STRATEGIC HOTELS & RESORTS, INC. 66,000,000 Shares of Common Stock, par value $0.01 per share Underwriting AgreementStrategic Hotels & Resorts, Inc • May 19th, 2010 • Real estate investment trusts • New York
Strategic Hotels & Resorts, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 66,000,000 shares of common stock, par value $0.01 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 9,900,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.” Pursuant to a Rights Agreement (the “Rights Agreement”) dated as of November 14, 2008, as amended, between the Company and Mellon Investor Services LLC, the Common Stock is issued and trades with preferred share purchase rights (the “Rights”).
