exv4w7



 






Exhibit 4.7




REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 16, 2005, is entered into by and among
Ashford Hospitality Trust, Inc., a Maryland corporation (the “Company”), and those parties
signatory hereto (the “Unitholders”).



INTRODUCTION




     A. On this date, affiliates of the Unitholders contributed certain hotel and office properties
to the Company and its subsidiaries in exchange for cash and securities issued by a subsidiary of
the Company.



     B. Certain of the securities are exchangeable for cash or, at the option of the Company,
common stock of the Company.



     C. The Company has agreed to register the Unitholders’ sale of the common stock to others
under certain terms and conditions.



     NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained,
and for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



ARTICLE I

DEFINITIONS




     Section 1.1 Definitions. In addition to the definitions set forth above, the
following terms, as used herein, have the following meanings:



     “Affiliate” of a Person shall mean any other Person that is directly or indirectly
(through one or more intermediaries) controlled by, under common control with, or controlling such
Person. For purposes of this definition, “control” shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities, by contract or otherwise. A relevant
Person shall be deemed to be controlled by another Person if the other Person (i) with respect to a
corporation, owns more than a majority of the issued and outstanding voting equity interests of
such corporation, (ii) with respect to a partnership, is a general partner of such partnership and
(iii) with respect to a limited liability company, is a managing member or is a member owning more
than a majority of the issued and outstanding voting equity interests of such limited liability
company.



     “Agreement” means this Registration Rights Agreement (including all exhibits,
schedules and other attachments) as amended, restated, supplemented or otherwise modified from time
to time.



     “Articles of Incorporation” means the Articles of Amendment and Restatement of the
Company as filed with the Secretary of State of the State of Maryland on July 28, 2003, as the same
may be amended, restated, supplemented or otherwise modified from time to time.



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     “Beneficial Owners Agreement” means each Beneficial Owners Agreement dated as of the
date of this Agreement by a Unitholder.



     “Business Day” means any day other than Saturday, Sunday or a day on which banks in
New York City are authorized or required by law, regulation or executive order to close.



     “B Units” shall mean “Class B Common Partnership Units,” as defined and described in
the Partnership Agreement.



     “Commission” means the Securities and Exchange Commission.



     “Common Stock” means the Company’s common stock, $0.01 par value.



     “Common Units” shall mean “Common Partnership Units,” as defined and described in the
Partnership Agreement.



     “Company” shall have the meaning given such term in the preamble.



     “Exchange Act” means the Securities Exchange Act of 1934, and the rules and
regulations promulgated thereunder, in each case, as amended, restated, supplemented or otherwise
modified from time to time.



     “Exchangeable OP Units” means the Common Units issued by the Operating Partnership to
the Unitholders on the date of this Agreement and the Common Units into which any B Units issued by
the Operating Partnership to the Unitholders on the date of this Agreement are converted.



     “GAAP” means generally accepted accounting principles, as established by the Financial
Accounting Standards Board.



     “Holder” means any Initial Holder, to the extent such Person is then the record owner
of any Registrable Security or any assignee or transferee of any Registrable Security (including
assignments or transfers of Registrable Securities to such assignees or transferees as a result of
the foreclosure on any loans secured by such Registrable Securities) to the extent (x) such
assignee or transferee is permitted under the Partnership Agreement, the applicable Beneficial
Owners Agreement and all applicable laws, rules, regulations and orders and (y) such assignee or
transferee agrees in writing to be bound by all the provisions of this Agreement and the applicable
Beneficial Owners Agreement, if applicable.



     “Immediate Family” of any individual means such individual’s estate and heirs or
current spouse, or former spouse, parents, parents-in-law, children (whether natural or adoptive or
by marriage), siblings and grandchildren and any trust or estate, all of the beneficiaries of which
consist of such individual or any of the foregoing.



     “Initial Holder” means (i) the Unitholder, (ii) any partner, member or stockholder of
the Unitholder, (iii) any Affiliate of any such partner, member or stockholder, and (iv) the
Immediate Family of any of the foregoing.



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     “Indemnified Party” shall have the meaning given such term in Section 2.8.



     “Indemnifying Party” shall have the meaning given such term in Section 2.8.



     “Operating Partnership” means Ashford Hospitality Limited Partnership, a Delaware
limited partnership and a subsidiary of the Company.



