0001140361-10-013442 Sample Contracts

HERSHA HOSPITALITY TRUST (a Maryland real estate investment trust) 24,000,000 Priority Class A Common Shares ($0.01 Par Value) UNDERWRITING AGREEMENT
Underwriting Agreement • March 24th, 2010 • Hersha Hospitality Trust • Real estate investment trusts • New York

This Lock-Up Letter Agreement is being delivered to you, as Representatives of the several Underwriters (the “Underwriters”) listed in Schedule A to the Underwriting Agreement (the “Underwriting Agreement”), in connection with the proposed Underwriting Agreement to be entered into by Hersha Hospitality Trust (the “Company”), Hersha Hospitality Limited Partnership (the “Operating Partnership”), and you with respect to the public offering (the “Offering”) of Common Shares, par value $ 0.01 per share, of the Company (the “Common Shares”).

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