Braemar Hotels amends advisory termination fee terms, clarifying payment waterfall in potential sale

Braemar Hotels & Resorts Inc.

• Amendment clarifies $480M Company Sale Fee and $25M Master Agreement Termination Fee paid from Net Sale Proceeds before any other distributions.
• Defines 'Company Sale Transaction' as a Company Change of Control; fees due upon closing.
• If multiple asset sales, subsequent Net Sale Proceeds applied until fees paid in full.
• Upon stockholder approval of a liquidation plan, Master Agreements terminate subject to $25M fee payment.
• Other property-level contracts remain in effect unless terminable by their terms.