     “Partnership Agreement” means the Second Amended and Restated Agreement of Limited
Partnership of the Operating Partnership dated as of April 6, 2004 (as subsequently amended
September 2, 2004 and September 27, 2004), as the same may be amended, restated, supplemented or
otherwise modified from time to time.



     “Parties” means the Company and the Holders.



     “Person” means any individual or entity, including any partnership, limited liability
company, corporation, association, joint stock company, trust, joint venture, unincorporated
organization, or a federal, state, county, municipal or other government or any governmental or
quasi-governmental agency, department, commission, board, bureau, officer or instrumentality,
foreign or domestic.



     “Piggy-Back Registration” shall have the meaning given such term in Section
2.2.



     “Registrable Security” means each share of Common Stock of the Company at any time
owned of record by any Holder and which is issuable or issued upon exchange of Exchangeable OP
Units and each share of additional Common Stock issued as a dividend, distribution or exchange for,
or in respect of, such share until




     (i) a registration statement covering such share has been declared effective by the
Commission and such share has been disposed of pursuant to such effective registration
statement;




     (ii) such share is sold under circumstances in which all of the applicable conditions
of Rule 144 (or any similar provisions then in force) under the Securities Act are met or
under which such share may be sold pursuant to Rule 144(k); or




     (iii) such share has been otherwise transferred in a transaction that would constitute
a sale thereof under the Securities Act, the Company has delivered a new certificate or
other evidence of ownership for such shares not bearing the Securities Act restricted stock
legend and such share may be resold without restriction under the Securities Act;


provided, however, that a “Registrable Security” for purposes of the indemnification obligations
contained in Sections 2.6 and 2.7 shall mean each share that is registered on the Shelf
Registration Statement or pursuant to a Piggy-Back Registration, notwithstanding that such share
may not otherwise be a “Registrable Security” by operation of clause (iii) above. Notwithstanding
anything in this definition to the contrary, the term “Registrable Security” shall not include any
such share if such share (or the related Exchangeable OP Unit) was assigned or




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otherwise transferred in violation of any law, rule, regulation or order; the Agreement; or, if
applicable, any Beneficial Owners Agreement or the Partnership Agreement




     “Registration Expenses” shall have the meaning given such term in Section 2.5.



     “Securities Act” means the Securities Act of 1933, and the rules and regulations
promulgated thereunder, in each case, as amended, restated, supplemented or otherwise modified from
time to time.



     “Selling Holder” means a Holder who is selling Registrable Securities on the Shelf
Registration Statement or pursuant to Piggy-Back Registration.



     “Shelf Registration Statement” means a shelf registration statement as defined in
Section 2.1.



     “Underwriter” means a securities dealer who purchases any Registrable Securities as
principal and not as part of such dealer’s market-making activities.



     “Unitholders” shall have the meaning given such term in the preamble.



ARTICLE II

REGISTRATION RIGHTS




     Section 2.1 Shelf Registration. The Company shall prepare and file within 75 days
from the date of this Agreement a “shelf” registration statement with respect to the resale of the
Registrable Securities on an appropriate form for an offering to be made on a continuous basis
pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”), and the
Company shall use its best efforts to cause the Shelf Registration Statement to be declared
effective prior to the date that is six months from the date of this Agreement, and to keep such
Shelf Registration Statement continuously effective (subject to the terms and conditions of this
Agreement) until there are no longer any Registrable Securities. In the event that the Company
fails to so file, or if filed fails to so maintain the effectiveness of, a Shelf Registration
Statement, the Holders of Registrable Securities may participate in a Piggy Back Registration (as
defined below) pursuant to Section 2.2 herein; provided, further, that if and so long as a
Shelf Registration Statement is on file and effective (subject to the terms and conditions of this
Agreement), then the Company shall have no obligation to allow participation in a Piggy Back
Registration.



     Section 2.2 Piggy-Back Registration. Subject to Section 2.1 hereof, if the Company
proposes to file a registration statement (or a prospectus supplement pursuant to a then existing
shelf registration statement) under the Securities Act with respect to a proposed underwritten
equity offering by the Company for its own account or for the account of any of its respective
securityholders of any class of security other than (i) any registration statement filed by the
Company under the Securities Act relating to an offering of Common Stock for its own account as a
result of the exercise of the exchange rights set forth in Section 7.4 of the Partnership
Agreement, (ii) any registration statement filed in connection with a demand registration or any
other contractually obligated registration or (iii) a registration statement on Form S-4 or S-8 (or
any substitute form that may be adopted by the Commission) filed in connection with an



