ASHFORD HOSPITALITY TRUST : FILES LAWSUIT

ASHFORD HOSPITALITY TRUST FILES LAWSUIT.

Highlights:

AGAINST CYGNUS CAPITAL TO PREVENT UNLAWFUL PROXY CONTEST

AND CONTINUING VIOLATIONS OF FEDERAL SECURITIES LAWS

Suit seeks to protect Ashford Trust's stockholders from Cygnus' attempts to seize control of the Company's Board Alleges Cygnus failed to disclose formation of a secret stockholder group and its true plans and intentions for the Company in an effort to mislead Ashford Trust and its stockholders

DALLAS - Ashford Hospitality Trust, Inc. (NYSE: AHT) ('Ashford Trust' or the 'Company') today announced that it has filed a lawsuit in the United States District Court for the Northern District of Texas, Dallas Division, against Cygnus Capital, Inc. (together with its affiliates, 'Cygnus') as well as ThornTree Capital (together with its affiliates, 'ThornTree'), an individual stockholder and each of Cygnus' purported director nominees. The suit seeks to prevent Cygnus from waging what the Company believes is an illegal proxy contest to seize control of the Board of Directors of Ashford Trust (the 'Board') during a challenging moment in time for the Company and the hospitality industry as a result of the COVID-19 pandemic.

Kamal Jafarnia, Chairperson of the Board's Nominating and Corporate Governance Committee, said: 'We do not make this decision lightly, but REIT ownership rules exist for a reason. Not only is Cygnus attempting an improper takeover in the middle of the worst operating environment for hospitality in history, but we believe they explicitly violated both the company's charter and securities laws. As a result, we are compelled to take this step to protect all Ashford Trust shareholders from Cygnus proceeding with an unlawful proxy contest and continuing violations of securities laws.'

Through its complaint, the Company asserts that Cygnus violated federal securities laws by failing to disclose the formation of a secret stockholder group which purchased significant amounts of Ashford Trust shares. Cygnus, along with their co-defendants ThornTree and an individual stockholder, collectively acquired 3,164,998 shares of Ashford Trust's stock, amounting to approximately 21% ownership of the Company at the time of the acquisition of shares in November 2020. The complaint asserts that the defendants, who share close family and business ties, have acted together, including by coordinating purchases of Ashford Trust's stock in violation of federal securities laws. The individual stockholder is the Cygnus CEO's mother-in-law, who acquired an ownership stake of approximately 4% of the Company's shares as of November 2020.

At the same time, ThornTree, whose Chief Investment Officer has a 20-year business relationship with the Cygnus CEO, including once co-founding a business together, acquired an ownership stake of approximately 7% of the Company's shares. The complaint alleges that the formation of this secret stockholder group violated federal securities laws and the ownership limitations in the Company's charter, which are meant to preserve the Company's REIT status. In bringing this action, the Company is also seeking to protect the Company's REIT status, which is important to the tax position of the Company's investors.

The Company further asserts in its complaint that Cygnus has failed to provide adequate disclosure regarding its plans for the Company if Cygnus' scheme to take control of Ashford Trust's Board were to succeed. Prior to launching a proxy contest, Cygnus made public statements urging the Company to explore numerous transactions, including some that would potentially garner Cygnus a quick profit on its investment, without regard to their overall soundness for the Company and its stockholders. However, in its purported nomination notice, Cygnus and its nominees claimed to have no plans or proposals for the Company should they seize control.

The Company also asserts in its complaint that Cygnus' notice of shareholder nomination is deficient because it contains numerous material misstatements, inaccuracies, and omissions, including the non-disclosure of the secret shareholder group and Cygnus' plans for the Company.

The complaint seeks declaratory and injunctive relief in order to prevent Cygnus from proceeding with an unlawful proxy contest and continuing violations of federal securities laws.

Company Actions to Enhance Long-Term Performance and Stockholder Value Ashford Trust's Board and management team remain fully committed to maximizing long-term stockholder value. The Company is focused on navigating through the continued challenges of the pandemic and has successfully taken steps to strengthen its balance sheet and improve long-term performance. Recently, the Company negotiated forbearance agreements on the vast majority of its property level debt, converted over 30% of its outstanding preferred shares into common shares at values below par, and raised up to $450 million of financing to provide substantial capital and ample liquidity for Ashford Trust to capitalize on the upcoming recovery in the hospitality industry. The Company has also instituted innovative operating strategies at its hotels to increase profitability and productivity, which will position Ashford Trust for accelerated operating performance as the hospitality industry recovers. The Company currently anticipates that, once it returns to comparable pre-pandemic revenue levels, it should achieve improvements in operating margins of 300 basis points or more.

Ashford Trust has retained Cadwalader, Wickersham & Taft LLP as legal counsel on this matter.

Media Contact:

Edelman on behalf of Ashford Hospitality Trust

[e-mail]

Ashford Hospitality Trust is a real estate investment trust (REIT) focused on investing predominantly in upper upscale, full-service hotels.

Ashford has created an Ashford App for the hospitality REIT investor community. The Ashford App is available for free download at Apple's App Store and the Google Play Store by searching 'Ashford.'

Contact: Deric Eubanks Jordan Jennings Joseph Calabrese

Chief Financial Officer Investor Relations Financial Relations Board

[phone] [phone] [phone]

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