP units in our operating partnership that vest in three substantially equal installments on the first three anniversaries following the date of grant. Upon vesting and reaching economic parity with common units in our operating partnership, the LTIP units are convertible into common units at the option of the recipient. Common units are redeemable for cash or, at our option, convertible into shares of our common stock on a one-to-one basis. (3) Represents target number of shares of common stock that may be issued pursuant to an award of PSUs subject to performance-based vesting criteria. The actual number of PSUs that may vest can range from 0% to 200% of the target number, based on achievement of a specified relative TSR. Subject to forfeiture and achievement of the specified relative TSR, the PSUs, as adjusted, will generally vest on the date that is three years from the date of grant. (4) Represents shares of restricted common stock that vest in three substantially equal installments on the first three anniversaries following the date of grant.

As shown in the table above, the compensation committee determined in 2017 to award half (50%) of the shares/units awarded in the form of time-based shares/units that vest in three equal annual installments following the date of grant, with dividends paid on unvested shares/units, and half (50%) in the form of performance-based shares/units. The performance-based shares/units vest at the end of three years based on the company's shareholder returns on relative TSR. The award level for achieving target performance is 100% of the target award. The award levels for achieving threshold and maximum performance are 50% and 200% of the target award, respectively. Award levels between the threshold and target performance and between the target and maximum performance are interpolated. Dividends are accrued and paid on the actual number of shares/units vesting in the form of additional shares/units.

ZEQ.=3,SEQ=34,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=335797,FOLIO='29',FILE='DISK130:[17ZAK3.17ZAK70203]CQ70203A.;27',USER='ALOEW',CD='28-APR-2017;07:33' THIS IS THE END OF A COMPOSITION COMPONENT

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The compensation committee also elected to give our executive officers a choice of receiving their time-based equity awards in the form of either restricted stock or LTIP units, or a combination of both. Mr. Bennett elected to receive the April 2017 time-based equity grants in the form of LTIP units. We will make dividends and distributions on unvested restricted stock and LTIP units. For the performance-based awards, the executives could choose between PSUs or performance LTIPs, or a combination of both. Mr. Bennett elected to receive the April 2017 performance-based equity grants in the form of performance LTIP units. Dividends and distributions accrue on unvested PSUs or performance LTIPs and are paid in the form of additional units on the actual number of units that ultimately vest at the end of the three-year performance period.

The LTIP units are a special class of partnership units in our operating partnership called long-term incentive partnership units. Grants of LTIP units are designed to offer executives the same long-term incentive as restricted stock, while allowing them more favorable income tax treatment. Each LTIP unit awarded is deemed equivalent to an award of one share of common stock reserved under our stock incentive plan, reducing availability for other equity awards. LTIP units, whether vested or not, receive the same quarterly per unit distributions as common units of our operating partnership, which typically equal per share dividends on our common stock, if any. This treatment with respect to quarterly distributions is analogous to the treatment of time-vested restricted stock.

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Our named executive officers, who are employees of and compensated by Ashford Inc., did not receive any cash compensation or other compensation or benefits other than certain performance-based equity awards from us during fiscal year 2016. The following table sets forth information regarding compensation earned by our named executive officers and paid by the Company in fiscal years 2016 and 2015:

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Name and Principal Position — Monty J. Bennett	2016	Equity Awards(2) — $ 2,695,412	Total — $ 2,695,412
Former Chief Executive Officer and	2015	$ 2,568,303	$ 2,568,303
Chairman(3)
Richard J. Stockton	2016	$ 2,954,540	$ 2,954,540
Current Chief Executive Officer and President(3)	2015
Douglas A. Kessler	2016	$ 1,185,373	$ 1,185,373
Former President(3)	2015	$ 1,007,731	$ 1,007,731
David A. Brooks	2016	$ 956,638	$ 956,638
Chief Operating Officer and General	2015	$ 895,767	$ 895,767
Counsel

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(1) We do not pay salary or bonus compensation to our executive officers. However, we do grant equity awards to our executives and the executives and employees of our advisor, if and to the extent determined appropriate by our compensation committee. (2) Represents the total grant date fair value of restricted stock, LTIP unit, PSU and performance LTIP awards made in the fiscal year indicated (with respect to prior year performance), computed in accordance with FASB ASC Topic 718 without regard to the effects of forfeiture. Assumptions used in the calculation of these amounts are described in Note 16 to the company's audited financial statements for the fiscal year end December 31, 2016, included in the company's Annual Report on Form 10-K that was filed with the SEC on March 16, 2017. These grants are subject to vesting over a period of time generally commencing on the date of their issuance and/or certain

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Name	At Target	At Maximum
Monty J. Bennett	$ 2,695,412	$ 5,390,824
Richard J. Stockton
Douglas A. Kessler	1,185,373	2,370,747
David A. Brooks	956,638	1,913,276

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(3) Mr. Bennett served as our Chief Executive Officer until November 14, 2016, when Mr. Stockton was appointed as Chief Executive Officer of the company. Mr. Kessler served as our President during all of 2016 until April 27, 2017, when Mr. Stockton was appointed as President of the company.

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The following table sets forth information concerning outstanding equity awards for each of our named executive officers as of December 31, 2016:

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Name — Monty J. Bennett	53,084	(2)	Market Value of Time-Based Equity Awards That Had Not Vested at December 31, 2016(1) — $ 724,597			Market Value of Equity Incentive Plan Awards (PSUs and Performance LTIPs) at December 31, 2016(1)
				279,924	(3)	$ 3,820,963
				311,969	(4)	$ 4,258,377
Richard J. Stockton	239,234	(5)	$ 3,265,544
Douglas A. Kessler	15,612	(6)	$ 213,104
				68,598	(7)	$ 936,363
				54,768	(8)	$ 747,583
David A. Brooks	14,052	(6)	$ 191,810
				48,683	(7)	$ 664,523
				55,361	(8)	$ 755,678

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(1) Market value of unvested time-based and performance-based awards is based on the closing share price of our common stock on December 30, 2016 of $13.65. (2) These LTIPs were granted on April 7, 2014, with an initial vesting term of three years. One-third of the awards initially granted vested on April 7, 2015; one-third vested on April 7, 2016; and the remaining one-third vested on April 7, 2017. (3) These performance LTIP awards were granted on June 8, 2015 and, assuming continued service and achievement of the specified performance-based vesting criteria, will vest on December 31, 2017. Amount reflects the maximum payout level; however the actual number of performance LTIPs that will vest could range from 0% to 100% of the maximum number. (4) These performance LTIP awards were granted on October 13, 2016 and, assuming continued service and achievement of the specified performance-based vesting criteria, will vest on

ZEQ.=2,SEQ=36,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=31962,FOLIO='31',FILE='DISK130:[17ZAK3.17ZAK70203]CS70203A.;11',USER='ALOEW',CD='28-APR-2017;07:33'

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(5) These shares of restricted stock were granted on November 2, 2016, with an initial vesting term of five years. One-fifth of the awards initially granted will vest on November 2, 2017; one-fifth will vest on November 2, 2018; one-fifth will vest on November 2, 2019; one-fifth will vest on November 2, 2020; and the remaining one-fifth will vest on November 2, 2021. (6) These shares of restricted stock were granted on April 7, 2014, with an initial vesting term of three years. One-third of the awards initially granted vested on April 7, 2015; one-third vested on April 7, 2016; and the remaining one-third vested on April 7, 2017. (7) These PSU awards were granted on June 8, 2015 and, assuming continued service and achievement of the specified performance-based vesting criteria, will vest on December 31, 2017. Amount reflects the maximum payout level; however, the actual number of PSUs that will vest could range from 0% to 100% of the maximum number. (8) These PSU awards were granted on October 13, 2016 and, assuming continued service and achievement of the specified performance-based vesting criteria, will vest on December 31, 2018. Amount reflects the maximum payout level; however the actual number of performance LTIPs that will vest could range from 0% to 100% of the maximum number.

As noted previously, performance shares were first granted in March of 2016. The following table shows the total number of performance shares granted to the named executive officers and other officers in 2016. None of those shares vested in 2016.

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Granted	417,933
Vested	0
Forfeited	0
Unvested at December 31, 2016	417,933

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(1) Includes a target number of common stock shares that may be issued pursuant to an award of PSUs or, at the election of the recipient, LTIP units that may be issued pursuant to an award of performance of LTIPs, that in each case will vest on March 31, 2019. The actual number of PSUs or performance LTIPs that may vest can range from 0% to 200% of target based on achievement of a specified relative TSR.

ZEQ.=3,SEQ=37,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=569175,FOLIO='32',FILE='DISK130:[17ZAK3.17ZAK70203]CS70203A.;11',USER='ALOEW',CD='28-APR-2017;07:33' THIS IS THE END OF A COMPOSITION COMPONENT

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POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL

Our 2013 Equity Incentive Plan provides that stock options and restricted stock will vest upon (i) the termination or removal of the named executive officer as an employee, consultant or non-employee director of the company or an affiliate by the company without "cause" (as defined therein) or by the named executive officer for "good reason" (as defined therein), (ii) the termination, removal or resignation of the named executive officer as an employee, consultant or non-employee director for any reason within one year from the effective date of a change in control of the company, or (iii) the death or disability of the named executive officer. The award agreements for the PSUs and performance LTIPs granted to the named executive officers in 2015, as amended, and for the PSUs and performance LTIPs granted to the named executive officers in 2016 provide for accelerated vesting upon (i) the termination or removal of the named executive officer as an officer of the company by the company without cause or by the named executive officer for good reason, (ii) the death or disability of the named executive officer, (iii) a change of control of the company, (iv) a change of control of our advisor, if such change in control results in the vesting of the award under the terms of any employment agreement, the named executive officer has with our advisor, and (v) an involuntary termination of employment or the nonrenewal of the employment agreement to the extent such event causes vesting of the award under the employment agreement. The actual number of PSUs and performance LTIPs that will vest could range from 0% to 200% of the target number of each such award granted. In the event of a change of control of the company or of a change in control of our advisor, the number of PSUs and performance LTIPs that vest will be based on actual company performance for the shortened performance period. In the event of an involuntary termination, death, disability or non-renewal of the employment of named executive officer, outstanding PSU and performance LTIP awards vest based on the greater of actual performance (for the shortened performance period) and target performance.

"Cause" has, with respect to any named executive officer, the same definition as in any employment agreement that such named executive officer has with the company, Ashford LLC or any of their respective affiliates. If such named executive officer is not a party to such an employment agreement, generally: (i) the willful commission of a crime or act that results in substantial economic damage to, or substantial injury to the business reputation of, the company, Ashford LLC or one of their respective affiliates; (ii) the commission of an act of fraud in the performance of such participant's duties on behalf of the company, Ashford LLC or one of their respective affiliates; or (iii) the continuing willful failure of a participant to perform his or her duties (other than for incapacity due to physical or mental illness) after written notice by the compensation committee and a reasonable opportunity for such participant to be heard and cure such failure.

A "change of control" of the company is deemed to have occurred when:

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"Good reason" has, with respect to a named executive officer, the same definition as in any employment agreement that such named executive officer has with the company, Ashford LLC or any of their respective affiliates. If such named executive officer is not a party to such an employment agreement, "good reason" means termination of employment or service under any of the following circumstances, if the company, Ashford LLC or any of their respective affiliates, as applicable, fails to cure such circumstances within 30 days after receipt of written notice from the participant setting forth a description of such good reason:

ZEQ.=2,SEQ=39,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=330288,FOLIO='34',FILE='DISK130:[17ZAK3.17ZAK70203]CU70203A.;6',USER='CHE107324',CD='27-APR-2017;22:52' THIS IS THE END OF A COMPOSITION COMPONENT

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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth information as of April 24, 2017 regarding the ownership of our equity securities by (1) each person known to us who beneficially owns, directly or indirectly, more than five percent of our outstanding shares of voting stock, (2) each of our directors and named executive officers and (3) all of our directors and executive officers as a group. In accordance with SEC rules, each listed person's beneficial ownership includes: (1) all shares the person actually owns beneficially or of record; (2) all shares over which the person has or shares voting or dispositive control (such as in the capacity of a general partner of an investment fund); and (3) all shares the person has the right to acquire within 60 days. Unless otherwise indicated, each person or entity named below has sole voting and investment power with respect to all shares of our voting stock shown to be beneficially owned by such person or entity. As of April 24, 2017, we had an aggregate of 31,765,912 shares of voting stock outstanding, consisting of 31,765,912 shares of common stock and no shares of Series C Preferred Stock. Except as indicated in the footnotes to the table below, the address of each person listed below is the address of our principal executive office, 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254.

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Name and Address of Beneficial Owner — Monty J. Bennett	1,822,256	5.5 %
Richard J. Stockton	249,234	*
David A. Brooks	481,866	1.5 %
Douglas A. Kessler	304,700	1.0 %
W. Michael Murphy	28,653	*
Matthew D. Rinaldi	13,600	*
Stefani D. Carter	12,800	*
Curtis B. McWilliams	18,281	*
Andrew L. Strong	12,800	*
Kenneth H. Fearn	3,200	*
Lawrence A. Cunningham	800	*
Daniel B. Silvers	800	*
All directors and executive officers as a group (16 persons)	3,447,620	10.0 %

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Denotes less than 1.0% (1) Ownership includes common units of Ashford Prime OP issued in connection with our spin-off from Ashford Trust in November 2013. Beginning one year from the issuance date, such common units issued are redeemable by the holder for cash or, at our option, shares of our common stock on a one-for-one basis. Assumes that all common units of our operating partnership held by such person or group of persons are redeemed for common stock (regardless of when such units are redeemable). Ownership does not include (i) PSUs or performance-based LTIP units that have not vested, which do not include a right to acquire our securities within 60 days, or (ii) shares of our Series C Preferred Stock, none of which have been issued. The company has no immediate plans to issue any Series C Preferred Stock. (2) In computing the percentage ownership of a person or group, we have assumed that the common units held by that person or the persons in the group have been redeemed for shares of common stock and that those shares are outstanding but that no common units held by other persons are redeemed for shares of common stock. (3) Includes 246,954 common units held directly by Ashford Financial Corporation, 50% of which is owned by Mr. Bennett. Mr. Bennett disclaims beneficial ownership in excess of his pecuniary interest in such common units.

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In addition to the stockholders listed above, the following stockholders owned more than 5% of our voting stock as of April 24, 2017:

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Name and Address of Beneficial Owner — The Vanguard Group	3,649,728	(2)	11.5 %
Forward Management, LLC	3,723,280	(3)	11.7 %
Sessa Capital (Master), L.P.	2,210,427	(4)	7.0 %
Weiss Multi-Strategy Advisers LLC	1,183,378	(5)	3.7 %
BlackRock, Inc.	2,299,744	(6)	7.2 %

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(1) Ownership does not include shares of our Series C Preferred Stock, none of which have been issued. The company has no immediate plans to issue any Series C Preferred Stock. (2) Based on information provided by The Vanguard Group, Inc. in an amendment to Schedule 13G filed with the SEC on February 9, 2017. Per such Schedule 13G/A, The Vanguard Group, Inc. has sole voting power over 28,637 of such shares and shared voting power over 8,882, sole dispositive power of 3,612,968 of such shares and shared dispositive power of 36,760 of such shares. This also includes Vanguard Specialized Fund-Vanguard REIT Index Fund's ownership over 1,758,945 shares, based on information provided by Vanguard Specialized Fund-Vanguard REIT Index Fund in an amendment to Schedule 13G filed with the SEC on February 13, 2016. Per such amendment to Schedule 13G, Vanguard Specialized Fund-Vanguard REIT Index Fund has sole voting power over all of such shares. The principal business address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. (3) Based on information provided by Forward Management, LLC in an amendment to Schedule 13G filed with the SEC on January 25, 2017. Per such Schedule 13G, Forward Management, LLC has sole voting power and sole dispositive power over all shares. Includes ownership by the Salient Select Income Fund over 3,386,368 shares. Salient Select Income Fund has sole voting power and sole dispositive power over all 3,386,368 shares. The principal business address of Forward Management, LLC is 101 California Street, 16th Floor, San Francisco, CA 94111. (4) Based on information provided by Sessa Capital (Master), L.P. in an amendment to Schedule 13D filed with the SEC on February 17, 2017. Per such Schedule 13D/A, Sessa Capital (Master), L.P. has sole voting power over all of such shares and sole dispositive power of all of such shares. The principal business address of Sessa Capital (Master), L.P. is 1350 Avenue of the Americas, New York, New York 10019. (5) Based on information provided by Weiss Multi-Strategy Advisers LLC in an amendment to Schedule 13G filed with the SEC on February 14, 2017. Per such amendment to Schedule 13G, Weiss Multi-Strategy Advisers LLC has shared voting power and shared dispositive power over all of such shares. The principal business address of Weiss Multi-Strategy Advisers LLC is One State Street, 20th Floor, Hartford, Connecticut 06103. (6) Based on information provided by Blackrock, Inc. in an amendment to Schedule 13 filed with the SEC on January 19, 2017. Per such Schedule 13G/A, Blackrock, Inc. has sole voting power over 2,204,742 of such shares and sole dispositive power over all such shares. The principal business address of Blackrock, Inc. is 55 East 52nd Street, New York, NY 10055.

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Section 16(a) Beneficial Ownership Reporting Compliance

To our knowledge, based solely on review of the copies of Forms 3, 4 and 5 furnished to us and the written representations of our directors and executive officers, for the year ended December 31, 2016, other than as disclosed herein, all of our directors, executive officers and beneficial owners of more than ten percent of our common stock were in compliance with the Section 16(a) filing requirements. Mr. Kessler may be deemed to have failed to timely file a required Form 4 inasmuch as a certain Form 4 that was originally filed on his behalf incorrectly reported the number of PSUs that were awarded.

ZEQ.=3,SEQ=42,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=959926,FOLIO='37',FILE='DISK130:[17ZAK3.17ZAK70203]CW70203A.;17',USER='CHE107324',CD='27-APR-2017;22:52' THIS IS THE END OF A COMPOSITION COMPONENT

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

This section of the proxy statement describes certain relationships and related party transactions we have that could give rise to conflicts of interest. A "related transaction" is any transaction, arrangement or relationship, or series of similar transactions, arrangements or relationships, since the beginning of our last fiscal year or currently proposed, in which: (a) the registrant was or is to be a participant, (b) the amount involved exceeds $120,000, and (c) any related person had or will have a direct or indirect material interest.

A "related person" means: (a) any director, director nominee or executive officer of the company, (b) any person known to the company to be the beneficial owner of more than 5% of its outstanding voting stock at the time of the transaction, (c) any immediate family member of either of the foregoing or (d) a firm, corporation or other entity in which any of the foregoing is a partner or principal or in a similar position or in which such person has at least a 10% equity interest.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Conflict of Interest Policies

We take conflicts of interest seriously and aim to ensure that transactions involving conflicts or potential conflicts are thoroughly examined and only approved by independent board members.

Because we could be subject to various conflicts of interest arising from our relationships with our advisor, Remington, Ashford Trust, AIM and other parties, to mitigate any potential conflicts of interest, we have adopted a number of policies governing conflicts of interest. As described further in "Board of Directors and Committee MembershipBoard Leadership Structure" above, our bylaws require that, at all times, a majority of our board of directors be independent directors, and our corporate governance guidelines require that two-thirds of our board of directors be independent directors at all times that we do not have an independent chairman.

Our corporate governance guidelines provide that all decisions related to our Existing Advisory Agreement, the mutual exclusivity agreement or the master management agreement with Remington and certain agreements with Ashford Trust that we entered into pursuant to the spin-off be approved by a majority of the independent directors, except as specifically provided otherwise in such agreements.

Our related party/conflicts committee is a committee composed of two independent directors and is tasked with reviewing any transaction with an affiliate, including our advisor or Remington and their respective affiliates, before recommending approval by a majority of our independent directors.

Finally, our directors also are subject to provisions of Maryland law that address transactions between Maryland corporations and our directors or other entities in which our directors have a material financial interest. Such transactions may be voidable under Maryland law, unless certain safe harbors are met. Our charter contains a requirement, consistent with one such safe harbor, that any transaction or agreement involving us, any of our wholly owned subsidiaries or our operating partnership and a director or officer or an affiliate or associate of any director or officer requires the approval of a majority of disinterested directors.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Our Relationship and Agreements with Ashford Inc.

We are advised by Ashford LLC, a subsidiary of Ashford Inc. Pursuant to the Existing Advisory Agreement, Ashford LLC serves as our advisor and is responsible for implementing our investment strategies and decisions and managing our day-to-day operations, in each case subject to the supervision and oversight of our board of directors. Ashford LLC may also perform similar services for new or existing platforms created by us, Ashford Inc. or Ashford Trust.

We currently own approximately 9.7% of the outstanding stock of Ashford Inc. All of our officers are employees of Ashford Inc. and all of our executive officers, except for our chief executive officer

ZEQ.=1,SEQ=43,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=120800,FOLIO='38',FILE='DISK130:[17ZAK3.17ZAK70203]CY70203A.;55',USER='ALOEW',CD='28-APR-2017;07:33'

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and president, are also executive officers of Ashford Inc., Ashford LLC and Ashford Trust. In addition, so long as Ashford LLC is our advisor, our charter requires us to include two persons designated by Ashford LLC as candidates for election as director at any stockholder meeting at which directors are to be elected where the number of board seats are set at seven. If the size of our board is more than seven directors, then our advisor's right to nominate increases to such number of additional directors as necessary to maintain the ratio of directors nominated by the advisor to the directors otherwise nominated. The executive offices of Ashford LLC are located at 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254, and the telephone number of Ashford LLC's executive offices is (972) 490-9600.