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exchange offer or offering of securities solely to the Company’s existing securityholders,
then the Company shall give written notice of such proposed filing to the Holders of Registrable
Securities as soon as practicable (but in no event less than ten (10) days before the anticipated
filing date of the applicable preliminary prospectus or, if applicable, prospectus supplement;
provided that in the case of a “bought deal” or an offering in which there is no (or very limited)
marketing, seven (7) days before pricing, and such notice shall offer such Holders the opportunity
to register such number of shares of Registrable Securities as each such Holder may request (a
“Piggy-Back Registration”). The Company shall use commercially reasonable efforts to cause
the managing Underwriter or Underwriters of a proposed underwritten offering to permit the
Registrable Securities requested to be included in a Piggy-Back Registration to be included on the
same terms and conditions as any similar securities of the Company included therein.




     Section 2.3 Reduction of Offering. Notwithstanding anything contained herein, if the
managing Underwriter or Underwriters of an offering described in Section 2.2 deliver a
written opinion to the Company and the Holders of the Registrable Securities included in such
offering that (i) the size of the offering that the Holders, the Company and such other persons
intend to make or (ii) the kind of securities that the Holders, the Company and/or any other
Persons intend to include in such offering are such that the success of the offering would be
materially and adversely affected by inclusion of the Registrable Securities requested to be
included, then




     (A) if the size of the offering is the basis of such Underwriter’s opinion, the amount
of securities to be offered for the accounts of Holders shall be reduced pro rata (according
to the number of Registrable Securities proposed for registration) to the extent necessary
to reduce the total amount of securities to be included in such offering to the amount
recommended by such managing Underwriter or Underwriters; provided that, in the case of a
Piggy-Back Registration, if securities are being offered for the account of other Persons as
well as the Company, then with respect to the Registrable Securities intended to be offered
by Holders, the proportion by which the amount of such class of securities intended to be
offered by Holders is reduced shall not exceed the proportion by which the amount of such
class of securities intended to be offered by such other Persons is reduced, if the Company
has the right to reduce such other Person’s allocation; and




     (B) if the combination of securities to be offered is the basis of such Underwriter’s
opinion, (x) the Registrable Securities to be included in such offering shall be reduced as
described in clause (A) above (subject to the proviso in clause (A)) or (y) if the actions
described in clause (x) would, in the judgment of the managing Underwriter, be insufficient
to substantially eliminate the adverse effect that inclusion of the Registrable Securities
requested to be included would have on such offering, such Registrable Securities will be
excluded from such offering.



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     Section 2.4 Registration Procedures; Filings; Information. In connection with the
Shelf Registration Statement under Section 2.1, the Company will use its best efforts to
effect the sale of such Registrable Securities in accordance with the intended method of
disposition thereof as quickly as practicable, and in connection with any such request:



     (a) The Company will, if requested, prior to filing a registration statement or any
prospectus, amendment or supplement thereto, furnish to each Selling Holder of the Registrable
Securities covered by such registration statement copies of such registration statement or related
document as proposed to be filed, and thereafter furnish to such Selling Holder and Underwriter, if
any, such number of conformed copies of such registration statement, each amendment and supplement
thereto (in each case including all exhibits thereto and documents incorporated by reference
therein), the prospectus included in such registration statement (including each preliminary
prospectus) and such other documents as such Selling Holder or Underwriter may reasonably request
to facilitate the disposition of the Registrable Securities owned by such Selling Holder.



     (b) After the filing of the registration statement, the Company will promptly notify each
Selling Holder of Registrable Securities covered by such registration statement of any stop order
issued or threatened by the Commission and take all reasonable actions required to prevent the
entry of such stop order or to remove it if entered.



     (c) The Company will use its best efforts to (i) register or qualify the Registrable
Securities under such other securities or blue sky laws of such jurisdictions in the United States
(where an exemption does not apply) as any Selling Holder or managing Underwriter or Underwriters,
if any, reasonably (in light of such Selling Holder’s intended plan of distribution) requests and
(ii) cause such Registrable Securities to be registered with or approved by such other governmental
agencies or authorities as may be necessary by virtue of the business and operations of the Company
and do any and all other acts and things that may be reasonably necessary or advisable to enable
such Selling Holder to consummate the disposition of the Registrable Securities owned by such
Selling Holder; provided that the Company will not be required to (A) qualify generally to do
business in any jurisdiction where it would not otherwise be required to qualify but for this
paragraph (c), (B) subject itself to taxation in any such jurisdiction or (C) consent to general
service of process in any such jurisdiction.



