Amendment to Advisory Agreement and Payment Terms for Company Sale

Braemar Hotels & Resorts Inc. (the "Company") and its operating subsidiary, Braemar Hospitality Limited Partnership, entered into an Amendment to a letter agreement dated August 26, 2025. This amendment clarifies the terms under which termination fees are due and payable to the Advisor (Ashford Inc. and Ashford Hospitality Advisors LLC) in the event of a Company Sale Transaction. The amendment revises the definition of "Company Sale Transaction" to specifically mean a "Company Change of Control." The Company Sale Fee and accrued fees will be paid directly to the Advisor from Net Sale Proceeds of a Company Sale Transaction, after any Master Agreement Termination Fee is paid, but before any other distributions. If Net Sale Proceeds are insufficient, subsequent sales proceeds will be applied until the fee is paid in full. The amendment also clarifies that in the case of a sale of assets representing 50% or more of the Company's Gross Asset Value, the buyer must pay the Master Agreement Termination Fee directly to the Advisor, and the related master agreements will terminate. If proceeds are insufficient, subsequent sales proceeds will be applied until the fee is paid. Upon approval of a liquidation plan, the Master Agreements will also terminate, subject to payment of the Master Agreement Termination Fee. All other provisions of the original letter agreement remain in effect.