The Existing Advisory Agreement has an initial ten-year term and is automatically renewed for successive five-year terms after its expiration unless terminated either by us or Ashford Inc. Ashford Inc. is entitled to receive from us an annual base fee, calculated as 0.70% or less of our total market capitalization, subject to a minimum quarterly fee. Ashford Inc. may also be entitled to receive an incentive fee from us based on our out-performance, as measured by our total annual stockholder return compared to our peers. For the year ended December 31, 2016, we paid a total advisory fee of approximately $15.0 million to Ashford Inc., comprised of a base fee of approximately $8.3 million and an incentive fee of $3.8 million.

In addition, Ashford Inc. is entitled to receive directly or be reimbursed, on a monthly basis, for all expenses paid or incurred by Ashford Inc. or its affiliates on our behalf or in connection with the services provided by Ashford Inc. pursuant to the Existing Advisory Agreement, which includes our pro rata share of Ashford Inc.'s office overhead and administrative expenses incurred in providing its duties under the Existing Advisory Agreement. For the year ended December 31, 2016, we reimbursed Ashford Inc. for expenses paid or incurred on our behalf totaling approximately $2.8 million.

Our board of directors has the authority to make annual equity awards to Ashford Inc. or directly to its employees, officers, consultants and non-employee directors, based on our achievement of certain financial and other hurdles established by our board of directors. For the year ended December 31, 2016, we incurred equity-based compensation of $3.8 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc.

If Ashford Inc. is requested to perform services outside the scope of the Existing Advisory Agreement, we are obligated to separately pay for such additional services. No such fees for additional services were paid in 2016. Ashford Inc. is also entitled to receive a termination fee from us under certain circumstances upon the termination of the Existing Advisory Agreement.

On June 10, 2015 the company amended the Existing Advisory Agreement to, among other things, clarify that for purposes of determining the termination fee under the Existing Advisory Agreement, Ashford LLC's earnings shall exclude earnings arising under the master management agreement under which Remington Lodging may manage any of our hotels if Ashford Inc. and Remington consummate a proposed business transaction. In addition, the June 2015 amendments modified the definition of "Company Change of Control" (as defined in the Existing Advisory Agreement) to include a change in the composition of the majority of the directors of the company's board if the newly elected directors were not first approved by the current board. Importantly, this modification provides the incumbent board members with the discretion to evaluate and approve properly vetted and qualified director nominees as "continuing directors." If such a determination is made, a change in the composition of the board does not constitute a Company Change of Control and does not trigger the termination fee. If triggered, we estimate the amount of the termination fee payable to Ashford Inc. to be hundreds of millions of dollars.

On January 24, 2017, we entered into an amended advisory agreement, which agreement will not become effective unless and until it is approved by our stockholders at the annual meeting (the " Amended Advisory Agreement "). The terms of the Amended Advisory Agreement are described in the

ZEQ.=2,SEQ=44,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=671851,FOLIO='39',FILE='DISK130:[17ZAK3.17ZAK70203]CY70203A.;55',USER='ALOEW',CD='28-APR-2017;07:33'

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section of this proxy statement titled "Proposal Number FourApproval of the Amended Advisory Agreement."

The table below sets forth the entities in which our advisor has an interest with which we or our hotels contracted for products and services, the fees paid by us for those services, our advisor's interests in such entities, the distributions our advisor received from such entities, and the number of board seats our advisor has on such companies' boards/such board seats being filled by directors or officers of us and/or our advisor.

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Company Name	Product or Service	Fees Paid by Us for Product or Service in 2016	Advisor Interest	Distributions from Company to Advisor	Advisor Board Seats/Board Seats Available

OpenKey, Inc.(1)	Mobile Key App	$0	38.85%	$0	1/2

PRE Opco, LLC(2)	"Allergy Friendly" Premium Rooms	$0	70%	$0	2/3

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(1) On November 17, 2015, OpenKey, Inc. (" OpenKey ") issued a $3,000,000 convertible promissory note (the " OpenKey Note "), amending and restating a promissory note originally issued on July 9, 2014, to Ashford Lending Corporation (" Ashford Lending "), a subsidiary of Ashford Inc. On March 8, 2016, Ashford Lending and Ashford Hospitality Limited Partnership (" AHLP "), a subsidiary of the Ashford Trust, entered into a Series A Preferred Stock Purchase Agreement with OpenKey (the " OpenKey Purchase Agreement "), pursuant to which Ashford Lending agreed to convert the OpenKey Note into 3,905,120 shares of OpenKey's Voting Series A-1 Preferred Stock (the " A-1 Preferred ") (a price of approximately $0.81 per share of A-1 Preferred, including accrued interest), and AHLP subscribed for 1,240,540 shares of OpenKey's Voting Series A Preferred Stock (the " A Preferred ") in exchange for approximately $2,000,000 (a price of approximately $1.61 per share of A Preferred). On March 2, 2017, AHLP purchased 602,575 additional A Preferred, and Ashford Lending purchased 1,226,602 A Preferred, at a purchase price of $1.61 per share. In addition, Mr. Welter, our Executive Vice President, Asset Management, has been issued 75,000 options outstanding pursuant to OpenKey's 2015 stock plan, equating to an approximate 0.57% ownership in OpenKey. Pursuant to the Voting Agreement, dated as of March 8, 2016, Ashford Lending or its affiliates may designate one member of the Board of Directors of OpenKey, and the holders of a majority of the A Preferred not held by any affiliate of Ashford Inc. may appoint an additional director. (2) On April 6, 2017, our advisor acquired substantially all of the assets and certain liabilities of PAFR, LLC, a New York limited liability company that provides "pure allergy friendly room" services to hotels and other venues. PRE Opco, LLC provides "pure allergy friendly rooms" to hotels owned by us or our affiliates.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Our Relationship with AIM

On June 1, 2015, AHP SMA, LP, our wholly owned subsidiary (" AHP SMA "), invested all of its assets in Ashford Quantitative Alternatives (U.S.) LP (formerly, AIM Real Estate Hedged Equity (U.S.) Fund, LP) (the " Onshore Fund "), an investment fund managed by Ashford Investment Management (" AIM "), an indirect subsidiary of Ashford Inc. AIM serves as the investment manager of the Onshore Fund and is responsible for the investment and reinvestment of its assets in accordance with certain investment guidelines set forth in the governing documents of the Onshore Fund. In 2016, we redeemed 100% of our interest in the fund, valued at approximately $48.4 million at the time of redemption.

AIM was not compensated for its services pursuant to the investment management agreement with respect to any assets invested by AHP SMA; however, the Onshore Fund reimbursed AIM for certain expenses related to the investment management services provided by AIM to the Onshore Fund and those expenses are indirectly borne by AHP SMA.

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Mr. Monty J. Bennett, Chairman of our board, owns 25% of AIM Performance Holdco, L.P. (" AIM Performance Holdco "), a Delaware limited partnership that owns a 99.99% limited partnership interest in the general partner of the private investment funds managed by AIM. Mr. J. Robison Hays, III, our Chief Strategy Officer, owns 15% of AIM Performance Holdco. Ashford LLC directly and indirectly holds the remaining equity interests in AIM Performance Holdco. The collective 40% equity interest held by Messrs. Bennett and Hays in AIM Performance Holdco results in an indirect ownership of a 40% equity interest in the general partner of the private investment funds managed by A IM, or any affiliates that are created by Ashford LLC to serve as the general partner of such private investment funds.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Our Relationship and Agreements with Remington

Upon the completion of the spin-off, we entered into a master management agreement and a mutual exclusivity agreement with Remington. Remington manages our Pier House Resort and the Bardessono Hotel & Spa. Because Mr. Monty J. Bennett, the Chairman of our board of directors, is also the Chief Executive Officer of Remington and, together with his father Mr. Archie Bennett, Jr., beneficially owns 100% of Remington, they will benefit from the fees paid to Remington under the master management agreement.

Pursuant to these agreements, we have agreed to engage Remington for the property management, project management, development and certain other work for all hotels we acquire, unless our independent directors either (i) unanimously vote not to engage Remington, or (ii) based on special circumstances or past performance, by a majority vote elect not to engage Remington because, in their reasonable business judgment, they have determined that it would be in our best interest not to engage Remington or that another manager or developer could perform the duties materially better.

On September 17, 2015, Remington and Ashford Inc. entered into an agreement pursuant to which Ashford Inc. will acquire all of the general partner interest and eighty percent of the limited partner interests in Remington. On March 24, 2017, Ashford Inc. and Remington mutually agreed to terminate the acquisition agreement.

Remington receives a base management fee, and if the hotels meet and exceed certain thresholds, an additional incentive fee (up to 1% of gross revenues attributable to each such hotel) for the services it performs under the master management agreement. In 2016, we paid approximately $4.09 million in fees related to the master management agreement.

Pursuant to the mutual exclusivity agreement with Remington, we have a first right of refusal to purchase any lodging-related investments identified by Remington and any of its affiliates that meet the company's initial investment criteria. Ashford Trust has a similar mutual exclusivity agreement with Remington but has subordinated its right with respect to any properties that satisfy the company's initial investment guidelines. Any new investment opportunities identified by Remington that satisfy our initial investment guidelines are presented to the board, which has up to ten business days to accept any such opportunity prior to it being made available to Ashford Trust. The mutual exclusivity agreement also provides that Remington will provide property management, project management and development services for all properties that we acquire to the extent that we have the right or control the right to direct such matters, unless our independent directors either (i) unanimously vote not to hire Remington or (ii) based on special circumstances or past performance, by a majority vote elect not to engage Remington because they have determined, in their reasonable business judgment, that it would not be in the company's best interest to engage Remington or that another manager or developer could perform the duties materially better.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Our Relationship and Agreements with Ashford Trust

We spun off from Ashford Trust in November 2013 and, until July 2015, Ashford Trust's operating subsidiary owned approximately 15% of the outstanding common units of our operating partnership,

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which were redeemable for shares of our common stock on a 1-for-1 basis. In July 2015, Ashford Trust's operating subsidiary completed a distribution of these common units to its limited partners, including Ashford Trust. Ashford Trust sought redemption of the common units to shares of our common stock, and completed a pro rata, taxable dividend of our common stock to its shareholders. Following this transaction, Ashford Trust no longer owns any of our securities.

We share all of the same executive officers, with the exception of our chief executive officer and president, and significant employees as Ashford Trust, and we have one common director, Mr. Monty Bennett, Chairman of our board. Until April 2017, Mr. Douglas A. Kessler served as our President and on our board of directors. However, Mr. Kessler resigned as a director and officer of us in April 2017, a decision made in connection with his appointment as the chief executive officer of Ashford Trust. Ashford Trust's other officers own units of our operating partnership, or common stock in us equal to approximately 3.8% of our common stock outstanding (if all such units were reduced for common stock).

Additionally, pursuant to the terms of the Existing Advisory Agreement, we are obligated to indemnify and hold Ashford Trust harmless to the full extent lawful, from and against any and all losses, claims, damages or liabilities of any nature whatsoever with respect to or arising from any of its acts or omissions (including ordinary negligence) in its capacity as our advisor for the period prior to the Ashford Inc. spin-off, except with respect to losses, claims, damages or liabilities with respect to or arising out of our gross negligence, bad faith or willful misconduct, or reckless disregard of its duties under the Existing Advisory Agreement (for which Ashford Trust is obligated to indemnify us).

Pursuant to the terms of the separation and distribution agreement governing our separation from Ashford Trust, we are obligated to indemnify Ashford Trust against losses arising from:

Ashford Trust has agreed to indemnify us and our subsidiaries against losses arising from:

Finally, pursuant to a right of first offer agreement, we have a first right to acquire certain subject hotels, to the extent the board of directors of Ashford Trust determines to market and sell the hotel, subject to any prior rights of the managers of the hotel or other third parties and limitations associated with certain of Ashford Trust's hotels held in a joint venture. Likewise, we have agreed to give Ashford Trust a right of first offer with respect to any properties that we acquire in a portfolio transaction, to the extent our board of directors determines it is appropriate to market and sell such assets and we control the disposition, provided such assets satisfy Ashford Trust's investment guidelines. Any such right of first offer granted to Ashford Trust will be subject to certain prior rights, if any, granted to the managers of the related properties or other third parties.

ZEQ.=5,SEQ=47,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=268150,FOLIO='42',FILE='DISK130:[17ZAK3.17ZAK70203]CY70203A.;55',USER='ALOEW',CD='28-APR-2017;07:33' THIS IS THE END OF A COMPOSITION COMPONENT

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AUDIT COMMITTEE REPORT

The audit committee represents and assists the board in fulfilling its responsibilities for general oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, the independent registered public accounting firm's qualifications and independence, the performance of our internal audit function and independent registered public accounting firm, and risk assessment and risk management. The audit committee manages our relationship with its independent registered public accounting firm (which reports directly to the audit committee). The audit committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors as the audit committee deems necessary to carry out its duties and receives appropriate funding, as determined by the audit committee, from Ashford Prime for such advice and assistance.

Our management is primarily responsible for our internal control and financial reporting process. Our independent registered public accounting firm, BDO USA, LLP, is responsible for performing an independent audit of our consolidated financial statements and issuing an opinion on the conformity of those audited financial statements with United States generally accepted accounting principles. The audit committee monitors Ashford Prime's financial reporting process and reports to the board on its findings.

In this context, the audit committee hereby reports as follows:

The undersigned members of the audit committee have submitted this Report to the board of directors.

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AUDIT COMMITTEE
W. Michael Murphy, Chairman Stefani D. Carter Curtis B. McWilliams Kenneth H. Fearn

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PROPOSAL NUMBER TWOAPPROVAL OF A MAJORITY VOTE REQUIREMENT FOR UNCONTESTED DIRECTOR ELECTIONS

Historically, directors of the company have been elected by the affirmative vote of a plurality of the votes cast at any meeting of stockholders held for the purpose of electing directors. On August 3, 2016, the board of directors determined that it was advisable and in the best interests of the company and its stockholders to adopt a majority of votes cast voting standard for director elections with an exception providing for a plurality of votes cast voting standard in contested elections, and the board of directors recommended that the company's stockholders approve and adopt an amendment to the company's charter to provide for such a voting standard (the " Charter Amendment ") and directed that such Charter Amendment be submitted for stockholder approval at the company's next meeting of stockholders.

Taking this proposal into consideration, effective August 3, 2016, the board of directors adopted and approved the Second Amended and Restated Bylaws of the company to adopt a majority of votes cast voting standard for director elections with an exception providing for a plurality of votes cast voting standard in contested elections, subject to the stockholders' approval of the Charter Amendment and the filing and acceptance for record of such Charter Amendment with the Maryland State Department of Assessments and Taxation. The provisions of the Second Amended and Restated Bylaws relating to voting only currently affect the common stock of the company because the common stock is the only issued and outstanding equity security of the company that currently has voting rights. However, Article VII, Section 2 of our charter provides that directors shall be elected by a plurality of the votes cast at any meeting of stockholders at which directors are to be elected and at which a quorum is present.

This Proposal Number Two is being presented to the stockholders to amend the charter to allow for a majority voting standard in director elections, consistent with the Second Amended and Restated Bylaws. If approved by the stockholders, the proposed charter amendment will give full effect to the majority voting requirement, and directors of the company will be elected by the affirmative vote of a majority of the votes cast at any annual or special meeting of stockholders held for the purpose of electing directors, except in the case of a contested election which will require the vote of a plurality of the votes cast.

The Charter Amendment would amend Article VII, Section 2 to require a majority voting standard for a director in an uncontested election, meaning that such a director nominee must receive a "for" vote from a majority of the shares present and voting at a stockholder meeting to be elected to our board of directors. In the event of a contested election, a plurality voting standard will continue to apply, to guard against a failed election contest in which no candidate receives a majority of the "for" votes.

The proposed charter amendment is attached as Exhibit A to this proxy statement. If approved, the proposed charter amendment will become effective upon its filing with the Maryland State Department of Assessment and Taxation. The company would make such a filing promptly after the annual meeting to which the proxy statement relates, and the new voting standard will take effect immediately following such filing.

The board of directors recommends a vote FOR approval of Proposal Number Two, amending our charter to require a majority vote in uncontested director elections.

ZEQ.=2,SEQ=49,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=723420,FOLIO='44',FILE='DISK130:[17ZAK3.17ZAK70203]DA70203A.;7',USER='CHE107324',CD='27-APR-2017;22:52' THIS IS THE END OF A COMPOSITION COMPONENT

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PROPOSAL NUMBER THREEAPPROVAL OF THE AMENDMENT OF THE 2013 EQUITY INCENTIVE PLAN

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Our board of directors proposes and recommends that stockholders approve an amendment to the 2013 Equity Incentive Plan, as amended, increasing the number of shares of common stock that may be issued under the plan by 1,200,000 shares. The affirmative vote of a majority of the holders of shares of our common stock cast on the proposal will be required for approval.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Description of the Amendment to the 2013 Equity Incentive Plan

Under the 2013 Equity Incentive Plan, as adopted by stockholders in 2013, 850,000 shares of outstanding common stock were originally reserved for issuance under the plan. At the annual meeting of stockholders held May 12, 2015, the stockholders approved an amendment to the plan authorizing an increase in the number of shares of common stock that may be issued under the plan by 1,200,000. As of the date of this proxy statement, 161,459 shares of common stock are reserved for issuance under the plan. As of December 31, 2016, 158,658 shares remained available for issuance under the plan. We also have 1,600,000 shares reserved and available under the Advisor Equity Incentive Plan; however, these shares are available for issuance to pay the advisory fee to our advisor. They are not available to pay equity compensation to our directors, officers and employees of our advisor.

Our board of directors believes that the proposed increase of 1,200,000 shares available for issuance under the plan is important to our continued success in attracting, motivating and retaining qualified directors, officers and employees with appropriate experience and ability, and to increase the grantee's alignment of interest with stockholders.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Eligibility

Under our 2013 Equity Incentive Plan, we may grant awards to the employees, consultants and non-employee directors of our company, our advisor or each of their respective affiliates. While we may grant incentive stock options only to employees of the company or certain of its affiliates, we may grant nonqualified stock options, bonus stock, stock appreciation rights, stock awards and performance awards to any eligible participant. As of March 31, 2017, we had six non-employee directors and our affiliates had a total of approximately 101 employees, all of whom are eligible to participate in the 2013 Equity Incentive Plan.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Material Terms of the 2013 Equity Incentive Plan

The 2013 Equity Incentive Plan was established to promote the interests of the company and its stockholders by encouraging employees, consultants and non-employee directors of the company, our advisor and each of their respective affiliates to acquire or increase their equity interests in the company, thereby giving them an added incentive to work toward the continued growth and success of the company. The plan authorizes (i) the purchase of common stock for cash at a purchase price to be decided by the compensation committee, but not more than the fair market value per share of such common stock purchased on the date of such purchase, and (ii) the grant of:

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Shares Subject to the Plan. Only 161,459 shares remain available for issuance under the plan as of the date of this proxy statement. We must reserve sufficient shares to allow for the issuance of the maximum number of shares that may be awarded under any performance-based awards, including performance LTIPs, that must be granted at maximum with such portion that does not vest being forfeited back to the plan. Our board of directors has proposed an amendment to the plan to increase the shares available for issuance under the plan by 1,200,000 shares. Subject to stockholder approval and adoption of the plan, the board has approved the issuance of 698,996 equity awards under the new plan to certain of our executive officers and employees of our advisor.

In the event the outstanding shares of common stock are changed into or exchanged for a different number or kind of shares or other securities of the company by reason of a merger, consolidation, recapitalization, reclassification, stock split, stock dividend, combination of shares or the like, the aggregate number and class of securities available under the plan, the share limits set forth above, the number, amount and type of common stock subject to awards under the plan, and the grant, purchase or exercise price of outstanding awards will be ratably adjusted. In the event the number of shares to be delivered upon the exercise or payment of any award granted under the plan is reduced or in the event any award granted the plan can no longer under any circumstances be exercised or paid, the number of shares no longer subject to such award will be released from such award and be available under the plan for the grant of additional awards.

Administration. The plan will be administered by the compensation committee of our board of directors. With respect to any grant or award to any individual covered by Section 162(m) of the Code which is intended to be performance-based compensation, the compensation committee will consist solely of two or more members of our board of directors, each of whom qualifies as an "outside director" as described in such Section 162(m) of the Code and a "non-employee director" within the meaning of Section 16b-3 under the Exchange Act. Subject to the provisions of the plan, the compensation committee will interpret the plan and all awards under the plan, will make such rules as it deems necessary for the proper administration of the plan, will make all other determinations necessary or advisable for the administration of the plan and will correct any defect or supply any omission or reconcile any inconsistency in the plan or in any award under the plan in the manner and to the extent that the compensation committee deems desirable to effectuate the pan. Any action taken or determination made by the compensation committee pursuant to the plan will be final, binding and conclusive on all parties..

The compensation committee will select the participants who are granted any award, and employees, non-employee directors and other persons who provide advisory or consulting services to us are eligible, except that only employees of the company and certain of its affiliates are eligible to receive an award of an incentive stock option.

The compensation committee may condition any award upon the achievement of any one or more performance goals established solely on the basis of one or more of the following business criteria:

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The plan provides for the grant of (i) options intended to qualify as incentive stock options under Section 422 of the Code and (ii) options that are not intended to so qualify. The principal difference between incentive stock options and other options is that a participant generally will not recognize ordinary income at the time an incentive stock option is granted or exercised, but rather at the time the participant disposes of the shares acquired under the incentive stock option, which income may be treated as long-term capital gain if applicable holding period requirements have been satisfied. In contrast, the exercise of an option that is not an incentive stock option generally is a taxable event that requires the participant to recognize ordinary income equal to the difference between the shares' fair market value on the date of exercise and the option price. The employer will not be entitled to a federal income tax deduction with respect to incentive stock options except in the case of certain dispositions of shares acquired under the options. The employer may claim a federal income tax deduction on account of the exercise of an option that is not an incentive stock option equal to the amount of ordinary income recognized by the participant. Options may be exercised in accordance with requirements set by the compensation committee, provided that each option shall have a vesting period of at least 12 months. The maximum period in which an option may be exercised will be fixed by the compensation committee but cannot exceed ten years. Options generally will be nontransferable except in the event of the participant's death, but the compensation committee may allow the transfer of options to members of the participant's immediate family, a family trust or a family partnership.

