0000950134-07-008075 Sample Contracts

ASHFORD HOSPITALITY TRUST, INC. Series C Cumulative Redeemable Preferred Stock STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 12th, 2007 • Ashford Hospitality Trust Inc • Real estate investment trusts • New York

Ashford Hospitality Trust, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to Wachovia Investment Holdings, LLC, a Delaware limited liability company (the “Investor”), shares of Series C Cumulative Redeemable Preferred Stock, par value $.01 per share (the “Series C Preferred Stock”). Subject to the terms and conditions, representations and warranties set forth in this Stock Purchase Agreement (this “Agreement”), the Investor has agreed to purchase the Shares (as defined in Section 1.1 of this Agreement).

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LETTER AGREEMENT
Letter Agreement • April 12th, 2007 • Ashford Hospitality Trust Inc • Real estate investment trusts • Maryland

This letter agreement (the “Agreement”) is made and entered into as of April 5, 2007 by and between Ashford Hospitality Trust, Inc., a Maryland corporation (the “Company”) and Security Capital Preferred Growth Incorporated, a Maryland corporation (the “Investor”).

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • April 12th, 2007 • Ashford Hospitality Trust Inc • Real estate investment trusts • New York

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) dated as of April 11, 2007, by and between Ashford Hospitality Trust, Inc., a Maryland corporation (the “Company”), and Wachovia Investment Holdings, LLC, a Delaware limited liability company (the “Investor”).

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