     (d) The Company will immediately notify each Selling Holder of such Registrable Securities, at
any time when a prospectus relating thereto is required to be delivered under the Securities Act,
of the occurrence of an event requiring the preparation of a supplement or amendment to such
prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such
prospectus will not contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading and promptly make available to each
Selling Holder any such supplement or amendment.



     (e) The Company will enter into customary agreements and take such other actions as are
reasonably required to expedite or facilitate the disposition of such Registrable Securities.



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     (f) The Company will make available for inspection by any Selling Holder of such Registrable
Securities, any Underwriter participating in any disposition pursuant to such registration
statement and any attorney, accountant or other professional retained by any such Selling Holder or
Underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate
documents and properties of the Company (collectively, the “Records”) as shall be reasonably
necessary to enable them to exercise their due diligence responsibility, and cause the Company’s
officers, directors and employees to supply all information reasonably requested by any Inspectors
in connection with such registration statement. Records which the Company determines, in good
faith, to be confidential and which it notifies the Inspectors are confidential shall not be
disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or
correct a misstatement or omission in such registration statement or (ii) the release of such
Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction.
Each Selling Holder of such Registrable Securities agrees that information obtained by it as a
result of such inspections shall be deemed confidential and shall not be used by it as the basis
for any market transactions in the securities of the Company unless and until such is made
generally available to the public. Each Selling Holder of such Registrable Securities further
agrees that it will, upon learning that disclosure of such Records is sought in a court of
competent jurisdiction, give notice to the Company and allow the Company, at its expense, to
undertake appropriate action to prevent disclosure of the Records deemed confidential.



     (g) The Company will furnish to each Selling Holder and to each Underwriter, if any, a signed
counterpart, addressed to such Selling Holder or Underwriter, of (i) an opinion or opinions of
counsel to the Company and (ii) if eligible under SAS 100, a comfort letter or comfort letters from
the Company’s independent public accountants, each in customary form and covering such matters of
the type customarily covered by opinions or comfort letters, as the case may be, as the Holders of
a majority of the Registrable Securities included in such offering or the managing Underwriter or
Underwriters therefor reasonably requests.



     (h) The Company will otherwise comply with all applicable rules and regulations of the
Commission, and make available to its securityholders, as soon as reasonably practicable, an
earnings statement covering a period of 12 months, beginning within three months after the
effective date of the registration statement, which earnings statement shall satisfy the provisions
of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder (or
any successor rule or regulation hereafter adopted by the Commission).



     (i) The Company will use its best efforts to cause all such Registrable Securities to be
listed on each securities exchange on which similar securities issued by the Company are then
listed.



     The Company may require each Selling Holder of Registrable Securities to promptly furnish in
writing to the Company such information regarding such Selling Holder, the Registrable Securities
held by it and the intended method of distribution of the Registrable Securities as the Company may
from time to time reasonably request and such other information as may be legally required in
connection with such registration.



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     Each Selling Holder agrees that, upon receipt of any notice from the Company of the happening
of any event of the kind described in Section 2.4(d) hereof, such Selling Holder will
forthwith discontinue disposition of Registrable Securities pursuant to the registration statement
covering such Registrable Securities until such Selling Holder’s receipt of the copies of the
supplemented or amended prospectus contemplated by Section 2.4(d) hereof, and, if so
directed by the Company, such Selling Holder will deliver to the Company all copies, other than
permanent file copies then in such Selling Holder’s possession, of the most recent prospectus
covering such Registrable Securities at the time of receipt of such notice. Each Selling Holder of
Registrable Securities agrees that it will immediately notify the Company at any time when a
prospectus relating to the registration of such Registrable Securities is required to be delivered
under the Securities Act of the happening of an event as a result of which information previously
furnished by such Selling Holder to the Company in writing expressly for inclusion in such
prospectus contains an untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein not misleading in light
of the circumstances in which they were made. In the event the Company shall give such notice, the
Company shall (i) promptly prepare and file a supplement or prepare, file and obtain effectiveness
of a post-effective amendment to a Registration Statement or the related prospectus or any document
incorporated therein by reference or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Securities, such prospectus will not contain any
untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading and (ii) extend the period during which such registration statement shall
be maintained effective by the number of days during the period from and including the date of the
giving of notice pursuant to Section 2.4(d) hereof to the date when the Company shall make
available to the Selling Holders of Registrable Securities covered by such registration statement a
prospectus supplemented or amended to conform with the requirements of Section 2.4(d)
hereof.



