1,610,000 Shares SOTHERLY HOTELS INC. par value $0.01 per share (Liquidation Preference $25.00 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • August 22nd, 2016 • Sotherly Hotels Lp • Hotels & motels • New York
Sotherly Hotels Inc., a Maryland corporation (the “Company”), and Sotherly Hotels LP, a Delaware limited partnership (the “Operating Partnership” and together with the Company, the “Transaction Entities”), confirm their respective agreements with the underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Sandler O’Neill & Partners, L.P. is acting as representative (in such capacity, the “Representative”), with respect to the sale by the Company and the purchase by the Underwriters of an aggregate of 1,610,000 shares of 8.0% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (the “Series B Preferred Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Initial Securities”). The Company also proposes to grant to the Underwriters, acting severally and not jointly, an option d
