ASHFORD HOSPITALITY TRUST, INC. (a Maryland corporation) 8,000,000 Shares of 8.45% Series D Cumulative Preferred Stock (Liquidation Preference $25 Per Share) (Par Value $.01 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • July 17th, 2007 • 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 Wachovia Capital Markets, LLC, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated, are acting as Representatives (in such capacity, the “Representatives”), with respect to the sale by the Company of 8,000,000 shares (the “Shares”) of the Company’s 8.45% Series D Cumulative Preferred Stock (liquidation preference $25 per share), par value $.01 per share (the “Series D Stock”), and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of Series D Stock set forth opposite the names of the Unde
