On January 24, 2017, Ashford Hospitality Prime, Inc. (AHP) announced that it has entered into an amended and restated advisory agreement with Ashford Inc. (the Advisor). The Amended Agreement amends and restates the Third Amended and Restated Advisory Agreement, dated as of June 10, 2015, among AHP, the Advisor and certain of their affiliates. The Amended Agreement will not become effective unless and until it is approved by AHP's stockholders. A special committee of the board of directors of AHP, comprised solely of independent directors, led the negotiations of the Amended Agreement with a special committee of the board of directors of the Advisor. The AHP special committee retained separate independent legal and financial advisors to assist the committee in its negotiations and evaluation of the Amended Agreement. The AHP special committee recommended that the board of directors of AHP, acting solely by the vote of its independent directors, declare the Amended Agreement to be advisable and to recommend that AHP's stockholders approve the Amended Agreement. AHP will make a cash payment to the Advisor of $5.0 million at the time the Amended Agreement becomes effective.