Consistent with the terms of the plan, the compensation committee will prescribe the terms of each award of any incentive stock option. No participant may be granted incentive stock options that are first exercisable in a calendar year for shares of common stock having a total fair market value (determined as of the option grant), exceeding $100,000, with any shares of common stock in excess of such $100,000 limitation treated as subject to an option that is not an incentive stock option. The per share exercise price for each incentive stock option cannot be less than each such option share's fair market value on the date the incentive stock option is granted; provided that a grant of an incentive stock option to any employee who is a ten percent (10%) stockholder will have an exercise price of not less than 110% of such incentive stock option share's fair market value on the date the incentive stock

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option is granted. No reload stock option (the right to receive a new option to purchase a share upon the exercise and payment of the exercise price for the original option) may be granted with respect to any incentive stock option. Incentive options must be exercised within three months after the recipient ceases to be an employee for any reason other than death or disability and within one year in the event of death or disability.

Consistent with the terms of the plan, the compensation committee will prescribe the terms of each award of a nonqualified option. The option price for each nonqualified option cannot be less than each such option share's fair market value on the date the nonqualified option is granted. The option price may be paid in cash, by surrendering common stock or through a cashless brokerage exercise.

Unless the compensation committee provides otherwise, all grants of restricted stock will be subject to vesting, meaning that we will have the right to repurchase or recover the stock for the amount paid, if any, by the participant if vesting conditions are not satisfied. Unless the compensation committee provides otherwise, this repurchase right will lapse (i.e., the shares will vest) with respect to one-third of the restricted stock on the first anniversary of the date of grant and on each of the following two anniversaries of the date of grant, provided the participant remains in our service as an employee, director or consultant. Our compensation committee has the authority to provide for a vesting period different from the typical three-year vesting period. Any unvested shares will vest if we terminate the participant's service without cause, or the participant terminates his or her service with us for good reason. In addition, any unvested shares will vest if the participant's service is terminated for any reason within one year of a change in control or due to death or disability of the participant.

A stock appreciation right will be exercisable at such times and subject to such conditions as may be established by the compensation committee. The amount payable upon the exercise of a stock appreciation right may be settled in cash, by the issuance of common stock or a combination of cash and common stock. The initial or base value of a stock appreciation right cannot be less than the fair market value of the stock appreciation right on the grant date.

Phantom stock is a right, subject to satisfaction of terms and conditions as imposed by the compensation committee, to receive, upon vesting, cash equal to the value of a stated number of shares of common stock. The right to receive payment of an award of phantom stock may be conditioned upon continued employment or achievement of performance goals.

Consistent with the terms of the plan, the compensation committee will establish the terms of awards of bonus stock, phantom stock, options, stock appreciation rights and other stock or performance-based awards, including long-term incentive partnership units of our operating partnership. These awards may also be subject to vesting requirements as determined by the compensation committee, which may include completion of a period of service or attainment of performance objectives. Awards may also vest upon termination without cause or by the participant with good reason, termination in connection with a change in control, death, disability or such other events as the compensation committee shall determine.

Prohibition on Repricing. The committee does not have the right to reprice, replace, regrant through a cancellation or otherwise modify or make a cash payment with respect to any outstanding share option or share appreciation right without first obtaining stockholder approval.

Amendment; Duration, Termination. Our board of directors may amend, suspend or terminate the plan; provided, however, no amendment, suspension or termination of the plan may, without the consent of the holder of an award, terminate such award or adversely affect such holder's rights with respect to such award in any material respect; provided further, however, that any amendment which would constitute a "material revision" of the plan (as that term is used in the rules of the NYSE) will be subject to stockholder approval. If not sooner terminated as described above, the plan will terminate

ZEQ.=4,SEQ=53,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=795324,FOLIO='48',FILE='DISK130:[17ZAK3.17ZAK70203]DC70203A.;15',USER='JKEENE',CD='28-APR-2017;10:10'

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on May 12, 2025, and no new awards may be granted after the termination date. Awards made before the termination of the plan will continue in accordance with their terms.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Recent Amendments to Immaterial Terms of the Plan

Effective August 3, 2016, the board adopted Amendment No. 2 to the 2013 Equity Incentive Plan to amend the plan to (1) specify that the following shares of common stock of the company do not qualify for recycling into the plan: (A) shares tendered to or withheld by the company in the payment of the purchase price of any option, (B) shares netted to the company for federal income tax purposes, (C) shares repurchased by the company with proceeds received from the exercise of an option and (D) shares subject to a stock appreciation right that are not issued in connection with the stock settlement of such right upon its exercise; and (2) require officers and directors to hold 50% of any award granted under the plan until such time that he or she has met the stock ownership guidelines set forth in the company's corporate governance guidelines.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Reasons Supporting the Amendment

Only 161,459 shares remain available for issuance under the existing plan as of the date of this proxy statement. Our board of directors believes that the proposed amendment to the plan is important to our continued success in attracting, motivating and retaining qualified directors, officers and employees with appropriate experience and ability, and to increase the grantee's alignment of interest with stockholders.

On April 27, 2017, our board approved the issuance of 660,046 equity awards under the 2013 Equity Incentive Plan to certain of our executive officers, which is contingent upon stockholder approval of the amendment to the 2013 Equity Incentive Plan. Our board also approved 38,950 equity awards under the 2013 Equity Incentive Plan to certain employees of our advisor, which awards are contingent upon stockholder approval of the amendment to the 2013 Equity Incentive Plan. If the amendment to the 2013 Equity Incentive Plan is not approved, these awards will not be effective; however, the board may deem it appropriate to reward the officers and other employees of our advisor in some other fashion.

Many of the awards we have granted to our executive officers under the 2013 Equity Incentive Plan have been performance based. For officers electing to receive performance LTIPs, awards are issued at the maximum potential vesting level (200% of target) as required under current tax laws. In addition, all performance-based awards, whether PSUs or performance LTIPs, may potentially vest at 200% of the amount initially granted. Therefore, we must reserve 200% of all performance-based awards upon issuance. This increases the rate at which shares reserved under the plan are granted. Accordingly, for the 2017 grants issued subject to stockholder approval of the amendment to the 2013 Equity Incentive Plan, 698,996 equity awards were approved for issuance, including performance LTIP units issued at 200% of target potential vesting level.

Awards that may be granted in the future to eligible participants under the 2013 Equity Incentive Plan, as it may be amended, are discretionary and therefore not determinable. The following awards were granted by the board, subject to stockholder approval of the amendment to the 2013 Equity Incentive Plan.

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New Plan Benefits Proposed Grants under 2013 Equity Incentive Plan, as Amended

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Executive Officer — Monty J. Bennett, Former Chief Executive Officer	190,860	(2)	Dollar Value(1) — $ 2,109,000	(2)
Richard J. Stockton, Chief Executive Officer and President	11,764	(3)	130,000	(3)
Douglas A. Kessler, Former President	76,924	(3)	850,000	(3)
David A. Brooks, Chief Operating Officer, General Counsel and Secretary	67,874	(3)	750,000	(3)
Deric S. Eubanks, Chief Financial Officer and Treasurer	45,248	(3)	500,000	(3)
J. Robison Hays, III, Chief Strategy Officer	45,248	(2)	500,000	(2)
Mark Nunneley, Chief Accounting Officer	36,200	(3)	400,000	(3)
Jeremy Welter, Executive Vice President, Asset Management	45,248	(2)	500,000	(2)

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(1) The dollar value shown is based on a closing share price of our common stock of $11.05 on April 26, 2017, the day before our board approved these awards. (2) Fifty percent of the award is in the form of time-based equity and fifty percent is in the form of performance-based equity in the form of performance LTIPs. The number of performance LTIPs shown and the corresponding dollar amount are based on achievement of target levels of performance although the actual number of performance-based equity awards that may vest is between 0% and 200% of the target number. In addition, performance LTIPs are issued at their maximum potential vesting level (200%) as required under current taxing laws. (3) Fifty percent of the award is in the form of time-based equity and fifty percent is in the form of performance-based equity in the form of PSUs. The number of PSUs shown and the corresponding dollar amount are based on achievement of target levels of performance although the actual number of performance-based equity awards that may vest is between 0% and 200% of the target number.

While the board has approved the issuance of the equity compensation described in the table above, these equity awards are subject to stockholder approval of the amendment to the 2013 Equity Incentive Plan.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Options Granted to Certain Persons

The company has not granted options under the 2013 Equity Incentive Plan, and has no immediate plans to issue any options under the 2013 Equity Incentive Plan.

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Equity Compensation Plan Information

The following table sets forth certain information with respect to securities authorized and available for issuance under our equity compensation plans as of December 31, 2016:

Equity Compensation Plan Information

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Equity compensation plans approved by security holders	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights — None	Weighted-Average Exercise Price Of Outstanding Options, Warrants and Rights — N/A	1,758,658
Equity compensation plans not approved by security holders	None	N/A	None
Total	None	N/A	1,758,658

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(1) As of December 31, 2016, 158,658 shares of our common stock, or securities convertible into 158,658 shares of our common stock, remained available for issuance under our 2013 Equity Incentive Plan, and 1,600,000 shares of our common stock, or securities convertible into 1,600,000 shares of our common stock, remained available for issuance under our Advisor Equity Incentive Plan; however, these shares are available for issuance to pay the advisory fee to our advisor. They are not available to pay equity compensation to our directors, officers and employees of our advisor. As of the date of this proxy statement, 161,459 shares of common stock are reserved for issuance under the plan.

The board of directors recommends a vote FOR approval of Proposal Number Three, approval of an amendment to the 2013 Equity Incentive Plan.

ZEQ.=7,SEQ=56,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=683309,FOLIO='51',FILE='DISK130:[17ZAK3.17ZAK70203]DC70203A.;15',USER='JKEENE',CD='28-APR-2017;10:10' THIS IS THE END OF A COMPOSITION COMPONENT

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PROPOSAL NUMBER FOURAPPROVAL OF THE AMENDED ADVISORY AGREEMENT

On January 24, 2017, we entered into the Amended Advisory Agreement. The Amended Advisory Agreement amends and restates the Existing Advisory Agreement and, if approved by our stockholders, will replace the Existing Advisory Agreement in its entirety. The Amended Advisory Agreement will not become effective unless and until it is approved by the Company's stockholders.

A special committee comprised solely of independent directors of our board (the " Company Special Committee ") led the negotiations of the Amended Advisory Agreement with a special committee of the advisor (the " Advisor Special Committee "). The Company Special Committee retained separate independent legal and financial advisors to assist the committee in its negotiations and evaluation of the Amended Advisory Agreement. The Company Special Committee recommended that the board, acting solely by the vote of its independent directors, declare the Amended Advisory Agreement to be advisable and to recommend that the Company's stockholders approve the Amended Advisory Agreement.

Material terms of the Amended Advisory Agreement that we believe are important to our stockholders include the following (capitalized terms used in this section, but not otherwise defined, have the meanings assigned to them in the Amended Advisory Agreement, a copy of which is attached to this proxy statement as Exhibit B ):

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The foregoing is intended only as a summary of certain material terms of the Amended Advisory Agreement. It is not a complete description of the Amended Advisory Agreement. It is subject to and qualified in its entirety by reference to the Amended Advisory Agreement, a copy of which is attached to this proxy statement as Exhibit B .

The board of directors recommends a vote FOR approval of Proposal Number Four, approval of the Amended Advisory Agreement.

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" The Background of the Amended Advisory Agreement

Below is a summary regarding the background of the Existing Advisory Agreement from when it was first entered into through the recent changes approved by the board and is the subject of the stockholder vote being sought in this proxy statement. Capitalized terms used throughout and not otherwise defined shall have the meaning set forth in the Amended Advisory Agreement.

In late 2013, the Company entered into a Separation and Distribution Agreement, by and among Ashford Trust, Ashford Hospitality Limited Partnership, Ashford TRS Corporation, the Company, Ashford Hospitality Prime Limited Partnership and Ashford Prime TRS Corporation, to effect the separation and distribution of the Company from Ashford Trust and provide a framework for the Company's relationships with Ashford Trust after the separation.

At the end of 2013, the Company began trading as an independent public company on the New York Stock Exchange under the ticker symbol "AHP". The Company became an independent publicly-traded REIT focused on investing in high RevPAR full-service and urban select-service hotels and resorts located predominantly in domestic and international gateway markets. At the time of separation, the Company entered into an initial advisory agreement with Ashford LLC, a subsidiary of Ashford Trust. The agreement provided for an initial five-year term, and provided that Ashford LLC would be responsible for implementing the Company's investment strategies and decisions and the management of our day-to-day operations, subject to the supervision and oversight of the board.

In May 2014, the independent directors of the Company approved an amended and restated advisory agreement with Ashford LLC. The amendment provided for, among other things, an extended term, a revised incentive fee calculation, and allows Ashford LLC to advise other REITs with substantially similar investments as the Company.

In November 2014, in connection with the separation of Ashford Inc. and Ashford LLC from Ashford Trust, the Company amended the advisory agreement with its advisor. This amendment provided, among other things, that the covenant restricting the Company from soliciting or hiring employees of the advisor after the advisory agreement terminates does not apply if the agreement terminates due to an Advisor Change of Control.

In June 2015, the Company entered into the Third Amended and Restated Advisory Agreement (defined as the " Existing Advisory Agreement " in other sections throughout this proxy statement) with the advisor. This amendment, among other things, reduced the advisory term to ten years, adjusted the base fee, and allowed the advisor to terminate the Existing Advisory Agreement and trigger a termination fee upon a change of control.

In May and June of 2016, the Company's independent directors (the " Company Independent Directors ") undertook a stockholder engagement program during which several of the Company Independent Directors met with approximately 17 stockholders who owned, in the aggregate, approximately 63% of the Company's outstanding common stock at that time. Stockholders expressed several key themes during these meetings, including that: (1) the termination fee payable under the Existing Advisory Agreement is high and may be inhibiting the Company's growth prospects and ability to execute potential strategic transactions; (2) the amount of the termination fee should be more readily determinable from publicly available information; (3) certain provisions in the Existing Advisory Agreement, such as the incumbent director change of control trigger event and the right of the advisor to appoint a Designated Chief Executive Officer, were perceived to increase the potential for conflicts of interest between the advisor and the Company's stockholders; and (4) the Company's corporate governance profile could be enhanced by adding new independent directors and adopting measures, such as proxy access, that are emerging as best practices.

On June 1, 2016, Curtis B. McWilliams, the Company's lead independent director, initiated a meeting with Brian Wheeler, the advisor's lead independent director. Mr. McWilliams advised

ZEQ.=3,SEQ=59,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=538151,FOLIO='54',FILE='DISK130:[17ZAK3.17ZAK70203]DE70203A.;22',USER='ALOEW',CD='28-APR-2017;07:33'

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Mr. Wheeler that the Company Independent Directors wished to begin negotiations with the advisor's independent directors to amend certain provisions of the Existing Advisory Agreement. Mr. McWilliams explained the Company Independent Directors' perspective that amending the Existing Advisory Agreement would be beneficial for both the Company and the advisor because it could facilitate the Company's growth, which could be reflected in an improved Company stock price. An improved Company stock price would directly benefit the Company's stockholders, and should also benefit the advisor and its stockholders through higher base and incentive management fees, which are based on the Company's market capitalization. During this meeting and a subsequent telephone call, Mr. McWilliams identified key areas that the Company Independent Directors preliminarily identified for amendment: a reduced termination fee, elimination of the incumbent board turnover trigger for a change of control, elimination of the Designated Chief Executive Officer provision and greater ongoing public disclosure of the material inputs needed to calculate the termination fee. Mr. Wheeler noted that the advisor would likely seek consideration from the Company in exchange for amending the agreement, which the parties agreed to discuss further. Mr. McWilliams also informed Mr. Wheeler that it was the intent of the Company Independent Directors to seek stockholder approval of any amendment to the Existing Advisory Agreement.

Mr. Wheeler advised Mr. McWilliams that he would report a summary of their discussions to the advisor independent directors (the " Advisor Independent Directors "). Later that month, Mr. Wheeler contacted Mr. McWilliams to advise him that the Advisor Independent Directors were willing to discuss potentially amending the Existing Advisory Agreement. They preliminarily discussed a process whereby the Company Independent Directors and the Advisor Independent Directors would each form special committees, comprised solely of independent directors, to lead the discussions and negotiations. Mr. Wheeler also asked that Mr. McWilliams provide the Advisor Independent Directors with a list of the terms of the Existing Advisory Agreement that the Company Independent Directors proposed to change.

On July 2, 2016, the Company Independent Directors met by teleconference. Mr. McWilliams reported on his discussions with Mr. Wheeler. The directors discussed establishing a special committee and retaining Clifford Chance US LLP (" Clifford Chance ") as independent legal advisor to work with the special committee. A representative of Clifford Chance was invited to join the meeting. Clifford Chance had previously advised the Company Independent Directors on certain matters. The Clifford Chance representative was asked to present her initial thoughts on potential changes to the Existing Advisory Agreement. She was also asked to confirm her firm's independence of the Company's management and the advisor, which she confirmed. After discussion, the Company Independent Directors asked the Clifford Chance representative to prepare a written summary of potential changes to the Existing Advisory Agreement for review by the Company Independent Directors.

Over the next few days the Company Independent Directors and Clifford Chance developed a preliminary issues list which the Company Independent Directors authorized Mr. McWilliams to present to Mr. Wheeler. Mr. McWilliams sent the preliminary issues list to Mr. Wheeler in early July 2016. The preliminary issues list included the following items: eliminate the Designated Chief Executive Officer provision; eliminate the incumbent board turnover change of control trigger event; provide greater flexibility under the asset sale change of control trigger event; generally conform the parties' rights to cure defaults; reduce the termination fee by eliminating the tax gross up, the 10% charge and the 12x multiple as a floor; improve the terms relating to key money; and certain other items. In addition, the Company Special Committee was formed to lead the discussions and negotiations with the advisor, comprised of Mr. McWilliams (chair), M. Michael Murphy and Andrew L. Strong.

In mid-July 2016, Mr. Wheeler reported to Mr. McWilliams that the Advisor Independent Directors were in the process of forming the Advisor Special Committee and retaining independent counsel. Messrs. McWilliams and Wheeler discussed arranging an initial meeting between members of the Company and the Advisor Special Committees and their respective counsel to discuss the

ZEQ.=4,SEQ=60,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=400097,FOLIO='55',FILE='DISK130:[17ZAK3.17ZAK70203]DE70203A.;22',USER='ALOEW',CD='28-APR-2017;07:33'

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preliminary issues list developed by the Company Independent Directors. A meeting was subsequently scheduled later in July 2016.

In July 2016, representatives of each Special Committee and their legal advisors met to discuss the issues raised by the Company Special Committee. One of the material topics discussed was the amount of the termination fee. The Company Special Committee was of the view that the fee should be significantly reduced but recognized that the advisor was likely to require some compensation in consideration for significantly reducing the fee. The parties discussed possible ideas, such as increasing the base management fee payable to the advisor if the Company did not meet specified asset growth targets in the coming years, or making an upfront cash payment to the advisor. No definitive agreements were reached at the meeting. The Advisor Special Committee advised that they would review the agreement with their counsel, Proskauer Rose LLP (" Proskauer ") who had recently been retained, and consider the points raised by the Company Special Committee. Subsequent to the meeting, Mr. Wheeler advised Mr. McWilliams that having discussed the matter further, the Advisor Special Committee was fairly firm in its view that, in order to make significant concessions on the termination fee, the Company should make a material upfront cash payment to the advisor.

Messrs. McWilliams and Wheeler kept in contact over the next several weeks. Mr. Wheeler advised Mr. McWilliams that the Advisor Special Committee and Proskauer were reviewing the Existing Advisory Agreement and were preparing a draft of an amended and restated agreement that they would present to the Company Special Committee. Mr. Wheeler further advised that the Advisor Special Committee was taking a fresh look at the Existing Advisory Agreement in its entirety.

At the same time that the Company Independent Directors were seeking to amend the Existing Advisory Agreement, the Company's Nominating and Corporate Governance Committee was considering ways to enhance the Company's corporate governance profile. At a meeting of the Company Independent Directors in late July 2016, Stefani D. Carter, the chair of the nominating and corporate governance committee, reported on various measures being considered and on the status of the committee's review of potential independent director candidates. Ms. Carter undertook to keep the Company Independent Directors apprised of the nominating and corporate governance committee's progress on these matters. No formal decisions on corporate governance matters were taken at the meeting.

At a regularly scheduled board meeting in August 2016, our board approved the appointment of Mr. Fearn as a new independent director. Mr. Fearn also joined the Company Special Committee. The Board also considered and approved the adoption of certain corporate governance enhancements.

On August 9, 2016, the Company announced that Mr. Fearn had joined the board as an independent director. In addition, the Company announced the adoption of the following corporate governance enhancements:

In late September 2016, Mr. Wheeler sent Mr. McWilliams a draft of the Amended Advisory Agreement, which was a substantial revision of the Existing Advisory Agreement. The Company Special Committee and Clifford Chance reviewed the draft Amended Advisory Agreement and developed a list of material issues which they provided to Mr. Wheeler.

ZEQ.=5,SEQ=61,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=812782,FOLIO='56',FILE='DISK130:[17ZAK3.17ZAK70203]DE70203A.;22',USER='ALOEW',CD='28-APR-2017;07:33'

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Messrs. McWilliams and Wheeler and representatives of Clifford Chance and Proskauer met in early October to discuss the draft Amended Advisory Agreement and the issues identified by the Company Special Committee. The parties met over two days and discussed a number of issues, with particular focus on the termination fee; the advisor's initial request for an up-front payment by the Company of $75.0 million in cash; changes in the base management fee; changes to the events that would trigger a termination of the Amended Advisory Agreement; the Advisor's request for an escrow and lien on the Company's assets as credit support for payment of the termination fee; a liquidated damages provision; expense reimbursements; indemnification matters; the advisor's request that the Company grant it a proxy on voting the advisor's common stock held by the Company; and other matters.

