Common use of Counterparts and Facsimile Signatures Clause in Contracts

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership and the Underwriters. Very truly yours, NORTHSTAR REALTY FINANCE CORP. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & General Counsel NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp., its sole general partner By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & General Counsel Accepted and agreed to as of the date first above written, on behalf of themselves and the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxxx Ropa Name: Xxxxxxx Ropa Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Director SCHEDULE I Underwriter Number of initial shares to be purchased Deutsche Bank Securities Inc. 13,500,000 UBS Securities LLC 13,500,000 FBR Capital Markets & Co. 900,000 JMP Securities LLC 900,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 900,000 MLV & Co. LLC 300,000 Total 30,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES None. Sch. II-1 SCHEDULE III Xxxxx X. Xxxxxxxx

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership Company and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership Company and the Underwriters. Very truly yours, NORTHSTAR REALTY FINANCE CORPCAPITAL LEASE FUNDING, INC. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & General Counsel NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp., its sole general partner By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & General Counsel Accepted and agreed to as of the date first above written: FRIEDMAN, BILLINGS, XXXXXX & CO., INC. WACHOVIA CAPITAL MARKETS, LLC RBC CAPITAL MARKETS CORPORATION By: Friedman, Billings, Xxxxxx & Co., Inc., on behalf of the Representatives By: Name: Title: For themselves and as Representatives of the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxxx Ropa Name: Xxxxxxx Ropa Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Director SCHEDULE I Underwriter Number of initial shares Initial Shares to be purchased Deutsche Bank Securities Purchased Friedman, Billings, Xxxxxx & Co., Inc. 13,500,000 UBS Securities Wachovia Capital Markets, LLC 13,500,000 FBR RBC Capital Markets & Co. 900,000 JMP Securities LLC 900,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 900,000 MLV & Co. LLC 300,000 Corporation Total 30,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES NoneXxxxx X. Xxxxxxx is affiliated with Signature Securities Group and, through ownership of Five Mile Capital Management Inc., East Hills Trading LLC. Sch. II-1 SCHEDULE III Xxxxx X. XxxxxxxxXxxxxxx Xxxx X. XxXxxxxx Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxxx LSR Capital CLF LLC Hyperion CLF LLC SCHEDULE IV Capital Lease Funding, Inc. Capital Lease Funding, LLC CLF OP General Partner LLC [Each taxable REIT subsidiary of Capital Lease Funding, Inc.] EXHIBIT A FORM OF LOCK-UP LETTER March [ ], 2004 XXXXXXXX, XXXXXX XXXXXXXX & CO., INC. WACHOVIA CAPITAL MARKETS, LLC RBC CAPITAL MARKETS CORPORATION c/o Friedman, Billings, Xxxxxx & Company, Inc. 0000 00xx Xxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Dear Sirs: The undersigned understands that Friedman, Billings, Xxxxxx & Company, Inc., Wachovia Capital Markets, LLC and RBC Capital Markets Corporation (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), as representatives of the several underwriters (the “Underwriters”), with Capital Lease Funding, Inc., a Maryland corporation (the “Company”), providing for the public offering (the “Public Offering”) by the Underwriters of shares (the “Shares”) of Common Stock of the Company (the “Common Stock”). To induce the Underwriters to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representatives, it will not, during the period commencing on the date hereof and ending on the 180-day anniversary of the date of the final prospectus relating to the Public Offering (such period, the “Lock-Up Period” and such prospectus, the “Prospectus”), (1) offer, pledge, sell, loan, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any of the following (whether now owned by the undersigned or hereafter acquired): (i) Common Stock, (ii) any securities convertible into or exercisable, exchangeable or redeemable for any shares of Common Stock or (iii) any rights to purchase or otherwise acquire Common Stock held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the undersigned; or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The undersigned further agrees that the undersigned will not publicly disclose the intention to make any such offer, sale, pledge, redemption or disposition or to enter into any transaction described in the preceding sentence during the Lock-Up Period without, in each case, the prior written consent of the Representatives. In addition, the undersigned agrees that, without prior written consent of the Representatives, the undersigned will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration under the Securities Act of 1933, as amended (the “Securities Act”), of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, this letter does not restrict the undersigned from (1) distributing any of the Company’s securities to the undersigned’s equity holders or (2) transferring the Company’s securities (i) as a bona fide gift or gifts or (ii) to any trust the beneficiaries of which are exclusively the undersigned or a member of the immediate family of the undersigned, including grandchildren (to the extent consistent with the Securities Act and state securities laws), provided that prior to and as a condition to the effectiveness of any such distribution or transfer, the transferee executes a lock-up agreement substantially in the form hereof in favor of the Representatives. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer that would constitute a violation or breach of this letter. This letter shall be binding on the undersigned and the respective successors, heirs, personal representatives and assigns of the undersigned. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to agreement between the Company and the Representatives. The terms of this letter shall expire in the event the Public Offering is not consummated on or before June 30, 2004. Very truly yours, (Printed or Typed Name) By:

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership Partnership, the Advisor and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership Partnership, the Advisor and the Underwriters. Very truly yours, NORTHSTAR REALTY FINANCE CORPASHFORD HOSPITALITY TRUST, INC. By: /s/ Xxxxx X. Xxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & Chief Operating Officer, General Counsel NORTHSTAR REALTY FINANCE and Secretary ASHFORD HOSPITALITY LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp.Ashford OP General Partner LLC, its sole general partner By: Ashford Hospitality Trust, Inc., its sole member By: /s/ Xxxxx X. Xxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & and Secretary ASHFORD HOSPITALITY ADVISORS, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Operating Officer, General Counsel Accepted and agreed to Secretary CONFIRMED AND ACCEPTED, as of the date first above written, on behalf of : XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director UBS SECURITIES LLC By: /s/ Xxxxxxxxx Xxxxxxx Name: Managing Director Title: UBS Investment Bank By: /s/ Xxxxx Xxxxx Name: Associate Director Title: UBS Securities LLC For themselves and as Representatives of the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxxx Ropa Name: Xxxxxxx Ropa Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Director SCHEDULE Schedule I Underwriter Number of initial shares Shares to be purchased Purchased Xxxxxx Xxxxxxx & Co. LLC 2,184,000 UBS Securities LLC 2,184,000 Xxxxxx X. Xxxxx & Co. Incorporated 48,000 Canaccord Genuity Inc. 48,000 Credit Agricole Securities (USA) Inc. 48,000 Credit Suisse Securities (USA) LLC 48,000 Deutsche Bank Securities Inc. 13,500,000 UBS Securities LLC 13,500,000 48,000 FBR Capital Markets & Co. 900,000 48,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC 48,000 JMP Securities LLC 900,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 900,000 MLV & Co. LLC 300,000 48,000 KeyBanc Capital Markets Inc. 48,000 Total 30,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES None. 4,800,000 Sch. II-1 SCHEDULE I-1 Schedule II Significant Subsidiaries Ashford OP Limited Partner LLC Ashford OP General Partner LLC Ashford Hospitality Limited Partnership Schedule III Xxxxx X. XxxxxxxxThe Pricing Term Sheet set forth in Schedule IV to this Agreement. Schedule IV Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-211837 July 6, 2016 Ashford Hospitality Trust, Inc. 7.375% Series F Cumulative Preferred Stock (Liquidation Preference $25.00 per share) Pricing Term Sheet July 6, 2016 Issuer: Ashford Hospitality Trust, Inc. Security: 7.375% Series F Cumulative Preferred Stock (the “Series F Preferred Stock”) Size: 4,800,000 shares No Option to Purchase Additional Shares: The underwriters will not have an option to purchase any additional shares of Series F Preferred Stock Maturity Date: Perpetual (unless redeemed by the Issuer on or after July 15, 2021 or pursuant to its special optional redemption right, or converted by a holder in connection with certain changes of control) Trade Date: July 6, 2016 Expected Settlement and Delivery Date: July 13, 2016 (T+5) Liquidation Preference: $25.00 per share plus accrued and unpaid dividends Dividend: 7.375% of the $25.00 liquidation price (or $1.84375 per share) per annum Dividend Payment Dates: January 15, April 15, July 15 and October 15, beginning October 17, 2016 Public Offering Price: $25.00 per share; $120,000,000 total Underwriting Discounts and Commissions: $0.7875 per share; $3,780,000 total Conversion Rights: Upon the occurrence of a “Change of Control,” holders of the Series F Preferred Stock will have the right (unless, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of its election to redeem the Series F Preferred Stock) to convert some or all of the Series F Preferred Stock into a number of shares of the Issuer’s common stock per share of Series F Preferred Stock to be converted equal to the lesser of: (1) the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series F Preferred Stock dividend payment and prior to the corresponding Series F Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Stock Price; and (2) 9.68992 (the “Share Cap”), subject to certain adjustments; subject, in each case, to provisions for the receipt of alternative consideration as described in the preliminary prospectus supplement dated July 6, 2016 (the “preliminary prospectus supplement”). The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the Issuer’s common stock), subdivisions or combinations (in each case, a “Share Split”) with respect to the Issuer’s common stock as described in the preliminary prospectus supplement. The “Change of Control Conversion Date” is the date the Series F Preferred Stock is to be converted, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which the Issuer provides the notice described above to the holders of Series F Preferred Stock. The “Common Stock Price” will be: (i) the amount of cash consideration per share of common stock, if the consideration to be received in the Change of Control by the holders of the Issuer’s common stock is solely cash; or (ii) the average of the closing prices for the Issuer’s common stock on the New York Stock Exchange (“NYSE”) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the consideration to be received in the Change of Control by the holders of the Issuer’s common stock is other than solely cash.

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership and the Underwriters. Very truly yours, NORTHSTAR REALTY FINANCE CORPXXXXXX PROPERTIES GROUP, INC. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & General Counsel NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP XXXXXX PROPERTIES GROUP, L.P. By: NorthStar Realty Finance Corp.XXXXXX PROPERTIES GROUP, its sole general partner INC. General Partner By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & General Counsel Accepted and agreed to as of the date first above written: FRIEDMAN, on behalf of BILLINGS, XXXXXX & CO., INC. UBS SECURITIES LLC RBC CAPITAL MARKETS XXXXX FARGO SECURITIES, LLC For themselves and as Representatives of the several other Underwriters named on Schedule I hereto. By: DEUTSCHE BANK SECURITIES FRIEDMAN, BILLINGS, XXXXXX & CO., INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES SECURITIES, LLC By: /s/ Xxxxxxx Ropa Managing Member By: Name: Xxxxxxx Ropa Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Director SCHEDULE I Underwriter Number of initial shares Initial Shares to be purchased Deutsche Bank Securities Purchased Friedman, Billings, Xxxxxx & Co., Inc. 13,500,000 [__________ ] UBS Securities LLC 13,500,000 FBR [__________ ] RBC Capital Markets & Co. 900,000 JMP Securities [__________ ] Xxxxx Fargo Securities, LLC 900,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 900,000 MLV & Co. LLC 300,000 Total 30,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES None. Sch. II-1 SCHEDULE III Xxxxx X. Xxxxxxxx[14,285,714 ] EXHIBIT A FORM OF LOCK-UP AGREEMENT

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership and the Underwriters. Very truly yours, NORTHSTAR REALTY FINANCE CORP. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx Xxxxx X. Xxxxxxxxx Title: Executive Vice President & President, General Counsel and Secretary NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp., its sole general partner By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx Xxxxx X. Xxxxxxxxx Title: Executive Vice President & President, General Counsel and Secretary [Underwriting Agreement — NorthStar (April 2013 Offering)] Accepted and agreed to as of the date first above written, on behalf of themselves and the other several other Underwriters named names on Schedule I hereto: DEUTSCHE BANK SECURITIES CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxxx Xxxxxx Xxxxx Name: Xxxxxxxx Xxxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxxx Ropa Xxxxxxxxxxx Xxxxxxxx Name: Xxxxxxx Ropa Xxxxxxxxxxx Xxxxxxxx Title: Managing Director By: /s/ Xxxx Xxxxx Xxxxxxxxxxx Xxxxxxxx Name: Xxxx Xxxxx Xxxxxxxxxxx Xxxxxxxx Title: Associate Director [Underwriting Agreement — NorthStar (April 2013 Offering)] SCHEDULE I Underwriter Underwriters Number of initial shares Initial Shares to be purchased Purchased Citigroup Global Markets Inc. 2,240,000 UBS Securities LLC 2,239,999 Barclays Capital Inc. 420,000 Deutsche Bank Securities Inc. 13,500,000 UBS 560,000 X.X. Xxxxxx Securities LLC 13,500,000 560,000 Xxxxx, Xxxxxxxx & Xxxxx, Inc. 420,000 FBR Capital Markets & Co. 900,000 70,000 JMP Securities LLC 900,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 900,000 116,667 MLV & Co. LLC 300,000 186,667 Sterne, Agee & Xxxxx, Inc. 186,667 Total 30,000,000 7,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES NoneSee attached. SchNORTHSTAR REALTY FINANCE CORP. II-1 SCHEDULE III Xxxxx X. Xxxxxxxx8.500% SERIES D CUMULATIVE REDEEMABLE PREFERRED STOCK Final Term Sheet April 3, 2013 Issuer: NorthStar Realty Finance Corp. Security: 8.500% Series D Cumulative Redeemable Preferred Stock CUSIP: 00000X000 ISIN: US66705V2097 NYSE listing symbol: NRFPrD Shares offered: 7,000,000 shares Over-allotment option: 1,050,000 shares Type of security: SEC Registered—Registration Statement No. 333-186743; preliminary prospectus supplement, subject to completion, dated April 3, 2013 Public offering price: $25.00 per share; $175,000,000 total (assuming the over-allotment option is not exercised) or $201,250,000 total (assuming the over-allotment option is exercised in full) Underwriting discounts and commissions: $0.7875 per share; $5,512,500 total (assuming the over-allotment option is not exercised) or $6,339,375 total (assuming the over-allotment option is exercised in full) Net proceeds to the Issuer, before expenses: $24.2125 per share; $169,487,500 total (assuming the over-allotment option is not exercised) or $194,910,625 total (assuming the over-allotment option is exercised in full) Maturity: Perpetual (unless redeemed or repurchased by the Issuer or converted by an investor in connection with a Change of Control). Dividend rate: 8.500% per annum of the liquidation preference per share, when, as and if declared; cumulative from, and including, April 10, 2013 Liquidation preference: $25.00 per share Optional redemption: Not redeemable prior to April 10, 2018, except under circumstances intended to preserve the Issuer’s qualification as a REIT for federal income tax purposes and except as otherwise described in the Issuer’s preliminary prospectus supplement relating to the offering of the Series D Preferred Stock under the caption “Description of the Series D Preferred Stock—Special Optional Redemption.” On or after April 10, 2018, the Issuer may, at its option, redeem any or all of the shares of the Series D Preferred Stock at a redemption price of $25.00 per share, plus any accrued and unpaid dividends to the redemption date (subject to an exception described in the preliminary prospectus supplement), as described in the Issuer’s preliminary prospectus supplement relating to the offering of the Series D Preferred Stock under the caption “Description of the Series D Preferred Stock—Optional Redemption.” Share Cap: 5.2966 Trade date: April 3, 2013 Settlement and delivery date: April 10, 2013 (T+5) Joint book-running managers: Citigroup Global Markets Inc. UBS Securities LLC Joint-lead managers: Barclays Capital Inc. Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC Xxxxx, Xxxxxxxx & Xxxxx, Inc. Co-managers: FBR Capital Markets & Co. JMP Securities LLC MLV & Co. LLC Sterne, Agee & Xxxxx, Inc. The Issuer has filed a registration statement (including a prospectus dated February 19, 2013) and a preliminary prospectus supplement, subject to completion, dated April 3, 2013 with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC’s website at xxx.xxx.xxx. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and related prospectus supplement if you request it from Citigroup Global Markets Inc. by calling toll-free 800-831-9146, or from UBS Securities LLC by calling toll-free 000-000-0000, ext. 561 3884.

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. [signatures on next page] If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership and the Underwriters. Very truly yours, NORTHSTAR REALTY FINANCE CORPASHFORD HOSPITALITY TRUST, INC. By: /s/ Xxxxxx DXXXX X. Xxxxxxxxx XXXXXX Name: Dxxxx X. Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & General Counsel NORTHSTAR REALTY FINANCE Chief Legal Officer ASHFORD HOSPITALITY LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp.Ashford OP General Partner LLC, its sole general partner By: Ashford Hospitality Trust, Inc., its sole member By: /s/ Xxxxxx X. Xxxxxxxxx DXXXX X.XXXXXX Name: Dxxxx X. Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & General Counsel Chief Legal Officer Accepted and agreed to as of the date first above written: WACHOVIA CAPITAL MARKETS, LLC FRIEDMAN, BILLINGS, RXXXXX & CO., INC. By: Wachovia Capital Markets, LLC, on behalf of the Representatives By: /s/ MXXX XXXXXX Mxxx Xxxxxx Title: Director for Wachovia For themselves and as Representatives of the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxxx Ropa Name: Xxxxxxx Ropa Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Director SCHEDULE Schedule I Underwriter Number of initial shares Initial Shares to be purchased Deutsche Bank Securities Option Shares, Underwriter Purchased if any Wachovia Capital Markets, LLC 1,500,000 225,000 Friedman, Billings, Rxxxxx & Co., Inc. 13,500,000 UBS Securities LLC 13,500,000 FBR Capital Markets 1,500,000 225,000 A.X. Xxxxxxx & Co. 900,000 JMP Securities LLC 900,000 XxxxxxSons, Inc. 800,000 120,000 Lxxx Mxxxx Xxxx Wxxxxx, Incorporated 800,000 120,000 Sxxxxx, Xxxxxxxx & Company, Incorporated 900,000 MLV & Co. LLC 300,000 400,000 60,000 Total 30,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES None. Sch. II-1 SCHEDULE III Xxxxx X. Xxxxxxxx5,000,000 750,000

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. If the foregoing correctly sets forth the understanding among the CompanyIssuer, the Operating Partnership Guarantors and the UnderwritersRepresentative, on behalf of the Initial Purchasers, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the CompanyIssuer, the Operating Partnership Guarantors and the UnderwritersInitial Purchasers. Very truly yours, NORTHSTAR REALTY EUROPE CORP. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President and General Counsel NORTHSTAR REALTY FINANCE CORP. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & and General Counsel NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp., its sole general partner By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & and General Counsel Accepted and agreed to as of asof the date first above written, :DEUTSCHE BANK SECURITIES INC.Acting on behalf of themselves itself and as representative of the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK SECURITIES INC. Initial Purchasers By: /s/ Xxxxxxxx Xxxxx Xxxx Stowell_____ Name: Xxxxxxxx Xxxxx Xxxx Xxxxxxx Title: Director ByManaging DirectorBy: /s/ Xxxxxx Xxx Faiz Khan_______ Name: Xxxxxx Xxx Xxxx Xxxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxxx Ropa Name: Xxxxxxx Ropa Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Director SCHEDULE I Underwriter Number Initial Purchasers Aggregate Principal Amount of initial shares Firm Securities to be purchased Purchased Deutsche Bank Securities Inc. 13,500,000 UBS Securities LLC 13,500,000 FBR Capital Xxxxx Fargo Securities, LLCCitigroup Global Markets & Co. 900,000 JMP Securities LLC 900,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 900,000 MLV & Co. LLC 300,000 Inc. $210,000,000$60,000,000$30,000,000 Total 30,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES None. Sch. II-1 SCHEDULE III Xxxxx X. Xxxxxxxx$300,000,000