     Section 2.5 Registration Expenses. In connection with any Shelf Registration
Statement or any Piggy-Back Registration, the Company shall pay the following registration expenses
incurred in connection with the registration hereunder (the “Registration Expenses”): (i)
all registration and filing fees, (ii) fees and expenses of compliance with securities or blue sky
laws (including reasonable fees and disbursements of counsel in connection with blue sky
qualifications of the Registrable Securities), (iii) printing expenses, (iv) internal expenses
(including, without limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), (v) the fees and expenses incurred in connection with the listing of
the Registrable Securities, (vi) reasonable fees and disbursements of counsel for the Company and
customary fees and expenses for independent certified public accountants retained by the Company
(including the expenses of any comfort letters or costs associated with the delivery by independent
certified public accountants of a comfort letter or comfort letters requested pursuant to
Section 2.4(g) hereof), and (vii) the reasonable fees and expenses of any special experts
retained by the Company in connection with such registration. The Company shall have no obligation
to pay any underwriting fees, discounts or commissions attributable to the sale of Registrable
Securities, or any out-of-pocket expenses of the Selling Holders (or the agents who manage their
accounts) or any transfer taxes relating to the registration or sale of the Registrable Securities.



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     Section 2.6 Indemnification by the Company. The Company agrees to indemnify and hold
harmless each Selling Holder of Registrable Securities, its officers, directors and agents, and
each Person, if any, who controls such Selling Holder within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims,
damages and liabilities caused by any untrue statement or alleged untrue statement of a material
fact contained in any registration statement or prospectus relating to the Registrable Securities
(as amended or supplemented if the Company shall have furnished any amendments or supplements
thereto) or any preliminary prospectus, or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information furnished in writing to the Company by
such Selling Holder or on such Selling Holder’s behalf expressly for inclusion therein. The
Company also agrees to indemnify any Underwriters of the Registrable Securities, their officers and
directors and each Person who controls such underwriters within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the
indemnification of the Selling Holders provided in this Section 2.6, provided that the foregoing
indemnity with respect to any preliminary prospectus shall not inure to the benefit of any
Underwriter of the Registrable Securities from whom the person asserting any such losses, claims,
damages or liabilities purchased the Registrable Securities which are the subject thereof if such
person did not receive a copy of the prospectus (or the prospectus as supplemented) at or prior to
the confirmation of the sale of such Registrable Securities to such person in any case where such
delivery is required by the Securities Act and the untrue statement or omission of a material fact
contained in such preliminary prospectus was corrected in the prospectus (or the prospectus as
supplemented). The indemnity provided for in this Section 2.6 shall remain in full force
and effect regardless of any investigation made by or on behalf of any Selling Holder.



     Section 2.7 Indemnification by Holders of Registrable Securities. Each Selling Holder
agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers,
directors and agents and each Person, if any, who controls the Company within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the
foregoing indemnity from the Company to such Selling Holder, but only with respect to information
relating to such Selling Holder furnished in writing by such Selling Holder or on such Selling
Holder’s behalf expressly for use in any registration statement or prospectus relating to the
Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In
case any action or proceeding shall be brought against the Company or its officers, directors or
agents or any such controlling person, in respect of which indemnity may be sought against such
Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the
Company or its officers, directors or agents or such controlling person shall have the rights and
duties given to such Selling Holder, by Section 2.6. Each Selling Holder also agrees to
indemnify and hold harmless Underwriters, if any, of the Registrable Securities, their officers
and directors and each Person who controls such Underwriters within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the
indemnification of the Company provided in this Section 2.7. The liability of any Selling
Holder pursuant to this Section 2.7 may,



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in no event, exceed the net proceeds received by such Selling Holder from sales of Registrable
Securities giving rise to the indemnification obligations of such Selling Holder.