In general, the Company Special Committee sought to improve the terms of the Existing Advisory Agreement in response to certain concerns identified by its stockholders, as discussed above. The Advisor Special Committee was willing to consider reducing the termination fee, but were not willing to reduce it to levels sought by the Company Special Committee. The parties found common ground on a number of issues, but reached no definitive agreement. They undertook to get back in contact in the near term after speaking with their respective Special Committees. The parties and their counsel held numerous discussions after their initial October meeting, trying to narrow their differences.

In November 2016, Mr. Wheeler proposed an alternative construct for the termination fee that would involve a lower up-front cash payment by the Company combined with an inducement for the Company to increase its asset base. After discussion and negotiation, the parties preliminarily agreed on an approach whereby the Company would make a smaller upfront cash payment to the advisor at the effective date of the agreement, and would commit to invest a larger amount as equity capital in incremental asset growth. The Company Special Committee continued to seek to reduce the termination fee by eliminating or reducing the multiple that sets a floor for the termination fee in the Existing Advisory Agreement. The Advisor Special Committee continued to reject this request. The parties agreed to consider further the alternative formulation proposed by Mr. Wheeler and flesh out the detail of it in the near term, in addition to continuing to negotiate other open issues.

On November 2, 2016, the Company announced that the board had appointed Richard J. Stockton as Chief Executive Officer of the Company, in fulfillment of the Company's commitment to separate the roles of chairman and chief executive officer.

Also in November 2016, the Company Special Committee resolved to retain an outside financial advisor to assist the Company Special Committee in evaluating the potential financial impact of the Amended Advisory Agreement on the Company. The Company Special Committee authorized Mr. McWilliams to obtain proposals from potential financial advisors. During the course of several meetings in November, the Company Special Committee reviewed proposals from financial advisors and discussed their expertise, backgrounds, resources, independence and fee proposals. After discussion and review, the Company Special Committee retained SunTrust Robinson Humphrey, Inc. (" STRH ") as its financial advisor in connection with the proposed Amended Advisory Agreement and requested that STRH, in its capacity as financial advisor to the Company Special Committee, provide assistance and advice to the Company Special Committee in its negotiation of the Amended Advisory Agreement and analysis of the financial terms of the Amended Advisory Agreement.

The parties, with the assistance of their legal and financial advisors, held in-person negotiating sessions at the end of November and the beginning of December 2016. The parties had reduced the number of open issues by this time, but material issues were not yet resolved. At the meetings, the parties' discussions focused on: the amount of the termination fee; disclosure of the material components of the termination fee; the caps and floors that would apply to a periodic reset of the base and incentive fees at the end of each term of the agreement; the extent and form of credit support the Company would provide for payment of the termination fee; a liquidated damages provision; the scope

ZEQ.=6,SEQ=62,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=263486,FOLIO='57',FILE='DISK130:[17ZAK3.17ZAK70203]DE70203A.;22',USER='ALOEW',CD='28-APR-2017;07:33'

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of the indemnification provisions; the termination events; certain expense reimbursements requested by the advisor; and the Company's willingness to agree to certain financial covenants. At the conclusion of the meetings, the parties confirmed that they were making progress in narrowing their differences and agreed to continue negotiations after getting feedback from their respective special committees.

The parties and their respective counsel continued to negotiate the terms of the Amended Advisory Agreement through the remainder of December 2016 and into January 2017. They also exchanged revised versions of the Amended Advisory Agreement. In addition to the negotiating sessions described above, the Company Special Committee met four times in December and four times in early January, including two meetings with the other Company Independent Directors. By this time, the Company Special Committee generally agreed that most of the material issues between the parties had been resolved.

On January 4, 2017 the Company Independent Directors, with representatives of STRH and Clifford Chance in attendance, met in person and by teleconference. At the request of the Company Special Committee, representatives of STRH reviewed its preliminary analyses of certain of the financial terms of the proposed Amended Advisory Agreement.

The Company Special Committee met on January 11, 2017, with representatives of STRH and Clifford Chance in attendance, to discuss the most recent draft of the Amended Advisory Agreement. Representatives of Clifford Chance summarized the material terms of the most recent draft of the Amended Advisory Agreement.

The Company Special Committee members concurred that the Amended Advisory Agreement was in substantially final form. Thereafter, at the request of the Company Special Committee, representatives of STRH discussed with the Company Special Committee STRH's updated preliminary analysis of certain of the financial terms of the draft Amended Advisory Agreement and findings with respect to certain of the financial terms of the proposed Amended Advisory Agreement as compared to certain of the financial terms of the Existing Advisory Agreement. See the section of this proxy statement titled "Summary of Financial Analysis Performed" below. Following further discussions among the members of the Company Special Committee, the Company Special Committee approved the Amended Advisory Agreement and resolved to recommend that the board, acting exclusively by the Company Independent Directors, approve the Amended Advisory Agreement and declare it advisable to the Company's stockholders.

At the request of the Company Special Committee, on January 18, 2017, STRH provided an updated version of STRH's written materials regarding certain of the financial terms of the Amended Advisory Agreement to the Company Special Committee. Based upon and subject to the assumptions, qualifications, limitations and other matters considered by STRH in connection with the preparation of its financial analyses, STRH's analyses of certain of the amended financial terms indicated a positive financial impact to the Company, as compared to the Existing Advisory Agreement, of between $34.0 million and $136.0 million if the Amended Advisory Agreement were terminated on or before December 31, 2022, and a negative financial impact of approximately $5.0 million if the Amended Advisory Agreement were never terminated.

On January 19, 2017, at a regularly scheduled meeting of the board, the Company Special Committee recommended that the board, acting exclusively by the Company Independent Directors, approve the Amended Advisory Agreement. Following discussion, the Company Independent Directors approved the Amended Advisory Agreement, subject to completing the final documentation of the Amended Advisory Agreement and the preparation of filings with the SEC to report entering into the Amended Advisory Agreement. The final version of the Amended Advisory Agreement was subsequently approved by the Company Independent Directors on January 24, 2017.

ZEQ.=7,SEQ=63,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=886792,FOLIO='58',FILE='DISK130:[17ZAK3.17ZAK70203]DE70203A.;22',USER='ALOEW',CD='28-APR-2017;07:33'

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" The Company's Reasons for Entering into the Amended Advisory Agreement

In approving the Amended Advisory Agreement, the Company Independent Directors considered the following positive factors:

The Company Independent Directors also considered potentially negative factors:

The board, upon recommendation from the Company Special Committee, concluded that the risks and countervailing factors relevant to the Amended Advisory Agreement were outweighed by the

ZEQ.=8,SEQ=64,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=278112,FOLIO='59',FILE='DISK130:[17ZAK3.17ZAK70203]DE70203A.;22',USER='ALOEW',CD='28-APR-2017;07:33'

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potential benefits that it believes stockholders will achieve as a result of entering into the Amended Advisory Agreement.

The foregoing discussion of the information and factors considered by the board is not exhaustive. In view of the wide variety of factors, both positive and negative, considered by our board, the board generally did not consider it practical to, nor did it attempt to, quantify, rank or otherwise seek to assign relative weights to the specific factors that it considered in reaching its determination that the proposed transaction is advisable and in the best interests of the Company's stockholders. Rather, our board viewed its determination as being based upon the judgment of its members, in light of the totality of the information presented and considered. However, individual members of our board may have given different weights to different factors and may have applied different analyses to each of the material factors considered by the board collectively.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Summary of Financial Analysis Performed

STRH provided financial analysis of the terms to the Amended Advisory Agreement. STRH was engaged by the Company to assist the Company Special Committee in its negotiation and review of the proposed Amended Advisory Agreement. As part of its engagement, STRH, at the request of the Company Special Committee, on January 18, 2017 provided to the Company Special Committee materials regarding STRH's analyses of certain financial terms of the Amended Advisory Agreement as compared to the Existing Advisory Agreement. STRH's materials were provided for the information of the Company Special Committee in connection with its review of the Amended Advisory Agreement and were not to be used for any other purpose. STRH's materials did not address the underlying business decision of the Company Special Committee, the board or the Company to enter into the Amended Advisory Agreement, or the relative merits of the entry into the Amended Advisory Agreement as compared to any alternative transaction or strategy that may have been available to the Company. The materials were not intended to provide the sole basis for the Company Special Committee's evaluation of the Amended Advisory Agreement, did not purport to contain all information that may have been required by, or of interest to, the Company Special Committee in connection with such evaluation, and did not constitute an opinion or recommendation to the Company Special Committee, the board, any security holder of the Company or any other person or entity as to how to vote or act with respect to any matter relating to the Amended Advisory Agreement. STRH's materials did not constitute an opinion as to the fairness of the financial terms, or any other aspect of, the Amended Advisory Agreement.

As part of its analyses, among other things, STRH:

ZEQ.=9,SEQ=65,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=215675,FOLIO='60',FILE='DISK130:[17ZAK3.17ZAK70203]DE70203A.;22',USER='ALOEW',CD='28-APR-2017;07:33'

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With the consent of the Company Special Committee, STRH assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information furnished by or discussed with the Company Special Committee, the Company, the advisor and their respective representatives or otherwise available from public sources. STRH's role in reviewing such information was limited solely to performing such review as STRH deemed necessary and appropriate to support its analyses, and such review was not conducted on behalf of the Company Special Committee, the Company or any other person. With respect to the Advisor Projections for the Company, STRH was advised and assumed that they were reasonably prepared on bases reflecting the best currently available information, estimates and judgments of the management of the advisor as to the future financial performance of the Company. With respect to the Acquisition Scenarios and the Agreement Termination Scenarios, STRH was advised and assumed that they represented, respectively, reasonable alternative scenarios with respect to future potential acquisitions by the Company and reasonable alternative scenarios with respect to future potential termination dates of the Amended Advisory Agreement and the Existing Advisory Agreement. STRH expressed no view or opinion with respect to the Advisor Projections for the Company, the Acquisition Scenarios or the Agreement Termination Scenarios or, in each case, the assumptions or circumstances on which they were based. At the direction of the Company Special Committee, STRH assumed that the Advisor Projections for the Company, the Acquisition Scenarios and the Agreement Termination Scenarios provided a reasonable basis upon which to evaluate the Selected Financial Terms and, at the Company Special Committee's direction, STRH relied upon the Advisor Projections for the Company, the Acquisition Scenarios and the Agreement Termination Scenarios for purposes of its analyses.

ZEQ.=10,SEQ=66,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=593629,FOLIO='61',FILE='DISK130:[17ZAK3.17ZAK70203]DE70203A.;22',USER='ALOEW',CD='28-APR-2017;07:33' THIS IS THE END OF A COMPOSITION COMPONENT

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STRH further relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of the Company since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to it, and that there was no information or any facts that would make any of the information discussed with or reviewed by STRH incomplete or misleading. STRH also assumed that (a) the representations and warranties of all parties to the Amended Advisory Agreement were true and correct, (b) each party to the Amended Advisory Agreement would fully and timely perform all of the covenants and agreements required to be performed by such party under the Amended Advisory Agreement without waiver, modification or amendment of any term, condition or agreement thereof, and (c) in the course of obtaining any regulatory or third party consents, approvals or agreements in connection with entry into the Amended Advisory Agreement, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on the Company or the expected benefits of the Amended Advisory Agreement. In addition, STRH assumed that the Amended Advisory Agreement, when executed by the parties thereto, would, in all respects material to its analyses, conform to the draft provided to STRH by the Company Special Committee on January 13, 2017.

In connection with its analyses, STRH did not conduct a physical inspection of the properties, assets or facilities of the Company and was not requested to, and did not, make an independent evaluation or appraisal of the assets or liabilities (fixed, contingent, derivative, off balance sheet or otherwise) of the Company, nor was STRH furnished with any such evaluations or appraisals. STRH's materials did not constitute a valuation opinion or credit rating, and STRH had no obligation to evaluate the solvency of the Company or any other person or entity under any law. STRH's analyses addressed only the financial implications of the Selected Financial Terms and did not address any other term or aspect of the Amended Advisory Agreement, including any term that was not susceptible to financial analysis.

STRH is not an expert on, and did not provide an opinion, counsel, advice or interpretation as to, legal, accounting, regulatory, insurance or tax matters. STRH relied, with the Company Special Committee's consent, on the assessments of the Company Special Committee, the Company and their respective advisors as to all legal, accounting, regulatory, insurance and tax matters with respect to the Company and the Amended Advisory Agreement. STRH's materials were necessarily based on conditions as in effect on, and the information made available to STRH as of, the date of the materials. None of the Company Special Committee, the board, the Company nor STRH has undertaken any obligation to update, revise or reaffirm the materials.

The analyses summarized below should be considered as a whole. Selecting portions of the analyses, without considering all analyses, could create an incomplete view. The implied values and financial impacts indicated by STRH's analyses were illustrative and not necessarily indicative of actual values or financial impacts or predictive of future results or impacts, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities did not purport to be appraisals or to reflect the prices at which businesses or securities actually may have been sold, which could have depended on a variety of factors, many of which were beyond the control of STRH. Much of the information used in, and accordingly the results of, STRH's analyses, are inherently subject to substantial uncertainty.

STRH's analyses were among many factors considered by the Company Special Committee in evaluating the proposed Amended Advisory Agreement. STRH's analyses were not determinative of the terms of the Amended Advisory Agreement or of the views of the Company Special Committee with respect to the Amended Advisory Agreement. STRH acted as an independent contractor to the Company in connection with the Amended Advisory Agreement and did not act as an agent or fiduciary of the Company Special Committee, the board, the Company, the security holders or creditors of the Company or any other person or entity.

ZEQ.=1,SEQ=67,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=92631,FOLIO='62',FILE='DISK130:[17ZAK3.17ZAK70203]DG70203A.;25',USER='JVANGB',CD='28-APR-2017;08:04'

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The following is a summary of the material financial analyses included in STRH's materials provided to the Company Special Committee on January 18, 2017. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of STRH's analyses.

STRH computed the present value of the implied financial impact of the Selected Financial Terms. STRH's analysis was based on the following methodologies.

The tables below set forth the implied present values for each of the Selected Financial Terms for each of the Agreement Termination Scenarios and for the Acquisition Scenarios providing for no acquisitions and providing for $225.0 million in acquisitions in 2017, increasing by $50.0 million annually through 2022. Among the four Acquisition Scenarios described above, these two Acquisition Scenarios represented the lowest and highest implied present values of the financial impact of the Selected Financial Terms.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Implied Present Value of Financial ImpactNo Acquisitions(1)

COMMAND=ADD_TABLEWIDTH,"150%" User-specified TAGGED TABLE

				December 31
	January 1 2017(2)																					No Termination(3)
($ in thousands) Selected Financial Term				2017			2018			2019			2020			2021			2022
Termination Fee	$	115,053		$	88,494		$	77,674		$	78,817		$	80,379		$	80,968		$	81,263
Upfront Payment		(5,000	)		(4,968	)		(4,938	)		(4,910	)		(4,885	)		(4,862	)		(4,840	)		(4,840	)
Growth Capital Covenant		(45,000	)		(41,522	)		(38,305	)		(35,336	)		(32,591	)		(30,065	)		(27,736	)
Base Management Fee					(54	)		(107	)		(160	)		(211	)		(262	)		(311	)		(311	)
Expense Reimbursement					(10	)		(20	)		(30	)		(40	)		(49	)		(58	)		(58	)

Total	$	65,053		$	41,940		$	34,304		$	38,380		$	42,653		$	45,731		$	48,319		$	(5,209	)

end of user-specified TAGGED TABLE COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="26%" ALIGN="LEFT"

(1) Acquisition Scenario where there are no acquisitions. (2) For a January 1, 2017 termination, no acquisition would have occurred under any Acquisition Scenario. As such, data shown is applicable to all Acquisition Scenarios.

ZEQ.=2,SEQ=68,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=318204,FOLIO='63',FILE='DISK130:[17ZAK3.17ZAK70203]DG70203A.;25',USER='JVANGB',CD='28-APR-2017;08:04'

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(3) No Agreement Termination Scenario assumes no financial impact attributable to the Termination Fee or Growth Capital Covenant Selected Financial Terms and assumes the financial impact of all other Selected Financial Terms equals those of the December 31, 2022 Agreement Termination Scenario.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Implied Present Value of Financial ImpactHigh Acquisitions(1)

COMMAND=ADD_TABLEWIDTH,"150%" User-specified TAGGED TABLE

				December 31
	January 1 2017(2)																					No Termination(3)
($ in thousands) Selected Financial Term				2017			2018			2019			2020			2021			2022
Termination Fee	$	115,053		$	87,810		$	78,214		$	88,645		$	105,568		$	123,252		$	141,511
Upfront Payment		(5,000	)		(4,968	)		(4,938	)		(4,910	)		(4,885	)		(4,862	)		(4,840	)		(4,840	)
Growth Capital Covenant		(45,000	)		(33,737	)		(22,344	)		(11,043	)
Base Management Fee					(54	)		(110	)		(173	)		(245	)		(324	)		(413	)		(413	)
Expense Reimbursement					(10	)		(20	)		(30	)		(40	)		(49	)		(58	)		(58	)

Total	$	65,053		$	49,041		$	50,801		$	72,488		$	100,399		$	118,018		$	136,200		$	(5,311	)

end of user-specified TAGGED TABLE COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="26%" ALIGN="LEFT"

(1) Acquisition Scenario where there is the highest dollar amount of acquisitions. (2) For a January 1, 2017 termination, no acquisition would have occurred under any Acquisition Scenario. As such, data shown is applicable to all Acquisition Scenarios. (3) No Agreement Termination Scenario assumes no financial impact attributable to the Termination Fee or Growth Capital Covenant Selected Financial Terms and assumes the financial impact of all other Selected Financial Terms equals those of the December 31, 2022 Agreement Termination Scenario.

As shown in the tables above, STRH's analysis of the Selected Financial Terms indicated a positive present value financial impact to the Company of between $34.0 million and $136.0 million if the Amended Advisory Agreement is terminated on or before December 31, 2022, and a negative present value financial impact of approximately ($5.0 million) if the Amended Advisory Agreement is never terminated.

STRH and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. STRH and its affiliates and employees, and funds or other entities in which they invest or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction for the accounts of STRH and its affiliates and their employees and customers. As compensation for its services to the Company Special Committee, STRH is entitled to a monthly retainer fee of $50,000, subject to a minimum of $250,000, and has become entitled to receive an additional a fee of $500,000 upon the delivery of its materials to the Company Special Committee. In addition, the Company has agreed to reimburse certain expenses incurred by STRH in connection with its engagement and to indemnify STRH and certain related parties for certain liabilities and other items arising out of or related to its engagement.

ZEQ.=3,SEQ=69,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=878688,FOLIO='64',FILE='DISK130:[17ZAK3.17ZAK70203]DG70203A.;25',USER='JVANGB',CD='28-APR-2017;08:04'

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COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Termination Payment Calculation

The below calculations provide a comparison of the liability of the Company to the advisor upon a termination of the Existing Advisory Agreement compared to the Amended Advisory Agreement, assuming termination of the agreement on December 31, 2016 and based on the closing price of the Company's common stock on such date, the price of which would not have resulted in an incentive fee earned by the advisor. If an incentive fee had been earned, the entire incentive fee would have been due and payable and would have been included as a part of advisor's net earnings for purposes of determining the termination fee.

As of December 31, 2016, the total payable termination payment and liability under the Existing Advisory Agreement would have been approximately $215.0 million, and the total payable termination payment and liability under the Amended Advisory Agreement would have been approximately $162.0 million, of which $45.0 million constitutes a payment of the Uninvested Amount and includes the elimination of the "tax gross-up" and the 1.1x multiplier.

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

($ in millions) Net Earnings for LTM (FY 2016)
Total Revenues	17.8		17.8
Total Incremental Expenses(1)	(8.2	)	(8.2	)

Net Earnings	9.7		9.7
Multiple	12.0x		12.0x
	116.3		116.3
10% Premium			11.6
Tax Gross-Up			85.3

Termination Fee	116.3		213.2
Uninvested Amount(2)	45.0
Key Money Clawback(3)	1.5		1.5
Total	162.8		214.7

end of user-specified TAGGED TABLE COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="26%" ALIGN="LEFT"

(1) The advisor will disclose in its periodic reports that it files under the Exchange Act, the total incremental expenses incurred by the advisor (including all reimbursable expenses) as reasonably determined by the advisor for the period covered by the report in connection with providing services to the Company under the Amended Advisory Agreement, which determination shall be conclusive and binding on the advisor and the Company. (2) The $45.0 million Uninvested Amount is expected to reduce over time based on incremental net asset growth. (3) The Key Money Clawback Amount, if any, shall be due and payable on the same date the Company disposes of the property, whether by sale or otherwise, or upon the occurrence of a Company Change of Control (as defined in the Advisory Agreement Amendment) or any termination of the Amended Advisory Agreement, whichever is applicable.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" The Amended Advisory Agreement

The following is a summary of the material provisions of the Amended Advisory Agreement and is qualified in its entirety by reference to the Amended Advisory Agreement, a copy of which is attached to this proxy statement as Exhibit B and incorporated by reference into this document. The description of the Amended Advisory Agreement in this proxy statement has been included to provide you with information regarding its terms, and we recommend that you read carefully the Amended Advisory Agreement in its entirety. This summary may not contain all of the information about the Amended Advisory Agreement that

ZEQ.=4,SEQ=70,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=264060,FOLIO='65',FILE='DISK130:[17ZAK3.17ZAK70203]DG70203A.;25',USER='JVANGB',CD='28-APR-2017;08:04'

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is important to you. Capitalized terms used throughout and not otherwise defined shall have the meaning set forth in the Amended Advisory Agreement.

