2,400,000 SHARES OF COMMON STOCK WINSTON HOTELS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 25th, 2006 • Winston Hotels Inc • Real estate investment trusts • New York
Winston Hotels, Inc., a North Carolina corporation (the “COMPANY”), proposes to issue and sell to Friedman, Billings, Ramsey & Co., Inc., Raymond James & Associates, Inc., Robert W. Baird & Co. Incorporated and BB&T Capital Markets, a Division of Scott & Stringfellow, Inc. (the “UNDERWRITERS,” which term shall also include any underwriters substituted as provided in Section 10 hereof) an aggregate of 2,400,000 shares (the “FIRM SHARES”) of common stock, $0.01 par value per share, of the Company (“COMMON STOCK”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 2 hereof, up to an additional 360,000 shares (the “ADDITIONAL SHARES”) of Common Stock. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “SHARES.” Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Registration Statement (as defined below).