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership and the Underwriters. Very truly yours, NORTHSTAR REALTY FINANCE CORP. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & President, General Counsel & Secretary NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp., its sole general partner By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & President, General Counsel & Secretary Accepted and agreed to as of the date first above written, on behalf of themselves and the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxx Xxxxx Xxxx Xxxxxx Name: Xxxxxxxx Xxxxx Xxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxx Xxx Xxxxx Xxxxxxxxxx Name: Xxxxxx Xxx Xxxxx Xxxxxxxxxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director By: /s/ Xxxxxxx Ropa Name: Xxxxxxx Ropa Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Director [Underwriting Agreement — NorthStar Realty Finance Corp. (May 2014 Common Stock Offering)] SCHEDULE I Underwriter Number of initial shares to be purchased Deutsche Bank Securities Inc. 13,500,000 7,500,000 UBS Securities LLC 13,500,000 7,500,000 Citigroup Global Markets Inc. 6,000,000 Xxxxxx Xxxxxxx & Co. LLC 2,100,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 1,200,000 Barclays Capital Inc. 1,200,000 Credit Suisse Securities (USA) LLC 1,200,000 X.X. Xxxxxx Securities LLC 1,200,000 FBR Capital Markets & Co. 900,000 600,000 JMP Securities LLC 900,000 Xxxxxx600,000 Xxxxx, Xxxxxxxx & CompanyXxxxx, Incorporated 900,000 Inc. 600,000 MLV & Co. LLC 300,000 Total 30,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES None. Sch. II-1 SCHEDULE III Xxxxx X. Xxxxxxxx

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership and the Underwriters. Very truly yours, NORTHSTAR REALTY FINANCE CORP. RAIT FINANCIAL TRUST By:_/s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Financial Officer & Treasurer RAIT PARTNERSHIP, L.P. By: RAIT General, Inc. Its: General Partner By: :_/s/ Xxxx X. Xxxxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & General Counsel NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp., its sole general partner By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & General Counsel Authorized Signatory Accepted and agreed to as of the date first above written: FRIEDMAN, on behalf of BILLINGS, XXXXXX & CO., INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Senior Managing Director BEAR, XXXXXXX & CO. INC. By: /s/ Xxxxxxx Parish Name: Xxxxxxx Parish Title: Senior Managing Director For themselves and as Representatives of the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxxx Ropa Name: Xxxxxxx Ropa Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Director SCHEDULE Schedule I Underwriter Number of initial shares Initial Underwriter Shares to be purchased Deutsche Bank Securities Purchased Friedman, Billings, Xxxxxx & Co., Inc. 13,500,000 3,825,000 Bear, Xxxxxxx & Co., Inc. 3,125,000 UBS Securities LLC 13,500,000 FBR 1,000,000 RBC Capital Markets & Co. 900,000 JMP Securities LLC 900,000 Corporation 675,000 KeyBanc Capital Markets, a division of McDonald Investments Inc. 575,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 900,000 MLV & Co. 575,000 BMO Capital Markets Corp. 225,000 Total 10,000,000 Schedule II Issuer Free Writing Prospectuses Schedule III Subsidiaries RAIT General, Inc., a Maryland corporation RAIT Limited, Inc., a Maryland corporation RAIT Partnership, L.P., a Delaware limited partnership Taberna Realty Finance Trust, a Maryland corporation RAIT 175 Remsen, LLC, a Delaware limited liability company RAIT-401 Michigan, LLC, a Delaware limited liability company RAIT 500 Michigan, LLC, a Delaware limited liability company RAIT Amarillo, LLC, a Delaware limited liability company RAIT Asset Holdings, LLC, a Delaware limited liability company RAIT Atria, LLC, a Delaware limited liability company XXXX Xxxxxx Lakes, LLC, a Delaware limited liability company RAIT Broadstone, Inc., a Delaware corporation RAIT Xxxxxxx, LLC, a Delaware limited liability company RAIT Capital Corp., a Delaware corporation RAIT Cornerstone, LLC, a Delaware limited liability company RAIT CRE CDO I, Ltd., a Cayman Island exempted company RAIT Emerald Pointe, Inc., a Delaware corporation RAIT Firehouse, LLC, a Delaware limited liability company RAIT Lincoln Court, LLC, a Delaware limited liability company RAIT XxXxxxxx, LLC, a Delaware limited liability company RAIT North Park, LLC, a Delaware limited liability company RAIT Old Town, LLC, a Delaware limited liability company RAIT Preferred Holdings I, LLC, a Delaware limited liability company RAIT Xxxxxx Plaza, LLC, a Delaware limited liability company RAIT Rohrerstown, L.P., a Pennsylvania limited partnership RAIT SAAR Company, LLC, a Delaware limited liability company RAIT Towne Square, LLC, a Delaware limited liability company RAIT Wauwatosa, LLC, a Delaware limited liability company REM-Cherry Hill, LLC, a New Jersey limited liability company REM-Willow Grove, L.P., a Pennsylvania limited partnership REM-Willow Grove, Inc., a Pennsylvania corporation Taberna Securities, LLC 300,000 Total 30,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES None. Sch. II-1 SCHEDULE III – Delaware limited liability company Taberna Capital Management, LLC – Delaware limited liability company Taberna Capital (Bermuda) Ltd – Bermuda limited company Taberna Loan Holdings I, LLC – Delaware limited liability company Taberna Loan Holdings II, LLC – Delaware limited liability company Taberna Equity Funding, Ltd – Cayman Island exempted company Taberna Realty Holdings Trust – Maryland business trust Taberna Funding LLC – Delaware limited liability company Taberna Preferred Funding II, Ltd – Cayman Island exempted company Taberna Preferred Funding III, Ltd – Cayman Island exempted company Taberna Preferred Funding IV, Ltd – Cayman Island exempted company Taberna Preferred Funding V, Ltd – Cayman Island exempted company Taberna Preferred Funding VI, Ltd – Cayman Island exempted company Taberna Preferred Funding VII, Ltd – Cayman Island exempted company Taberna Real Estate CDO I, Ltd. – Cayman Island exempted company Xxxxxxx Xxxxx X. XxxxxxxxMortgage Investors Trust, Series 2005-A9 – Delaware statutory trust Citigroup Mortgage Loan Trust 2005-11 – Delaware statutory trust CWABS Trust 2005 HYB9 – Delaware statutory trust Bear Xxxxxxx ARM Trust 2005-7 – Delaware statutory trust Bear Xxxxxxx ARM Trust 2005-9 (QRS) – Delaware statutory trust Schedule IV Minority Interests and Other Subsidiaries Inactive or No Asset Subsidiaries 0000 Xxxxxxxxx Xxxxxxxxx, LLC, a Delaware limited liability company OSEB GP, Inc., a Delaware corporation RAIT Advisors, Inc., a Delaware corporation RAIT Carter Oak, LLC, a Delaware limited liability company RAIT CRE CDO I, LLC, a Delaware limited liability company RAIT Eastfield, LLC, a Delaware limited liability company RAIT Executive Boulevard, LLC, a Delaware limited liability company RAIT Executive Mews Manager I, Inc., a Delaware corporation RAIT Executive Mews Manager II, Inc., a Delaware corporation RAIT Executive Mews Manager III, Inc., a Delaware corporation RAIT Finance I, LLC, a Delaware limited liability company RAIT Highland Club, Inc., a Delaware corporation RAIT Highland Club, LLC, a Delaware limited liability company RAIT Milwaukee, LLC, a Delaware limited liability company RAIT Xxxxx Key Manager, Inc., a Delaware corporation Taberna Preferred Funding II, Inc., a Delaware corporation Taberna Preferred Funding III, Inc., a Delaware corporation Taberna Preferred Funding IV, Inc., a Delaware corporation Taberna Preferred Funding V, Inc., a Delaware corporation Taberna Preferred Funding VI, Inc., a Delaware corporation Taberna Preferred Funding VII, Inc., a Delaware corporation Taberna Securities (UK), Ltd – UK limited company Minority Interests 000 Xxxx Xxxxxx Associates (25% partnership interest) 000 Xxxxxxx Xxxxxx Investors LLC (Preferred capital membership interest) Amarillo Dunhill, LLC (Class A membership interest) Xxxxxx Lakes Member, LLC (Class B membership interest) Broadstone I Partner, LLC (Class B membership interest) Xxxxxxx-Xxxxxxx, LLC (3% membership interest) Chestnut Street Properties I LLC (Class B membership interest) Cornerstone Member, LLC (Class B membership interest) Diversified Historic Investors III: Lincoln Court Apartments Trust (20% beneficiary) E Point Properties I, Ltd. (Class B Limited Partner) First Wyoming Plaza LLC (3% Class B membership interest) NP Dunhill, Ltd. (Class A membership interest) RAIT SLH, L.P. (11% limited partnership interest) RAIT Enterprises, LLC (16.67% membership interest) RAIT Ventures, LLC (30% membership interest) Xxxxxxxxxx Plaza Manager, Inc. (5% interest) SAAR Company L.L.C. (Class B membership interest) Treeline Boro Hall, LLC (Preferred capital membership interest) TS Dunhill, Ltd. (Class A membership interest) Wauwatosa Reserve Partners I LLC (.01% Class B membership interest) Xxxxxx-401 RAIT, L.L.C. (Class B membership interest) Xxxxxx-500 RAIT, L.L.C. Annex I

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership Guarantors and the UnderwritersRepresentatives, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership Guarantors and the UnderwritersInitial Purchasers. Very truly yours, NORTHSTAR REALTY FINANCE CORP. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & General Counsel NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp., its sole general partner By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxxxx Xxxxx Title: Executive Vice Co-President & General Counsel Chief Operating Officer NORTHSTAR REALTY FINANCE CORP. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Co-President & Chief Operating Officer NRFC SUB-REIT CORP. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Co-President & Chief Operating Officer Accepted and agreed to as of the date first above written, : CITIGROUP GLOBAL MARKETS INC. UBS SECURITIES LLC Acting on behalf of themselves and as representatives of the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK SECURITIES Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxxx Xxxxxx Xxxxx Name: Xxxxxxxx Xxxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxxx Ropa Xxxx Xxxxxx Name: Xxxxxxx Ropa Xxxx Xxxxxx Title: Managing Director By: /s/ Xxxx Xxxxx Xxx Xxxxxxx Name: Xxxx Xxxxx Xxx Xxxxxxx Title: Associate Director SCHEDULE I Underwriter Number Initial Purchasers Aggregate Principal Amount of initial shares Firm Securities to be purchased Purchased Citigroup Global Markets Inc. $ 26,250,000 UBS Securities LLC $ 15,000,000 Xxxxx Fargo Securities, LLC $ 15,000,000 Deutsche Bank Securities Inc. 13,500,000 UBS $ 15,000,000 JMP Securities LLC 13,500,000 $ 2,250,000 FBR Capital Markets & Co. 900,000 JMP Securities LLC 900,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 900,000 MLV & Co. LLC 300,000 $ 1,500,000 Total 30,000,000 $ 75,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES None. Sch. II-1 Aggregate Principal Amount of Option Securities Available for Purchase $ 11,250,000 SCHEDULE III Xxxxx X. Xxxxxxxx

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership Guarantors and the UnderwritersRepresentative, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership Guarantors and the UnderwritersInitial Purchasers. Very truly yours, NORTHSTAR REALTY FINANCE CORP. LIMITED PARTNERSHIP By: /s/ NorthStar Realty Finance Corp., its sole general partner By: /s/Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & General Counsel NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP CORP. By: NorthStar Realty Finance Corp., its sole general partner /s/Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & General Counsel NRFC SUB-REIT CORP. By: /s/ /s/Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & General Counsel Accepted and agreed to as of the date first above written, on behalf of themselves and the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES LLC Acting on behalf of itself and as representative of the several Initial Purchasers By: /s/ Xxxxxxx Ropa Xxxxxxx Name: Xxxxxxx Ropa Xxxxxxx Title: Managing Director By: /s/ Xxxx Xxxxx Xxxxxxx Name: Xxxx Xxxxx Xxxxxxx Title: Associate Director SCHEDULE I Underwriter Number Initial Purchasers Aggregate Principal Amount of initial shares Firm Securities to be purchased Purchased Deutsche Bank Securities Inc. 13,500,000 $ 115,200,000 Citigroup Global Markets Inc. $ 57,600,000 UBS Securities LLC 13,500,000 $ 57,600,000 Barclays Capital Inc. $ 28,800,000 X.X. Xxxxxx Securities LLC $ 28,800,000 FBR Capital Markets & Co. 900,000 JMP Securities LLC 900,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 900,000 MLV & Co. LLC 300,000 $ 12,000,000 Total 30,000,000 $ 300,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES None. Sch. II-1 Aggregate Principal Amount of Option Securities Available for Purchase $ 45,000,000 SCHEDULE III Xxxxx X. Xxxxxxxx

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership and the Underwriters. Very truly yours, NORTHSTAR REALTY FINANCE CORP. By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxxxx Xxxxx Title: Executive Vice Co-President & General Counsel Chief Operating Officer NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp., its sole general partner By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxxxx Xxxxx Title: Executive Vice Co-President & General Counsel Chief Operating Officer Accepted and agreed to as of the date first above written, on behalf of themselves and the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxx Xxxxx Xxxxxxx Name: Xxxxxxxx Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxxx Ropa Xxxx Xxxxx Name: Xxxxxxx Ropa Xxxx Xxxxx Title: Managing Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Director SCHEDULE I Underwriter Number of initial shares to be purchased Deutsche Bank Securities Inc. 13,500,000 11,875,000 UBS Securities LLC 13,500,000 11,875,000 FBR Capital Markets & Co. 900,000 625,000 JMP Securities LLC 900,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 900,000 MLV & Co. LLC 300,000 625,000 Total 30,000,000 25,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES None. Sch. II-1 SCHEDULE III Xxxxx X. Xxxxxxxx

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership and the Underwriters. Very truly yours, NORTHSTAR REALTY FINANCE CORP. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & and General Counsel NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp., its sole general partner By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & and General Counsel Accepted and agreed to as of the date first above written, on behalf of themselves and the other several other Underwriters named names on Schedule I hereto: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxxx Ropa Xxxxxx Name: Xxxxxxx Ropa Xxxxxx Title: Managing Director Debt Capital Markets By: /s/ Xxxx Xxxxx /s/Xxxxxxxxxxx Xxxxxxxx Name: Xxxx Xxxxx Xxxxxxxxxxx Xxxxxxxx Title: Associate Director UBS Securities LLC CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director, Real Estate Investment Banking SCHEDULE I Underwriter Underwriters Number of initial shares Initial Shares to be purchased Purchased UBS Securities LLC 1,700,000 Citigroup Global Markets Inc. 1,700,000 Barclays Capital Inc. 400,000 Deutsche Bank Securities Inc. 13,500,000 UBS Securities LLC 13,500,000 FBR Capital Markets & Co. 900,000 JMP Securities LLC 900,000 400,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 900,000 400,000 MLV & Co. LLC 300,000 150,000 Sterne, Agee & Xxxxx, Inc. 150,000 JMP Securities LLC 100,000 Total 30,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES None. Sch. II-1 SCHEDULE III Xxxxx X. Xxxxxxxx5,000,000