The advisor acts as our sole and exclusive advisor, responsible for implementing our investment strategies and decisions and the management of our day-to-day operations, subject to the supervision and oversight of the board. We rely on the advisor to provide, or obtain on our behalf, the personnel and services necessary for us to conduct our business, and we have no employees of our own. All of our officers are also employees of the advisor.

The Amended Advisory Agreement provides that the advisor shall make available personnel necessary to perform the services and functions the advisor is responsible for performing under the Amended Advisory Agreement, including persons to serve as our officers. The advisor and its affiliates are not obligated to dedicate any of their respective employees exclusively to us, nor are the advisor, its affiliates or any of their employees obligated to dedicate any specific portion of its or their time to our business except as necessary to perform the service required of them in their capacity as our advisor. The advisor is at all times subject to the supervision and oversight of the board. The Amended Advisory Agreement and our governing documents require us to nominate persons designated by the advisor as candidates for election as directors at any stockholders meeting at which directors are to be elected such that the advisor designees constitute as nearly as possible 29% of the board, in all cases rounding to the next larger whole number, for so long as the Amended Advisory Agreement is in effect. Such nominees may be executive officers of the advisor. The Amended Advisory Agreement requires the advisor to manage our business affairs in conformity with the policies and the guidelines that are approved and monitored by the board. Additionally, except for actions taken in good faith or at the direction of the board the advisor must refrain from taking any action that would (a) adversely affect our status as a REIT, (b) subject us to regulation under the Investment Company Act of 1940, as amended (the " Investment Company Act "), (c) knowingly and intentionally violate any law, rule or regulation of any governmental body or agency having jurisdiction over us, (d) violate any of the rules or regulations of any exchange on which our securities are listed, the result of which is likely to cause us to be delisted or (e) violate our charter, bylaws or resolutions of the board, all as in effect from time to time.

Duties of the Advisor. Subject to the supervision of the board, the advisor is solely responsible for our day-to-day operations, including all of our subsidiaries and joint ventures, and shall perform (or cause to be performed) all services necessary to operate our business as outlined in the Amended Advisory Agreement. Those services include sourcing and evaluating hotel acquisition and disposition opportunities, asset managing the hotels in our portfolio and overseeing the property managers, handling all of our accounting, treasury and financial reporting requirements, and negotiating terms of loan documents for our debt financings, as well as other duties and services outlined in the Amended Advisory Agreement.

Any increase in the scope of duties or services to be provided by the advisor must be jointly approved by us and the advisor and will be subject to additional compensation as outlined in the Amended Advisory Agreement.

The advisor is our sole and exclusive asset manager with authority to source, evaluate and monitor the Company's investment opportunities consistent with the Company's investment guidelines, and to direct the operation and policies of the Company, such as managing the Company's assets and monitoring the operating performance of the Company's hotel real estate investments and other assets, including the management and implementation of capital improvement programs, pursue property tax appeals (as appropriate), and providing periodic reports with respect to the Company's hotel real estate investments and other assets to the board, including comparative information with respect to such operating performance and budgeted or projected operating results.

ZEQ.=5,SEQ=71,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=614044,FOLIO='66',FILE='DISK130:[17ZAK3.17ZAK70203]DG70203A.;25',USER='JVANGB',CD='28-APR-2017;08:04'

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The advisor also has the power to delegate all or any part of its rights and powers to manage and control our business and affairs to such officers, employees, affiliates, agents and representatives of the advisor or our Company as it may deem appropriate. Any authority delegated by the advisor to any other person is subject to the limitations on the rights and powers of the advisor specifically set forth in the Amended Advisory Agreement or our charter.

The advisor also acknowledges that the Company maintains codes and policies intended to help maintain compliance with applicable laws and regulations and agrees to require its employees who provide services to the Company to comply with all applicable codes and policies.

Growth Covenant. In order to further the Company's growth, the Company undertakes to grow its assets under a "growth covenant," under which the Company will receive a deemed credit against a base amount of $45.0 million for: 3.75% of the total purchase price of each hotel acquired after the date of the Amended Advisory Agreement that was recommended by the advisor, netted against 3.75% of the total sale price of each hotel sold after the date of the Amended Advisory Agreement. The difference between $45.0 million and such net credit, if any, is referred to as the " Uninvested Amount ." If the Amended Advisory Agreement is terminated, other than due to certain acts by the Advisor as set forth in the Amended Advisory Agreement, the Company must pay the Advisor the Uninvested Amount, in addition to any termination fee payable under the Amended Advisory Agreement.

Financial Covenants. The Amended Advisory Agreement requires the Company to maintain a tangible net worth of not less than $390.0 million plus 75% of the equity proceeds from the sale of securities by the Company after December 31, 2016. The Amended Advisory Agreement also prohibits the Company from paying dividends (in cash, securities or property) and making any payment (in cash, securities or property) in connection with purchasing, redeeming, retiring, acquiring, cancelling or terminating any capital stock or other equity interest except as required to maintain its REIT status if paying the dividend would reduce the Company's net worth below the required minimum net worth.

Term and Termination. The term of the Amended Advisory Agreement is ten years from the effective date of the Amended Advisory Agreement, with up to seven automatic ten-year renewal terms unless previously terminated as described below. If the advisor has given us notice of its intent to extend the term of the agreement, either party may give written notice to the other party at least 180 days prior to the expiration of the then-current term to renegotiate the amount of the base fee or the incentive fee. In no event shall the base fee multiplier be reduced below 0.65% or increased above 0.75% during the term of the Amended Advisory Agreement, including all extensions. Further, in no event shall the incentive fee multiplier be reduced below 0.04 or increased above 0.06 during the term of the Amended Advisory Agreement.

If we or the advisor terminate the Amended Advisory Agreement upon a Change in Control of the Company, we would be required to pay a termination fee equal to the greater of either:

ZEQ.=6,SEQ=72,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=264816,FOLIO='67',FILE='DISK130:[17ZAK3.17ZAK70203]DG70203A.;25',USER='JVANGB',CD='28-APR-2017;08:04'

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For purposes of the above calculation, " Net Earnings " is defined as (A) the total base fees and incentive fees, plus any other revenues reported on the advisor's income statement as pertaining to the Amended Advisory Agreement, in each case, in accordance with GAAP, including all EBITDA of the advisor and any of its affiliates and majority or minority subsidiaries from providing any Additional Services to the Company, our operating partnership or any of their affiliates or subsidiaries, less (B) the total incremental expenses, in each case for the 12-month period (ending on the last day of the fiscal quarter) preceding the termination of the Amended Advisory Agreement.

Any termination fee calculated in accordance with the above will be payable on or before the termination date of the Amended Advisory Agreement. Further, during the pendency of any transaction that would result in a change of control of the Company, the advisor may transfer cash of the Company maintained in bank, brokerage or similar accounts established by the advisor for the Company into an escrow account in the amount of the termination fee plus any "Uninvested Amounts"; provided , however , that if the transfer described in the preceding clause would cause the Company's remaining cash and cash equivalents to be equal to the lesser of 2% of the value of the Company's gross assets or 10% of the termination fee (but in no case less than $10.0 million), referred to as the "Working Capital Reserve", then the Company may reduce the amount subject to such transfer by an amount of cash equal to the difference between the Working Capital Reserve and the cash and cash equivalents that would be remaining on the Company's balance sheet prepared in accordance with GAAP outside of the escrow account. In certain circumstances, the Company is permitted to reduce the cash portion of the deposit to 50% of the total amount required to be deposited into the escrow account if the remainder is secured by a letter of credit and, to the extent the letter of credit is not sufficient, a first priority lien on certain of the Company's assets for the remaining amount so long as the assets have a value of not less than 120% of the required amount.

We have agreed with the advisor that fees and expenses payable or reimbursable by the Company to Remington and its subsidiaries under the Ashford Prime Hotel Master Management Agreement dated as of November 19, 2013, by and between Ashford Prime TRS Corporation and Remington Lodging & Hospitality, LLC and any successor or related hotel management agreement with Remington and its subsidiaries along with any associated expenses of Remington relating to the Ashford Prime Hotel Master Management Agreement shall not be included in Net Earnings or otherwise in the calculation of the termination fee, adjusted termination fee (an amount equal to the sum of 20% of the applicable termination fee) or liquidated damages amount (as described below).

We may also terminate the Amended Advisory Agreement at any time, including during the 10-year initial term, without the payment of a termination fee under the following circumstances:

ZEQ.=7,SEQ=73,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=654322,FOLIO='68',FILE='DISK130:[17ZAK3.17ZAK70203]DG70203A.;25',USER='JVANGB',CD='28-APR-2017;08:04'

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Upon any termination of the Amended Advisory Agreement, the advisor is expected to cooperate with and assist us, in executing an orderly transition of the management of our assets to a new advisor, including by (i) paying over all money collected and held for the account of the Company, provided that the advisor shall be permitted to deduct any amount required to pay the termination fee and other amounts owed to the advisor; (ii) deliver a full accounting of all accounts held by the advisor in the name of or on behalf of the Company; and (iii) deliver all documents, files, contracts and assets of the Company in the possession of the advisor to the Company subject to the rights of the advisor to retain copies under certain circumstances. We are responsible for paying all accrued fees and expenses. For two years after any termination of the Amended Advisory Agreement, we will be subject to certain non-solicitation obligations with respect to the advisor's employees, other than certain hotel-level employees, and non-interference obligations with respect to tenants, customers, and business partners of the advisor.

Liquidated Damages Event. Upon the entry of a final non-appealable order from a court of competent jurisdiction that an action or omission by the Company, individually or when considered with other actions or omissions previously taken or omitted by the Company, constitutes a repudiation by the Company of the Amended Advisory Agreement depriving the advisor of the benefit that the advisor could reasonably anticipate from full performance by the Company of its obligations under the Amended Advisory Agreement, the Company must pay the advisor an amount equal to the Uninvested Amount plus an amount in cash equal to the Liquidated Damages Amount. The " Liquidated Damages Amount " is an amount in cash calculated in accordance with the Amended Advisory Agreement. Upon

ZEQ.=8,SEQ=74,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=854202,FOLIO='69',FILE='DISK130:[17ZAK3.17ZAK70203]DG70203A.;25',USER='JVANGB',CD='28-APR-2017;08:04'

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payment by the Company of the (i) Liquidated Damages Amount less any Outstanding Judgment and, to the extent not otherwise included in the Liquidated Damages Amount, (ii) (A) the Uninvested Amount; plus (B) all costs and expenses reimbursable to the Advisor through termination due to the Liquidated Damages Event; plus (C) the key money clawback amount; plus (D) any other amounts then due and payable, the parties shall have no further obligations under the Amended Advisory Agreement and the Amended Advisory Agreement shall be terminated.

COMMAND=STYLE_ADDED,"margin-left:10.0pt;text-indent:-10.0pt;" Fees, Expenses and Other Payments.

Up-Front Payment. In connection with the execution of the Amended Advisory Agreement, the Company will pay the advisor a one-time payment of five million dollars ($5.0 million).

Base Fee. The Company shall, on a monthly basis, pay a base fee in an amount equal to 1/12th of 0.70% of the sum of (i) the Total Market Capitalization for the prior month, and (ii) the Key Money Gross Asset Value, if any, on the last day of the prior month during which the Amended Advisory Agreement was in effect; provided , however in no event shall the base fee for any month be less than the Minimum Base Fee. The "Total Market Capitalization" is calculated during any period as (i) the average of the volume-weighted average price per share of our common stock for each trading day of the applicable period multiplied by the average number of shares of our common stock outstanding during such quarter, on a fully-diluted basis (assuming all common units and long term incentive partnership units in the operating partnership which have achieved economic parity with common units in the operating partnership have been redeemed for our common stock and including any shares of our common stock issuable upon conversion of any convertible preferred stock of the Company where the conversion price is less than the average of the volume-weighted average price per share of our common stock), plus (ii) the average for the applicable period of the aggregate principal amount of our consolidated indebtedness (including our proportionate share of debt of any entity that is not consolidated but excluding our joint venture partners' proportionate share of consolidated debt), plus (iii) the average for the applicable period of the liquidation value of our outstanding preferred equity (excluding any convertible preferred stock of the Company where the conversion price is less than the average of the volume-weighted average price per share of our common stock) and (iv) multiplying the sum of (i), (ii), and (iii) above by the Key Money Asset Factor as 100% minus the quotient resulting from dividing the aggregate gross book value of all key money assets by the aggregate gross book value of all our assets (including key money assets).

The " Minimum Base Fee " each quarter 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 the 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 filed by the Company with the SEC. The " G&A Ratio " is calculated as the simple average of the ratios of total general and administrative expenses, less any non-cash expenses but including any dead deal costs, paid in the applicable fiscal quarter by each member of a select peer group, divided by the total market capitalization of such peer group member. Our peer group for purposes of our advisory fees includes: Chesapeake Lodging Trust, DiamondRock Hospitality Co., Lasalle Hotel Properties, Pebblebrook Hotel Trust and Sunstone Hotel Investors, Inc. This peer group may be adjusted from time-to-time by the advisor if it reasonably believes an addition or deletion is appropriate given the competitive environment in the Company's industry at such time, which addition or deletion shall become effective upon the twentieth (20th) day after delivery of such addition or deletion to the independent directors of the Company, unless a majority of such independent directors object, in writing, to such addition or deletion. The base fee is payable on the fifth business day of each month.

Incentive Fee. In each year that (i) our common stock is listed for trading on a national securities exchange for each day of the applicable year; and (ii) our TSR exceeds the simple average TSR of our peer group we have agreed to pay an incentive fee. For purposes of this calculation, our TSR means

ZEQ.=9,SEQ=75,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=396499,FOLIO='70',FILE='DISK130:[17ZAK3.17ZAK70203]DG70203A.;25',USER='JVANGB',CD='28-APR-2017;08:04'

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the sum, expressed as a percentage, of (A) the change in the common stock price during the applicable period, plus (B) the dividend yield paid during the applicable period (determined by dividing dividends paid during the applicable period by the applicable company's common stock price at the beginning of the applicable period and including the value of any dividends or distributions with respect to common stock not paid in cash valued in the reasonable discretion of the advisor). If our TSR exceeds the simple average TSR for our peer group, the advisor will be paid an incentive fee.

The annual incentive fee is calculated as (i) the amount by which the Company's annual TSR exceeds the simple average TSR for our peer group expressed as a percentage but capped at 25%, multiplied by (ii) 0.05, multiplied by (iii) the product of (A) the number of shares of our common stock on a fully-diluted basis (assuming all common units and long term incentive partnership units in the operating partnership which have achieved economic parity with common units in the operating partnership have been redeemed for our common stock) multiplied by (B) the market price of our common stock at December 31 of the applicable calendar year (or last day of the stub period, if applicable).

The incentive fee, if any, subject to the FCCR Condition (defined below), is due and payable in three (3) equal annual installments with the first installment payable on January 15 following the applicable year for which the incentive fee is earned and on January 15 of the next two successive years. Notwithstanding the foregoing, upon any termination of the Amended Advisory Agreement for any reason, any unpaid incentive fee (including any incentive fee installment for the stub period ending on the termination date) will become fully earned and immediately due and payable without regard to the FCCR Condition defined below, and shall be included in Net Earnings for purposes of determining any Termination Fee, if applicable, relating to such termination. Except in the case when the incentive fee is payable on the date of termination of the Amended Advisory Agreement, up to 50% of the incentive fee may be paid, at our option, in our common stock, with the balance payable in cash unless (i) at the time for payment of the incentive fee, the advisor owns common stock or common units in an amount greater than or equal to three times the base fee for the preceding four quarters, (ii) payment in such securities would cause, based upon advice from counsel to the advisor, the advisor to be subject to the provision of the Investment Company Act of 1940, (iii) our common stock is not listed on a national securities exchange (or it is reasonably foreseeable that our common stock will cease to be a listed on a national securities exchange during the next 12 months), (iv) payment in shares of our common stock could have or cause, based upon advice from counsel to the advisor, an adverse effect on our ability to maintain our status as a REIT or Remington's ability to maintain its status as an "eligible independent contractor" as defined in Section 856(d)(9) of the Code, (v) or payment in such securities would not be legally permissible for any reason, in which case the entire incentive fee will be payable in cash.

Upon the determination of the incentive fee, except in the case of any termination of the Amended Advisory Agreement in which case the incentive fee for the stub period and all unpaid installments of an incentive fee shall be deemed earned and fully due and payable, each one-third installment of the incentive fee shall not be deemed earned by the advisor or otherwise payable by us unless we, as of the December 31 immediately preceding the due date for the payment of the incentive fee installment, have a FCCR of 0.20x or greater (the " FCCR Condition "). For purposes of this calculation, "FCCR" means our fixed charge coverage ratio, which is the ratio of adjusted EBITDA for the previous four consecutive fiscal quarters to fixed charges, which includes all (i) our and our subsidiaries' interest expense, (ii) our and our subsidiaries' regularly scheduled principal payments, other than balloon or similar principal payments which repay indebtedness in full and payments under cash flow mortgages applied to principal, and (iii) preferred dividends paid by us.

Equity Compensation. To incentivize employees, officers, consultants, non-employee directors, affiliates and representatives of the advisor to achieve our goals and business objectives, as established by the board, in addition to the base fee and the incentive fee described above, the board has the

ZEQ.=10,SEQ=76,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=830660,FOLIO='71',FILE='DISK130:[17ZAK3.17ZAK70203]DG70203A.;25',USER='JVANGB',CD='28-APR-2017;08:04'

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authority to make annual equity awards to the advisor or directly to employees, officers, consultants and non-employee directors of the advisor, based on our achievement of certain financial and other hurdles established by the board. These annual equity awards are intended to provide an incentive to the advisor and its employees to promote the success of our business. The compensation committee of the board has full discretion regarding the grant of any annual equity awards to be provided to the advisor and its employees, and other than the overall limitation on the total number of shares that are authorized to be granted under the 2013 Equity Incentive Plan and the Advisor Equity Incentive Plan, there are no limitations on the amount of these annual equity awards.

If mutually agreed between us and the advisor, the advisor will make "key money investments" in our Company, our subsidiaries or affiliates to facilitate our acquisition of one or more properties, if our independent directors and the independent directors of Ashford Inc. determine that without such an investment, the acquisition of such property would be uneconomic to us. Any such assets are referred to as "key money assets." Any key money investment will be in the form of, but not limited to, cash, notes, equity of Ashford Inc., the acquisition of furniture, fixture and equipment for use at the subject hotel, or as agreed at the time a key money investment is made. Upon any such key money investment, we will engage the advisor as the asset manager for the related key money asset and will pay the key money asset management fees which are included in the base fees. We may also agree to additional incentive fees based on the performance of any key money asset. We will be obligated to pay the advisor the "key money clawback amount," which is equal to the difference between a per annum return of 5% on a key money asset and the amount actually received by the advisor (through key money asset management fees and key money incentive fees, if applicable) related to such key money asset, if the Advisory Agreement (or the applicable asset management agreement) is terminated by us for any reason or we dispose of such key money asset (calculated on an investment by investment basis).

Expense Reimbursement. The Company shall pay directly or reimburse the advisor, on the terms provided herein, all of the expenses paid or incurred by the advisor or its affiliates on behalf of the Company or in connection with the services provided to the Company pursuant to the Amended Advisory Agreement, including, but not limited to: (i) tax, legal, accounting, advisory, investment banking and other third party professional fees; board of directors' fees, retainers and expense reimbursements, taxes and assessments on income or property and taxes as an expense of doing business; (ii) any deposits or retainers required by a third party prior to providing services required by the Company or the advisor; (iii) underwriting and brokerage fees and charges; (iv) costs associated with insurance (including errors and omissions insurance purchased by the advisor); (v) interest and fees and expenses arising out of borrowings made by the Company, including, but not limited to, costs associated with establishing and maintaining any of the Company's credit facilities, other financing arrangements, or other indebtedness of the Company (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any of the Company's securities offerings; (vi) expenses connected with communications to holders of the Company's securities and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the SEC, the costs payable by the Company to any transfer agent and registrar, expenses in connection with the listing or trading of the Company's securities on any exchange, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing the Company's annual report to the Company's stockholders and proxy materials with respect to any meeting of the Company's stockholders and any other reports or related statements; (vii) travel and entertainment expenses; (viii) conference sponsorships and other costs and expenses related to conferences; (ix) transaction diligence and closing costs; (x) dead deal costs or distributions paid by the Company; (xi) costs and expenses associated with administering all equity awards or compensation plans established by the Company, including the value of awards made by the Company to the employees, officers, affiliates and

ZEQ.=11,SEQ=77,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=85624,FOLIO='72',FILE='DISK130:[17ZAK3.17ZAK70203]DG70203A.;25',USER='JVANGB',CD='28-APR-2017;08:04'

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representatives of the advisor; (xii) expenses (including the Company's pro rata portion of rent, telephone, printing, mailing, utilities, office furniture, equipment, machinery and other office and overhead expenses) relating to any office(s) or office facilities, including disaster backup recovery sites and facilities, maintained for the Company or the investments of the Company, the advisor or their Affiliates required for the operation of the Company; (xiii) any costs and expenses incurred by the advisor to enforce its rights under the provisions of the Amended Advisory Agreement related to the termination fee, the Key Money Investment Payment or the liquidated damages payment, but only to the extent that the advisor is the prevailing party in the applicable proceeding; and (xiv) any other costs incurred or paid by the advisor that the advisor believes, in its sole discretion, are reasonably necessary for the performance by the advisor of its duties and functions under the Amended Advisory Agreement and including any expenses incurred by advisor to comply with applicable laws or governmental rules or regulations that impose duties on the Company or the advisor in its capacity as advisor to the Company.