     Section 2.8 Conduct of Indemnification Proceedings. In case any proceeding (including
any governmental investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to Section 2.6 or 2.7, such person (an “Indemnified
Party”) shall promptly notify the person against whom such indemnity may be sought (an
“Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense
thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and
shall assume the payment of all fees and expenses. In any such proceeding, any Indemnified Party
shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be
at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified
Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any
such proceeding (including any impleaded parties) include both the Indemnified Party and the
Indemnifying Party and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood that the
Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of
attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that
all such fees and expenses shall be reimbursed as they are incurred. In the case of any such
separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the
case of Persons indemnified pursuant to Section 2.6 hereof, the Selling Holders which owned
a majority of the Registrable Securities sold under the applicable registration statement and (ii)
in the case of Persons indemnified pursuant to Section 2.7, the Company. The Indemnifying
Party shall not be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent, or if there be a final judgment for the plaintiff, the
Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any
loss or liability (to the extent stated above) by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an
Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel as
contemplated by the third sentence of this paragraph, the Indemnifying Party agrees that it shall
be liable for any settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 30 Business Days after receipt by such Indemnifying Party of
the aforesaid request and (ii) such Indemnifying Party shall not have reimbursed the Indemnified
Party in accordance with such request prior to the date of such settlement. No Indemnifying Party
shall, without the prior written consent of the Indemnified Party, effect any settlement of any
pending or threatened proceeding in respect of which any Indemnified Party is or could have been a
party and indemnity could have been sought hereunder by such Indemnified Party, unless such
settlement includes an unconditional release of such Indemnified Party from all liability arising
out of such proceeding.



     Section 2.9 Contribution. If the indemnification provided for in Section 2.6 or
2.7 hereof is unavailable to an Indemnified Party or insufficient in respect of any losses,
claims, damages or liabilities referred to herein, then each such Indemnifying Party, in lieu of
indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such losses, claims, damages or liabilities (i) as between the
Company and the Selling Holders on the one hand and the Underwriters, if any, on the other, in



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such proportion as is appropriate to reflect the relative benefits received by the Company and
the Selling Holders on the one hand and the Underwriters on the other from the offering of the
securities, or if such allocation is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits but also the relative fault of the Company
and the Selling Holders on the one hand and of the Underwriters on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or liabilities, as well as
any other relevant equitable considerations and (ii) as between the Company on the one hand and
each Selling Holder on the other, in such proportion as is appropriate to reflect the relative
fault of the Company and of each Selling Holder in connection with such statements or omissions
which resulted in such losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative benefits received by the Company and the Selling Holders on
the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the
total proceeds from the offering (net of underwriting discounts and commissions but before
deducting expenses) received by the Company and the Selling Holders bear to the total underwriting
discounts and commissions received by the Underwriters, in each case as set forth in the table on
the cover page of the prospectus. In connection with a Piggy-Back Registration, the relative fault
of the Company and the Selling Holders on the one hand and of the Underwriters on the other shall
be determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company and the Selling Holders or by the Underwriters. The relative
fault of the Company on the one hand and of each Selling Holder on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to information supplied by
such party, and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.




     The Company and the Selling Holders agree that it would not be just and equitable if
contribution pursuant to this Section 2.9 were determined by pro rata allocation (even if
the Underwriters were treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an Indemnified Party as a result of the losses,
claims, damages or liabilities referred to in the immediately preceding paragraph shall be deemed
to include, subject to the limitations set forth above, any legal or other expenses reasonably
incurred by such Indemnified Party in connection with investigating or defending any such action or
claim. Notwithstanding the provisions of this Section 2.9, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total commissions and
discounts received by such Underwriter in connection with the sale of the securities underwritten
by it and distributed to the public exceeds the amount of any damages which such Underwriter has
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission, and no Selling Holder shall be required to contribute any amount in excess of the
amount by which the net proceeds from the sale of the securities of such Selling Holder to the
public exceeds the amount of any damages which such Selling Holder has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Selling Holder’s obligations to contribute pursuant to this
Section 2.9 are several in proportion to the net proceeds of the offering received



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by such Selling Holder bears to the total net proceeds of the offering received by all the
Selling Holders and not joint.




     Section 2.10 Participation in Underwritten Registrations. No Person may participate
in any underwritten registration hereunder unless such Person (a) agrees to sell such Person’s
securities on the basis provided in any underwriting arrangements approved by the Persons entitled
hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably required under the
terms of such underwriting arrangements and these registration rights provided for in this
Article II.



     Section 2.11 Rule 144. The Company covenants that it will file any reports required
to be filed by it under the Securities Act and the Exchange Act and that it will take such further
action as any Holder may reasonably request, all to the extent required from time to time to enable
Holders to sell Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such rule may be
amended from time to time, or (b) any similar rule or regulation hereafter adopted by the
Commission. Upon the request of any Holder, the Company will deliver to such Holder a written
statement as to whether it has complied with such requirements.



     Section 2.12 Holdback Agreements.