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. [signatures on next page] If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership and the Underwriters. Very truly yours, NORTHSTAR REALTY FINANCE CORPASHFORD HOSPITALITY TRUST, INC. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & Chief Operating Officer and General Counsel NORTHSTAR REALTY FINANCE ASHFORD HOSPITALITY LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp.Ashford OP General Partner LLC, its sole general partner By: /s/ Xxxxxx X. Xxxxxxxxx Ashford Hospitality Trust, Inc., its sole member By: Name: Xxxxx X. Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & Chief Operating Officer and General Counsel Accepted and agreed to CONFIRMED AND ACCEPTED, as of the date first above written, on behalf of themselves and the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxxx Ropa Name: Xxxxxxx Ropa Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Director SCHEDULE Schedule I Underwriter Number of initial shares Shares to be purchased Purchased Deutsche Bank Securities Inc. 13,500,000 UBS 7,500,000 Schedule II Each Subsidiary that is a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X is identified with an asterisk. Ashford Hospitality Trust, Inc. 9181-3543 Quebec Inc. AH Hotel GP LLC AH Hotel Partners LP AH Tenant Corporation Annapolis Maryland Hotel Limited Partnership Annapolis Hotel GP LLC Xxxxxxx 0000 XX LLC Ashford Alpharetta Limited Partnership Ashford Anaheim GP LLC Ashford Anaheim XX Xxxxxxx Anchorage GP LLC Ashford Anchorage XX Xxxxxxx Atlanta Buckhead XX Xxxxxxx Atlanta Perimeter XX Xxxxxxx Atlantic Beach XX Xxxxxxx Austin XX Xxxxxxx Basking Ridge XX Xxxxxxx Birmingham XX Xxxxxxx Bloomington XX Xxxxxxx Bridgewater Hotel Partnership, XX Xxxxxxx Bucks County LLC Ashford Buena Vista LP Xxxxxxx Xxxxxx I XX Xxxxxxx Xxxxxx XX XX Xxxxxxx BWI Airport XX Xxxxxxx Canada Nominee Corporation Ashford Canada Trust Ashford Centerville Limited Partnership Xxxxxxx Xxxxxxxxx Limited Partnership Ashford Chicago O’Xxxx XX LLC Xxxxxxx Chicago O’Xxxx XX Xxxxxxx XX GP LLC Xxxxxxx XX Partners XX Xxxxxxx Columbus XX Xxxxxxx Coral Gables XX Xxxxxxx Credit Holding LLC * Xxxxxxx Xxxxxxx City GP LLC Xxxxxxx Xxxxxxx City Limited Partnership Xxxxxxx Xxxxxxx City Partners LP Xxxxxxx Xxxxxxx Gateway GP LLC Xxxxxxx Xxxxxxx Gateway LP * Ashford Dallas XX Xxxxxxx Xxxxxxxx XX LLC Xxxxxxx Xxxxxx XX Xxxxxxx Xxxxxx I LLC Xxxxxxx Xxxxxx II LLC Xxxxxxx Xxxxxx XX Xxxxxxx Evansville I XX Xxxxxxx Evansville III XX Xxxxxxx Falls Church Limited Partnership Ashford Finance Subsidiary I General Partner LLC Ashford Flagstaff XX Xxxxxxx Ft. Lauderdale Weston I LLC Ashford Ft. Lauderdale Xxxxxx XX LLC Xxxxxxx Ft. Lauderdale Weston III LLC Ashford Gaithersburg Limited Partnership Ashford Gateway TRS Corporation Ashford GCH Beverage, Inc. Ashford Hawthorne XX Xxxxxxx HHC LLC Ashford HHC II LLC Ashford HHC III LLC Ashford HHC Partners LP * Ashford HHC Partners II LP * Ashford HHC Partners III LP * Ashford HI Beverage, Inc. Ashford Holtsville XX Xxxxxxx Hospitality Finance Albuquerque General Partner LLC Ashford Hospitality Finance Albuquerque XX Xxxxxxx Hospitality Finance California General Partner LLC Ashford Hospitality Finance General Partner LLC Ashford Hospitality Finance LP * Ashford Hospitality Finance La Jolla XX Xxxxxxx Hospitality Limited Partnership * Ashford Hospitality Servicing LLC Ashford IHC, LLC Ashford IHC Partners LP * Ashford Investment Management GP LLC Ashford Investment Management XX Xxxxxxx Irvine Spectrum Foothill Ranch Limited Partnership Ashford Jacksonville I XX Xxxxxxx Jacksonville II XX Xxxxxxx Jacksonville III GP LLC Ashford Jacksonville III XX Xxxxxxx Jacksonville IV GP LLC Ashford Jacksonville IV XX Xxxxxxx Kansas City XX Xxxxxxx Kennesaw I XX Xxxxxxx Kennesaw II XX Xxxxxxx Las Vegas XX Xxxxxxx Laundry LLC Ashford Lawrenceville LP Xxxxxxx Xxx Vista GP LLC Xxxxxxx Xxx Vista Partners XX Xxxxxxx LLB C-Hotel Management, XX Xxxxxxx LLB F-Inn Management XX Xxxxxxx LLB SHS Management XX Xxxxxxx LMND LLC Ashford Louisville XX Xxxxxxx XX Xxxxxx Center XX Xxxxxxx Manhattan Beach XX Xxxxxxx Market Center XX Xxxxxxx Mezz Borrower LLC * Ashford Minneapolis Airport GP LLC Ashford Minneapolis Airport LP Xxxxxxx Xxxx Mesa San Diego Limited Partnership Ashford Mobile XX Xxxxxxx MV San Diego GP LLC Xxxxxxx XX San Diego XX Xxxxxxx Newark XX Xxxxxxx Oakland XX Xxxxxxx OP General Partner LLC * Ashford OP Limited Partner LLC * Xxxxxxx Xxxxxxx Sea World Limited Partnership Ashford Overland Park Limited Partnership Ashford PH GP LLC Ashford PH Partners XX Xxxxxxx Philadelphia Annex LLC Ashford Philly GP LLC Ashford Philly XX Xxxxxxx Phoenix Airport XX Xxxxxxx Plano-C XX Xxxxxxx Plano-M XX Xxxxxxx Plano-R XX Xxxxxxx Plymouth Meeting XX Xxxxxxx Pool I GP LLC Ashford Pool II GP LLC Ashford Properties General Partner LLC Ashford Properties General Partner Sub III LLC Ashford Raleigh Limited Partnership Ashford Richmond LP Xxxxxxx Xxxx Palm Desert I Limited Partnership Ashford Salt Lake Limited Partnership Ashford San Francisco GP LLC Ashford San Francisco XX Xxxxxxx San Xxxxxxxxx XX XX Xxxxxxx San Xxxx XX Xxxxxxx Santa Xxxxx GP LLC Ashford Santa Xxxxx Partners XX Xxxxxxx Santa Fe XX Xxxxxxx Sapphire Acquisition LLC Ashford Sapphire GP LLC Ashford Sapphire I GP LLC Ashford Sapphire II GP LLC Ashford Sapphire III GP LLC Ashford Sapphire V GP LLC Ashford Sapphire VI GP LLC Ashford Sapphire VII GP LLC Ashford Sapphire Junior Holder I LLC * Ashford Sapphire Xxxxxx Xxxxxx XX LLC Xxxxxxx Sapphire Junior Mezz I LLC * Ashford Sapphire Junior Mezz II LLC Ashford Sapphire Senior Mezz I LLC * Ashford Sapphire Senior Mezz II LLC Ashford Scottsdale XX Xxxxxxx Seattle Downtown XX Xxxxxxx Seattle Waterfront XX Xxxxxxx Senior General Partner LLC Ashford Senior General Partner I LLC Ashford Senior General Partner II LLC Ashford Senior General Partner III LLC Ashford Senior General Partner IV LLC Ashford Syracuse XX Xxxxxxx Tampa International Hotel XX Xxxxxxx Terre Haute XX Xxxxxxx Xxxxxx Lakes XX Xxxxxxx Torrance XX Xxxxxxx TRS Anaheim LLC Ashford TRS Canada Corporation Ashford TRS Chicago LLC Ashford TRS CM LLC Ashford TRS Corporation * Ashford TRS Crystal City LLC Ashford TRS I LLC Ashford TRS III LLC Ashford TRS V LLC Ashford TRS VI Corporation * Ashford TRS Jacksonville III LLC Ashford TRS Jacksonville IV LLC Ashford TRS Xxx Vista LLC Ashford TRS Lessee LLC Ashford TRS Lessee I LLC Ashford TRS Lessee II LLC Ashford TRS Lessee III LLC Ashford TRS Lessee IV LLC Ashford TRS Nickel LLC Ashford TRS PH LLC Ashford TRS Pool I LLC Ashford TRS Pool II LLC Ashford TRS San Francisco LLC Ashford TRS Sapphire GP LLC Ashford TRS Sapphire LLC Ashford TRS Sapphire I LLC Ashford TRS Sapphire II LLC Ashford TRS Sapphire III LLC Ashford TRS Sapphire V LLC Ashford TRS Sapphire VI LLC Ashford TRS Sapphire VII LLC Ashford TRS Santa Xxxxx LLC Xxxxxxx Walnut Creek GP LLC Ashford Walnut Creek LP Bucks County Member LLC CC2 Tree Tenant Corp CHH Capital Hotel GP LLC CHH Capital Hotel Partners LP * CHH Capital Tenant Corp CHH Crystal City Hotel GP, LLC CHH Crystal City Hotel LP CHH Dallas Parent, LLC CHH Dallas Partnership LP CHH III Tenant Parent Corp CHH Xxx Vista Hotel GP, LLC CHH Xxx Vista Hotel LP CHH Rye Town Hotel GP LLC CHH Rye Town Hotel LP CHH Santa Xxxxx Hotel GP LLC CHH Santa Xxxxx Hotel LP CHH Xxxxxx Xxxxx Hotel GP LLC CHH Xxxxxx Xxxxx Hotel Partners LP CHH Xxxxxx Xxxxx Tenant Corp CHH Tucson Parent LLC CHH Tucson Partnership LP CIH Galleria Parent LLC CM Hotel GP LLC CM Hotel Partners LP Commack New York Hotel Limited Partnership Coral Gables Florida Hotel Limited Partnership Crystal City Tenant Corp CY-CIH Manchester Parent LLC CY Manchester Hotel Partners LP CY Manchester Tenant Corp Dallas Texas Hotel Limited Partnership DLC 2 Tree Tenant Corp Dearborn Hotel Partners XX Xxxxxxxx Tenant Corp EC Tenant Corp FL/NY GP LLC Galleria Hotel Partners LP (f/k/a HI Galleria Hotel Partners LP) Galleria Tenant Corporation Xxxxxxx Xxxxx Hotel Limited Partnership HMA Hotel GP LLC HMA Hotel Partners LP Hyannis Massachusetts Hotel Limited Partnership Key West Florida Hotel Limited Partnership Key West Hotel GP LLC Xxx Vista Tenant Corp Minnetonka Hotel GP LLC Minnetonka Minnesota Hotel Limited Partnership New Xxxxxxx Hills GP LLC New Xxxxxxx Hills Hotel Limited Partnership New Clear Lake GP LLC New Clear Lake Hotel Limited Partnership New Fort Tower I GP LLC New Fort Tower I Hotel Limited Partnership New Fort Tower II GP LLC New Fort Tower II Hotel Limited Partnership New Houston GP LLC New Houston Hotel Limited Partnership New Indianapolis Airport Hotel Limited Partnership New Indianapolis Downtown GP LLC New Indianapolis Downtown Hotel Limited Partnership New Milford Hotel Limited Partnership Palm Beach Florida Hotel and Office Building Limited Partnership Palm Beach GP LLC PH Hotel GP LLC PH Hotel Partners LP XXX Xxxxxxx Subsidiary I LLC XXX Xxxxxxx Subsidiary II LLC XXX Xxxxxxx Subsidiary III LLC XXX Xxxxxxx Venture I LLC XXX Xxxxxxx Venture II LLC RFS SPE 2000 LLC RI-CIH Manchester Parent LLC RI Manchester Hotel Partners LP RI Manchester Tenant Corporation Ruby Senior General Partner I LLC Ruby Senior General Partner II LLC Ruby Senior General Partner III LLC Rye Town Tenant Corp Santa Xxxxx Tenant Corp South Yarmouth Massachusetts Hotel Limited Partnership St. Petersburg Florida Hotel Limited Partnership St Petersburg GP LLC Westbury New York Hotel Limited Partnership Schedule III ASHFORD HOSPITALITY TRUST, INC. Issuer: Ashford Hospitality Trust, Inc. Symbol: NYSE: AHT Size: $72,375,000 Price to public: $9.65 per share Shares offered: 7,500,000 shares of Common Stock (par value $.01 per share) (excluding over-allotment option) Over-allotment option: 1,125,000 shares Trade date: December 14, 2010 Closing Date: December 17, 2010 Schedule IV None. Exhibit A December 13, 2010 DEUTSCHE BANK SECURITIES INC. as Representative of the several Underwriters to be named in the within-mentioned Underwriting Agreement 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Proposed Public Offering by Ashford Hospitality Trust, Inc. Dear Sirs: The undersigned, an officer and/or director of Ashford Hospitality Trust, Inc., a Maryland corporation (the “Company”), understands that Deutsche Bank Securities LLC 13,500,000 FBR Capital Markets & Co. 900,000 JMP Securities LLC 900,000 XxxxxxInc. (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and Ashford Hospitality Limited Partnership, Xxxxxxxx & a Delaware limited partnership (the “Operating Partnership”), providing for the public offering of shares of the Company’s common stock, par value $.01 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as an officer and/or director of the Company, Incorporated 900,000 MLV & Co. LLC 300,000 Total 30,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES Noneand for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during a period of 45 days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representative, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the purchase or sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, including units of limited partnership interest in the Operating Partnership, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, or make any demand or exercise any right with respect to the filing of, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing (collectively, the “Lock-Up Securities”), or to otherwise participate as a selling securityholder in any manner in any registration effected by the Company under the Securities Act, including the registration statement related to the Underwriting Agreement, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap, agreement or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Sch[Include in the agreement with the executive officer previously identified to the Representative: The foregoing restrictions shall not apply to a sale of Common Stock pursuant to a written trading plan in effect before the date hereof that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) of the Securities Exchange Act of 1934, as amended.] [Include in the agreement with the director previously identified to the Representative: The foregoing restrictions shall not apply to a sale of up to 100,000 shares of Common Stock received or to be received pursuant to a notice of redemption delivered before the date hereof in respect of an equal number of units of common limited partnership interest in the Operating Partnership.] Notwithstanding the foregoing, if (x) during the last 17 days of the 45-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (y) prior to the expiration of the 45-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 45-day period; then in each case the restrictions imposed in this Letter Agreement shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the occurrence of the material news or material event. II-1 SCHEDULE III Xxxxx X. XxxxxxxxIf the Underwriting Agreement shall terminate prior to payment for and delivery of the Shares, the Representative will release the undersigned from the obligations under this letter agreement. Very truly yours, Signature: Print Name:

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership and the Underwriters. Very truly yours, NORTHSTAR REALTY FINANCE CORP. GMH COMMUNITIES TRUST By: /s/ Xxxxxx XXXX X. Xxxxxxxxx XXXXXXXX, XX. Name: Xxxxxx Xxxx X. Xxxxxxxxx Xxxxxxxx, Xx. Title: President and Chief Executive Vice President & General Counsel NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP Officer GMH COMMUNITIES, L.P. By: NorthStar Realty Finance Corp.GMH Communities GP Trust, its sole general partner By: /s/ Xxxxxx XXXX X. Xxxxxxxxx XXXXXXXX, XX. Name: Xxxxxx Xxxx X. Xxxxxxxxx Xxxxxxxx, Xx. Title: Executive Vice President & General Counsel Managing Trustee Accepted and agreed to for themselves and as representatives of the several underwriters listed on Schedule 1 hereto as of the date first above written, on behalf of themselves and the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS BANC OF AMERICA SECURITIES LLC By: /s/ M. XXXXXXX XXXXX Name: M. Xxxxxxx Ropa Xxxxx Title: Managing Director, Equity Capital Markets XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx Ropa X. Xxxxxx Title: Managing Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Director SCHEDULE Schedule I Underwriter Number of initial shares Initial Underwriter Shares to be purchased Deutsche Bank Securities Inc. 13,500,000 UBS Purchased Banc of America Securities LLC 13,500,000 FBR Capital Markets 2,754,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, Incorporated 2,754,000 Xxxxxx Xxxxxxx & Co. 900,000 JMP Securities Incorporated 931,500 Wachovia Capital Markets, LLC 900,000 Xxxxxx931,500 Xxxxxxx Xxxxx & Associates, Xxxxxxxx Inc. 729,000 Total 8,100,000 EXHIBIT A OPINION MATTERS FOR XXXXXX, XXXXX & Company, Incorporated 900,000 MLV & Co. LLC 300,000 Total 30,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES None. Sch. II-1 SCHEDULE III Xxxxx X. XxxxxxxxBOCKIUS LLP

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership Partnership, the Advisor and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership Partnership, the Advisor and the Underwriters. Very truly yours, NORTHSTAR REALTY FINANCE CORPASHFORD HOSPITALITY TRUST, INC. By: /s/ Xxxxx X. Xxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & Chief Operating Officer, General Counsel NORTHSTAR REALTY FINANCE and Secretary ASHFORD HOSPITALITY LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp.Ashford OP General Partner LLC, its sole general partner By: Ashford Hospitality Trust, Inc., its sole member By: /s/ Xxxxx X. Xxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & and Secretary ASHFORD HOSPITALITY ADVISORS, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Operating Officer, General Counsel Accepted and agreed to Secretary CONFIRMED AND ACCEPTED, as of the date first above written, on behalf of : XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director UBS SECURITIES LLC By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Director By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Director For themselves and as Representatives of the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxxx Ropa Name: Xxxxxxx Ropa Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Director SCHEDULE Schedule I Underwriter Number of initial shares Shares to be purchased Purchased Xxxxxx Xxxxxxx & Co. LLC 2,670,000 UBS Securities LLC 2,670,000 Xxxxxx X. Xxxxx & Co. Incorporated 60,000 Canaccord Genuity Inc. 60,000 Credit Agricole Securities (USA) Inc. 60,000 Credit Suisse Securities (USA) LLC 60,000 Deutsche Bank Securities Inc. 13,500,000 UBS Securities LLC 13,500,000 60,000 FBR Capital Markets & Co. 900,000 60,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC 60,000 JMP Securities LLC 900,000 Xxxxxx60,000 KeyBanc Capital Markets Inc. 60,000 Sandler X’Xxxxx & Partners, Xxxxxxxx L.P. 60,000 Xxxxxxx Xxxxx & Company, Incorporated 900,000 MLV & Co. L.L.C. 60,000 Total 6,000,000 Schedule II Significant Subsidiaries Ashford OP Limited Partner LLC 300,000 Total 30,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES NoneAshford OP General Partner LLC Ashford Hospitality Limited Partnership Schedule III The Pricing Term Sheet set forth in Schedule IV to this Agreement. SchSchedule IV Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. II-1 SCHEDULE III Xxxxx X. Xxxxxxxx333-211837 October 13, 2016 Ashford Hospitality Trust, Inc. 7.375% Series G Cumulative Preferred Stock (Liquidation Preference $25.00 per share) Pricing Term Sheet October 13, 2016 Issuer: Ashford Hospitality Trust, Inc. Security: 7.375% Series G Cumulative Preferred Stock (the “Series G Preferred Stock”) Size: 6,000,000 shares (6,900,000 shares if the underwriters’ option to purchase additional shares is fully exercised)

Counterparts and Facsimile Signatures. This Agreement Guaranty may be signed by the parties in one or more counterparts, each of which shall constitute an original and all of which when taken together shall constitute one and the same agreement among agreement. Facsimile or scanned documents shall have the parties. A facsimile signature shall constitute same legal force and effect as an original signature and shall be treated as an original document for all evidentiary purposes. If Furthermore, this Guaranty may be signed electronically and a copy this Guaranty with e-signature of the foregoing correctly sets forth Guarantor shall have the understanding among same force and effect as the Company, the Operating Partnership and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership and the Underwritersoriginal. Very truly yours, NORTHSTAR REALTY FINANCE CORP. AGREED AND ACCEPTED: OWNER/GUARANTOR #1: OWNER/GUARANTOR #2: By: /s/ Xxxxxx X. Xxxxxxxxx JXXXX X XXXXXX By: Name: Xxxxxx X. Xxxxxxxxx JXXXX X XXXXXX Name: N/A SSN: [Intentionally Omitted] SSN: N/A OWNER/GUARANTOR #3: By: Name: N/A SSN: N/A CLOUDFUND LLC d/b/a SAMSON GROUP By: Name: Title: Executive Vice President & General Counsel NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP ByPage15 of 15 APPENDIX A ACH Authorization Form All information on this form is required unless otherwise noted. Business Authorized to Debit/Credit Account (the “Buyer”) Authorized Business Name: NorthStar Realty Finance Corp.CLOUDFUND LLC d/b/a SAMSON GROUP Authorized Business Phone Number: 1-000-000-0000 Authorized Business Address: 400 Xxxxx Xxxx. Suite 165-101, Suffern, NY 10901 Business Information (the “Seller”): Business Name: MCA NEW BRAUNFELS OPERATING COMPANY LLC Business DBA: MCA NEW BRAUNFELS OPERATING COMPANY d/b/a MEMORY CARE OF NEW BRAUNFELS Business Phone: (000) 000-0000 Account Holder Address: 2022 TX 46 WEST, NXX XXXXXXXXX, XX 00000 Account Holder’s Bank Information: Name of Bank: SERVIS FIRST BANK *Please verify and Bank Routing Number: [Intentionally Omitted] Complete any missing Bank Account Number: [Intentionally Omitted] information Transaction Information: Amount of Transaction: $4,733.33 Effective Date: 9/28/2021 Rate of collection: Weekly Authorization: Pursuant to that certain Future Receipts Sale and Purchase Agreement dated 9/28/2021 between Buyer and Seller (the “Agreement”), Seller authorizes Buyer and/or Delta Bridge Funding LLC, it’s authorized agent, to electronically draft via the Automated Clearing House system up to the amount(s) indicated above from the account(s) identified above (the “Approved Bank Account”), and agrees to be bound by the ACH Rules as set forth by NACHA (The Electronic Payments Association). The Undersigned hereby certifies that they are duly authorized to execute this form on behalf of the above listed account holder and acknowledges that Seller is subject to a $35 reject fee if items are returned for insufficient funds. NOTE that this authorization is to remain in full force and effect until Buyer and/or Delta Bridge Funding LLC, it’s authorized agent, receives written notification from Seller of its sole general partner termination in such time and in such manner to afford Buyer a reasonable opportunity to act on it; provided, however, that revocation of this authorization prior to remittance of the balance under the Agreement may constitute a breach of the Agreement. FOR THE SELLER By: /s/ Xxxxxx X. Xxxxxxxxx JXXXX X XXXXXX Date: Sep 28, 2021 Name of Account Holder: JXXXX X XXXXXX Title of Account Holder: OWNER 5072455-397 EXHIBIT B ADDENDUM TO THE FUTURE RECEIVABLES SALE AND PURCHASE AGREEMENT AND GUARANTY This ADDENDUM TO THE FUTURE RECEIVABLES SALE AND PURCHASE AGREEMENT and GUARANTY (this “Addendum”), dated 9/28/2021, is entered into by and among SAMSON GROUP (“SXX”) and Business Legal Name: Xxxxxx X. Xxxxxxxxx TitleMCA NEW BRAUNFELS OPERATING COMPANY LLC D/B/A: Executive Vice President & General Counsel Accepted MCA NEW BRAUNFELS OPERATING COMPANY d/b/a MEMORY CARE OF NEW BRAUNFELS Address: 2022 TX 46 WEST, NXX XXXXXXXXX, XX 00000 Form of Business Entity: LLC EIN #: [Intentionally Omitted] (“Seller #1”); and agreed to as of the date first above written, on behalf of themselves and the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxx Xxxxx Business Legal Name: Xxxxxxxx Xxxxx TitleMEMORY CARE AT GOOD SHEPHERD LLC D/B/A: Director ByPCALF d/b/a MEMORY CARE AT GOOD SHEPHERD Address: /s/ Xxxxxx 8000 Xxxxxxx Xxxxx, Xxx Xxxxxxx, XX 00000 Form of Business Entity: LLC EIN #: [Intentionally Omitted] (“Seller #2”); and Business Legal Name: Xxxxxx MCA WXXXXXXX HILLS OPERATING LLC D/B/A: MCA WXXXXXXX HILLS OPERATING d/b/a MEMORY CARE OF WXXXXXXX HILLS d/b/a MCA WXXXXXXX HILLS OPERATING COMPANY LLC Address: 8000 Xxxxxxx Xxxxx, Xxx TitleXxxxxxx, XX 00000 Form of Business Entity: Managing Director UBS SECURITIES LLC ByEIN #: /s/ Xxxxxxx Ropa [Intentially Omitted] (“Seller #3”); and Business Legal Name: MCA SIMPSONVILLE OPERATING COMPANY LLC D/B/A: MCA SIMPSONVILLE OPERATING COMPANY Address: 8000 Xxxxxxx Ropa TitleXxxxx, Xxx Xxxxxxx, XX 00000 Form of Business Entity: Director ByLLC EIN #: /s/ Xxxx Xxxxx [Intentially Omitted] (“Seller #4”); and Business Legal Name: Xxxx Xxxxx TitleMEMORY CARE AMERICA LLC D/B/A: Associate Director SCHEDULE I Underwriter Number MEMORY CARE AMERICA Address: 8000 Xxxxxxx Xxxxx, Xxx Xxxxxxx, XX 00000 Form of initial shares to be purchased Deutsche Bank Securities Inc. 13,500,000 UBS Securities Business Entity: LLC 13,500,000 FBR Capital Markets & Co. 900,000 JMP Securities LLC 900,000 XxxxxxEIN #: [Intentially Omitted] (“Seller #5”); and Business Legal Name: ALLIED INTEGRAL UNITED INC D/B/A: ALLIED INTEGRAL UNITED d/b/a CLEARDAY d/b/a CLEARDAY CLUBS Address: 8000 Xxxxxxx Xxxxx, Xxxxxxxx & CompanyXXX XXXXXXX, Incorporated 900,000 MLV & Co. LLC 300,000 Total 30,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES None. Sch. II-1 SCHEDULE III Xxxxx X. XxxxxxxxXX 00000 Form of Business Entity: Corporation EIN #: [Intentially Omitted] (“Seller #6”).

