ASHFORD HOSPITALITY TRUST, INC. (a Maryland corporation) 3,300,000 Shares of 8.45% Series D Cumulative Preferred Stock (Liquidation Preference $25 Per Share) (Par Value $.01 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • September 21st, 2010 • Ashford Hospitality Trust Inc • Real estate investment trusts • New York
Ashford Hospitality Trust, Inc., a Maryland corporation (the “Company”), and Ashford Hospitality Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), each confirms its agreement with each of the Underwriters listed on Schedule I hereto (collectively, the “Underwriters,” which term shall include any underwriter substituted as provided in Section 8 hereof), for whom UBS Securities LLC and Citigroup Global Markets Inc. are acting as Representatives (in such capacity, the “Representatives”), with respect to the sale by the Company of 3,300,000 shares (the “Shares”) of the Company’s 8.45% Series D Cumulative Preferred Stock (liquidation preference $25 per share), par value $.01 per share (the “Series D Stock”), and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of Series D Stock set forth opposite the names of the Underwriters in Schedule I hereto.