The advisor is responsible for all wages, salaries, cash bonus payments and benefits related to its employees providing services to us (including any of our officers who are also officers of the advisor), with the exception of any equity compensation that may be awarded by us to the employees of the advisor who provide services to us, the provision of certain internal audit services and the international office expenses described below. There is no specific limitation on the amount of such reimbursements.

In addition to the expenses described above, we are required to reimburse the advisor monthly for our pro rata share (as reasonably agreed to between the advisor and a majority of our independent directors or our audit committee, chairman of our audit committee or lead director) of (i) employment expenses of the advisor's internal audit managers, insurance advisory and other employees of the advisor who are actively engaged in providing internal audit services to us, (ii) the reasonable travel and other out-of-pocket expenses of the advisor relating to the activities of its internal audit employees and the reasonable third-party expenses which the advisor incurs in connection with its provision of internal audit services to us and (iii) all reasonable international office expenses, overhead, personnel costs, travel and other costs directly related to the advisor's non-executive personnel who are located internationally or that oversee the operations of international assets or related to the advisor's personnel that source, investigate or provide diligence services in connection with possible acquisitions or investments internationally. Such expenses shall include but are not limited to, salary, wage payroll taxes and the cost of employee benefit plans.

The Company also shall pay or reimburse the advisor for any and all expenses incurred by the advisor, its board of directors or any committee thereof related to: (i) the preparation, negotiation and execution of any further amendment of the Amended Advisory Agreement initiated or contemplated by the Company or any other third party including with respect to a potential transaction that could result in a change of control of the Company, for any reason, including but not limited to any third party's interest in proposing, pursuing, evaluating, negotiating or completing a potential transaction that could result in a change of control of the Company, whether or not any amendment to the Amended Advisory Agreement is ultimately completed or abandoned and without regard to the status of the preparation and negotiation of any amendment and including but not limited to any discussion and analysis of the terms and provisions of the Amended Advisory Agreement or the process whereby services are performed thereunder that occurs in connection with the foregoing; and (ii) the costs and expenses related to discussion and analysis of, responding to or defending against any proceeding related to the Amended Advisory Agreement or any amendment thereto, including actual or contemplated proceedings brought by or against third parties by the advisor, the Company but excluding any proceeding brought by a stockholder of the advisor against the advisor.

The Company shall pay the costs and expenses that are reimbursable to the advisor on a monthly basis in advance on the first business day of each month in an amount equal to the amount estimated to be payable on account of the costs and expenses that are reimbursable to the advisor for each month

ZEQ.=12,SEQ=78,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=779101,FOLIO='73',FILE='DISK130:[17ZAK3.17ZAK70203]DG70203A.;25',USER='JVANGB',CD='28-APR-2017;08:04'

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included in each annual expense budget prepared by the advisor and approved by the board. No later than forty-five (45) days following the end of each fiscal quarter during the term of the Amended Advisory Agreement, the advisor shall calculate the costs and expenses that were actually reimbursable to the advisor for each month in the fiscal quarter just ended. If the actual aggregate reimbursable costs and expenses exceed the budgeted amount actually paid by the Company to the advisor in a given fiscal quarter, then the Company shall pay the advisor the full amount of such difference no later than 55 days following the end of the applicable fiscal quarter. If the actual aggregate reimbursable cost paid by the Company is greater than the budgeted amount actually paid by the Company to the advisor in a given fiscal quarter, then the advisor shall repay the difference to the Company no later than 55 days following the end of the applicable fiscal quarter.

Allowances and Rebates. The Company acknowledges that the advisor (and its affiliates) may receive allowances, rebates or other payments in exchange for the purchase or lease of goods, services, systems or programs involving any services or products provided or sold to the Company, its affiliates and any hotels owned by the Company. In each case, the advisor shall provide the Company's independent directors with information regarding the nature and amount of the allowance, rebate or other payment and the advisor shall be permitted to receive the allowance, rebate or other payment subject to the approval of the Company's independent directors, which approval shall not be unreasonably withheld.

Limitations on Liability and Indemnification. The Amended Advisory Agreement provides that the advisor has no responsibility other than to render the services and take the actions described in the Amended Advisory Agreement in good faith and with the exercise of due care and will not be responsible for any action the board takes in following or declining to follow any of the advisor's advice or recommendations. The Amended Advisory Agreement provides that the advisor (including its officers, directors, managers, employees and members) will not be liable for any act or omission by it (or them) performed in accordance with and pursuant to the Amended Advisory Agreement, except by reason of acts constituting gross negligence, bad faith, willful misconduct or reckless disregard of duties under the Amended Advisory Agreement.

We have agreed to indemnify and hold harmless the advisor (including its partners, directors, officers, stockholders, managers, members, agents, employees and each other person or entity, if any, controlling the advisor) to the fullest and broadest extent permitted under the Company's charter and bylaws and the corporate law of the jurisdiction in which the Company is incorporated including all mandatory provisions that may not be waived from and against any and all losses, claims, damages, liabilities, costs and expenses of any nature whatsoever including, without limitation, attorney's fees, court costs, and similar fees and expenses with respect to or arising out of the Amended Advisory Agreement or the performance by the advisor of its responsibilities and obligations (including any pending or threatened litigation except for any proceeding filed by a stockholder of the advisor against the advisor), from any acts or omission of the advisor (including ordinary negligence and any action taken by the advisor following a directive by the board in its capacity as such and expenses incurred by the advisor which are reimbursable by the Company), except with respect to expenses with respect to or arising out of the advisor's gross negligence, bad faith or willful misconduct, or reckless disregard of its duties under the Amended Advisory Agreement.

We have also agreed to indemnify the advisor (including its partners, directors, officers, stockholders, managers, members, agents, employees and each other person or entity, if any, controlling the advisor) from and against any and all losses, claims, damages, liabilities, costs and expenses of any nature whatsoever including, without limitation, attorney's fees, court costs, and similar fees and expenses to which any of them may become subject under Federal securities laws or otherwise, arising out of or based upon misstatements and omissions in connection with our SEC filings and offerings of securities.

ZEQ.=13,SEQ=79,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=365123,FOLIO='74',FILE='DISK130:[17ZAK3.17ZAK70203]DG70203A.;25',USER='JVANGB',CD='28-APR-2017;08:04'

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Disclosure Obligations. The Amended Advisory Agreement provides that the advisor will disclose publicly the incremental expenses used to calculate "Net Earnings" on a quarterly basis which is used to calculate the termination fee. The advisor will retain an accounting firm to provide a quarterly report to the Company's audit committee on the reasonableness of the advisor's determination of incremental expenses, which will be binding on the parties.

Control over Bank Accounts. The advisor have the exclusive right and authority to establish and maintain, subject to any applicable conditions or limitations of loan documents applicable to the Company, one or more bank, brokerage or similar accounts in the advisor's own name for the account of the Company or in the name of the Company and collect and deposit into any account or accounts, and disburse from any such account or accounts, any and all money, securities and other cash equivalents on behalf of the Company, provided that no funds shall be comingled with the funds of the advisor. The advisor shall from time to time render appropriate accountings of such collections and payments to the board and the independent auditors of the Company.

In addition to any rights and remedies provided to the advisor by the Amended Advisory Agreement or under applicable law, the advisor shall have the right in its sole discretion, without prior notice to the Company, to set off, take and apply any monies of the Company on deposit in any bank, brokerage or similar account established and maintained for the Company by the advisor or any money on deposit in any escrow account funded with a termination fee to the payment of all amounts becoming due and payable by the Company; provided, that exercise of any set-off right shall not impact the Company's obligation to pay any obligations that remain due and payable following set-off by the advisor.

Contractual Relationship. The relationship between the Company and the advisor under the Amended Advisory Agreement is contractual in nature. The Company and the advisor are not partners or joint venturers with each other, and nothing in the Amended Advisory Agreement shall be construed to make the Company and the advisor partners or joint venturers. Nothing prevents the advisor from engaging in other activities, including, without limitation, the rendering of advice to other REITs and to the management of Ashford Trust or other programs advised, sponsored or organized by the advisor, Ashford Trust or their respective affiliates.

Investment Guidelines. The Company is not permitted to revise its Investment Guidelines to be directly competitive with all or any portion of Ashford Trust's Investment Guidelines in effect as of November 19, 2013 or with all or any portion of the initial Investment Guidelines of any spun-off company. The Company acknowledges that any subsequent change to Ashford Trust's Investment Guidelines, including in connection with any future spin-off, carve-out, split-off or other consummation of a transfer of a division or subset of assets for the purpose of forming a joint venture, a newly created private platform or a new publicly-traded company will not have any impact on or change Ashford Trust's Investment Guidelines as of November 19, 2013 and as of the date of the Amended Advisory Agreement for purposes of enforcing its rights under the Amended Advisory Agreement.

Additional Services. If, and to the extent that, we request the advisor to render services on our behalf other than those required to be rendered by it under the Amended Advisory Agreement, such additional services shall be compensated separately at market rates, as defined in the Amended Advisory Agreement. The advisor will have the exclusive right to provide additional services at market rate.

Assignment. The advisor may assign its rights under the Amended Advisory Agreement without our approval to any affiliate under the control of Ashford Inc. We are not permitted to assign the Amended Advisory Agreement except in the case of assignment by the Company to another REIT or other organization that is a successor, by merger, consolidation, purchase of assets, or other similar transaction, to the Company; provided , that , any such consent of the advisor shall not impact the

ZEQ.=14,SEQ=80,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=989979,FOLIO='75',FILE='DISK130:[17ZAK3.17ZAK70203]DG70203A.;25',USER='JVANGB',CD='28-APR-2017;08:04'

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Company's obligation to pay the termination fee and any other amounts that become due and payable to the advisor under the Amended Advisory Agreement.

The Ashford Trademark. The advisor and its affiliates have a proprietary interest in the "Ashford" trademark, and the advisor agreed to license its use to us. If at any time we cease to retain the advisor or one of its affiliates to perform advisory services for us, within 60 days following receipt of written request from the advisor, we must cease to conduct business under or use the "Ashford" name or logo, as well as change our name and the names of any of our subsidiaries to a name that does not contain the name "Ashford."

The foregoing is intended only as a summary of certain terms of the Amended Advisory Agreement. It is not a complete description of the Amended Advisory Agreement. It is subject to and qualified in its entirety by reference to the Amended Advisory Agreement, a copy of which is attached to this proxy statement as Exhibit B .

ZEQ.=15,SEQ=81,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=382369,FOLIO='76',FILE='DISK130:[17ZAK3.17ZAK70203]DG70203A.;25',USER='JVANGB',CD='28-APR-2017;08:04' THIS IS THE END OF A COMPOSITION COMPONENT

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PROPOSAL NUMBER FIVERATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS OUR INDEPENDENT AUDITORS

We are asking out stockholders to ratify our audit committee's appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017. BDO USA, LLP has audited our financial statements as of and for the years ended December 31, 2015 and 2016. Ernst & Young LLP served as our independent registered public accounting firm during 2015 until their resignation effective upon the filing of our third quarter Form 10-Q. Stockholder ratification of the selection of BDO USA, LLP as our independent registered public accounting firm is not required by our bylaws or otherwise. However, our board of directors is submitting the selection of BDO USA, LLP to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the audit committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the audit committee in its discretion may direct the appointment of a different independent accounting firm at any time during the year if it determines that such a change would be in the best interests of us and our stockholders.

The reports of Ernst & Young LLP on our financial statements as of and for the fiscal year ended December 31, 2014 and the subsequent interim period through September 25, 2015, the date on which Ernst & Young LLP notified our audit committee of their resignation as our independent auditor, did not contain an adverse opinion or disclaimer of opinion and were not modified as to uncertainty or audit scope. During our fiscal years ended December 31, 2014 and the subsequent interim period through September 25, 2015, there were (i) no disagreements with Ernst & Young LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Ernst & Young LLP would have caused it to make reference to the subject matter of the disagreements in connection with its report, and (ii) no "reportable events" as that term is defined in Item 304(a)(1)(v) of Regulation S-K. Ernst & Young LLP furnished us with a letter to addressed to the SEC stating its agreement with the above statements.

During the fiscal years ended December 31, 2014 and the subsequent interim period through September 29, 2015, the date on which the company appointed BDO USA, LLP, neither the company nor anyone acting on its behalf consulted with BDO USA, LLP regarding either (1) the application of accounting principles to any specific completed or proposed transaction, or the type of audit opinion that might be rendered on our financial statements, nor did BDO USA, LLP provide written or oral advice to us that it concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (2) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the instructions thereto) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Our audit committee is responsible for appointing, setting compensation of, retaining and overseeing the work of our independent registered public accounting firm. Our audit committee pre-approves all audit and non-audit services provided to us by our independent registered public accounting firm. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is subject to a specific budget. The audit committee has delegated pre-approval authority to its chairperson when expedition of services is necessary. The independent registered public accounting firm and management are required to periodically report to the full audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. The audit committee approved all fees paid to BDO USA, LLP since their appointment with no reliance placed on the de minimis exception established by the SEC for approving such services.

Services provided by Ernst & Young LLP during 2014 and 2015 until their resignation and by BDO USA, LLP since their appointment included the audits of our annual financial statements and the

ZEQ.=1,SEQ=82,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=221269,FOLIO='77',FILE='DISK130:[17ZAK3.17ZAK70203]DI70203A.;8',USER='CHE107324',CD='27-APR-2017;22:52'

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financial statements of our subsidiaries. Services also included the review of unaudited quarterly financial information in accordance with PCAOB standards; review and consultation regarding filings with the SEC and the Internal Revenue Service; and consultation on financial and tax accounting and reporting matters. During the years ended December 31, 2016 and 2015, aggregate fees incurred related to our principal accountants, BDO USA, LLP and Ernst & Young LLP, as applicable, consisted of the following:

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	BDO USA, LLP		Ernst & Young LLP		BDO USA, LLP		TOTAL
	Year Ended December 31, 2016		January 1 - September 29, 2015		September 29 - December 31, 2015		Year Ended December 31, 2015
Audit Fees	$	607,800	$	458,955	$	337,100	$	796,055
Audit-Related Fees						72,600		72,600
Tax Fees		16,099		104,822		11,000		115,822
All Other Fees						76,257		76,257

Total	$	623,899	$	563,777	$	496,957	$	1,060,734

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" Audit Fees " include fees and related expenses for professional services rendered in connection with audits of our annual financial statements and the financial statements of certain of our subsidiaries, reviews of our unaudited quarterly financial information and reviews and consultation regarding financial accounting and reporting matters and our filings with the SEC.

" Audit-Related Fees " include fees and related expenses for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements that are not Audit Fees.

" Tax Fees " include fees and related expenses billed for tax compliance services and federal and state tax advice and planning.

" All Other Fees " include fees and related expenses for products and services that are not Audit Fees, Audit-Related Fees or Tax Fees.

Representatives of BDO USA, LLP will be present at the annual meeting of stockholders, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions. Representatives of Ernst & Young LLP will not be present at the annual meeting of stockholders.

The board of directors recommends a vote FOR approval of Proposal Number Five, the ratification of the appointment of BDO USA, LLP as our independent auditors for the fiscal year ending December 31, 2017.

ZEQ.=2,SEQ=83,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=137291,FOLIO='78',FILE='DISK130:[17ZAK3.17ZAK70203]DI70203A.;8',USER='CHE107324',CD='27-APR-2017;22:52' THIS IS THE END OF A COMPOSITION COMPONENT

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STOCKHOLDER PROPOSALS AND OTHER INFORMATION FOR 2017 ANNUAL MEETING

Stockholder proposals intended to be presented at our 2018 annual meeting of stockholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, must be received by us no later than December 29, 2017. Such proposals also must comply with SEC regulations Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to the attention of Investor Relations at 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254.

Any proposal that a stockholder intends to present at the 2018 annual meeting of stockholders other than by inclusion in our proxy statement pursuant to Rule 14a-8 must be received by us no earlier than December 29, 2017 and no later than January 28, 2018. Stockholders are advised to review our bylaws, which contain additional requirements with respect to advance notice of stockholder proposals and director nominations, copies of which are available without charge upon request to David A. Brooks, Corporate Secretary, Ashford Hospitality Prime, Inc., 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254.

ZEQ.=1,SEQ=84,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=31962,FOLIO='79',FILE='DISK130:[17ZAK3.17ZAK70203]DK70203A.;8',USER='CHE107324',CD='27-APR-2017;23:39'

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ANNUAL REPORT

Stockholders may request a free copy of our 2016 Annual Report, which includes our 2016 Form 10-K, by writing to David A. Brooks, Corporate Secretary, Ashford Hospitality Prime, Inc., 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254. Alternatively, stockholders may access our 2016 Annual Report on our website at www.ahpreit.com . We will also furnish any exhibit to our 2016 Form 10-K if specifically requested.

OTHER MATTERS

We know of no other matters to be submitted to the stockholders at the annual meeting of stockholders. If any other matters properly come before the stockholders at the annual meeting of stockholders, it is the intention of the persons named on the proxy to vote the shares represented thereby on such matters in accordance with their best judgment.

ZEQ.=2,SEQ=85,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=477171,FOLIO='80',FILE='DISK130:[17ZAK3.17ZAK70203]DK70203A.;8',USER='CHE107324',CD='27-APR-2017;23:39'

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ADDITIONAL INFORMATION

We file annual, quarterly and special reports, proxy statements and other information with the SEC at 100 F Street N.E., Washington, DC 20549-1090. You may read and copy any reports, statements or other information we file at the SEC's public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at (800) SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public from commercial document retrieval services and on the website maintained by the SEC at www.sec.gov . We make available on our website at www.ahpreit.com , free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, press releases, charters for the committees of our board of directors, our Board of Directors Guidelines, our Code of Business Conduct and Ethics, our Financial Officer Code of Conduct and other company information, including amendments to such documents as soon as reasonably practicable after such materials are electronically filed or furnished to the SEC or otherwise publicly released. Such information will also be furnished upon written request to Ashford Hospitality Prime, Inc., Attention: Investor Relations, 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254 or by calling (972) 490-9600.

The SEC allows us to "incorporate by reference" information into this proxy statement. That means we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this proxy statement, except to the extent that the information is superseded by information in this proxy statement.

This proxy statement incorporates by reference the information contained in our Annual Report on Form 10-K for the year ended December 31, 2016. We also incorporate by reference the information contained in all other documents we file with the SEC after the date of this proxy statement and prior to the annual meeting of stockholders. The information contained in any of these documents will be considered part of this proxy statement from the date these documents are filed.

Any statement contained in this proxy statement or in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this proxy statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this proxy statement.

You should rely only on the information contained in (or incorporated by reference into) this proxy statement to vote on each of the proposals submitted for stockholder vote. We have not authorized anyone to provide you with information that is different from what is contained in (or incorporated by reference into) this proxy statement. This proxy statement is dated April 28, 2017. You should not assume that the information contained in this proxy statement is accurate as of any later date.

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By order of the board of directors,
/s/ DAVID A. BROOKS David A. Brooks Secretary

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April 28, 2017

ZEQ.=3,SEQ=86,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=65020,FOLIO='81',FILE='DISK130:[17ZAK3.17ZAK70203]DK70203A.;8',USER='CHE107324',CD='27-APR-2017;23:39' THIS IS THE END OF A COMPOSITION COMPONENT

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EXHIBIT A

PROPOSED CHARTER AMENDMENT AMENDMENT NUMBER ONE TO ARTICLES OF AMENDMENT AND RESTATEMENT

ASHFORD HOSPITALITY PRIME, INC. (the Corporation ), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Maryland, DOES HEREBY CERTIFY to the State Department of Assessments and Taxation of Maryland that:

FIRST: Article VII, Section 2 of the Articles of Amendment and Restatement of the Corporation is amended to read in its entirety as follows (the Amendment ):

SECOND: The foregoing Amendment has been advised by the Board of Directors and approved by the stockholders of the Corporation.

[Remainder of Page Intentionally Left Blank]

A-1

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IN WITNESS WHEREOF, on this day of , 2017, the Corporation has caused this Amendment to the Articles of Amendment and Restatement of the Corporation to be executed and acknowledged in its name and on its behalf by its Chief Financial Officer and attested to by its Secretary; and the Chief Financial Officer acknowledges that these Articles of Amendment of Articles of Incorporation are the act of the Corporation, and the Chief Financial Officer further acknowledges that, as to all matters or facts set forth herein that are required to be verified under oath, such matters and facts are true in all material respects to the best of his knowledge, information and belief, and that this statement is made under the penalties for perjury.

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	By:
ATTEST:
By:	David A. Brooks, Secretary

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A-2

ZEQ.=2,SEQ=88,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=107559,FOLIO='A-2',FILE='DISK130:[17ZAK3.17ZAK70203]MA70203A.;7',USER='CHE107324',CD='27-APR-2017;22:53' THIS IS THE END OF A COMPOSITION COMPONENT

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EXHIBIT B

FOURTH AMENDED AND RESTATED ADVISORY AGREEMENT ASHFORD HOSPITALITY PRIME, INC.

THIS FOURTH AMENDED AND RESTATED ADVISORY AGREEMENT (this " Amended Agreement "), is dated as of January 24, 2017, by and between ASHFORD HOSPITALITY PRIME, INC., a Maryland corporation (the " Company "), ASHFORD HOSPITALITY PRIME LIMITED PARTNERSHIP, a Delaware limited partnership (the " Operating Partnership "), ASHFORD PRIME TRS CORPORATION, a Delaware corporation, ASHFORD INC., a Maryland corporation (" Ashford Inc. "), and ASHFORD HOSPITALITY ADVISORS LLC, a Delaware limited liability company which is the operating company of Ashford Inc. (" Advisors LLC " and, together with Ashford Inc., the " Advisor ").The parties to this Amended Agreement are sometimes referred to herein individually as a " Party " or collectively as the " Parties ." Unless the context otherwise requires, the term "Company" and the term " Advisor " shall collectively include such Party and its respective Subsidiaries (including, with respect to the Company, the Operating Partnership and in the case of the Advisor, all Majority or Minority Subsidiaries). All capitalized terms used in this Amended Agreement shall have the meaning ascribed to those terms in Section 24 or as otherwise defined elsewhere in this Amended Agreement unless the context clearly provides otherwise.

