Braemar Hotels & Resorts (BHR) 8-K Entry into a Material Definitive Agreement

Exhibit 17.2

	THE GEORGE WASHINGTON UNIVERSITY LAW SCHOOL
Washington, DC 20052

Lawrence A. Cunningham

Henry St. George Tucker III Research Professor

Founding Faculty Director, GW in NY

lacunningham@law.gwu.edu

Immediate Resignation

July 5, 2017

Board of Directors

Ashford Hospitality Prime, Inc.

Dear Sirs and Madams:

This letter is to inform you of my immediate resignation from the board of Ashford Hospitality Prime, Inc.

I joined the board a few months ago upon the company’s settling a proxy contest with a shareholder. As an independent director—free of conflicts or ties with the company or any affiliate, director or shareholder—I was willing to help the company with corporate governance, my specialty for decades as a university professor. Alas, this has proved impossible.

My scholarship and teaching support established corporate law, especially fiduciary law, for directors and governance; to alter this law by contract on topics such as director duty, disparagement or resignation is problematic. But a board majority is requiring contractual commitments of directors on such topics and, on July 3, I received a letter, from the board chairman and lead director, asserting my violation of company policy for not executing the required contract.

Under these circumstances, it appears that I am unable to contribute to the board and therefore resign.

Sincerely yours,

/s/ Lawrence A. Cunningham

Lawrence A. Cunningham