Apple Hospitality REIT, Inc. (a Virginia corporation) Common Shares (No Par Value Per Share) AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT

Exhibit 1.1

Apple Hospitality REIT, Inc.

(a Virginia corporation)

Common Shares

(No Par Value Per Share)

AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT

February 23, 2022

Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxx 00000		KeyBanc Capital Markets, Inc. 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, Xxxx 00000
X. Xxxxx Securities, Inc. 000 Xxxx Xxx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000		Scotia Capital (USA) Inc. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000
BTIG, LLC 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000		Truist Securities, Inc. 0000 Xxxxxxxxx Xxxx XX, 00xx Xxxxx Xxxxxxx, Xxxxxxx 00000
Jefferies LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000

Ladies and Gentlemen:

Reference is made to that certain Equity Distribution Agreement, dated August 12, 2020 (the “Agreement”), by and among Apple Hospitality REIT, Inc., a Virginia corporation (the “Company”), and Xxxxxx X. Xxxxx & Co. Incorporated, X. Xxxxx Securities, Inc., BTIG, LLC, Jefferies LLC, KeyBanc Capital Markets Inc., Scotia Capital (USA) Inc. and Truist Securities, Inc., (each an “Agent” and collectively, the “Agents”). On February 23, 2022, the Company filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-262915) (the “Registration Statement), in respect of certain of the Company’s securities, in anticipation of the expiration of the Company’s registration statement on Form S-3 (File No. 333-230886) (the “Expiring Registration Statement”). The Parties wish to amend the Agreement to reference the Registration Statement instead of the Expiring Registration Statement (this “Amendment”). The Parties therefore hereby agree as follows:

1. Commission File Number. The Agreement is hereby amended so that the reference to the Commission file number of the registration statement on Form S-3 filed by the Company with the Commission shall be file number 333-262915.

2. Effective Date. The Agreement is hereby amended to reflect that the effective date of the Registration Statement is February 23, 2022.

3. Maximum Amount. The Agreement is hereby amended to reflect that, as of the date hereof, the Maximum Amount of the Securities that may be issued and sold from time to time by the Company, in the manner and subject to the terms and conditions of the Agreement, as amended by this Amendment, is $223,967,150.57.

4. Governing Law. This Amendment and all the rights and obligations of the parties shall be governed by and construed in accordance with the laws of the State of New York.

5. Counterparts. This Amendment may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.

6. Agreement Remains in Effect. Except as provided herein, all provisions, terms and conditions of the Agreement shall remain in full force and effect. As amended hereby, the Agreement is ratified and confirmed in all respects.

7. Terms used herein but not otherwise defined are used herein as defined in the Agreement.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof; whereupon this instrument, along with all counterparts, will become a binding agreement among the Agents and the Company in accordance with its terms.

Very truly yours,
APPLE HOSPITALITY REIT, INC.
By:		/s/ Xxxxxxxxx X. Xxxxxxx
Name: Xxxxxxxxx X. Xxxxxxx
Title: Chief Financial Officer

[Equity Distribution Agreement Amendment No. 1 Signature Page]

The foregoing Amendment No. 1 to the Agreement is hereby confirmed and accepted as of the date first written above.

XXXXXX X. XXXXX & CO. INCORPORATED
By:		/s/ Xxxxxxxxxxx Xxxxxx
Name: Xxxxxxxxxxx Xxxxxx
Title: Managing Director
X. XXXXX SECURITIES, INC.
By:		/s/ Xxxxxxx XxXxxxxx
Name: Xxxxxxx XxXxxxxx
Title: Co-Head of Investment Banking
BTIG, LLC
By:		/s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Managing Director
JEFFERIES LLC
By:		/s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Managing Director
KEYBANC CAPITAL MARKETS INC.
By:		/s/ Xxxx Xxxxxxxxxxx
Name: Xxxx Xxxxxxxxxxx
Title: Managing Director, Equity Capital Markets
SCOTIA CAPITAL (USA) INC.
By:		/s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Managing Director
TRUIST SECURITIES, INC.
By:		/s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Director

[Equity Distribution Agreement Amendment No. 1 Signature Page]