WHEREAS, the Company invests primarily in high revenue per available room luxury hotels;

WHEREAS, the Parties entered into an Advisory Agreement dated and effective on November 19, 2013, which was amended and restated on May 13, 2014, again amended and restated on November 3, 2014 and again amended and restated on June 10, 2015 (the " Existing Advisory Agreement "), pursuant to which the Advisor agreed to perform certain advisory services identified in the Existing Advisory Agreement, on behalf of, and subject to the supervision of, the Board of Directors;

WHEREAS, the Company and the Advisor have discussed the desirability of certain amendments to the Existing Advisory Agreement, and, in doing so, subject to the Company Stockholder Approval, to amend and restate the Existing Advisory Agreement to include these amendments;

WHEREAS, the Company desires to continue to avail itself of the experience, brand relationships, lender and capital provider sources and relationships, service provider and vendor relationships, asset management expertise, sources of information, advice, assistance and certain facilities of the Advisor and to have the Advisor continue to provide the services hereinafter set forth, on behalf of, and subject to the supervision of, the Board of Directors, all as provided herein; and

WHEREAS, the Advisor is willing to continue to provide such services to the Company on the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Amended Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

APPOINTMENT OF ADVISOR.

B-1

ZEQ.=1,SEQ=89,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=107612,FOLIO='B-1',FILE='DISK130:[17ZAK3.17ZAK70203]MC70203A.;6',USER='CHE107324',CD='27-APR-2017;22:53'

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DUTIES OF ADVISOR.

B-2

ZEQ.=2,SEQ=90,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=877134,FOLIO='B-2',FILE='DISK130:[17ZAK3.17ZAK70203]MC70203A.;6',USER='CHE107324',CD='27-APR-2017;22:53'

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B-3

ZEQ.=3,SEQ=91,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=480317,FOLIO='B-3',FILE='DISK130:[17ZAK3.17ZAK70203]MC70203A.;6',USER='CHE107324',CD='27-APR-2017;22:53'

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B-4

ZEQ.=4,SEQ=92,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=403794,FOLIO='B-4',FILE='DISK130:[17ZAK3.17ZAK70203]MC70203A.;6',USER='CHE107324',CD='27-APR-2017;22:53'

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B-5

ZEQ.=5,SEQ=93,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=221936,FOLIO='B-5',FILE='DISK130:[17ZAK3.17ZAK70203]MC70203A.;6',USER='CHE107324',CD='27-APR-2017;22:53'

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AUTHORITY OF ADVISOR.

B-6

ZEQ.=6,SEQ=94,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=703773,FOLIO='B-6',FILE='DISK130:[17ZAK3.17ZAK70203]MC70203A.;6',USER='CHE107324',CD='27-APR-2017;22:53'

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BANK ACCOUNTS.
PAYMENT OF EXPENSES.

B-7

ZEQ.=7,SEQ=95,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=652187,FOLIO='B-7',FILE='DISK130:[17ZAK3.17ZAK70203]MC70203A.;6',USER='CHE107324',CD='27-APR-2017;22:53'

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B-8

ZEQ.=8,SEQ=96,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=873186,FOLIO='B-8',FILE='DISK130:[17ZAK3.17ZAK70203]MC70203A.;6',USER='CHE107324',CD='27-APR-2017;22:53'

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B-9

ZEQ.=9,SEQ=97,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=1027442,FOLIO='B-9',FILE='DISK130:[17ZAK3.17ZAK70203]MC70203A.;6',USER='CHE107324',CD='27-APR-2017;22:53'

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COMPENSATION. For services rendered by the Advisor, the Company shall pay the Advisor the compensation set forth in this Section 6 .

B-10

ZEQ.=10,SEQ=98,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=27599,FOLIO='B-10',FILE='DISK130:[17ZAK3.17ZAK70203]MC70203A.;6',USER='CHE107324',CD='27-APR-2017;22:53'

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B-11

ZEQ.=11,SEQ=99,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=511071,FOLIO='B-11',FILE='DISK130:[17ZAK3.17ZAK70203]MC70203A.;6',USER='CHE107324',CD='27-APR-2017;22:53'

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B-12

ZEQ.=12,SEQ=100,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=336188,FOLIO='B-12',FILE='DISK130:[17ZAK3.17ZAK70203]MC70203A.;6',USER='CHE107324',CD='27-APR-2017;22:53'

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B-13

ZEQ.=13,SEQ=101,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=196898,FOLIO='B-13',FILE='DISK130:[17ZAK3.17ZAK70203]MC70203A.;6',USER='CHE107324',CD='27-APR-2017;22:53' THIS IS THE END OF A COMPOSITION COMPONENT

LIMITATION ON ACTIVITIES. Except for actions taken at the direction of the Board or in good faith, subject to the Company complying with Section 9.1(c) and notwithstanding anything in this Amended Agreement to the contrary, the Advisor shall not take any action which would (a) adversely affect the then effective tax status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act, (c) knowingly and intentionally cause the Company to violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company, (d) cause the Company to violate any of the rules or regulations of any exchange on which the Company's securities are listed, the result of which is likely to cause the Company to be delisted or (e) cause the Company to violate the Company's charter, the Company's bylaws or any resolutions of the Board of Directors, all as in effect from time to time. The Advisor acknowledges that the Company maintains codes and policies intended to help maintain compliance with applicable laws and regulations and agrees to require its employees who provide services to the Company to comply with all applicable codes and policies.
LIMITATION OF LIABILITY AND INDEMNIFICATION.

B-14

ZEQ.=1,SEQ=102,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=201308,FOLIO='B-14',FILE='DISK130:[17ZAK3.17ZAK70203]ME70203A.;8',USER='CHE107324',CD='27-APR-2017;22:53'

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B-15

ZEQ.=2,SEQ=103,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=603470,FOLIO='B-15',FILE='DISK130:[17ZAK3.17ZAK70203]ME70203A.;8',USER='CHE107324',CD='27-APR-2017;22:53'

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RELATIONSHIP OF ADVISOR AND COMPANY; CAPITALIZATION.

B-16

ZEQ.=3,SEQ=104,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=638317,FOLIO='B-16',FILE='DISK130:[17ZAK3.17ZAK70203]ME70203A.;8',USER='CHE107324',CD='27-APR-2017;22:53'

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B-17

ZEQ.=4,SEQ=105,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=646938,FOLIO='B-17',FILE='DISK130:[17ZAK3.17ZAK70203]ME70203A.;8',USER='CHE107324',CD='27-APR-2017;22:53'

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In determining whether an asset satisfies the Company's Investment Guidelines, the Advisor shall make a good faith determination of projected RevPAR, taking into account historical RevPAR as well as such additional considerations as conversions or reposition of assets, capital plans, brand changes and other factors that may reasonably be forecasted to raise RevPAR after stabilization of such initiative.

B-18

ZEQ.=5,SEQ=106,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=982707,FOLIO='B-18',FILE='DISK130:[17ZAK3.17ZAK70203]ME70203A.;8',USER='CHE107324',CD='27-APR-2017;22:53'

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B-19

ZEQ.=6,SEQ=107,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=761247,FOLIO='B-19',FILE='DISK130:[17ZAK3.17ZAK70203]ME70203A.;8',USER='CHE107324',CD='27-APR-2017;22:53'

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BOOKS AND RECORDS. All books and records compiled by the Advisor with respect to the Company's business and assets in the course of discharging its responsibilities under this Amended Agreement shall be the property of the Company and shall be delivered by the Advisor to the Company immediately upon any termination of this Amended Agreement regardless of the grounds for such termination (including, but not limited to, a breach by the Company of this Amended Agreement); provided, however, that the Advisor shall have reasonable access to such books and records to the extent reasonably necessary in connection with the conduct of its services hereunder and may, in any event, retain a copy of the books and records. During the term of this Amended Agreement, the books and records of the Company maintained by the Advisor shall be accessible for inspection by any designated representative of the Company upon reasonable advance notice and during normal business hours.
CONFIDENTIALITY.

B-20

ZEQ.=7,SEQ=108,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=1028735,FOLIO='B-20',FILE='DISK130:[17ZAK3.17ZAK70203]ME70203A.;8',USER='CHE107324',CD='27-APR-2017;22:53'

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TERM AND TERMINATION.

B-21

ZEQ.=8,SEQ=109,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=252586,FOLIO='B-21',FILE='DISK130:[17ZAK3.17ZAK70203]ME70203A.;8',USER='CHE107324',CD='27-APR-2017;22:53'

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B-22

ZEQ.=9,SEQ=110,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=971738,FOLIO='B-22',FILE='DISK130:[17ZAK3.17ZAK70203]ME70203A.;8',USER='CHE107324',CD='27-APR-2017;22:53'

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B-23

ZEQ.=10,SEQ=111,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=723331,FOLIO='B-23',FILE='DISK130:[17ZAK3.17ZAK70203]ME70203A.;8',USER='CHE107324',CD='27-APR-2017;22:53'

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B-24

ZEQ.=11,SEQ=112,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=575285,FOLIO='B-24',FILE='DISK130:[17ZAK3.17ZAK70203]ME70203A.;8',USER='CHE107324',CD='27-APR-2017;22:53'

THIS IS THE END OF A COMPOSITION COMPONENT

NOTICES. All notices, consents, approvals, waivers or other communications (each, a " Notice ") required or permitted hereunder, except as herein otherwise may be specifically provided, shall be in writing and shall be satisfied when: (a) delivered personally or by commercial messenger;

B-25

ZEQ.=1,SEQ=113,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=389972,FOLIO='B-25',FILE='DISK130:[17ZAK3.17ZAK70203]MG70203A.;8',USER='CHE107324',CD='27-APR-2017;22:54'

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(b) sent via a recognized overnight courier service; (c) sent by registered or certified mail, postage pre-paid and return receipt requested; or (d) sent by facsimile, .pdf or other similar electronic transmission, provided confirmation of receipt is received by sender and the original Notice is sent or delivered contemporaneously by an additional method provided in this Section 13 , in each case so long as such Notice is addressed to the intended recipient thereof as set forth below:

If to the Company, to:

With a copy to:

If to the Advisor, to:

With a copy to:

Either Party hereto may designate a different address by written notice to the other party delivered in accordance with this Section 13 .

DELEGATION OF RESPONSIBILITY AND ASSIGNMENT.

B-26

ZEQ.=2,SEQ=114,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=933204,FOLIO='B-26',FILE='DISK130:[17ZAK3.17ZAK70203]MG70203A.;8',USER='CHE107324',CD='27-APR-2017;22:54'

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FUTURE SPIN-OFF BY THE COMPANY. If the Company elects to spin-off, carve-out, split-off or otherwise consummate a transfer of a division or subset of assets for the purpose of forming a joint venture, a newly created private platform or a new publicly-traded company to hold such division or subset of assets constituting a distinct asset type or Investment Guidelines (collectively, a " Spin-Off Company" ), the Company and Advisor agree that such Spin-Off Company shall be externally advised by the Advisor pursuant to an advisory agreement containing substantially the same terms set forth in this Amended Agreement.
KEY MONEY INVESTMENTS.

B-27

ZEQ.=3,SEQ=115,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=433489,FOLIO='B-27',FILE='DISK130:[17ZAK3.17ZAK70203]MG70203A.;8',USER='CHE107324',CD='27-APR-2017;22:54'

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EQUITY OWNERSHIP.

B-28

ZEQ.=4,SEQ=116,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=488825,FOLIO='B-28',FILE='DISK130:[17ZAK3.17ZAK70203]MG70203A.;8',USER='CHE107324',CD='27-APR-2017;22:54'

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B-29

ZEQ.=5,SEQ=117,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=729288,FOLIO='B-29',FILE='DISK130:[17ZAK3.17ZAK70203]MG70203A.;8',USER='CHE107324',CD='27-APR-2017;22:54'

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COMPANY COVENANTS.

B-30

ZEQ.=6,SEQ=118,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=422577,FOLIO='B-30',FILE='DISK130:[17ZAK3.17ZAK70203]MG70203A.;8',USER='CHE107324',CD='27-APR-2017;22:54'

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LIQUIDATED AND OTHER DAMAGES.

B-31

ZEQ.=7,SEQ=119,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=842422,FOLIO='B-31',FILE='DISK130:[17ZAK3.17ZAK70203]MG70203A.;8',USER='CHE107324',CD='27-APR-2017;22:54'

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REPRESENTATIONS AND WARRANTIES.

B-32

ZEQ.=8,SEQ=120,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=1004512,FOLIO='B-32',FILE='DISK130:[17ZAK3.17ZAK70203]MG70203A.;8',USER='CHE107324',CD='27-APR-2017;22:54'

THIS IS THE END OF A COMPOSITION COMPONENT

TREATMENT UNDER TEXAS MARGIN TAX. For purposes of the Texas margin tax, the Advisor's performance of the services specified in this Amended Agreement will cause the Advisor to conduct part of the active trade or business of the Company, and the compensation specified in this Amended Agreement includes both the payment of management fees and the reimbursement of specified costs incurred in the Advisor's conduct of the active trade or business of the Company. Therefore, the Advisor and the Company intend Advisor to be, and shall treat Advisor as, a "management company" within the meaning of Section 171.0001 (11) of the Texas Tax Code. The Company and the Advisor will apply Sections 171.1011(m-1) and 171.1013(f)-(g) of the Texas Tax Code to the Company's reimbursements paid to the Advisor pursuant to this Amended Agreement of specified costs and wages and compensation. The Advisor and the Company further recognize and intend that as a result of Advisor's contractual duties under this Amended Agreement, certain reimbursements under this Amended Agreement are "flow-through funds" mandated by contract to be distributed within the meaning of Section 171.1011(g) of the Texas Tax Code. The terms of this Amended Agreement shall be interpreted in a manner consistent with the characterization of the Advisor as a "management company" as deemed in Section 171.0001(11), and with the characterization of the reimbursements as "flow-through funds" within the meaning of Section 171.1011(f)-(g) of the Texas Tax Code.
INTERPRETATION. The Parties hereto have participated jointly in the negotiation and drafting of this Amended Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Amended Agreement shall be construed as if drafted jointly by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Amended Agreement.
GOVERNING LAW. This Amended Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflict of laws principals thereof.
CERTAIN DEFINITIONS.

" Accounting Firm " means one of the member firms or Affiliates of either Deloitte Touche Tohmatsu Limited, KPMG LLP, PricewaterhouseCoopers LLP, Ernst & Young Global Limited, BDO USA, LLP, Grant Thornton LLP, BKD, LLP or another independent certified public accounting firm of national reputation mutually agreed to by the Parties.

" Adjusted Termination Fee " means, at the applicable time, an amount equal to the sum of 20% of the Termination Fee.

" Affiliate " means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the Person in question and any officer, director, trustee, key decision-making employee, stockholder or partner of any Person referred to in the preceding clause, except that, for purposes of this Amended Agreement, the Company shall not be considered an Affiliate of the Advisor.

" Ashford Inc. Adjusted EBITDA " means the GAAP net income of Ashford Inc. as reported in the Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K of Ashford Inc. filed with the SEC following the end of each fiscal quarter or fiscal year, as applicable, or if the Company does not make filings with the SEC, as otherwise reasonably determined by the Advisor and reported to the Audit Committee, including all Incentive Fees and all other income and earnings of Advisor and any of its Affiliates and Subsidiaries, plus income taxes, depreciation, amortization and all one-time expenses

B-33

ZEQ.=1,SEQ=121,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=684062,FOLIO='B-33',FILE='DISK130:[17ZAK3.17ZAK70203]MI70203A.;9',USER='CHE107324',CD='27-APR-2017;22:54'

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and other adjustments that are made by the Advisor to adjust for the impact of non-recurring items in calculating "Adjusted EBITDA" as reported in the earnings releases of Ashford Inc. filed with the SEC following the end of each fiscal quarter or fiscal year, as applicable.

" Average VWAP " means the average of the VWAP of the security in question for each trading day of the applicable period.

" Bankruptcy Event " means, with respect to any Person, (A) the filing by the Person of a voluntary petition seeking liquidation, reorganization, arrangement, or readjustment, in any form, of its debts under Title 11 of the United States Code or any other U.S. federal or state or foreign insolvency law, or the Person's filing an answer consenting to or acquiescing in any petition, (B) the making by the Person of any assignment for the benefit of its creditors, (C) the expiration of 60 days after the filing of an involuntary petition under Title 11 of the United State Code, an application for the appointment of a receiver for a material portion of the assets of the Person, or an involuntary petition seeking liquidation, reorganization, arrangement or readjustment of its debts under any other U.S. federal or state or foreign insolvency law, provided that the petition shall not have been vacated, set aside or stayed within such 60-eay period, or (D) the entry against the Person of a final and non-appealable order for relief under any bankruptcy, insolvency or similar law now or hereinafter in effect.

" Baseline Asset Value " means $1.496 billion.

" Board of Directors " means the board of directors of the Company including, unless the context requires otherwise and to the extent authorized, any committee thereof.

" Change of Control Agreement " means a letter of intent or a definitive agreement contemplating transactions which, if consummated, would constitute a Company Change of Control.

" Change of Control Tender " means a tender offer by any "person" or "group" (within the meaning of Section 13(d) of the Exchange Act) pursuant to which such person or group would, if such tender offer were completed, become the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act) directly or indirectly, of securities of the Company representing 35% or more of the shares of voting stock of the Company then outstanding.

" Company Change of Control " shall mean any of the following events:

B-34

ZEQ.=2,SEQ=122,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=111701,FOLIO='B-34',FILE='DISK130:[17ZAK3.17ZAK70203]MI70203A.;9',USER='CHE107324',CD='27-APR-2017;22:54'

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" Company Common Stock " means common stock of the Company, $0.01 par value per share.

" Company EBITDA " means the Company's "Adjusted EBITDA" as reported in the Company's Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K filed with the SEC following the end of each fiscal quarter or fiscal year, as applicable or if the Company does not make filings with the SEC, as otherwise reasonably determined by the Advisor and reported to the Audit Committee.

" Company Fixed Charges " means, as reported in the Company's Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K filed with the SEC following the end of each fiscal quarter or fiscal year, as applicable, all (A) interest expense incurred by the Company and its Subsidiaries, (B) scheduled principal payments of the Company and its Subsidiaries, whether or not paid but excluding any balloon or similar principal payments which repay indebtedness in full and payments under cash flow mortgages applied to principal, and (C) preferred dividends paid by the Company.

" Company Stockholder Approval " means the affirmative vote of a majority of votes cast by stockholders of the Company, a quorum being present, at a meeting called by the Company for the purpose of seeking approval by the Company's stockholders of this Amended Agreement.

" Consolidated Parties " means a collective reference to the Company and its consolidated Subsidiaries.

" Consolidated Tangible Net Worth " means, as of any date of determination, the consolidated shareholders' equity of the Consolidated Parties on that date, as determined in accordance with GAAP, minus the amount of their consolidated intangible assets under GAAP, plus the amount of their consolidated accumulated depreciation; provided, however, that there shall be excluded from the calculation of "Consolidated Tangible Net Worth" any effects resulting from the application of FASB ASC No. 715: CompensationRetirement Benefits. Consolidated Tangible Net Worth shall be adjusted to remove any impact from straight line rent leveling adjustments required under GAAP and amortization of intangibles pursuant to State of Financial Accounting Standards number 141.

" Contract " means any written or oral loan or credit agreement, bond, debenture, note, mortgage, indenture, lease, license or other contract, agreement, obligation, commitment or instrument, including all amendments thereto.

" EBITDA " means, with respect to any entity, earnings before interest, taxes, depreciation and amortization.

" Encumbrance " means any security interest, lien, claim, pledge, option, right of first refusal, limitation on voting rights, charge or other encumbrance of any nature (other than any restrictions on transfer arising under applicable securities law).

" Equity Interests " means, with respect to any Person, all of the shares of capital stock (or other ownership or profit interests) in such Person, all of the warrants, options or other rights for the purchase or acquisition from which Person of shares of capital stock (or other ownership or profit interests) in such Person, all of the securities convertible into or exchangeable for shares of capital stock (or other ownership or profit interests) in such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

B-35

ZEQ.=3,SEQ=123,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=96129,FOLIO='B-35',FILE='DISK130:[17ZAK3.17ZAK70203]MI70203A.;9',USER='CHE107324',CD='27-APR-2017;22:54'

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" Escrow Agent " means the agent under the Termination Fee Escrow Account.

" Escrow Agreement " means an agreement among the Company, the Advisor and the Escrow Agent with respect to the Termination Fee Escrow Account.

" G&A Ratio " means an amount calculated as the simple average of the ratios of total general and administrative expenses, less any non-cash expenses but including any dead deal costs, paid in the applicable fiscal quarter by each member of a select peer group set forth in Exhibit A hereto (each, a " Peer Group Member " and collectively, the " Peer Group "), divided by the total market capitalization of such Peer Group Member (calculated in a materially consistent manner with the calculation of the Total Market Capitalization of the Company (assuming the Key Money Asset Factor is one) or the Advisor provided for hereunder). The G&A Ratio for each Peer Group Member will be calculated based on the financial information presented in such Peer Group Member's Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K filed with the SEC following the end of the applicable fiscal quarter. The Peer Group may be modified from time to time as set forth in Section 27 .

" GAAP " means Generally Accepted Accounting Principles in the United States.

