ASHFORD HOSPITALITY TRUST, INC. (a Maryland corporation) 7,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 5th, 2011 • Ashford Hospitality Trust Inc • Real estate investment trusts • New York
Ashford Hospitality Trust, Inc., a Maryland corporation (the “Company”), and Ashford Hospitality Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), each confirms its agreement with each of the Underwriters listed on Schedule I hereto (collectively, the “Underwriters,” which term shall include any underwriter substituted as provided in Section 8 hereof), for whom Morgan Stanley & Co. LLC, Credit Suisse Securities (USA) LLC, KeyBanc Capital Markets Inc. and UBS Securities LLC are acting as Representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company of 7,000,000 shares (the “Initial Shares”) of common stock, par value $.01 per share of the Company (the “Common Stock”), and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of Common Stock set forth opposite the names of the Underwriters in Schedule I hereto, and (ii) the grant of the option described in Section 1(