     (a) Restrictions on Public Sale by Holder of Registrable Securities. To the extent
not inconsistent with applicable law, each Holder whose securities are included in a Piggy-Back
Registration Statement agrees not to effect any sale or distribution of the issue being registered
or a similar security of the Company, or any securities convertible into or exchangeable or
exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act,
during the 14 days prior to, and during the 90-day period beginning on, the effective date of such
registration statement (except as part of such registration), if and to the extent requested in
writing by the Company in the case of a non-underwritten public offering or if and to the extent
requested in writing by the managing Underwriter or Underwriters in the case of an underwritten
public offering.



     (b) Restrictions on Public Sale by the Company and Others. The Company agrees that any
agreement entered into after the date of this Agreement pursuant to which the Company issues or
agrees to issue any privately placed securities shall contain a provision under which holders of
such securities agree not to effect any sale or distribution of any securities similar to those
being registered in accordance with Section 2.2 hereof, or any securities convertible into or
exchangeable or exercisable for such securities, during the 14 days prior to, and during the 90-day
period beginning on, the effective date of any registration statement (except as part of such
registration statement where the Holders of a majority of the Registrable Securities to be included
in such registration statement consent or as part of registration statements filed as set forth in
Section 2.2(i) or (iii)), if and to the extent requested in writing by the Company in the case of a
non-underwritten public offering or if and to the extent requested in writing by the managing
Underwriter or Underwriters in the case of an underwritten public offering, in each case including
a sale pursuant to Rule 144 under the Securities Act (except as part of any such registration, if
permitted); provided, however, that the provisions of this paragraph (b) shall not



12









 




prevent the conversion or exchange of any securities pursuant to their terms into or for other
securities.




     (c) Temporary Suspension of Rights to Sell Based on Confidential Information. If the
Company determines in its good faith judgment that the filing of the Shelf Registration Statement
under Section 2.1 or the use of any related prospectus would require the disclosure of
material information that the Company has a bona fide business purpose for preserving as
confidential or the disclosure of which would impede the Company’s ability to consummate a
significant transaction (the “Confidential Information”), and that the Company is not
otherwise required by applicable securities laws or regulations to disclose, upon written notice of
such determination by the Company, the rights of the Holders to offer, sell or distribute any
Registrable Securities pursuant to the Shelf Registration Statement or to require the Company to
take action with respect to the registration or sale of any Registrable Securities pursuant to the
Shelf Registration Statement shall be suspended until the Company notifies the Holders in writing
that suspension of such rights for the grounds set forth in this Section 2.12(b) is no
longer necessary, but in no event for a continuous period of more than 30 days or an aggregate of
more than 90 days in any 12-month period. The Company agrees to give such notice as promptly as
practicable following the date that such suspension of rights is no longer necessary. Nothing in
this Section 2.12(b) shall prevent a Holder from offering, selling or distributing pursuant
to Rule 144 at any time.



ARTICLE III

MISCELLANEOUS




     Section 3.1 New York Stock Exchange Listing. In the event that the Company shall
issue any Common Stock in exchange for Exchangeable OP Units pursuant to Section 7.4 of the
Partnership Agreement, then in any such case the Company agrees to cause any such shares of Common
Stock to be listed on the New York Stock Exchange prior to or concurrently with the issuance
thereof by the Company.



     Section 3.2 Remedies. In addition to being entitled to exercise all rights provided
herein and granted by law, including recovery of damages, the Holders shall be entitled to specific
performance of the rights under this Agreement. The Company agrees that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by it of the provisions of
this Agreement and hereby agrees to waive the defense in any action for specific performance that a
remedy at law would be adequate.



     Section 3.3 Amendments and Waivers. This Agreement may be modified only by a written
instrument duly executed by the Company and the Holders of a majority of the Registrable Securities
(not including Registrable Securities held by Affiliates of the Company). No failure or delay by
any party to insist upon the strict performance of any covenant, duty, agreement or condition of
this Agreement or to exercise any right or remedy consequent upon any breach thereof shall
constitute waiver of any such breach or any other covenant, duty, agreement or condition.



     Section 3.4 Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be delivered by hand, transmitted by facsimile



13









 




transmission, sent prepaid by Federal Express (or a comparable overnight delivery service) or
sent by the United States mail, certified, postage prepaid, return receipt requested, at the
addresses and with such copies as designated below. Any notice, request, demand or other
communication delivered or sent in the manner aforesaid shall be deemed given or made (as the case
may be) when actually delivered to the intended recipient.