Counterparts and Facsimile Signatures. This Agreement Guaranty may be signed by the parties in one or more counterparts, each of which shall constitute an original and all of which when taken together shall constitute one and the same agreement among agreement. Facsimile or scanned documents shall have the parties. A facsimile signature shall constitute same legal force and effect as an original signature and shall be treated as an original document for all evidentiary purposes. If Furthermore, this Guaranty may be signed electronically and a copy this Guaranty with e-signature of the foregoing correctly sets forth Guarantor shall have the understanding among same force and effect as the Company, the Operating Partnership and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership and the Underwritersoriginal. Very truly yours, NORTHSTAR REALTY FINANCE CORP. AGREED AND ACCEPTED: OWNER/GUARANTOR #1: OWNER/GUARANTOR #2: By: /s/ Xxxxxx X. Xxxxxxxxx CXXX XXXXXXXXX By: Name: Xxxxxx X. Xxxxxxxxx CXXX XXXXXXXXX Name: N/A SSN: [***] SSN: N/A OWNER/GUARANTOR #3: By: Name: N/A SSN: N/A CLOUDFUND LLC By: Name: Title: Executive Vice President & General Counsel NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP ByPage 15 of 15 APPENDIX A ACH Authorization Form All information on this form is required unless otherwise noted. Business Authorized to Debit/Credit Account (the “Buyer”) Authorized Business Name: NorthStar Realty Finance Corp.CLOUDFUND LLC Authorized Business Phone Number: 1-000-000-0000 Authorized Business Address: 400 Xxxxx Xxxx. Suite 100-000, Xxxxxxx, XX 00000 Business Information (the “Seller”): Business Name: FIRST PERSON INC Business DBA: FIRST PERSON d/b/a FIRST PERSON LTD Business Phone: [***] Account Holder Address: 3000 X XXXXXXX XXX, XXXXXXX, XX 00000 Account Holder’s Bank Information: Name of Bank: TXXXXX XXXXX BK, A DIV OF W ALLIANCE Bank Routing Number: [***] Bank Account Number: [***] Transaction Information: Amount of Transaction: $2,092.31 Effective Date: 12/19/2022 Rate of collection: Daily Authorization: Pursuant to that certain Future Receipts Sale and Purchase Agreement dated 12/19/2022 between Buyer and Seller (the “Agreement”), Seller authorizes Buyer and/or Delta Bridge Funding LLC, its sole general partner authorized agent, to electronically draft via the Automated Clearing House system up to the amount(s) indicated above from the account(s) identified above (the “Approved Bank Account”) on or after the Effective Date, and agrees to be bound by the ACH Rules as set forth by NACHA (The Electronic Payments Association). The Undersigned hereby certifies that they are duly authorized to execute this form on behalf of the above listed account holder. NOTE that this authorization is to remain in full force and effect until Buyer and/or Delta Bridge Funding LLC, its authorized agent, receives written notification from Seller of its termination in such time and in such manner to afford Buyer a reasonable opportunity to act on it; provided, however, that revocation of this authorization prior to remittance of the balance under the Agreement may constitute a breach of the Agreement. FOR THE SELLER By: /s/ Xxxxxx X. Xxxxxxxxx NameCXXX XXXXXXXXX Date: Xxxxxx X. Xxxxxxxxx TitleDec 19, 2022 Name of Account Holder: Executive Vice President & General Counsel Accepted and agreed to as CXXX XXXXXXXXX Title of the date first above written, on behalf of themselves and the several other Underwriters named on Schedule I heretoAccount Holder: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxxx Ropa Name: Xxxxxxx Ropa Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Director SCHEDULE I Underwriter Number of initial shares to be purchased Deutsche Bank Securities Inc. 13,500,000 UBS Securities LLC 13,500,000 FBR Capital Markets & Co. 900,000 JMP Securities LLC 900,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 900,000 MLV & Co. LLC 300,000 Total 30,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES None. Sch. II-1 SCHEDULE III Xxxxx X. XxxxxxxxOWNER

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. [Signatures page follows.] If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership Partnership, the Advisor and the UnderwritersUnderwriter, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership Partnership, the Advisor and the UnderwritersUnderwriter. Very truly yours, NORTHSTAR REALTY FINANCE CORPASHFORD HOSPITALITY TRUST, INC. By: /s/ Xxxxx X. Xxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & General Counsel NORTHSTAR REALTY FINANCE Chief Operating Officer ASHFORD HOSPITALITY LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp.Ashford OP General Partner LLC, its sole general partner By: Ashford Hospitality Trust, Inc., its sole member By: /s/ Xxxxx X. Xxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & General Counsel Accepted and agreed to Chief Operating Officer ASHFORD HOSPITALITY ADVISORS LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Operating Officer CONFIRMED AND ACCEPTED, as of the date first above written, on behalf of themselves and the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK SECURITIES INCBy: XXXXXX X. XXXXX & CO. INCORPORATED By: /s/ Xxxxxxxx Xxxxxxxxxx X. Xxxxx Name: Xxxxxxxx Authorized Signatory Xxxxxxxxxx X. Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES Vice President Signature Page to Underwriting Agreement Schedule I Subsidiaries Ashford OP Limited Partner LLC By: /s/ Ashford OP General Partner LLC Ashford Hospitality Limited Partnership Ashford TRS Corporation Xxxxxxx Ropa Name: Xxxxxxx Ropa Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Director SCHEDULE I Underwriter Number of initial shares to be purchased Deutsche Bank Securities Inc. 13,500,000 UBS Securities Gateway LP PIM Highland Holding LLC 13,500,000 FBR Capital Markets & Co. 900,000 JMP Securities LLC 900,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 900,000 MLV & Co. LLC 300,000 Total 30,000,000 SCHEDULE PIM Highland TRS Corporation Schedule II ISSUER FREE WRITING PROSPECTUSES Free Writing Prospectuses None. Sch. II-1 SCHEDULE III Xxxxx X. XxxxxxxxPricing Information

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, counterparts (including by facsimile or other standard form of electronic transmission) which together shall constitute one and the same agreement among the parties. A facsimile , and each such signature shall constitute an original signature for all purposespurposes hereof. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership Partnership, the Manager and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership Partnership, the Manager and the Underwriters. Very truly yours, NORTHSTAR REALTY FINANCE GREAT AJAX CORP. By: /s/ Xxxxxx X. Xxxxxxxxx Lxxxxxxx Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Lxxxxxxx Xxxxxxxxxx Title: Executive Vice President & General Counsel NORTHSTAR REALTY FINANCE LIMITED CEO GREAT AJAX OPERATING PARTNERSHIP By: NorthStar Realty Finance Corp., its sole general partner LP By: /s/ Xxxxxx X. Xxxxxxxxx Lxxxxxxx Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Lxxxxxxx Xxxxxxxxxx Title: Executive Vice President & General Counsel Manager THETIS ASSET MANAGEMENT LLC By: /s/ Lxxxxxxx Xxxxxxxxxx Name: Lxxxxxxx Xxxxxxxxxx Title: Manager Accepted and agreed to as of the date first above written: RXXXXXX JXXXX & ASSOCIATES, on behalf INC. By: /s/ Pxxxx Xxxxxxx Name: Pxxxx Xxxxxxx Title: Vice President For itself and as Representative of themselves and the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS JMP SECURITIES LLC By: /s/ Xxxxxxx Ropa Txxxxx Xxxxxx Name: Xxxxxxx Ropa Txxxxx Xxxxxx Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Director SCHEDULE COO, Investment Banking For itself and as Representative of the other Underwriters named on Schedule I Underwriter Number of initial shares to be purchased Deutsche Bank Securities Inc. 13,500,000 UBS Securities LLC 13,500,000 FBR Capital Markets & Co. 900,000 JMP Securities LLC 900,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 900,000 MLV & Co. LLC 300,000 Total 30,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES None. Sch. II-1 SCHEDULE III Xxxxx X. Xxxxxxxxhereto.

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership and the Underwriters. Very truly yours, NORTHSTAR REALTY FINANCE CORP. By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxxxx Xxxxx Title: Executive Vice President & General Counsel NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp., its sole general partner By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxxxx Xxxxx Title: Executive Vice President & General Counsel Accepted and agreed to as of the date first above written: WACHOVIA CAPITAL MARKETS, on behalf of themselves and the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxxx Ropa Name: Xxxxxxx Ropa Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Director For themselves and as Representative of the other Underwriters named on Schedule I hereto. SCHEDULE I Underwriter Underwriters Number of initial shares Initial Shares to be purchased Deutsche Bank Securities Purchased Wachovia Capital Markets, LLC 1,120,000 RBC Xxxx Xxxxxxxx Inc. 13,500,000 UBS Securities LLC 13,500,000 FBR Capital Markets & Co. 900,000 JMP Securities LLC 900,000 140,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 900,000 MLV & Co. LLC 300,000 140,000 Total 30,000,000 1,400,000 SCHEDULE II Number of Option Shares Available for Purchase 210,000 SCHEDULE III ISSUER FREE WRITING PROSPECTUSES NoneIssuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. Sch333-132890 May 17, 2007 NORTHSTAR REALTY FINANCE CORP. II-1 SCHEDULE III Xxxxx X. XxxxxxxxSERIES B CUMULATIVE REDEEMABLE PREFERRED STOCK Final Term Sheet Issuer: NorthStar Realty Finance Corp. Security: 8.25% Series B Cumulative Redeemable Preferred Stock CUSIP: 00000X000 Size: 1,400,000 shares Over-allotment option: 210,000 shares Type of security: SEC Registered—Registration Statement No. 333-132890; preliminary prospectus supplement dated May 16, 2007 Public offering price: $25.00 per share; $35,000,000 Underwriting discounts and commissions: $0.7875 per share; $1,102,500 total ($1,267,875 if over-allotment option is exercised in full) Proceeds to the Company, before expenses: $24.2125 per share; $33,897,500 total ($38,982,125 if over-allotment option is exercised in full) Expected net proceeds after deducting underwriting discounts and commissions and estimated transaction expenses payable by the Company: $33,697,500 ($38,782,125 if over-allotment option is exercised in full). Sole Bookrunner: Wachovia Capital Markets, LLC 1,120,000 shares Co-Managers: RBC Xxxx Xxxxxxxx Inc. 140,000 shares Xxxxxx, Xxxxxxxx & Company, Incorporated 140,000 shares Dividend rate: 8.25% per annum of the liquidation preference per annum; $2.0625 per annum per share, cumulative from May 15, 2007 (subject to the dividend rate step-up to 9.25% per annum as described in the prospectus supplement)

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. 35 If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Underwritersunderwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership and Company anti the Underwriters. Very truly yours, NORTHSTAR REALTY FINANCE CORPMIDWEST BANC HOLDINGS, INC. By: /s/ Xxxxxx Dxxxxx X. Xxxxxxxxx Xxxxxxx Name: Xxxxxx Dxxxxx X. Xxxxxxxxx Xxxxxxx Title: Executive Vice President & General Counsel NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp., its sole general partner By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & General Counsel and Chief Financial Officer Accepted and agreed to as of the date first above written: SXXXXX, on behalf XXXXXXXX & COMPANY, INCORPORATED FRIEDMAN, BILLINGS, RXXXXX & CO., INC. STERNE, AGEE & LXXXX, INC. HXXX BXXXXX HXXXXX & AXXXXX, INC. By: Sxxxxx, Xxxxxxxx & Company, Incorporated By: /s/ Pxxx X’Xxxxxx Name: Pxxx X’Xxxxxx Title: Managing Director For itself and as Representative of themselves and the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxxx Ropa Name: Xxxxxxx Ropa Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Director SCHEDULE Schedule I Underwriter Number of initial shares Initial Underwriter Shares to be purchased Deutsche Bank Securities Inc. 13,500,000 UBS Securities LLC 13,500,000 FBR Capital Markets & Co. 900,000 JMP Securities LLC 900,000 XxxxxxPurchased Sxxxxx, Xxxxxxxx & Company, Incorporated 900,000 MLV 750,000 Friedman, Billings, Rxxxxx & Co. LLC Co., Inc. 300,000 Stern, Agee & Lxxxx, Inc. 300,000 Hxxx Bxxxxx Hxxxxx & Axxxxx, Inc. 150,000 Total 30,000,000 SCHEDULE II 1,500,000 EXHIBIT A FORM OF FINAL TERM SHEET AND ISSUER FREE WRITING PROSPECTUSES NonePROSPECTUS Issuer Free Writing Prospectus Registration Statement No. Sch333-147295 Dated December 5, 2007 Filed Pursuant to Rule 433 of the Securities Act of 1933 FINAL TERM SHEET Midwest Banc Holdings, Inc. Depositary Shares each Representing 1/100th of a share of Series A Noncumulative Redeemable Convertible Perpetual Preferred Stock Issuer: Midwest Banc Holdings, Inc. (“Midwest”) Security: Depositary shares each representing 1/100th of a share of Series A Noncumulative Redeemable Convertible Perpetual Preferred Stock Shares Offered: 1,500,000 depositary shares Over-allotment Shares: 225,000 depositary shares Public Offering Price: $25.00 per depositary share; $37,500,000 total (not including over-allotment option) Listing: The depositary shares are proposed to be listed on the NASDAQ Global Market under the symbol “MBHIP” Underwriting Discounts and Commissions: $0.7875 per share; $1,181,250 total (not including over-allotment option) Proceeds to Midwest (before expenses): $24.2125 per share; $36,318,750 total (not including over-allotment option) Use of Proceeds: Midwest intends to use the net proceeds from this offering to contribute capital to its bank subsidiary, to repay a portion of its outstanding senior debt and for other general corporate purposes. II-1 SCHEDULE III Xxxxx X. XxxxxxxxSole Bookrunning Manager: Sxxxxx, Xxxxxxxx & Company, Incorporated Co-managers: Friedman, Billings, Rxxxxx & Co., Inc. Sterne, Agee & Lxxxx, Inc. Hxxx Bxxxxx Hxxxxx & Axxxxx Underwriting Allocation: Sxxxxx, Xxxxxxxx & Company, Incorporated 750,000 Friedman, Billings, Rxxxxx & Co., Inc. 300,000 Sterne, Agee & Lxxxx, Inc. 300,000 Hxxx Bxxxxx Hxxxxx & Axxxxx 150,000 Dividends: 7.75% per annum of the liquidation preference, which is initially equivalent to $1.937500 per year and $0.484375 per quarter per depositary share. Dividends are noncumulative and are payable if, when and as declared by Midwest’s board of directors. Dividend Payment Dates: Quarterly on the last day of March, June, September and December of each year (or if such day is not a business day, the next business day), commencing December 31, 2007. Dividends for the first dividend period ending December 31, 2007 will be for less than a full quarter. Conversion Price: Initially $15.00, which is equivalent to a 20.579% premium over $12.44 per share, the last reported sale price of Midwest’s common stock on December 4, 2007. This conversion price is also subject to anti-dilution adjustments upon the occurrence of certain events. Holder Conversion Rights: Depositary shares are convertible, at the option of the holder, at any time into the number of shares of Midwest’s common stock equal to $25.00 divided by the conversion price then in effect. Cash will be paid in lieu of issuing any fractional share interest. Issuer Conversion Option: Depositary shares are convertible, at the option of Midwest, on or the fifth anniversary of the issue date, into the number of shares of Midwest’s common stock equal to $25.00 divided by the conversion price then in effect. Midwest may only exercise this option if Midwest’s common stock price equals or exceeds 130% of the then prevailing conversion price for at least 20 trading days in a period of 30 consecutive trading days and Midwest has paid full dividends on the depositary shares for four consecutive quarters. Optional Redemption: Depositary shares are redeemable, at the option of Midwest, on or after the fifth anniversary of the issue date, for $25.00 per share, plus declared and unpaid dividends, if any, provided that the payment of dividends for prior periods has been approved by the Federal Reserve Board.

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership and the Underwriters. Very truly yours, NORTHSTAR REALTY FINANCE CORP. By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxxxx Xxxxx Title: Executive Vice Co-President & General Counsel and Chief Operating Officer NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp., its sole general partner By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxxxx Xxxxx Title: Executive Vice Co-President & General Counsel and Chief Operating Officer Accepted and agreed to as of the date first above written, on behalf of themselves and the other several other Underwriters named names on Schedule I hereto: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxxx Ropa Xxxxxx Name: Xxxxxxx Ropa Xxxxxx Title: Managing Director Debt Capital Markets By: /s/ Xxxx Xxxxxxx Xxxxx Name: Xxxx Xxxxxxx Xxxxx Title: Associate Director UBS Investment Bank CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director SCHEDULE I Underwriter Underwriters Number of initial shares Initial Shares to be purchased Purchased UBS Securities LLC 896,000 Citigroup Global Markets Inc. 896,000 Deutsche Bank Securities Inc. 13,500,000 UBS Securities LLC 13,500,000 FBR Capital Markets & Co. 900,000 JMP Securities LLC 900,000 336,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 900,000 336,000 JMP Securities LLC 56,000 MLV & Co. LLC 300,000 140,000 Sterne, Agee & Xxxxx, Inc. 140,000 Total 30,000,000 2,800,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES NoneSee attached. SchNORTHSTAR REALTY FINANCE CORP. II-1 SCHEDULE III Xxxxx X. Xxxxxxxx8.25% SERIES B CUMULATIVE REDEEMABLE PREFERRED STOCK ($25.00 LIQUIDATION PREFERENCE PER SHARE) Final Term Sheet July 9, 2012 Issuer: NorthStar Realty Finance Corp. Security: 8.25% Series B Cumulative Redeemable Preferred Stock CUSIP: 00000X000 ISIN: US66704R3084 Shares offered: 2,800,000 shares (3,220,000 shares if the underwriters exercise their over-allotment option in full) Over-allotment option: 420,000 shares Aggregate number of shares of Series B Preferred Stock to be outstanding after the offering: 12,133,755 shares (12,553,755 shares if the underwriters exercise their over-allotment option in full) The shares offered are a further issuance of, and form a single series with, the outstanding shares of Series B Preferred Stock. On February 7, 2007, the Issuer issued and sold 6,200,000 shares of Series B Preferred Stock. On May 24, 2007, the Issuer issued and sold an additional 1,400,000 shares of Series B Preferred Stock. On March 21, 2012, the Issuer issued and sold an additional 1,600,000 shares of Series B Preferred Stock. Since June 12, 2012, the Issuer has issued and sold 133,755 shares of Series B Preferred Stock under its equity distribution program. As of July 9, 2012, a total of 9,333,755 shares of Series B Preferred Stock are outstanding. Type of security: SEC Registered—Registration Statement No. 333-180256; preliminary prospectus supplement, subject to completion, dated July 9, 2012 Public offering price: $22.95 per share (including accrued dividends from, and including, May 15, 2012 to, but excluding, July 16, 2012, the expected date of delivery of the shares offered); $64,260,000 total (assuming the over-allotment option is not exercised) Underwriting discounts and commissions: $0.7875 per share; total $2,205,000 (assuming the over-allotment option is not exercised) Proceeds to the Issuer, before expenses: $22.1625 per share; $62,055,000 total (assuming the over-allotment option is not exercised) Yield (including accrued dividends): 8.986% Yield (excluding accrued dividends): 9.125% Book-Running Managers: UBS Securities LLC 896,000 shares Citigroup Global Markets Inc. 896,000 shares Co-Lead Managers: Deutsche Bank Securities Inc. 336,000 shares Xxxxxx, Xxxxxxxx & Company, Incorporated 336,000 shares Co-Managers: JMP Securities LLC 54,000 shares MLV & Co. LLC 140,000 shares Sterne, Agee & Xxxxx, Inc. 140,000 shares Maturity: Perpetual Dividend rate: 8.25% per annum of the liquidation preference per share; $2.0625 per annum per share, cumulative from, and including, May 15, 2012 (subject to the dividend rate increase to 9.25% per annum as described in the preliminary prospectus supplement) Liquidation preference: $25.00 per share Optional redemption: Redeemable in whole at any time or in part from time-to-time, at a redemption price of $25.00 per share, plus any accrued and unpaid dividends to the date of redemption (subject to the special optional redemption described in the preliminary prospectus supplement) Trade date: July 9, 2012 Settlement and delivery date: July 16, 2012 (T+5)