" Gross Asset Value " means, with respect to the Company's assets as of any date, the undepreciated carrying value of all of the Company's assets including all cash and cash equivalents and capitalized leases and any FF&E leased to the Company pursuant to any Key Money Investment as reflected on the most recent balance sheet and accompanying footnotes of the Company filed with the SEC or prepared by the Advisor in accordance with GAAP consistent with its performance of its duties hereunder without giving effect to any impairments plus the contract purchase price of any assets acquired after the date of the most recent balance sheet and all capital expenditures made (to the extent not already reflected in the carrying value of the asset) with respect to an asset since the date of its acquisition for any improvements or for additions thereto, that have a useful life of more than one year and that are required to be capitalized under GAAP.

" Growth Asset " means an asset acquired by the Company identified and approved by the Advisor pursuant to the provisions of Section 18(c) hereof.

" Incentive Factor " means the highest Incentive Ratio from among the Incentive Ratios for the last three years in which Company Common Stock was listed for trading on a national securities exchange for each day of the applicable year.

" Incentive Ratio " means the amount, with respect to any year, expressed as a percentage equal to the quotient of the full Incentive Fee earned with respect to such year (even though paid over three years) divided by the Gross Asset Value of all the Company's assets as of the last day of such year.

" Independent Director " means any person serving as a director of the Company who satisfies the rules and regulations of the New York Stock Exchange then in effect to be "independent" under those rules and regulations.

" Key Money Asset Factor " means (A) 100% minus the (B) quotient, expressed as a percentage, resulting from dividing (1) the Gross Asset Value of all Key Money Assets by (2) the Gross Asset Value of all the Company's assets (including all Key Money Assets and all Liquid Assets of the Company) as of the first day of the applicable period.

" Key Money Asset Management Fee " means, for each month, an amount that is 1/12th of 0.70% of the aggregate Gross Asset Value of all Key Money Assets as of the first day of the applicable month.

" Key Money Gross Asset Value " means, with respect to the Key Money Assets as of any date, the undepreciated carrying value of the Key Money Assets and capitalized leases and any FF&E leased to the Company pursuant to any Key Money Investment as reflected on the most recent balance sheet of the Company filed with the SEC or prepared by the Advisor consistent with its performance of its

B-36

ZEQ.=4,SEQ=124,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=97991,FOLIO='B-36',FILE='DISK130:[17ZAK3.17ZAK70203]MI70203A.;9',USER='CHE107324',CD='27-APR-2017;22:54'

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duties hereunder without giving effect to any impairments plus the contract purchase price of any Key Money Assets acquired after the date of such most recent balance sheet and all capital expenditures made (to the extent not already reflected in the carrying value of the Key Money Assets) with respect to any Key Money Asset since the date of its acquisition for any improvements or for additions thereto, that have a useful life of more than one year and that are required to be capitalized under GAAP.

" Law " means any and all domestic (federal, state or local) or foreign laws, statutes, rules, regulations, ordinances, codes, orders, judgments, injunctions, decrees or other legally enforceable requirements issued, enacted, promulgated, entered into, agreed or imposed by any governmental authority.

" Letter of Credit " means an irrevocable standby letter of credit issued by a recognized commercial bank having net assets of not less than $500 million to the Escrow Agent, that the Escrow Agent at the request of the Advisor may draw upon, conditioned only upon the presentation of the original letter of credit and a signed statement that the Advisor is entitled to cause the Escrow Agent to draw, in the maximum aggregate amount equal to the difference between (1) the Required Amount; and (2) the amount of cash deposited into the Termination Fee Escrow Account by the Company.

" Liquid Assets " shall mean assets in the form of cash, cash equivalents, obligations of (or fully guaranteed as to principal and interest by) the United States or any agency or instrumentality thereof (provided the full faith and credit of the United States supports such obligation or guarantee), certificates of deposit issued by a commercial bank having net assets of not less than $500.0 million, securities listed and traded on a recognized stock exchange or traded over the counter and listed in the National Association of Securities Dealers Automatic Quotations, or liquid debt instruments that have a readily ascertainable value and are regularly traded in recognized financial market.

" Liquidated Damages Amount " means the amount that is the greater of:

" Liquidated Damages Event " means any action or omission by the Company that individually or when considered with other actions or omissions previously taken or omitted by the Company constitute a repudiation by the Company of this Amended Agreement depriving the Advisor of the benefit that the Advisor could reasonably anticipate from full performance by the Company of its obligations hereunder.

" LTM Period " means the 12-month period ending on the last day of the fiscal quarter prior to which, as applicable, the Termination Payment Time or the Liquidated Damages Event occurs.

" Majority or Minority Subsidiary " means, with respect to a Person, any Subsidiary of the Person or any corporation, partnership, limited liability company or other entity in respect of which less than

B-37

ZEQ.=5,SEQ=125,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=352250,FOLIO='B-37',FILE='DISK130:[17ZAK3.17ZAK70203]MI70203A.;9',USER='CHE107324',CD='27-APR-2017;22:54'

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100% but more than 1% of the Equity Interests therein are at the time directly or indirectly owned by the Person.

" Market Price ," with respect to securities of a company, means the closing market price, regular way of such securities on any securities exchange on which such securities are listed or admitted to trading, or if no such sales take place on that day, the average of the bid and asked prices on such day.

" Market Rates " means a rate that is within the range of rates available from third parties not Affiliated with the Advisor who are not otherwise discounting fees or discounting fees giving effect to any rebates or other business for fees being received from the party or another third party and taking into consideration the terms, conditions and the scope of the Additional Services.

" Material Adverse Effect " means a material adverse effect on the Company's business, results of operations or financial condition.

" Minimum Base Fee " means an amount equal to the greater of (A) 90% of the Base Fee paid for the same month in the prior fiscal year and (B) 1/12th of the G&A Ratio for the most recently completed fiscal quarter multiplied by the 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 filed by the Company with the SEC.

" Net Earnings " means (A) the total Base Fees and Incentive Fees, plus any other revenues reported on the Advisor's income statement as pertaining to this Amended Agreement, in each case, in accordance with GAAP, including all EBITDA of the Advisor and any of its Affiliates and Majority or Minority Subsidiaries from providing any Additional Services to the Company, the Operating Partnership or any of their Affiliates or Subsidiaries, less (B) the total incremental expenses determined in accordance with, and subject to, Section 6.7 , in each case for the LTM Period (adjusted assuming this Amended Agreement was in place for the full LTM Period if it otherwise was not). For the avoidance of doubt, the Parties agree that fees and expenses payable or reimbursable by the Company to Remington and its subsidiaries under the Ashford Prime Hotel Master Management Agreement dated as of November 19, 2013, by and between Ashford Prime TRS Corporation and Remington Lodging & Hospitality, LLC and any successor or related hotel management agreement with Remington and its subsidiaries along with any associated expenses of Remington relating to the Ashford Prime Hotel Master Management Agreement shall not be included in Net Earnings or otherwise in the calculation of the Termination Fee, Adjusted Termination Fee or Liquidated Damages Amount.

" Ownership Limit " has the meaning ascribed to such term in the Company's charter in effect as of the date of this Amended Agreement.

" Person " means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.

" Proceedings " means all disputes or controversies of any kind including without limitation all charges, complaints, grievances, actions, causes of action, suits, rights, demands, claims, lawsuits, other legal actions or litigation, arbitration, investigations (internal or external), inquiries or other proceedings.

" Qualifying Growth Investment " means 3.75% of the purchase price paid by the Company for each Growth Asset; provided, that no acquisition may constitute a Qualifying Growth Investment if, when the Growth Asset was acquired, the Company's Gross Asset Value was less than the Baseline Asset Value.

" Remington Acquisition " means the closing of the transaction pursuant to the agreement between Ashford Inc. and the owners of Remington entered into on September 17, 2015 and amended on May 24, 2016, as the same may be further amended.

B-38

ZEQ.=6,SEQ=126,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=376271,FOLIO='B-38',FILE='DISK130:[17ZAK3.17ZAK70203]MI70203A.;9',USER='CHE107324',CD='27-APR-2017;22:54'

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" Subsidiary " means, with respect to a Person, a corporation, partnership, limited liability company or other entity in respect of which 100% of the Equity Interests therein are at the time directly or indirectly owned or controlled by such Person or one or more other Subsidiaries of such Person.

" Termination Fee " means the amount that is the greater of:

" Termination Fee Escrow Account " means the account established by the Parties with an Escrow Agent as contemplated by Section 12.4(b)(ii) .

" Total Market Capitalization " means, for any period:

B-39

ZEQ.=7,SEQ=127,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=833405,FOLIO='B-39',FILE='DISK130:[17ZAK3.17ZAK70203]MI70203A.;9',USER='CHE107324',CD='27-APR-2017;22:54'

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" Total Shareholder Return ," for any period with respect to any company with common stock listed on a national securities exchange, means the sum, expressed as a percentage, of (A) the change in the common stock price during the applicable period, plus (B) the dividend yield paid during the applicable period (determined by dividing dividends paid during the applicable period by the applicable company's common stock price at the beginning of the applicable period and including the value of any dividends or distributions with respect to common stock not paid in cash valued in the reasonable discretion of the Advisor).

" Uninvested Amount " means, at the applicable time, (A) $45 million less (B) the aggregate dollar amount of Qualifying Growth Investments, plus (C) 3.75% of the sale price of each asset sold after the date of this Amended Agreement; provided that in no event may the Uninvested Amount be greater than $45 million or less than zero; provided further, that if the Company terminates this Amended Agreement pursuant to Section 12.3 hereof, the Uninvested Amount shall be zero.

" Voting Control Event " means (A) any "person" or "group" (within the meaning of Section 13(d) of the Exchange Act) other than (1) the Company or any of its Subsidiaries, (2) any employee benefit plan of the Company or any of its Subsidiaries, (3) a company owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as the ownership of the Company, or (4) an underwriter temporarily holding securities pursuant to an offering of such securities, becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing 35% or more of the shares of voting stock of the Company then outstanding and the Company fails to enforce the Ownership Limit within five business days of the person or group becoming the beneficial owner or a court of competent jurisdiction enjoins enforcement of the Ownership Limit; or (B) any person or group enters into an agreement which if consummated would result in the person or group becoming the beneficial owner of securities representing 35% or more of the shares of the Company's voting stock and either: (1) the Board of Directors waive the Ownership Limit; or (2) a court of competent jurisdiction enjoins enforcement of the Ownership Limit.

" VWAP " means the dollar volume-weighted average price for the securities in question on the national securities exchange on which it trades during the period beginning at 9:30:01 a.m., New York City time (or such other time as the national securities exchange on which it trades publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York City time (or such other time as

B-40

ZEQ.=8,SEQ=128,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=997004,FOLIO='B-40',FILE='DISK130:[17ZAK3.17ZAK70203]MI70203A.;9',USER='CHE107324',CD='27-APR-2017;22:54'

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the national securities exchange on which it trades publicly announces is the official close of trading), as reported by Bloomberg, L.P. through its "Volume at Price" function.

" Working Capital Reserve " means an amount equal to the lesser of 2% of the Company's Gross Asset Value as reported on the Company's balance sheet for the most recently completed quarter and 10% of the Termination Fee, but in no case less than $10 million.

COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

Actual Monthly Reimbursement	5.4(b)
Additional Services	9.4(a)
Advisor	Preamble
Advisor Attorney	2.3(c)
Advisor Common Stock	12.7
Advisor Indemnified Party	8.3(a)
Advisor Panel Member	6.6
Advisor Units	12.7
Advisors LLC	Preamble
Amended Agreement	Preamble
Annual Expense Budget	5.4(a)
Arbitration Panel	6.6
Ashford Inc.	Preamble
Ashford Trust	9.1(a)
Audit Committee	2.1(i)
Base Fee	6.1(a)
Budgeted Monthly Reimbursement	5.4(a)
Code	2.1(i)
Collateral	12.4(d)
Company	Preamble
Company Indemnified Party	8.3(b)
Company Panel Member	6.6
Confidential Information	11.1
Employee Costs	5.3(a)
Excess Returns	6.2(b)(i)
Exchange Act	2.1(i)
Existing Advisory Agreement	Recitals
Expenses	8.3(a)
FCCR	6.2(g)
FCCR Condition	6.2(g)
FF&E	16.1
Hotel Employees	12.6
Incentive Fee	6.2(b)
Incentive Fee Threshold	6.2(a)
Indemnified Party	8.3(b)
Initial Investment Guidelines	9.3(a)
Internal Audit Services	2.1(w)
International Expenses	5.2(a)
Investment Company Act	6.2(f)(ii)
Investment Guidelines	9.3(a)
Issuer	17.2(a)
Key Money Assets	16.1

end of user-specified TAGGED TABLE

B-41

ZEQ.=9,SEQ=129,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=951309,FOLIO='B-41',FILE='DISK130:[17ZAK3.17ZAK70203]MI70203A.;9',USER='CHE107324',CD='27-APR-2017;22:54'

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COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

Key Money Clawback Amount	16.3
Key Money Incentive Fees	16.1
Key Money Investments	16.1
Key Money Return	16.3
Loan Documents	2.1(g)
Notice	13
Operating Partnership	Preamble
Outstanding Judgment	12.4(b)
Party	Preamble
Proxy Statement	18(d)(ii)
Registrable Securities	17.2(a)
Registration Statement	17.2(a)
Reimbursement Overpayment	5.4(b)
Reimbursement Underpayment	5.4(b)
REIT	2.1(p)
Remington	2.5
Required Amount	12.4(b)(ii)
RevPAR	9.1(a)
SEC	2.1(i)
Securities Act	2.1(j)
Selling Stockholder	17.2(a)
Spin-Off Company	15
Termination Payment Time	12.5(a)

end of user-specified TAGGED TABLE

ENTIRE AGREEMENT. This Amended Agreement reflects the entire understanding of the Parties hereto with respect to the subject matter hereof and supersedes and replaces all agreements between the Company and the Advisor with respect to the subject matter hereof including, without limitation, the Existing Advisory Agreement and the Remington Letter Agreement.
SEVERABILITY. Whenever possible each provision and term of this Amended Agreement will be interpreted in a manner to be effective and valid, but if any provision or term of this Amended Agreement is held to be prohibited by law or invalid, then such provision or term will be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provision or term or the remaining provisions or terms of this Amended Agreement.
AMENDMENT, MODIFICATIONS AND WAIVER. This Amended Agreement hereto shall not be altered or otherwise amended in any respect, except pursuant to an instrument in writing signed by the Parties hereto; provided, that any additions to or deletions from the Peer Group Members identified in Exhibit A shall may be made by the Advisor, if it reasonably believes such addition or deletion is appropriate given the competitive environment in the Company's industry at such time, which addition or deletion shall become effective upon the twentieth (20 th ) day after delivery to the Independent Directors, unless a majority of the Independent Directors object, in writing, to such addition or deletion. The waiver by a party of a breach of any provisions of this Amended Agreement shall not operate or be construed as a waiver of any subsequent breach.
COUNTERPARTS. This Amended Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which shall constitute one and the same agreement.

(SIGNATURES BEGIN ON NEXT PAGE)

B-42

ZEQ.=10,SEQ=130,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=1020116,FOLIO='B-42',FILE='DISK130:[17ZAK3.17ZAK70203]MI70203A.;9',USER='CHE107324',CD='27-APR-2017;22:54' THIS IS THE END OF A COMPOSITION COMPONENT

IN WITNESS WHEREOF, the undersigned have executed this Amended Agreement as of the date first above written.

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ASHFORD PRIME: Ashford Hospitality Prime, Inc. — By:	/s/ RICHARD STOCKTON
	Name:	Richard Stockton
	Title:	Chief Executive Officer
OPERATING PARTNERSHIP: Ashford Hospitality Prime Limited Partnership
By:	Ashford Prime OP General Partner LLC, its general partner
By:	/s/ RICHARD STOCKTON
	Name:	Richard Stockton
	Title:	Authorized Signatory
TAXABLE REIT SUBSIDIARY: Ashford Hospitality Prime TRS Corporation
By:	/s/ DERIC S. EUBANKS
	Name:	Deric S. Eubanks
	Title:	President

end of user-specified TAGGED TABLE

[Signature page to the Prime Advisory Agreement]

B-43

ZEQ.=1,SEQ=131,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=390331,FOLIO='B-43',FILE='DISK130:[17ZAK3.17ZAK70203]MK70203A.;6',USER='CHE107324',CD='27-APR-2017;22:54'

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COMMAND=ADD_TABLEWIDTH,"100%" User-specified TAGGED TABLE

ADVISOR: Ashford Hospitality Advisors LLC — By:	/s/ DAVID A. BROOKS
	Name:	David A. Brooks
	Title:	Chief Operating Officer
Ashford Inc.
By:	/s/ DAVID A. BROOKS
	Name:	David A. Brooks
	Title:	Chief Operating Officer

end of user-specified TAGGED TABLE

[Signature page to the Prime Advisory Agreement

B-44

ZEQ.=2,SEQ=132,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=42738,FOLIO='B-44',FILE='DISK130:[17ZAK3.17ZAK70203]MK70203A.;6',USER='CHE107324',CD='27-APR-2017;22:54' THIS IS THE END OF A COMPOSITION COMPONENT

ASHFORD HOSPITALITY PRIME, INC. ATTN: DAVID A. BROOKS, SECRETARY 14185 DALLAS PARKWAY SUITE 1100 DALLAS, TX 75254 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:


DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

ASHFORD HOSPITALITY PRIME, INC.			Withhold All
The Board of Directors unanimously recommends you vote FOR the following:
1.	Election of Directors	●	●	●
	Nominees:
	01) Monty J. Bennett	05) Kenneth H. Fearn, Jr.
	02) Stefani D. Carter	06) Curtis B. McWilliams
	03) Lawrence A. Cunningham	07) Matthew D. Rinaldi
	04) Sarah Darrouzet	08) Daniel B. Silvers
The Board of Directors unanimously recommends you vote FOR proposals 2, 3, 4 and 5.					For	Against	Abstain
2.	To approve an amendment to our charter to require a majority voting standard in uncontested director elections				●	●	●
3.	To approve an amendment to the Companys 2013 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance under the plan by 1,200,000 shares				●	●	●
4.	To approve the Fourth Amended and Restated Advisory Agreement, entered into on January 24, 2017, among the Company, Ashford Inc., Ashford Hospitality Prime Limited Partnership, Ashford Prime TRS Corporation and Ashford Hospitality Advisors LLC				●	●	●
5.	To ratify the appointment of BDO USA, LLP, a national public accounting firm, as our independent auditors for the fiscal year ending December 31, 2017				●	●	●
NOTE: To transact any other business that may properly come before the annual meeting of stockholders or any adjournment of the annual meeting
For address changes and/or comments, please check this box and write them on the back where indicated.				●
Please indicate if you plan to attend this meeting.			●	●
			Yes	No
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
Signature [PLEASE SIGN WITHIN BOX]		Date		Signature (Joint Owners)	Date

ZEQ.=1,SEQ=133,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=331106,FOLIO='',FILE="DISK133:[17ZAK4.17ZAK70204]4202-4-BG_ZAK70204.CHC",USER="JFUSS",CD='Apr 12 21:15 2017'

*Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:*

The Notice and Proxy Statement and 2016 Annual Report are available at www.proxyvote.com.

E27983-P92942

ASHFORD HOSPITALITY PRIME, INC. ANNUAL MEETING OF STOCKHOLDERS - JUNE 9, 2017 This Proxy is solicited by the Board of Directors of the Company The undersigned, having received notice of the 2017 Annual Meeting and managements Proxy Statement therefor, and revoking all prior proxies, hereby appoint(s) Mr. David A. Brooks and Mr. Deric S. Eubanks (with full power of substitution), as proxies of the undersigned to attend the 2017 Annual Meeting of Stockholders of Ashford Hospitality Prime, Inc. (the Company) to be held on Friday, June 9, 2017 and any adjourned sessions thereof, and there to vote and act upon the matters listed on the reverse side in respect of all shares of Common Stock of the Company which the undersigned would be entitled to vote or act upon, with all powers the undersigned would possess if personally present. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR ITEMS 2, 3, 4 AND 5. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE.
Address Changes/Comments:
(If you noted any Address Changes/Comments above, please mark the corresponding box on the reverse side.) CONTINUED AND TO BE SIGNED ON REVERSE SIDE

ASHFORD HOSPITALITY PRIME, INC. ANNUAL MEETING OF STOCKHOLDERS - JUNE 9, 2017 This Proxy is solicited by the Board of Directors of the Company The undersigned, having received notice of the 2017 Annual Meeting and managements Proxy Statement therefor, and revoking all prior proxies, hereby appoint(s) Mr. David A. Brooks and Mr. Deric S. Eubanks (with full power of substitution), as proxies of the undersigned to attend the 2017 Annual Meeting of Stockholders of Ashford Hospitality Prime, Inc. (the Company) to be held on Friday, June 9, 2017 and any adjourned sessions thereof, and there to vote and act upon the matters listed on the reverse side in respect of all shares of Common Stock of the Company which the undersigned would be entitled to vote or act upon, with all powers the undersigned would possess if personally present. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR ITEMS 2, 3, 4 AND 5. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE.

Address Changes/Comments:

(If you noted any Address Changes/Comments above, please mark the corresponding box on the reverse side.) CONTINUED AND TO BE SIGNED ON REVERSE SIDE

ZEQ.=1,SEQ=134,EFW="2232027",CP="ASHFORD HOSPITALITY PRIME, INC",DN="1",CHK=767608,FOLIO='',FILE="DISK133:[17ZAK4.17ZAK70204]4202-4-BG_ZAK70204.CHC",USER="JFUSS",CD='Apr 12 21:15 2017' TOCEXISTFLAG

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Braemar Hotels & Resorts Inc. Proxy Solicitation & Information Statement 2017

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Braemar Hotels & Resorts Inc. — Proxy Solicitation & Information Statement 2017

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Braemar Hotels & Resorts Inc. Proxy Solicitation & Information Statement 2017