6,000,000 Shares CHATHAM LODGING TRUST Common Shares of Beneficial Interest UNDERWRITING AGREEMENTUnderwriting Agreement • September 24th, 2014 • Chatham Lodging Trust • Real estate investment trusts • New York
Chatham Lodging Trust, a Maryland real estate investment trust (the “Company”), proposes to sell 6,000,000 shares (the “Firm Shares”) of the Company’s common shares of beneficial interest, par value $0.01 per share (the “Common Shares”), to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”). In addition, the Company proposes to grant to the Underwriters an option to purchase up to 900,000 additional Common Shares on the terms set forth in Section 2 (the “Option Shares”). The Firm Shares and the Option Shares, if purchased, are hereinafter collectively called the “Shares.” This is to confirm the agreement concerning the purchase of the Shares from the Company by the Underwriters.
HUNTON & WILLIAMS LLP RIVERFRONT PLAZA, EAST TOWER 951 EAST BYRD STREET RICHMOND, VIRGINIA 23219-4074 TEL 804 • 788 • 8200 FAX 804 • 788 • 8218Underwriting Agreement • September 24th, 2014 • Chatham Lodging Trust • Real estate investment trusts
We have acted as counsel to Chatham Lodging Trust, a Maryland real estate investment trust (the “Company”), in connection with the preparation of a Form S-3 registration statement (File No. 333-193389) declared effective by the Securities and Exchange Commission on January 30, 2014 (the “Registration Statement”), with respect to the offer and sale of common shares of beneficial interest, par value $0.01 per share, of the Company (the “Common Shares”), preferred shares of beneficial interest, par value $0.01 per share, of the Company (the “Preferred Shares”), warrants entitling the holders to purchase Common Shares or Preferred Shares, and units comprising one or more of the preceding securities of the Company to be offered from time-to-time, having an aggregate public offering price not to exceed $500,000,000, and the offer and sale of 6,900,000 Common Shares pursuant to a preliminary prospectus supplement filed on September 18, 2014 and a final prospectus supplement filed on September