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. [signatures on next page] If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership and the Underwriters. Very truly yours, NORTHSTAR REALTY FINANCE CORPASHFORD HOSPITALITY TRUST, INC. By: /s/ Xxxxxx DXXXX X. Xxxxxxxxx XXXXXX Name: Dxxxx X. Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & General Counsel NORTHSTAR REALTY FINANCE Chief Legal Officer ASHFORD HOSPITALITY LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp.Ashford OP General Partner LLC, its sole general partner By: Ashford Hospitality Trust, Inc., its sole member By: /s/ Xxxxxx DXXXX X. Xxxxxxxxx XXXXXX Name: Dxxxx X. Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & General Counsel Chief Legal Officer Accepted and agreed to as of the date first above written: WACHOVIA CAPITAL MARKETS, LLC FRIEDMAN, BILLINGS, RXXXXX & CO., INC. By: Wachovia Capital Markets, LLC, on behalf of the Representatives By: /s/ JXXXX XXXXX Title: Director For themselves and as Representatives of the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxxx Ropa Name: Xxxxxxx Ropa Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Director SCHEDULE Schedule I Underwriter Number of initial shares Initial Shares to be purchased Deutsche Bank Securities Option Shares, Underwriter Purchased if any Wachovia Capital Markets, LLC 600,000 90,000 Friedman, Billings, Rxxxxx & Co., Inc. 13,500,000 UBS Securities LLC 13,500,000 FBR Capital Markets & Co. 900,000 JMP Securities LLC 900,000 Xxxxxx600,000 90,000 Lxxx Mxxxx Xxxx Wxxxxx, Incorporated 400,000 60,000 Sxxxxx, Xxxxxxxx & Company, Incorporated 900,000 MLV & Co. LLC 300,000 400,000 60,000 Total 30,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES None. Sch. II-1 SCHEDULE III Xxxxx X. Xxxxxxxx2,000,000 300,000

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership Partnership, the Selling Shareholders and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership Partnership, the Selling Shareholders and the Underwriters. Very truly yours, NORTHSTAR AMERICAN FINANCIAL REALTY FINANCE CORP. TRUST By: /s/ Xxxxxx XXXXXXXX X. Xxxxxxxxx XXXXXXXX Name: Xxxxxx X. Xxxxxxxxx Title: Xxxxxxxx X. Xxxxxxxx President and Chief Executive Vice President & General Counsel NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP Officer FIRST STATES GROUP, L.P. By: NorthStar Realty Finance Corp.First States Group, LLC, its sole general partner By: /s/ Xxxxxx XXXXXXXX X. Xxxxxxxxx XXXXXXXX Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & General Counsel Xxxxxxxx X. Xxxxxxxx Manager BEAR XXXXXX SPECIALISTS LLC By: /s/ XXXXXXX XXXXXXXX Name: Title: Xxxxxxx Xxxxxxxx Senior Managing Director Accepted and agreed to as of the date first above written: BANC OF AMERICA SECURITIES LLC. By: /s/ XXXXXX X. XXXXXXXX Name: Xxxxxx X. Xxxxxxxx Title: Managing Director FRIEDMAN, on behalf of BILLINGS, XXXXXX & CO., INC. By: /s/ XXXXX X. XXXXXXXXX Name: Xxxxx X. Xxxxxxxxx Title: Senior Managing Director For themselves and as Representatives of the several other Underwriters named on Schedule II hereto. Schedule I hereto: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director By: /s/ Name of Party Selling Shares Number of Initial Shares to be Sold Number of Option Shares to be Sold American Financial Realty Trust 55,750,000 8,392,500 Bear Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES Specialists LLC By: /s/ Xxxxxxx Ropa Name: Xxxxxxx Ropa Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Director SCHEDULE I 200,000 0 Total 55,950,000 8,392,500 Schedule II Underwriter Number of initial shares Initial Shares to be purchased Purchased Banc of America Securities LLC 17,472,186 Friedman, Billings, Xxxxxx & Co., Inc. 17,472,186 Deutsche Bank Securities Inc. 13,500,000 4,346,076 UBS Securities LLC 13,500,000 FBR Capital Markets 4,346,076 Wachovia Securities, LLC 4,346,076 Xxxx Xxxxx Xxxx Xxxxxx, Incorporated 2,086,200 Xxxxxxx Xxxxx & Associates, Inc. 2,086,200 Bear, Xxxxxxx & Co. 900,000 Inc. 330,000 Xxxxxxx, Xxxxx & Co. 330,000 X.X. Xxxxxx Chase Securities Inc. 330,000 U.S. Bancorp Xxxxx Xxxxxxx Inc. 330,000 Advest, Inc. 165,000 BB&T Capital Markets, A division of Xxxxx & Xxxxxxxxxxxx, Inc. 165,000 Xxxxxxxx & Partners, L.P. 165,000 Chatsworth Securities LLC 165,000 CMG Institutional Trading LLC 165,000 CMI Capital Market Investment, LLC 165,000 Xxxxxxxxxx & Co. Inc. 165,000 JMP Securities LLC 900,000 165,000 Xxxxx, Xxxxxxxx & Xxxxx, Inc. 165,000 Xxxx, Xxxx & Co. LLC 165,000 Sandler X’Xxxxx & Partners, L.P. 165,000 Xxxxxx Xxxxxxx & Co., Inc. 165,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 900,000 MLV 165,000 Wedbush Xxxxxx Securities Inc. 165,000 X.X. Xxxxxxxxx & Co. Co., LLC 300,000 165,000 Total 30,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES None55,950,000 Schedule III Designated Subsidiaries • First States Holdings, LP • First States Partners II, LP • First States Partners III, LP • First States Properties, LP • First States Partners 000 Xxxxx Xxxxx I, LP • First States Partners 000 Xxxxx Xxxxx II, LP • First States Charleston, LP • First States Properties Xxxxxxx Court, LP • First States Group, LLC • First States Investors BAI, LLC • First States Management Corp., LLC • First States Holdings, LLC • First States Investors 3500A, LLC • First States Investors 5000, LLC • First States Management, LLC • First States Properties, LLC • First States Partners 000 Xxxxx Xxxxx I, LLC • First States Partners 000 Xxxxx Xxxxx II, LLC • First States Charleston, LLC • First States Properties Xxxxxxx Court, LLC EXHIBIT A FORM OF LOCK-UP AGREEMENT FOR OFFICERS, TRUSTEES AND FRIEDMAN, BILLINGS, XXXXXX & CO., INC. Sch. II-1 SCHEDULE III Xxxxx X. Xxxxxxxx[Not attached]

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. [Signatures page follows.] If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership and the Underwriters. Very truly yours, NORTHSTAR REALTY FINANCE CORPASHFORD HOSPITALITY TRUST, INC. By: /s/ Xxxxx X. Xxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & General Counsel NORTHSTAR REALTY FINANCE COO ASHFORD HOSPITALITY LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp.Ashford OP General Partner LLC, its sole general partner By: Ashford Hospitality Trust, Inc., its sole member By: /s/ Xxxxx X. Xxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & General Counsel Accepted and agreed to COO CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, on behalf of themselves and the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK SECURITIES INCPIERCE, XXXXXX & XXXXX INCORPORATED XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxxx Ropa NameX. Xxxxxxxx Authorized Signatory Xxxxxxx X. Xxxxxxxx Managing Director Head of Global Real Estate, By: Xxxxxxx Ropa Title: Director XXXXXX XXXXXXX & CO. LLC Gaming & Lodging Investment Banking By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Director SCHEDULE Xxxxxxx Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule I hereto. Schedule I Underwriter Number of initial shares Shares to be purchased Purchased Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 2,550,000 Xxxxxx Xxxxxxx & Co. LLC 2,550,000 Deutsche Bank Securities Inc. 13,500,000 UBS 750,000 Xxxxxx X. Xxxxx & Co. Incorporated 337,500 Credit Suisse Securities (USA) LLC 13,500,000 FBR 337,500 KeyBanc Capital Markets & Co. 900,000 JMP Securities LLC 900,000 Inc. 337,500 Xxxxxx, Xxxxxxxx & Company, Incorporated 900,000 262,500 JMP Securities LLC 112,500 MLV & Co. LLC 300,000 112,500 Cantor Xxxxxxxxxx & Co. 75,000 Xxxxx-Xxxxxx Capital Group LLC 75,000 Total 30,000,000 SCHEDULE 7,500,000 Schedule II ISSUER FREE WRITING PROSPECTUSES Significant Subsidiaries Ashford OP Limited Partner LLC Ashford OP General Partner LLC Ashford Hospitality Limited Partnership Ashford TRS Corporation Xxxxxxx Xxxxxxx Gateway XX Xxxxxxx Credit Holding LLC Ashford Sapphire Junior Holder I LLC Ashford Sapphire Junior Mezz I LLC Ashford Sapphire Senior Mezz I LLC Ashford Five Junior Mezz LLC Ashford Five Senior Mezz LLC PIM Highland Holding LLC PIM Highland TRS Corporation HH Mezz Borrower C-4 LLC HH Mezz Borrower C-3 LLC HH Mezz Borrower C-2 LLC HH Swap C-1 LLC HH Swap C LLC HH Mezz Borrower A-4 LLC HH Mezz Borrower A-3 LLC HH Mezz Borrower A-2 LLC HH Swap A LLC HH Mezz Borrower G-4 LLC HH Mezz Borrower G-3 LLC HH Mezz Borrower G-2 LLC HH Swap G LLC New Xxxxxxx Hills Hotel Limited Partnership Ashford Nickel Junior Mezz LLC Ashford Nickel Senior Mezz LLC Schedule III Free Writing Prospectuses None. Sch. II-1 SCHEDULE III Xxxxx X. XxxxxxxxPricing Information

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. [Next page is signature page.] If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership Partnership, Xxxx X. Xxxxxxxx and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership Partnership, Xx. Xxxxxxxx and the Underwriters. Very truly yours, NORTHSTAR REALTY FINANCE CORP. GMH COMMUNITIES TRUST By: /s/ Xxxxxx Xxxx X. Xxxxxxxxx Xxxxxxxx Name: Xxxxxx Xxxx X. Xxxxxxxxx Xxxxxxxx Title: President and Chief Executive Vice President & General Counsel NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP Officer GMH COMMUNITIES, L.P. By: NorthStar Realty Finance Corp.GMH Communities, GP Trust its sole general partner By: /s/ Xxxxxx Xxxx X. Xxxxxxxxx Xxxxxxxx Name: Xxxxxx Xxxx X. Xxxxxxxxx Xxxxxxxx Title: Executive Vice President & General Counsel Trustee Solely for purposes of Section 3 hereof: XXXX X. XXXXXXXX /s/ Xxxx X. Xxxxxxxx Signature Accepted and agreed to as of the date first above written, on behalf of themselves and the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS BANC OF AMERICA SECURITIES LLC By: /s/ Xxxxxxx Ropa Xxx Xxxxxxxx Name: Xxxxxxx Ropa Xxx Xxxxxxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx Xxxxx Xxxxxx Name: Xxxx Xxxxx Xxxxxx Title: Associate Managing Director SCHEDULE Schedule I Underwriter Number of initial shares Initial Shares to be purchased Purchased Banc of America Securities LLC 10,414,286 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, Incorporated 10,414,286 Deutsche Bank Securities Inc. 13,500,000 UBS 2,499,429 X.X. Xxxxxx Securities LLC 13,500,000 FBR Inc. 1,666,286 Xxxxxx Xxxxxxx & Co. Incorporated 1,388,571 Xxxxxxx Xxxxx & Associates, Inc. 1,388,571 Xxxx Xxxxx Xxxx Xxxxxx, Incorporated 100,000 RBC Capital Markets Corporation 100,000 KeyBanc Capital Markets 100,000 Xxxxxxxxxxx & Co. 900,000 JMP Securities LLC 900,000 Inc. 100,000 Xxxxxx Xxxxxx & Company, Inc. 100,000 XX Xxxxxxx & Sons Inc. 100,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 900,000 MLV 100,000 Wachovia Capital Markets, LLC 100,000 Total 28,571,429 EXHIBIT A OPINION MATTERS FOR XXXXXX, XXXXX & Co. LLC 300,000 Total 30,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES None. Sch. II-1 SCHEDULE III Xxxxx X. XxxxxxxxBOCKIUS LLP

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership and the Underwriters. Very truly yours, NORTHSTAR REALTY FINANCE CORP. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & President, General Counsel & Secretary NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp., its sole general partner By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & President, General Counsel & Secretary Accepted and agreed to as of the date first above written, on behalf of themselves and the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK UBS SECURITIES INC. LLC By: /s/ Xxxxxxxx Xxxx Xxxxx Name: Xxxxxxxx Xxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxxx Ropa Name: Xxxxxxx Ropa Title: Director XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxx Xxx Xxxxx Name: Xxxx Xxx Xxxxx Title: Associate Executive Director [Underwriting Agreement – NorthStar Realty Finance Corp. (May 2014 Preferred Offering)] SCHEDULE I Underwriter Number of initial shares to be purchased UBS Securities LLC 2,700,000 Xxxxxx Xxxxxxx & Co. LLC 2,700,000 Barclays Capital Inc. 450,000 Citigroup Global Markets Inc. 630,000 Credit Suisse Securities (USA) LLC 450,000 Deutsche Bank Securities Inc. 13,500,000 UBS 630,000 X.X. Xxxxxx Securities LLC 13,500,000 450,000 Xxxxx, Xxxxxxxx & Xxxxx, Inc. 450,000 FBR Capital Markets & Co. 900,000 135,000 JMP Securities LLC 900,000 Xxxxxx, 135,000 Ladenburg Xxxxxxxx & Company, Incorporated 900,000 Co. Inc. 135,000 MLV & Co. LLC 300,000 135,000 Total 30,000,000 9,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES NoneSee attached. SchNORTHSTAR REALTY FINANCE CORP. II-1 SCHEDULE III Xxxxx X. Xxxxxxxx8.75% SERIES E CUMULATIVE REDEEMABLE PREFERRED STOCK Final Term Sheet May 12, 2014 Issuer: NorthStar Realty Finance Corp. Security: 8.75% Series E Cumulative Redeemable Preferred Stock CUSIP: 66704R 605 ISIN: US66704R6053 NYSE listing symbol: NRFPrE Shares offered: 9,000,000 shares Over-allotment option: 1,350,000 shares Type of security: SEC Registered—Registration Statement No. 333-186743; preliminary prospectus supplement, subject to completion, dated May 12, 2014 Public offering price: $25.00 per share; $225,000,000 total (assuming the over-allotment option is not exercised) or $258,750,000 total (assuming the over-allotment option is exercised in full) Underwriting discounts and commissions: $0.7875 per share; $7,087,500 total (assuming the over-allotment option is not exercised) or $8,150,625 total (assuming the over-allotment option is exercised in full) Net proceeds to the Issuer, before expenses: $24.2125 per share; $217,912,500 total (assuming the over-allotment option is not exercised) or $250,599,375 total (assuming the over-allotment option is exercised in full) Maturity: Perpetual (unless redeemed or repurchased by the Issuer or converted by an investor in connection with a Change of Control). Dividend rate: 8.75% per annum of the liquidation preference per share, when, as and if declared; cumulative from, and including, May 15, 2014 Liquidation preference: $25.00 per share Optional redemption: Not redeemable prior to May 15, 2019, except under circumstances intended to preserve the Issuer’s qualification as a REIT for federal income tax purposes and except as otherwise described in the Issuer’s preliminary prospectus supplement relating to the offering of the Series E Preferred Stock under the caption “Description of the Series E Preferred

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership Advisor and the UnderwritersAdministrator on the one hand, and the Underwriters on the other, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership Advisor and the UnderwritersAdministrator on the one hand, and each of the Underwriters on the other. Very truly yours, NORTHSTAR REALTY FINANCE CORP. OFS CAPITAL CORPORATION By: /s/ Xxxxxx Xxxxxxx X. Xxxxxxxxx NameXxxxx By: Xxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxx Title: Executive Vice President & General Counsel NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp.Chief Financial Officer OFS CAPITAL MANAGEMENT, its sole general partner LLC By: /s/ Xxxxxx Xxxxxxx X. Xxxxxxxxx NameXxxxx By: Xxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxx Title: Executive Vice President & General Counsel Senior Managing Director OFS CAPITAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxx By: Xxxxxxx X. Xxxxx Title: Senior Managing Director [Signature Page to the Underwriting Agreement] Accepted and agreed to as of asof the date first above written, on behalf : Ladenburg Xxxxxxxx & Co. Inc.. For itself and as Representative of themselves and the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxx Xxxxx NameXxxxxx By: Xxxxxxxx Xxxxx Xxxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxxx Ropa Name: Xxxxxxx Ropa Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Director SCHEDULE I Underwriter Number Head of initial shares to be purchased Deutsche Bank Securities Inc. 13,500,000 UBS Securities LLC 13,500,000 FBR Capital Markets [Signature Page to the Underwriting Agreement] Schedule I Name of Underwriter Aggregate Principal Amount of Initial Securities Ladenburg Xxxxxxxx & Co. 900,000 JMP Inc. $18,750,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC $10,937,500 X. Xxxxx FBR, Inc. $4,687,500 BB&T Capital Markets, a division of BB&T Securities, LLC $4,687,500 National Securities LLC 900,000 XxxxxxCorporation $4,687,500 Total $43,750,000 35 Schedule II Pricing Information [See attached] 36 Filed Pursuant to Rule 497(a) File No. 333-217302 Rule 482ad OFS CAPITAL CORPORATION $43,750,000 6.375% Notes Due 2025 Pricing Term Sheet April 11, Xxxxxxxx & Company2018 The following sets forth the final terms of the 6.375% Notes due 2025 (the “Notes”) and should only be read together with the preliminary prospectus supplement dated April 11, Incorporated 900,000 MLV & Co. LLC 300,000 Total 30,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES None2018, together with the accompanying prospectus dated June 16, 2017, relating to the Notes (the “Preliminary Prospectus”), and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. SchIn all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. II-1 SCHEDULE III Xxxxx X. XxxxxxxxTerms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars.

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership and the Underwriters. Very truly yours, NORTHSTAR REALTY FINANCE CORP. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & President, General Counsel & Secretary NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp., its sole general partner By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & President, General Counsel & Secretary Accepted and agreed to as of the date first above written, on behalf of themselves and the several other Underwriters named on Schedule I hereto: UBS SECURITIES LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director By: /s/ Xxxxxxx Ropa Name: Xxxxxxx Ropa Title: Director DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxx Xxxxxxx Ropa Name: Xxxxx Xxxxxxx Ropa Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Managing Director SCHEDULE I Underwriter Number of initial shares to be purchased UBS Securities LLC 14,900,000 Deutsche Bank Securities Inc. 13,500,000 UBS 14,900,000 Barclays Capital Inc. 4,900,000 Citigroup Global Markets Inc. 4,900,000 X.X. Xxxxxx Securities LLC 13,500,000 4,900,000 FBR Capital Markets & Co. 900,000 1,500,000 JMP Securities LLC 900,000 Xxxxxx1,500,000 Xxxxx, Xxxxxxxx & CompanyXxxxx, Incorporated 900,000 Inc. 1,500,000 Ladenburg Xxxxxxxx & Co. Inc. 500,000 MLV & Co. LLC 300,000 500,000 Total 30,000,000 50,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES None. Sch. II-1 SCHEDULE III Xxxxx X. Xxxxxxxx

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership Company and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership Company and the Underwriters. Very truly yours, NORTHSTAR REALTY FINANCE CORPBIMINI MORTGAGE MANAGEMENT, INC. By: /s/ Xxxxxxx X. Xxxxxx By: Xxxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice CEO and President & General Counsel NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp., its sole general partner By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & General Counsel Accepted and agreed to as of the date first above written: FLAGSTONE SECURITIES, on behalf LLC By: /s/ Xxxxxxx X. Xxxxx Title: Chief Operating Officer For itself and as Representative of themselves and the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxxx Ropa Name: Xxxxxxx Ropa Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Director SCHEDULE Schedule I Underwriter Number of initial shares Initial Shares to be purchased Deutsche Bank Securities Purchased Flagstone Securities, LLC 2,888,000 BB&T Capital Markets, A division of Xxxxx & Xxxxxxxxxxxx, Inc. 13,500,000 UBS Securities 722,000 Capital West Securities, Inc. 190,000 FIG Partners, LLC 13,500,000 FBR 200,000 Total 4,000,000 EXHIBIT A December [ ], 2004 Flagstone Securities, LLC BB&T Capital Markets Markets, A division of Xxxxx & Co. 900,000 JMP Securities Xxxxxxxxxxxx, Inc. Capital West Securities, Inc. FIG Partners, LLC 900,000 Xxxxxxc/o Flagstone Securities, LLC 0000 Xxxxxxx, 00xx Xxxxx Xx. Xxxxx, Xxxxxxxx & 00000 Re: Bimini Mortgage Management, Inc. Dear Ladies and Gentlemen: We have acted as counsel to Bimini Mortgage Management, Inc., a Maryland Corporation (the “Company”), Incorporated 900,000 MLV & Co. LLC 300,000 Total 30,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES Nonein connection with the issuance and sale by the Company of 4,000,000 shares of the Company’s Class A Common Stock (the “Common Stock”) pursuant to an Underwriting Agreement (the “Underwriting Agreement”), dated December , 2004, between the Company and Flagstone Securities, LLC, as representative of the several underwriters named therein. SchTerms used but not defined in this letter have the meaning ascribed to them in the Underwriting Agreement. II-1 SCHEDULE III Xxxxx X. XxxxxxxxIn rendering the opinions expressed below, we have examined signed copies of the Underwriting Agreement, the Company’s registration statement on Form S-11 (Registration No. 333-120603), as amended by Amendments No. 1 and 2 thereto (the amended registration statement, including all information deemed to be a part thereof at the time such amended registration statement became effective, is herein referred to as the “Registration Statement”), and the related prospectus, dated December , 2004, in the form in which it was filed with the Commission (the “Prospectus”) pursuant to Rule 424 of the Securities Act Regulations. We have also examined originals and copies of such other documents, corporate records, certificates and letters of public officials as we have deemed necessary. In examining all such documents, we have assumed the genuineness of all signatures, the authenticity of all documents purported to be originals, and the conformity to the respective originals of all documents purported to be copies. As to questions of fact relevant to the opinions expressed below, we have relied upon certificates of government officials and certificates and written statements (including the representations made in the Underwriting Agreement) of officers, directors, employees of and accountants for the Company. Based on the foregoing, and such examination of law as we have deemed necessary, we are of the opinion that:

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. [Remainder of Page Intentionally Left Blank] If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership Advisor and the UnderwritersAdministrator on the one hand, and the Underwriters on the other, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership Advisor and the UnderwritersAdministrator on the one hand, and each of the Underwriters on the other. Very truly yours, NORTHSTAR REALTY FINANCE CORP. OFS CAPITAL CORPORATION By: /s/ Xxxxxx Xxxxxxx X. Xxxxxxxxx NameXxxxx By: Xxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxx Title: Executive Vice President & General Counsel NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp.Chief Financial Officer OFS CAPITAL MANAGEMENT, its sole general partner LLC By: /s/ Xxxxxx Xxxxxxx X. Xxxxxxxxx NameXxxxx By: Xxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxx Title: Executive Vice President & General Counsel Senior Managing Director OFS CAPITAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxx By: Xxxxxxx X. Xxxxx Title: Senior Managing Director Accepted and agreed to as of asof the date first above written, on behalf : Ladenburg Xxxxxxxx & Co. Inc. For itself and as Representative of themselves and the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxx Xxxxx NameXxxxxx Xxxxxx By: Xxxxxxxx Xxxxx Xxxxxx Xxxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxxx Ropa Name: Xxxxxxx Ropa Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Director SCHEDULE I Underwriter Number Head of initial shares to be purchased Deutsche Bank Securities Inc. 13,500,000 UBS Securities LLC 13,500,000 FBR Capital Markets Schedule I Name of Underwriter Aggregate Principal Amount of Initial Securities Number ofInitial Securities Ladenburg Xxxxxxxx & Co. 900,000 JMP Inc. $19,437,500 777,500 Xxxxxx Xxxxxxxxxx Xxxxx LLC $4,750,000 190,000 National Securities LLC 900,000 XxxxxxCorporation $812,500 32,500 Total $25,000,000 1,000,000 Schedule II Pricing Information Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated September 15, Xxxxxxxx & Company2020 Relating to Preliminary Prospectus Supplement dated September 14, Incorporated 900,000 MLV & Co. LLC 300,000 Total 30,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES None2020 and Prospectus dated April 10, 2020 Registration No. Sch333-236517 OFS CAPITAL CORPORATION $25,000,000 6.25% Notes Due 2023 Pricing Term Sheet September 15, 2020 The following sets forth the final terms of the 6.25% Notes due 2023 (the “Notes”) and should only be read together with the preliminary prospectus supplement dated September 14, 2020, together with the accompanying prospectus dated April 10, 2020, relating to the Notes (the “Preliminary Prospectus”), and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. II-1 SCHEDULE III Xxxxx X. XxxxxxxxIn all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars.

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership Company and the UnderwritersUnderwriter, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership Company and the UnderwritersUnderwriter. Very truly yours, NORTHSTAR REALTY FINANCE CORPANTHRACITE CAPITAL, INC. By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Richard M. Shea ----------------------------------- Title: Executive Vice President & General Counsel NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp., its sole general partner By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & General Counsel Chief Operating Officer and Chief Financial Officer Accepted and agreed to as of the date first above written: FRIEDMAN, on behalf of themselves and the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK SECURITIES BILLINGS, RAMSEY & CO., INC. By: /s/ Friedman, Billings, Ramsey & Co., Inc. /x/ James R. Kleeblatt --------------------- Xxxxs R. Kleeblatt Manaxxxx Xxxxxxxx Xxxxx Name: Xxxxxxxe I Subsidiaries of the Company Anthracite Funding, LLC Anthracite Funding ML, LLC Schedule II Persons From Whom the Underwriter Has Received Lock-Up Agreements Officers of the Company Titles Hugh Frater President and Chief Executivx Xxxxxxx Xichard Shea Chief Operating Officer, Chixx Xxxxxxxxx Officer, and Treasurer Chris Milner Vice President and Chief Invxxxxxxx Xxxxcer Mark Warner Vice President Dan Sefcik Vice President Alex Zabik Vice President Robert Friedbxxx Vice President and Secretary Xxxxxxxxx xx xhe Company ------------------------ David M. Applegate Donald G. Drapkin Laurence D. Fink Hugh R. Frxxxx Xxxx X. Xxxxxex Xxxxxxx X. Xxxx Xxxx X. Xxxxxxx Axxxxx X. Xxxxxn Xxxxxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxxx Ropa Name: Xxxxxxx Ropa Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Director SCHEDULE I Underwriter Number of initial shares to be purchased Deutsche Bank Securities Inc. 13,500,000 UBS Securities LLC 13,500,000 FBR Capital Markets & Co. 900,000 JMP Securities LLC 900,000 XxxxxxX. Xxlxxx, Xxxxxxxx & Company, Incorporated 900,000 MLV & Co. LLC 300,000 Total 30,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES None. Sch. II-1 SCHEDULE III Xxxxx X. XxxxxxxxXXX Sxxxxxxx XXX Manager's Representation Letter

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. [Signature page follows] If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership Partnership, the Advisor and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership Partnership, the Advisor and the Underwriters. Very truly yours, NORTHSTAR REALTY FINANCE CORPASHFORD HOSPITALITY TRUST, INC. By: /s/ /s/Xxxxx X. Xxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & Chief Operating Officer, General Counsel NORTHSTAR REALTY FINANCE and Secretary ASHFORD HOSPITALITY LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp.Ashford OP General Partner LLC, its sole general partner By: /s/ Ashford Hospitality Trust, Inc., its sole member By: /s/Xxxxx X. Xxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & and Secretary ASHFORD HOSPITALITY ADVISORS, LLC By: /s/Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Operating Officer, General Counsel Accepted and agreed to Secretary CONFIRMED AND ACCEPTED, as of the date first above written, on behalf of : UBS SECURITIES LLC By: /s/Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Executive Director By: /s/Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director XXXXXX XXXXXXX & CO. LLC By: /s/Yurij Slyz Name: Yurij Slyz Title: Executive Director For themselves and as Representatives of the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxxx Ropa Name: Xxxxxxx Ropa Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Director SCHEDULE Schedule I Underwriter Number of initial shares Shares to be purchased Purchased UBS Securities LLC 1,479,000 Xxxxxx Xxxxxxx & Co. LLC 1,479,000 Xxxxxx X. Xxxxx & Co. Incorporated 68,000 Deutsche Bank Securities Inc. 13,500,000 UBS Securities LLC 13,500,000 68,000 FBR Capital Markets & Co. 900,000 68,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC 68,000 Xxxxxxx Xxxxx & Company, L.L.C. 68,000 Canaccord Genuity Inc. 51,000 JMP Securities LLC 900,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 900,000 MLV & Co. LLC 300,000 51,000 Total 30,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES None. 3,400,000 Sch. II-1 SCHEDULE I-1 Schedule II Significant Subsidiaries Ashford OP Limited Partner LLC Ashford OP General Partner LLC Ashford Hospitality Limited Partnership Schedule III Xxxxx X. XxxxxxxxThe Pricing Term Sheet set forth in Schedule IV to this Agreement. Schedule IV Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-211837 August 16, 2017 Ashford Hospitality Trust, Inc. 7.50% Series H Cumulative Preferred Stock (Liquidation Preference $25.00 per share) Pricing Term Sheet August 16, 2017 Issuer: Ashford Hospitality Trust, Inc. Security: 7.50% Series H Cumulative Preferred Stock (the “Series H Preferred Stock”) Size: 3,400,000 shares (3,910,000 shares if the underwriters’ option to purchase additional shares is fully exercised) Maturity Date: Perpetual (unless redeemed by the Issuer on or after August 25, 2022 or pursuant to its special optional redemption right, or converted by a holder in connection with certain changes of control) Trade Date: August 16, 2017 Expected Settlement and Delivery Date: August 25, 2017 (T+7) Liquidation Preference: $25.00 per share plus accrued and unpaid dividends Dividend: 7.50% of the $25.00 liquidation price (or $1.875 per share) per annum Dividend Payment Dates: January 15, April 15, July 15 and October 15, beginning October 16, 2017 Public Offering Price: $25.00 per share; $85,000,000 total (not including the underwriters’ option to purchase additional shares) Underwriting Discounts and Commissions: $0.7875 per share; $2,677,500 total (not including the underwriters’ option to purchase additional shares)

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership Company and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership Company and the Underwriters. Very truly yours, NORTHSTAR REALTY FINANCE CORP. FIRST COMMUNITY BANCORP By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & General Counsel NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp., its sole general partner By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & General Counsel Accepted and agreed to as of the date first above written: FRIEDMAN, on behalf of BILLINGS, XXXXXX & CO., INC. XXXXX, XXXXXXXX & XXXXX, INC. XXXXXX, XXXXXXXX & COMPANY, INCORPORATED For themselves and as Representatives of the several other Underwriters named on Schedule I hereto. By: DEUTSCHE BANK SECURITIES FRIEDMAN, BILLINGS, XXXXXX & CO., INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx X. Xxxxxxxxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxxx Ropa Name: Xxxxxxx Ropa Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Director SCHEDULE 18 Schedule I Underwriter Number of initial shares Initial Shares to be purchased Deutsche Bank Securities Purchased Number of Option Shares to be Sold Friedman, Billings, Xxxxxx & Co., Inc. 13,500,000 UBS Securities LLC 13,500,000 FBR Capital Markets Xxxxx, Xxxxxxxx & Co. 900,000 JMP Securities LLC 900,000 Xxxxx, Inc. Xxxxxx, Xxxxxxxx & Company, Incorporated 900,000 MLV & Co. LLC 300,000 Total 30,000,000 SCHEDULE Pacific Western National Bank Rancho Santa Fe National Bank First Community/CA Statutory Trust I First Community/CA Statutory Trust II ISSUER FREE WRITING PROSPECTUSES None. Sch. II-1 SCHEDULE First Community/CA Statutory Trust III Xxxxx X. XxxxxxxxFirst Community/CA Statutory Trust IV A-1 EXHIBIT B B-1 QuickLinks Exhibit 1.1

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership and the Underwriters. Very truly yours, NORTHSTAR REALTY FINANCE CORP. By: /s/ Xxxxxx X. Xxxxxxxxx Axxxxx Xxxxx Name: Xxxxxx X. Xxxxxxxxx Axxxxx Xxxxx Title: Executive Vice President & General Counsel NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp., its sole general partner By: /s/ Xxxxxx X. Xxxxxxxxx Axxxxx Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Axxxxx Xxxxxxxxxx Title: Executive Vice President & General Counsel Chief Financial Officer Accepted and agreed to as of the date first above written: WACHOVIA CAPITAL MARKETS, on behalf of LLC By: /s/ Txxxxx Xxx Name: Txxxxx Xxx Title: Managing Director For themselves and as Representatives of the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS BANC OF AMERICA SECURITIES LLC By: /s/ Xxxxxxx Ropa Name: Xxxxxxx Ropa Title: Director By: /s/ Xxxx Lxxx Xxxxx Name: Xxxx Lxxx Xxxxx Title: Associate Director Principal For themselves and as Representatives of the other Underwriters named on Schedule I hereto. SCHEDULE I Underwriter Number of initial shares Initial Shares to be purchased Deutsche Bank Securities Inc. 13,500,000 UBS Purchased Wachovia Capital Markets, LLC 1,265,000 Banc of America Securities LLC 13,500,000 FBR 715,000 KeyBanc Capital Markets & Co. 900,000 JMP Securities LLC 900,000 Xxxxxx110,000 Sxxxxx, Xxxxxxxx & Company, Incorporated 900,000 MLV & Co. LLC 300,000 110,000 Total 30,000,000 2,200,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES None. Sch. II-1 32 SCHEDULE III Xxxxx X. XxxxxxxxPrice to Public: $25.00 per share Number of Shares: 330,000 Exhibit A Form of Corporate Opinion of Sxxxxxxx & Cxxxxxxx LLP

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. [Signatures page follows.] If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership and the Underwriters. Very truly yours, NORTHSTAR REALTY FINANCE CORPASHFORD HOSPITALITY TRUST, INC. By: /s/ Xxxxx X. Xxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & COO/General Counsel NORTHSTAR REALTY FINANCE ASHFORD HOSPITALITY LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp.Ashford OP General Partner LLC, its sole general partner By: Ashford Hospitality Trust, Inc., its sole member By: /s/ Xxxxx X. Xxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & COO/General Counsel Accepted and agreed Signature Page to Underwriting Agreement CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, on behalf of themselves and the several other Underwriters named on Schedule I heretoPIERCE, XXXXXX & XXXXX INCORPORATED DEUTSCHE BANK SECURITIES INC. XXXXXX XXXXXXX & CO. LLC By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx Xxxxxxxx Authorized Signatory By: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Xxxxxxx Xxxxxxx Authorized Signatory Xxxxxxx Xxxxxxx Managing Director UBS SECURITIES LLC By: /s/ Xxxxxxx Ropa Name: Xxxxxxx Ropa Title: Director By: /s/ Xxxx Xxxxxx Authorized Signatory Xxxx Xxxxxx Managing Director By: XXXXXX XXXXXXX & CO. LLC By: /s/ Xxx Xxxxx Name: Xxxx Authorized Signatory Xxx Xxxxx Title: Associate Executive Director SCHEDULE For themselves and as Representatives of the other Underwriters named in Schedule I hereto. Signature Page to Underwriting Agreement Schedule I Underwriter Number of initial shares Shares to be purchased Purchased Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 3,850,000 Deutsche Bank Securities Inc. 13,500,000 UBS Securities 2,200,000 Xxxxxx Xxxxxxx & Co. LLC 13,500,000 FBR 1,650,000 KeyBanc Capital Markets Inc. 990,000 Credit Agricole Securities (USA) Inc. 770,000 Credit Suisse Securities (USA) LLC 550,000 Xxxxxx X. Xxxxx & Co. 900,000 JMP Securities LLC 900,000 Incorporated 330,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 900,000 330,000 Cantor Xxxxxxxxxx & Co. 110,000 JMP Securities LLC 110,000 MLV & Co. LLC 300,000 110,000 Total 30,000,000 SCHEDULE 11,000,000 Schedule II ISSUER FREE WRITING PROSPECTUSES Significant Subsidiaries Ashford OP Limited Partner LLC Ashford OP General Partner LLC Ashford Hospitality Limited Partnership Ashford TRS Corporation Xxxxxxx Xxxxxxx Gateway XX Xxxxxxx Credit Holding LLC Ashford Sapphire Junior Holder I LLC Ashford Sapphire Junior Mezz I LLC Ashford Sapphire Senior Mezz I LLC Ashford Five Junior Mezz LLC Ashford Five Senior Mezz LLC Ashford HHC Partners III LP PIM Highland Holding LLC PIM Highland TRS Corporation HH Mezz Borrower C-4 LLC HH Mezz Borrower C-3 LLC HH Mezz Borrower C-2 LLC HH Swap C-1 LLC HH Swap C LLC HH Mezz Borrower A-4 LLC HH Mezz Borrower A-3 LLC HH Mezz Borrower A-2 LLC HH Swap A LLC HH Mezz Borrower G-4 LLC HH Mezz Borrower G-3 LLC HH Mezz Borrower G-2 LLC HH Swap G LLC CHH Capital Hotel Partners XX Xxxxxxx San Xxxxxxxxx XX XX Xxxxxxx Seattle Waterfront LP New Xxxxxxx Hills Hotel Limited Partnership Schedule III Free Writing Prospectuses None. Sch. II-1 SCHEDULE III Xxxxx X. XxxxxxxxPricing Information

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. [Signature page follows] If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership Partnership, the Advisor and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership Partnership, the Advisor and the Underwriters. Very truly yours, NORTHSTAR REALTY FINANCE CORPASHFORD HOSPITALITY TRUST, INC. By: /s/ Xxxxx X. Xxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & Chief Operating Officer, General Counsel NORTHSTAR REALTY FINANCE and Secretary ASHFORD HOSPITALITY LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp.Ashford OP General Partner LLC, its sole general partner By: Ashford Hospitality Trust, Inc., its sole member By: /s/ Xxxxx X. Xxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & Chief Operating Officer, General Counsel Accepted and agreed to Secretary ASHFORD HOSPITALITY ADVISORS, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Operating Officer, General Counsel and Secretary CONFIRMED AND ACCEPTED, as of the date first above written, on behalf of : XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Executive Director By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director For themselves and as Representatives of the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxxx Ropa Name: Xxxxxxx Ropa Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Director SCHEDULE Schedule I Underwriter Number of initial shares Shares to be purchased Purchased Xxxxxx Xxxxxxx & Co. LLC 2,241,000 UBS Securities LLC 2,241,000 X.X. Xxxxxxxx & Co. 243,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC 243,000 X. Xxxxx FBR, Inc. 108,000 Xxxxxx X. Xxxxx & Co. Incorporated 108,000 Deutsche Bank Securities Inc. 13,500,000 UBS Securities LLC 13,500,000 FBR Capital Markets & Co. 900,000 JMP Securities LLC 900,000 Xxxxxx, Xxxxxxxx 108,000 Xxxxxxx Xxxxx & Company, Incorporated 900,000 MLV & Co. LLC 300,000 L.L.C. 108,000 Total 30,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES None. 5,400,000 Sch. II-1 SCHEDULE I-1 Schedule II Significant Subsidiaries Ashford OP Limited Partner LLC Ashford OP General Partner LLC Ashford Hospitality Limited Partnership Schedule III Xxxxx X. XxxxxxxxThe Pricing Term Sheet set forth in Schedule IV to this Agreement. Schedule IV Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-220459 November 8, 2017 Ashford Hospitality Trust, Inc. 7.50% Series I Cumulative Preferred Stock (Liquidation Preference $25.00 per share) Pricing Term Sheet November 8, 2017 Issuer: Ashford Hospitality Trust, Inc. Security: 7.50% Series I Cumulative Preferred Stock (the “Series I Preferred Stock”) Size: 5,400,000 shares (6,210,000 shares if the underwriters’ option to purchase additional shares is fully exercised) Maturity Date: Perpetual (unless redeemed by the Issuer on or after November 17, 2022 or pursuant to its special optional redemption right, or converted by a holder in connection with certain changes of control) Trade Date: November 8, 2017 Expected Settlement and Delivery Date: November 17, 2017 (T+7) Liquidation Preference: $25.00 per share plus accrued and unpaid dividends Dividend: 7.50% of the $25.00 liquidation price (or $1.875 per share) per annum Dividend Payment Dates: January 15, April 15, July 15 and October 15, beginning January 16, 2018 Public Offering Price: $25.00 per share; $135,000,000 total (not including the underwriters’ option to purchase additional shares) Underwriting Discounts and Commissions: $0.7875 per share; $4,252,500 total (not including the underwriters’ option to purchase additional shares)

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership Advisor and the UnderwritersAdministrator on the one hand, and the Underwriters on the other, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership Advisor and the UnderwritersAdministrator on the one hand, and each of the Underwriters on the other. Very truly yours, NORTHSTAR REALTY FINANCE CORP. OFS CAPITAL CORPORATION By: /s/ Xxxxxx Xxxxxxx X. Xxxxxxxxx NameXxxxx By: Xxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxx Title: Executive Vice President & General Counsel NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp.Chief Financial Officer OFS CAPITAL MANAGEMENT, its sole general partner LLC By: /s/ Xxxxxx Xxxxxxx X. Xxxxxxxxx NameXxxxx By: Xxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxx Title: Executive Vice President & General Counsel Senior Managing Director OFS CAPITAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxx By: Xxxxxxx X. Xxxxx Title: Senior Managing Director [Signature Page to the Underwriting Agreement] Accepted and agreed to as of the date first above written, on behalf of : Xxxxxx Xxxxxxx & Co. LLC UBS Securities LLC For themselves and as Representatives of the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK SECURITIES INC. XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxxxx Xxxxx NameXxxxxxx Xxxx By: Xxxxxxxx Xxxxx Xxxxxxx Xxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Executive Director UBS SECURITIES LLC By: /s/ Xxxxxxx Ropa NameXxxxxxxx Xxxxxxxx By: Xxxxxxx Ropa Xxxxxxxx Xxxxxxxx Title: Associate Director By: /s/ Xxxx Xxxxx NameXxxxxxx Xxxxxxxx By: Xxxx Xxxxx Xxxxxxx Xxxxxxxx Title: Associate Executive Director SCHEDULE [Signature Page to the Underwriting Agreement] Schedule I Underwriter Number of initial shares Initial Shares to be purchased Deutsche Bank Securities Inc. 13,500,000 Purchased Xxxxxx Xxxxxxx & Co. LLC 1,225,000 UBS Securities LLC 13,500,000 FBR Capital 665,000 Citigroup Global Markets Inc. 472,500 X.X. Xxxxxx Securities LLC 472,500 Xxxxxx Xxxxxxxxxx Xxxxx LLC 245,000 Ladenburg Xxxxxxxx & Co. 900,000 JMP Inc. 245,000 Aegis Capital Corp. 87,500 National Securities Corporation 87,500 Total 3,500,000 Schedule II Pricing Information Public Offering Price: $14.57 Number of Initial Shares: 3,500,000 Number of Option Shares: 525,000 Schedule III Orchard First Source Asset Management, LLC 900,000 XxxxxxXxxxx Xxxxxx Xxxx Xxxxxx Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxx Xxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxx Xxxx Xxxxxx Xxxxxxx Xxxx Xxx Xxxxxxxx Exhibit A Form of Lock-Up Letter Agreement March 29, Xxxxxxxx & Company, Incorporated 900,000 MLV 2017 Xxxxxx Xxxxxxx & Co. LLC 300,000 Total 30,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES NoneUBS Securities LLC c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 c/o UBS Securities LLC 1285 Avenue of the Americas Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This Lock-Up Letter Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among OFS Capital Corporation, a Delaware corporation (the “Company”), OFS Capital Management, LLC and OFS Capital Services, LLC and Xxxxxx Xxxxxxx & Co. LLC and UBS Securities LLC, with respect to the public offering (the “Offering”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). SchIn order to induce you to enter into the Underwriting Agreement, the undersigned agrees that from the date hereof until the end of a period of 90 days after the date of the final prospectus relating to the Offering the undersigned will not, without the prior written consent of Xxxxxx Xxxxxxx & Co. LLC and UBS Securities LLC, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission (the “Commission”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). II-1 SCHEDULE III Xxxxx X. XxxxxxxxThe foregoing sentence shall not apply to (a) the registration of or sale to the Underwriters of any Common Stock pursuant to the Offering and the Underwriting Agreement, (b) bona fide gifts, provided the recipient thereof agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Letter Agreement or (c) dispositions to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, provided that such trust agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Letter Agreement. In addition, the undersigned hereby waives any rights the undersigned may have to require registration of Common Stock in connection with the filing of a registration statement relating to the Offering. The undersigned further agrees that from the date hereof until the end of a period of 90 days after the date of the final prospectus relating to the Offering, the undersigned will not, without the prior written consent of Xxxxxx Xxxxxxx & Co. LLC and UBS Securities LLC, make any demand for, or exercise any right with respect to, the registration of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock. If (i) prior to the execution of the Underwriting Agreement, the Company notifies you in writing that it does not intend to proceed with the Offering, (ii) the registration statement filed with the Commission with respect to the Offering is withdrawn or (iii) for any reason the Underwriting Agreement shall be terminated prior to the Closing Time (as defined in the Underwriting Agreement), this Lock-Up Letter Agreement shall be terminated and the undersigned shall be released from his, her or its obligations hereunder. Very truly yours, (Signature) Name: Please print

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. [signatures on next page] If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership and the Underwriters. Very truly yours, NORTHSTAR REALTY FINANCE CORPASHFORD HOSPITALITY TRUST, INC. By: /s/ Xxxxx X. Xxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & General Counsel NORTHSTAR REALTY FINANCE Chief Operating Officer ASHFORD HOSPITALITY LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp.Ashford OP General Partner LLC, its sole general partner By: Ashford Hospitality Trust, Inc., its sole member By: /s/ Xxxxx X. Xxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & General Counsel Accepted and agreed to 41 CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXX, on behalf XXXXXXXX & COMPANY, INCORPORATED By: /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title: Managing Director For itself and as Representative of themselves and the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxxx Ropa Name: Xxxxxxx Ropa Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Director SCHEDULE Signature Page to Underwriting Agreement Schedule I Underwriter Number of initial shares Shares to be purchased Deutsche Bank Securities Inc. 13,500,000 UBS Securities LLC 13,500,000 FBR Capital Markets & Co. 900,000 JMP Securities LLC 900,000 Underwriter Purchased Xxxxxx, Xxxxxxxx & Company, Incorporated 900,000 MLV 473,600 Xxxxxx X. Xxxxx & Co. Incorporated 320,000 BB&T Capital Markets, a division of Xxxxx & Xxxxxxxxxxxx, LLC 300,000 128,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC 128,000 X.X. Xxxxxxxx & Co. 76,800 KeyBanc Capital Markets Inc. 76,800 Xxxxxxxxxx Securities, Inc. 76,800 Total 30,000,000 SCHEDULE 1,280,000 Schedule II ISSUER FREE WRITING PROSPECTUSES Each Subsidiary that is a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X is identified with an asterisk. 0000-0000 Xxxxxx Inc. AH Hotel GP LLC AH Tenant Corporation AH Hotel Partners LP Annapolis Hotel GP LLC Annapolis Maryland Hotel Limited Partnership APHM — ND, L.P. APHM North Dallas — GP, LLC Xxxxxxx 0000 XX LLC Ashford Alpharetta Limited Partnership Ashford Anaheim GP LLC Ashford Anaheim XX Xxxxxxx Anchorage GP LLC Ashford Anchorage XX Xxxxxxx Atlanta Buckhead XX Xxxxxxx Atlantic Beach XX Xxxxxxx Atlantic Perimeter XX Xxxxxxx Austin XX Xxxxxxx Basking Ridge XX Xxxxxxx Birmingham XX Xxxxxxx Bloomington XX Xxxxxxx Bridgewater Hotel Partnership, XX Xxxxxxx Bucks County LLC Ashford Buena Vista LP Xxxxxxx Xxxxxx I XX Xxxxxxx Xxxxxx XX XX Xxxxxxx BWI Airport XX Xxxxxxx Canada Trust Ashford Capital Advisors LLC Ashford Centerville Limited Partnership Xxxxxxx Xxxxxxxxx Limited Partnership Ashford Chicago O’Xxxx XX LLC Xxxxxxx Chicago X’Xxxx XX Xxxxxxx Columbus XX Xxxxxxx Coral Gables XX Xxxxxxx Credit Holding LLC * Xxxxxxx Xxxxxxx City Limited Partnership Xxxxxxx Xxxxxxx Gateway GP LLC * Xxxxxxx Xxxxxxx Gateway XX Xxxxxxx Dallas XX Xxxxxxx Dearborn GP LLC Xxxxxxx Xxxxxx XX Xxxxxxx Xxxxxx I LLC Xxxxxxx Xxxxxx II LLC Xxxxxxx Xxxxxx XX Xxxxxxx Evansville I XX Xxxxxxx Evansville III XX Xxxxxxx Falls Church Limited Partnership Ashford Flagstaff XX Xxxxxxx Ft. Lauderdale Weston I LLC Ashford Ft. Lauderdale Xxxxxx XX LLC Xxxxxxx Ft. Lauderdale Weston III LLC Ashford Gaithersburg Limited Partnership Ashford Gateway TRS Corporation Ashford Hawthorne XX Xxxxxxx HHC LLC Ashford HHC II LLC Ashford HHC III LLC Ashford HHC Partners LP * Ashford HHC Partners II LP * Ashford HHC Partners III LP * Ashford Holtsville XX Xxxxxxx Hospitality Finance Albuquerque General Partner LLC Ashford Hospitality Finance Albuquerque XX Xxxxxxx Hospitality Finance California General Partner LLC Ashford Hospitality Finance General Partner LLC Ashford Hospitality Finance LP * Ashford Hospitality Finance La Jolla XX Xxxxxxx Hospitality Limited Partnership * (“Ashford OP”) Ashford Hospitality Servicing LLC Ashford Hospitality Trust, Inc. Ashford IHC, LLC Ashford IHC Partners LP * Ashford Irvine Spectrum Foothill Ranch Limited Partnership Ashford Jacksonville I XX Xxxxxxx Jacksonville II XX Xxxxxxx Jacksonville III GP LLC Ashford Jacksonville III XX Xxxxxxx Jacksonville IV GP LLC Ashford Jacksonville IV XX Xxxxxxx Kansas City XX Xxxxxxx Kennesaw I XX Xxxxxxx Kennesaw II XX Xxxxxxx Las Vegas XX Xxxxxxx Laundry LLC Ashford Lawrenceville XX Xxxxxxx LLB C-Hotel Management, XX Xxxxxxx LLB F-Inn Management, XX Xxxxxxx LLB SHS Management, XX Xxxxxxx Louisville XX Xxxxxxx XX Xxxxxx Center XX Xxxxxxx Manhattan Beach XX Xxxxxxx Market Center XX Xxxxxxx Mezz Borrower LLC * Ashford Minneapolis Airport GP LLC Ashford Minneapolis Airport LP Xxxxxxx Xxxx Mesa San Diego Limited Partnership Ashford Mobile XX Xxxxxxx MV San Diego GP LLC Xxxxxxx XX San Diego XX Xxxxxxx Newark XX Xxxxxxx Oakland XX Xxxxxxx OP General Partner LLC * Ashford OP Limited Partner LLC * Xxxxxxx Xxxxxxx Sea World Limited Partnership Ashford Overland Park Limited Partnership Ashford Philadelphia Annex, LLC Ashford Philly GP LLC Ashford Philly XX Xxxxxxx Phoenix Airport XX Xxxxxxx Plano-C XX Xxxxxxx Plano-M XX Xxxxxxx Plano-R XX Xxxxxxx Plymouth Meeting XX Xxxxxxx Pool I GP LLC Ashford Pool II GP LLC Ashford Properties General Partner LLC Ashford Properties General Partner Sub I, LLC Ashford Raleigh Limited Partnership Ashford Richmond LP Xxxxxxx Xxxx Palm Desert I Limited Partnership Ashford Salt Lake Limited Partnership Ashford San Francisco GP LLC Ashford San Francisco XX Xxxxxxx San Xxxxxxxxx XX XX Xxxxxxx San Xxxx XX Xxxxxxx Santa Fe XX Xxxxxxx Sapphire Acquisition LLC Ashford Sapphire GP LLC Ashford Sapphire I GP LLC Ashford Sapphire II GP LLC 46 Ashford Sapphire III GP LLC Ashford Sapphire V GP LLC Ashford Sapphire VI GP LLC Ashford Sapphire VII GP LLC Ashford Sapphire Junior Holder I LLC * Ashford Sapphire Xxxxxx Xxxxxx XX LLC Xxxxxxx Sapphire Junior Mezz I LLC * Ashford Sapphire Junior Mezz II LLC Ashford Sapphire Senior Mezz I LLC * Ashford Sapphire Senior Mezz II LLC Ashford Scottsdale XX Xxxxxxx Seattle Downtown XX Xxxxxxx Seattle Waterfront XX Xxxxxxx Senior General Partner LLC Ashford Senior General Partner I LLC Ashford Senior General Partner II LLC Ashford Senior General Partner III LLC Ashford Senior General Partner IV LLC Ashford Syracuse XX Xxxxxxx Tampa International Hotel, XX Xxxxxxx Terre Haute XX Xxxxxxx Xxxxxx Lakes XX Xxxxxxx Torrance XX Xxxxxxx TRS Anaheim LLC Ashford TRS Canada Corporation Ashford TRS Chicago LLC Ashford TRS Corporation * Ashford TRS III LLC Ashford TRS Investment Management GP LLC Ashford TRS Investment Management XX Xxxxxxx TRS V LLC Ashford TRS VI Corporation * Ashford TRS Jacksonville III LLC Ashford TRS Jacksonville IV LLC Ashford TRS Lessee LLC Ashford TRS Lessee I LLC Ashford TRS Lessee II LLC Ashford TRS Lessee III LLC Ashford TRS Lessee IV LLC Ashford TRS Nickel LLC Ashford TRS Pool I LLC Ashford TRS Pool II LLC Ashford TRS San Francisco LLC Ashford TRS Sapphire GP LLC Ashford TRS Sapphire LLC Ashford TRS Sapphire I LLC 47 Ashford TRS Sapphire II LLC Ashford TRS Sapphire III LLC Ashford TRS Sapphire V LLC Ashford TRS Sapphire VI LLC Ashford TRS Sapphire VII LLC Ashford Walnut Creek GP LLC Ashford Walnut Creek XX Xxxxxx Embassy Beverage, Inc. Bucks County Member LLC CHH Capital Hotel GP LLC CHH Capital Hotel Partners LP * CHH Capital Tenant Corp. CHH Crystal City Hotel GP, LLC CHH Crystal City Hotel LP CHH Dallas Parent, LLC CHH Dallas Partnership LP CHH III Tenant Parent Corp. CHH Xxx Vista Hotel GP, LLC CHH Xxx Vista Hotel LP CHH Rye Town Hotel GP LLC CHH Rye Town Hotel LP CHH Santa Xxxxx Hotel GP LLC CHH Santa Xxxxx Hotel LP CHH Xxxxxx Xxxxx Hotel GP LLC CHH Xxxxxx Xxxxx Hotel Partners LP CHH Xxxxxx Xxxxx Tenant Corp. CHH Tucson Parent LLC CHH Tucson Partnership LP CIH Galleria Parent LLC CM Hotel GP LLC CM Hotel Partners LP Commack New York Hotel Limited Partnership Coral Gables Florida Hotel Limited Partnership Crystal City Tenant Corp. CY-CIH Manchester Parent LLC CY Manchester Hotel Partners LP CY Manchester Tenant Corporation DLC 2 Tree Tenant Corp. Dearborn Hotel Partners XX Xxxxxxxx Tenant Corp. EC Tenant Corp. FL/NY GP LLC Galleria Hotel Partners Galleria Tenant Corporation Hyannis Massachusetts Hotel Limited Partnership Key West Florida Hotel Limited Partnership Key West Hotel GP LLC Xxx Vista Tenant Corp. Minnetonka Hotel GP LLC Minnetonka Minnesota Hotel Limited Partnership New Xxxxxxx Hills GP LLC New Xxxxxxx Hills Hotel Limited Partnership New Clear Lake GP LLC New Clear Lake Hotel Limited Partnership New Fort Tower I GP LLC New Fort Tower I Hotel Limited Partnership New Fort Tower II GP LLC New Fort Tower II Hotel Limited Partnership New Houston GP LLC New Houston Hotel Limited Partnership New Indianapolis Downtown GP LLC New Indianapolis Downtown Hotel Limited Partnership Palm Beach Florida Hotel and Office Building Limited Partnership Palm Beach GP LLC PH Hotel GP, LLC PH Hotel Partners, LP XXX Xxxxxxx Subsidiary I LLC XXX Xxxxxxx Venture I LLC XXXXX XX ND, LLC RFS SPE 2000 LLC RI-CIH Manchester Parent LLC RI Manchester Hotel Partners LP RI Manchester Tenant Corporation Ruby Senior General Partner I LLC Ruby Senior General Partner II LLC Ruby Senior General Partner III LLC Rye Town Tenant Corp. Santa Xxxxx Tenant Corp. South Yarmouth Massachusetts Hotel Limited Partnership St. Petersburg Florida Hotel Limited Partnership St. Petersburg GP LLC Westbury New York Hotel Limited Partnership Xxxxxxx XX GP LLC Ashford PH GP LLC Xxxxxxx Xxxxxxx City GP LLC Xxxxxxx Xxx Vista GP LLC Ashford Santa Xxxxx GP LLC Xxxxxxx XX Partners XX Xxxxxxx PH Partners LP Xxxxxxx Xxxxxxx City Partners LP Xxxxxxx Xxx Vista Partners XX Xxxxxxx Santa Xxxxx Partners LP 49 Ashford TRS CM LLC Ashford TRS PH LLC Ashford TRS Crystal City LLC Ashford TRS Xxx Vista LLC Ashford TRS Santa Xxxxx LLC Xxxxxxx LMND LLC Ashford GCH Beverage, Inc. Ashford HI Beverage, Inc. Ashford Investment Management XX Xxxxxxx Investment Management GP LLC PIM Highland Holding LLC * PIM Highland TRS Corporation * Ashford TRS WQ LLC Ashford WQ Hotel GP LLC Ashford WQ Hotel XX Xxxxxxx WQ Licensee LLC HH Annapolis Holding LLC HH Annapolis LLC HH Atlanta LLC XX Xxxxxx Hotel Associates, L.P. HH Baltimore Holdings LLC HH Baltimore LLC HH Boston Back Bay LLC HH Chicago LLC XX Xxxxxxxxx Hotel Associates, L.P. HH Denver LLC HH DFW Hotel Associates, L.P. HH FP Portfolio LLC * HH Gaithersburg Borrower LLC HH Gaithersburg LLC HH LC Portfolio LLC * HH Melrose Hotel Associates, L.P. HH Nashville LLC HH Palm Springs LLC HH Princeton LLC HH San Antonio LLC HH Savannah LLC HH Tampa Westshore LLC HH Texas Hotel Associates L.P. HHC Texas GP LLC Portsmouth Hotel Associates LLC HHC TRS Atlanta LLC HHC TRS Austin LLC HHC TRS Baltimore LLC HHC TRS Chicago LLC HHC TRS FP Portfolio LLC HHC TRS GP LLC HHC TRS Highland LLC HHC TRS LC Portfolio LLC HHC TRS Melrose LLC HHC TRS Nashville LLC HHC TRS OP LLC HHC TRS Portsmouth LLC HHC TRS Princeton LLC HHC TRS Savannah LLC HHC TRS Tampa LLC Non-REIT GP LLC HH Swap A LLC * HH Swap C LLC * HH Swap C-1 LLC HH Swap D LLC * HH Swap F LLC * HH Swap F-1 LLC HH Swap G LLC * HH Mezz Borrower A-2 LLC * HH Mezz Borrower C-2 LLC * HH Mezz Borrower D-2 LLC * HH Mezz Borrower F-2 LLC * HH Mezz Borrower G-2 LLC * HH Mezz Borrower A-3 LLC * HH Mezz Borrower C-3 LLC * HH Mezz Borrower D-3 LLC * HH Mezz Borrower F-3 LLC * HH Mezz Borrower G-3 LLC * HH Mezz Borrower A-4 LLC * HH Mezz Borrower C-4 LLC * HH Mezz Borrower D-4 LLC * HH Mezz Borrower F-4 LLC * HH Mezz Borrower G-4 LLC * Schedule III None. SchSchedule IV See attached term sheet. II-1 SCHEDULE III Xxxxx X. Xxxxxxxx53 Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-162750 October 12, 2011 Ashford Hospitality Trust, Inc. 9.000% Series E Cumulative Preferred Stock (Liquidation Preference $25 per share) Pricing Term Sheet October 12, 2011 Issuer: Ashford Hospitality Trust, Inc. Security: 9.000% Series E Cumulative Preferred Stock Size: 1,280,000 shares (1,472,000 shares if the underwriters’ option to purchase additional shares is fully exercised) Maturity Date: Perpetual (unless redeemed by the Issuer on or after April 18, 2016 or pursuant to its special optional redemption right, or converted by a holder in connection with certain changes of control) Trade Date: October 12, 2011 Expected Settlement and Delivery Date: October 17, 2011 (T+3) Liquidation Preference: $25 per share plus accrued and unpaid dividends Dividend: 9.000% per annum (or $2.25 per share) Dividend Payment Dates: January 15, April 15, July 15 and October 15, beginning January 17, 2011 Yield (including accrued dividend): 9.59% Yield (excluding accrued dividend): 9.62% Public Offering Price: $23.47 per share; $30,041,600 total (not including the underwriters’ option to purchase additional shares) Underwriting Discounts and Commissions: $0.74 per share; $947,200 total (not including the underwriters’ option to purchase additional shares)

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. [signatures on next page] If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership and the Underwriters. Very truly yours, NORTHSTAR REALTY FINANCE CORPASHFORD HOSPITALITY TRUST, INC. By: /s/ Xxxxx X. Xxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & Chief Operating Officer and General Counsel NORTHSTAR REALTY FINANCE ASHFORD HOSPITALITY LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp.Ashford OP General Partner LLC, its sole general partner By: Ashford Hospitality Trust, Inc., its sole member By: /s/ Xxxxx X. Xxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & Chief Operating Officer and General Counsel Accepted and agreed to CONFIRMED AND ACCEPTED, as of the date first above written, on behalf of themselves and the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK UBS SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxxx Ropa Xxxxx X. Xxxx Name: Xxxxxxx Ropa Xxxxx X. Xxxx Title: Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx Xxxx Xxxxx Name: Xxxxx Xxxx Xxxxx Title: Associate Director SCHEDULE Vice President Schedule I Underwriter Number of initial shares Shares to be purchased Purchased UBS Securities LLC 1,155,000 Citigroup Global Markets Inc. 1,155,000 Barclays Capital Inc. 330,000 Deutsche Bank Securities Inc. 13,500,000 UBS Securities LLC 13,500,000 330,000 FBR Capital Markets & Co. 900,000 JMP Securities 330,000 Total 3,300,000 Schedule II Ashford Hospitality Trust, Inc. 9181-3543 Quebec Inc. AH Hotel GP LLC 900,000 XxxxxxAH Hotel Partners LP AH Tenant Corporation Annapolis Maryland Hotel Limited Partnership Annapolis Hotel GP LLC Xxxxxxx 0000 XX LLC Ashford Alpharetta Limited Partnership Ashford Anaheim GP LLC Ashford Anaheim XX Xxxxxxx Anchorage GP LLC Ashford Anchorage XX Xxxxxxx Atlanta Buckhead XX Xxxxxxx Atlanta Perimeter XX Xxxxxxx Atlantic Beach XX Xxxxxxx Austin XX Xxxxxxx Basking Ridge XX Xxxxxxx Birmingham XX Xxxxxxx Bloomington XX Xxxxxxx Bridgewater Hotel Partnership, XX Xxxxxxx Bucks County LLC Ashford Buena Vista LP Xxxxxxx Xxxxxx I XX Xxxxxxx Xxxxxx XX XX Xxxxxxx BWI Airport XX Xxxxxxx Canada Nominee Corporation Ashford Canada Trust Ashford Centerville Limited Partnership Xxxxxxx Xxxxxxxxx Limited Partnership Ashford Chicago O’Xxxx XX LLC Xxxxxxx Chicago O’Xxxx XX Xxxxxxx XX GP LLC Xxxxxxx XX Partners XX Xxxxxxx Columbus XX Xxxxxxx Coral Gables XX Xxxxxxx Credit Holding LLC Xxxxxxx Xxxxxxx City GP LLC Xxxxxxx Xxxxxxx City Limited Partnership Xxxxxxx Xxxxxxx City Partners LP Xxxxxxx Xxxxxxx Gateway GP LLC Xxxxxxx Xxxxxxx Gateway XX Xxxxxxx Dallas XX Xxxxxxx Dearborn GP LLC Ashford Dulles XX Xxxxxxx Xxxxxx II LLC Ashford Durham I LLC Ashford Durham II LLC Xxxxxxx Xxxxxx XX Xxxxxxx Evansville I XX Xxxxxxx Evansville III XX Xxxxxxx Falls Church Limited Partnership Ashford Finance Subsidiary I General Partner LLC Ashford Finance Subsidiary I XX Xxxxxxx Flagstaff XX Xxxxxxx Ft. Lauderdale Weston I LLC Ashford Ft. Lauderdale Xxxxxx XX LLC Xxxxxxx Ft. Lauderdale Weston III LLC Ashford Gaithersburg Limited Partnership Ashford Gateway TRS Corporation Ashford Hawthorne XX Xxxxxxx HHC LLC Ashford HHC II LLC Ashford HHC III LLC Ashford HHC Partners XX Xxxxxxx HHC Partners II XX Xxxxxxx HHC Partners III XX Xxxxxxx Holtsville XX Xxxxxxx Hospitality Finance Albuquerque General Partner LLC Ashford Hospitality Finance Albuquerque XX Xxxxxxx Hospitality Finance California General Partner LLC Ashford Hospitality Finance General Partner LLC Ashford Hospitality Finance XX Xxxxxxx Hospitality Finance La Jolla XX Xxxxxxx Hospitality Limited Partnership Ashford Hospitality Servicing LLC Ashford IHC, LLC Ashford IHC Partners XX Xxxxxxx Irvine Spectrum Foothill Ranch Limited Partnership Ashford Jacksonville I XX Xxxxxxx Jacksonville II XX Xxxxxxx Jacksonville III GP LLC Ashford Jacksonville III XX Xxxxxxx Jacksonville IV GP LLC Ashford Jacksonville IV XX Xxxxxxx Kansas City XX Xxxxxxx Kennesaw I XX Xxxxxxx Kennesaw II XX Xxxxxxx Las Vegas XX Xxxxxxx Laundry LLC Ashford Lawrenceville LP Xxxxxxx Xxx Vista GP LLC Xxxxxxx Xxx Vista Partners XX Xxxxxxx LLB C-Hotel Management, XX Xxxxxxx LLB F-Inn Management XX Xxxxxxx LLB SHS Management XX Xxxxxxx Louisville XX Xxxxxxx XX Xxxxxx Center XX Xxxxxxx Manhattan Beach XX Xxxxxxx Market Center XX Xxxxxxx Mezz Borrower LLC Ashford Minneapolis Airport GP LLC Ashford Minneapolis Airport LP Xxxxxxx Xxxx Mesa San Diego Limited Partnership Ashford Mobile XX Xxxxxxx MV San Diego GP LLC Xxxxxxx XX San Diego XX Xxxxxxx Newark XX Xxxxxxx Oakland XX Xxxxxxx OP General Partner LLC Ashford OP Limited Partner LLC Xxxxxxx Xxxxxxx Sea World Limited Partnership Ashford Overland Park Limited Partnership Ashford PH GP LLC Ashford PH Partners XX Xxxxxxx Philadelphia Annex LLC Ashford Philly GP LLC Ashford Philly XX Xxxxxxx Phoenix Airport XX Xxxxxxx Plano-C XX Xxxxxxx Plano-M XX Xxxxxxx Plano-R XX Xxxxxxx Plymouth Meeting XX Xxxxxxx Pool I GP LLC Ashford Pool II GP LLC Ashford Properties General Partner LLC Ashford Properties General Partner Sub III LLC Ashford Raleigh Limited Partnership Ashford Richmond LP Xxxxxxx Xxxx Palm Desert I Limited Partnership Ashford Salt Lake Limited Partnership Ashford San Francisco GP LLC Ashford San Francisco XX Xxxxxxx San Xxxxxxxxx XX XX Xxxxxxx San Xxxx XX Xxxxxxx Santa Xxxxx GP LLC Ashford Santa Xxxxx Partners XX Xxxxxxx Santa Fe XX Xxxxxxx Sapphire Acquisition LLC Ashford Sapphire GP LLC Ashford Sapphire I GP LLC Ashford Sapphire II GP LLC Ashford Sapphire III GP LLC Ashford Sapphire V GP LLC Ashford Sapphire VI GP LLC Ashford Sapphire VII GP LLC Ashford Sapphire Junior Holder I LLC Ashford Sapphire Xxxxxx Xxxxxx XX LLC Xxxxxxx Sapphire Junior Mezz I LLC Ashford Sapphire Junior Mezz II LLC Ashford Sapphire Senior Mezz I LLC Ashford Sapphire Senior Mezz II LLC Ashford Scottsdale XX Xxxxxxx Seattle Downtown XX Xxxxxxx Seattle Waterfront XX Xxxxxxx Senior General Partner LLC Ashford Senior General Partner I LLC Ashford Senior General Partner II LLC Ashford Senior General Partner III LLC Ashford Senior General Partner IV LLC Ashford Syracuse XX Xxxxxxx Tampa International Hotel XX Xxxxxxx Terre Haute XX Xxxxxxx Xxxxxx Lakes XX Xxxxxxx Torrance XX Xxxxxxx TRS Anaheim LLC Ashford TRS Canada Corporation Ashford TRS Chicago LLC Ashford TRS CM LLC Ashford TRS Corporation Ashford TRS Crystal City LLC Ashford TRS I LLC Ashford TRS III LLC Ashford TRS IV LLC Ashford TRS V LLC Ashford TRS VI Corporation Ashford TRS Jacksonville III LLC Ashford TRS Jacksonville IV LLC Ashford TRS Xxx Vista LLC Ashford TRS Lessee LLC Ashford TRS Lessee I LLC Ashford TRS Lessee II LLC Ashford TRS Lessee III LLC Ashford TRS Lessee IV LLC Ashford TRS Nickel LLC Ashford TRS PH LLC Ashford TRS Pool I LLC Ashford TRS Pool II LLC Ashford TRS San Francisco LLC Ashford TRS Sapphire GP LLC Ashford TRS Sapphire LLC Ashford TRS Sapphire I LLC Ashford TRS Sapphire II LLC Ashford TRS Sapphire III LLC Ashford TRS Sapphire V LLC Ashford TRS Sapphire VI LLC Ashford TRS Sapphire VII LLC Ashford TRS Santa Xxxxx LLC Xxxxxxx TRS Walnut Creek GP LLC Ashford TRS Walnut Creek LP Bucks County Member LLC CC2 Tree Tenant Corp CHH Capital Hotel GP LLC CHH Capital Hotel Partners LP CHH Capital Tenant Corp CHH Crystal City Hotel GP, LLC CHH Crystal City Hotel LP CHH Dallas Parent, LLC CHH Dallas Partnership LP CHH III Tenant Parent Corp CHH Xxx Vista Hotel GP, LLC CHH Xxx Vista Hotel LP CHH Rye Town Hotel GP LLC CHH Rye Town Hotel LP CHH Santa Xxxxx Hotel GP LLC CHH Santa Xxxxx Hotel LP CHH Xxxxxx Xxxxx Hotel GP LLC CHH Xxxxxx Xxxxx Hotel Partners LP CHH Xxxxxx Xxxxx Tenant Corp CHH Tucson Parent LLC CHH Tucson Partnership LP CIH Galleria Parent LLC CM Hotel GP LLC CM Hotel Partners LP Commack New York Hotel Limited Partnership Coral Gables Florida Hotel Limited Partnership Crystal City Tenant Corp CY-CIH Manchester Parent LLC CY Manchester Hotel Partners LP CY Manchester Tenant Corp Dallas Texas Hotel Limited Partnership DLC 2 Tree Tenant Corp Dearborn Hotel Partners XX Xxxxxxxx & Company, Incorporated 900,000 MLV & Co. Tenant Corp EC Tenant Corp FL/NY GP LLC 300,000 Total 30,000,000 SCHEDULE Galleria Hotel Partners LP (f/k/a HI Galleria Hotel Partners LP) Galleria Tenant Corporation Xxxxxxx Xxxxx Hotel Limited Partnership HMA Hotel GP LLC HMA Hotel Partners LP Hyannis Massachusetts Hotel Limited Partnership Key West Florida Hotel Limited Partnership Key West Hotel GP LLC Xxx Vista Tenant Corp Minnetonka Hotel GP LLC Minnetonka Minnesota Hotel Limited Partnership New Xxxxxxx Hills GP LLC New Xxxxxxx Hills Hotel Limited Partnership New Clear Lake GP LLC New Clear Lake Hotel Limited Partnership New Fort Tower I GP LLC New Fort Tower I Hotel Limited Partnership New Fort Tower II ISSUER FREE WRITING PROSPECTUSES NoneGP LLC New Fort Tower II Hotel Limited Partnership New Houston GP LLC New Houston Hotel Limited Partnership New Indianapolis Airport Hotel Limited Partnership New Indianapolis Downtown GP LLC New Indianapolis Downtown Hotel Limited Partnership New Milford Hotel Limited Partnership Palm Beach Florida Hotel and Office Building Limited Partnership Palm Beach GP LLC PH Hotel GP LLC PH Hotel Partners LP XXX Xxxxxxx Subsidiary I LLC XXX Xxxxxxx Subsidiary II LLC XXX Xxxxxxx Subsidiary III LLC XXX Xxxxxxx Venture I LLC XXX Xxxxxxx Venture II LLC RFS SPE 2000 LLC RI-CIH Manchester Parent LLC RI Manchester Hotel Partners LP RI Manchester Tenant Corporation Ruby Senior General Partner I LLC Ruby Senior General Partner II LLC Ruby Senior General Partner III LLC Rye Town Tenant Corp Santa Xxxxx Tenant Corp South Yarmouth Massachusetts Hotel Limited Partnership St. Petersburg Florida Hotel Limited Partnership St Petersburg GP LLC Westbury New York Hotel Limited Partnership Schedule III See attached term sheet. Sch. II-1 SCHEDULE III Xxxxx X. XxxxxxxxSchedule IV See attached Issuer General Use Free Writing Prospectus.

Counterparts and Facsimile Signatures. This Agreement may be signed by the parties in counterparts, counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership Advisor and the UnderwritersAdministrator on the one hand, and the Underwriters on the other, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Operating Partnership Advisor and the UnderwritersAdministrator on the one hand, and each of the Underwriters on the other. Very truly yours, NORTHSTAR REALTY FINANCE CORPOFS CREDIT COMPANY, INC. By: /s/ Xxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxx Name: Xxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxx Title: Executive Vice President & General Counsel NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP By: NorthStar Realty Finance Corp.Chief Financial Officer OFS CAPITAL MANAGEMENT, its sole general partner LLC By: /s/ Xxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxx Name: Xxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxx Title: Executive Vice President & General Counsel Senior Managing Director OFS CAPITAL SERVICES, LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Managing Director Accepted and agreed to as of asof the date first above written, on behalf of themselves and the several other Underwriters named on Schedule I hereto: DEUTSCHE BANK SECURITIES INC. National Securities Corporation By: /s/ Xxxxxxxx Xxxxx Xxxx Name: Xxxxxxxx Xxxxx Xxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxxx Ropa Name: Xxxxxxx Ropa Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Associate Director SCHEDULE EVP, Head of Investment Banking [Signature Page to the Underwriting Agreement] Schedule I Underwriter Underwriters Number of initial shares Firm Shares National Securities Corporation 405,818 X. Xxxxx Securities, Inc. 326,364 Ladenburg Xxxxxxxx & Co. Inc. 22,628 Maxim Group LLC 174,457 Aegis Capital Corp. 87,030 JonesTrading Institutional Services LLC 8,703 Total 1,025,000 Schedule II Pricing Information Number of Firm Shares: 1,025,000 Number of Additional Shares: 153,750 Public Offering Price: $14.67 Underwriting Discounts and Commissions: $601,470.00 2 Exhibit A Form of Lock-Up Letter Agreement FORM OF LOCK-UP LETTER AGREEMENT Dated as of __________, 2021 National Securities Corporation c/o National Securities Corporation 000 Xxxxx Xxxxxx, 25th Floor New York, New York 10281 This Lock-Up Letter Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) to be purchased Deutsche Bank Securities Inc. 13,500,000 UBS Securities LLC 13,500,000 FBR Capital Markets & Co. 900,000 JMP Securities LLC 900,000 Xxxxxx, Xxxxxxxx & entered into by and among OFS Credit Company, Incorporated 900,000 MLV & Co. Inc., a Delaware corporation (the “Company”), OFS Capital Management, LLC 300,000 Total 30,000,000 SCHEDULE II ISSUER FREE WRITING PROSPECTUSES Noneand OFS Capital Services, LLC and National Securities Corporation, with respect to the public offering (the “Offering”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). SchIn order to induce you to enter into the Underwriting Agreement, the undersigned agrees that from the date hereof until the end of a period of 30 days after the date of the final prospectus relating to the Offering the undersigned will not, without the prior written consent of National Securities Corporation (the “Representative”), (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission (the “Commission”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any other securities of the Company that are substantially similar to Common Stock (other than preferred stock of the Company), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any other securities of the Company that are substantially similar to Common Stock (other than preferred stock of the Company), whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). II-1 SCHEDULE III Xxxxx X. XxxxxxxxThe foregoing sentence shall not apply to (a) the registration of or sale to the Underwriters of any Common Stock pursuant to the Offering and the Underwriting Agreement, (b) bona fide gifts, provided the recipient thereof agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Letter Agreement, (c) dispositions to any trust, family limited partnership or other entity for the direct benefit of the undersigned or the immediate family of the undersigned, provided that such trust, family limited partnership or other entity agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Letter Agreement, or (d) the sale of any preferred stock of the Company. In addition, the undersigned hereby waives any rights the undersigned may have to require registration of Common Stock in connection with the filing of a registration statement relating to the Offering. The undersigned further agrees that from the date hereof until the end of a period of 30 days after the date of the final prospectus relating to the Offering, the undersigned will not, without the prior written consent of the Representative, make any demand for, or exercise any right with respect to, the registration of Common Stock of the Company or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock. If (i) prior to the execution of the Underwriting Agreement, the Company notifies you in writing that it does not intend to proceed with the Offering, (ii) the registration statement filed with the Commission with respect to the Offering is withdrawn, or (iii) for any reason the Underwriting Agreement shall be terminated prior to the Closing Time (as defined in the Underwriting Agreement), or (iv) the Firm Shares Closing Time has not occurred on or before June 30, 2021, this Lock-Up Letter Agreement shall be terminated and the undersigned shall be released from his, her or its obligations hereunder.