     Section 3.5 Successors and Assigns. Except as expressly provided in this Agreement
the rights and obligations of the Initial Holders (including their permitted successors and
assigns) under this Agreement shall not be assignable to any Person that is not an Initial Holder.
This Agreement shall be binding upon the parties hereto and their respective successors and
assigns.



     Section 3.6 Counterparts. To facilitate execution, this Agreement may be executed in
as many counterparts as may be required. It shall not be necessary that the signature on behalf of
each Party appear on each counterpart of this Agreement. All counterparts of this Agreement shall
collectively constitute a single agreement.



     Section 3.7 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS WITHOUT REFERENCE TO ITS CONFLICT OF LAWS
RULES OR PRINCIPALS.



     Section 3.8 Severability. If any term, covenant or condition of this Agreement, or
the application thereof to any person or circumstance, shall to any extent be invalid or
unenforceable, the remainder of this Agreement, or the application of such term, covenant or
condition to other persons or circumstances, shall not be affected thereby, and each term, covenant
or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by
law.



     Section 3.9 Entire Agreement. This Agreement constitutes the entire agreement between
the Parties with respect to the transactions contemplated by this Agreement and supersedes all
prior discussions, understandings, agreements and negotiations between the Parties. There are no
restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Company with respect to the
Registrable Securities.



     Section 3.10 Construction. The following rules shall apply to the construction and
interpretation of this Agreement:



          (a) Singular words shall connote the plural number as well as the singular and vice versa, and
the masculine shall include the feminine and the neuter.




          (b) All references in this Agreement to particular articles, sections, subsections, clauses or
exhibits are references to articles, sections, subsections, clauses or exhibits of this Agreement.




          (c) The table of contents and headings contained in this Agreement are solely for convenience
of reference and shall not constitute a part of this Agreement nor shall they affect its meaning,
construction or effect.




14









 








          (d) Any reference to a Party shall include a reference to such Party’s successors and
permitted assigns.




          (e) Each Party and its counsel have reviewed and revised (or requested revisions of) this
Agreement and have participated in the preparation of this Agreement, and therefore any usual rules
of construction requiring that ambiguities are to be resolved against a particular Party shall not
be applicable in the construction and interpretation of this Agreement or any exhibits to this
Agreement.




          (f) The word “will” means “shall,” and the word “shall” means “will.”




          (g) Financial values, numbers and concepts shall be calculated in accordance with GAAP.




     Section 3.11 No Third Party Beneficiaries. Except for the rights provided herein to
Holders, nothing express or implied herein is intended or shall be construed to confer upon any
person or entity, other than the parties hereto and their respective successors and assigns, any
rights, remedies or other benefits under or by reason of this Agreement.



     Section 3.12 Beneficial Owners Agreements Unaffected. The Parties acknowledge that
the Beneficial Owners Agreements are in full force and effect and nothing in this Agreement shall
diminish, amend or otherwise modify any of the terms and conditions contained in the Beneficial
Owners Agreements.



     Section 3.13 Days. If any action is required to be performed, or if any notice,
consent or other communication is given, on a day that is a Saturday or Sunday or a legal holiday
in the jurisdiction in which the action is required to be performed or in which is located the
intended recipient of such notice, consent or other communication, such performance shall be deemed
to be required, and such notice, consent or other communication shall be deemed to be given, on the
first Business Day following such Saturday, Sunday or legal holiday. Unless otherwise specified in
this Agreement, all references in this Agreement to a “day” or “days” shall refer to calendar days
and not Business Days.



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[Registration Rights Agreement Signature Page]




     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 	 	 	 	 
	 	 	COMPANY:
	 
	 	 	 	 	 	 	 	 
	 	 	ASHFORD HOSPITALITY TRUST, INC.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ David A. Brooks
	 	 	 	 	 
	 	 	 	 	David A. Brooks, Vice President
	 
	 	 	 	 	 	 	 	 
	 	 	Address:
	 	 	14185 Dallas Parkway, Suite 1100
	 	 	Dallas, Texas 75254
	 
	 	 	 	 	 	 	 	 
	 	 	UNITHOLDERS:
	 
	 	 	 	 	 	 	 	 
	 	 	CHARTWELL HOTELS ASSOCIATES, a Delaware general partnership
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Richard L. Fisher
	 	 	 	 	 
	 	 	 	 	Richard L. Fisher, Operating General Partner

	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	FGT, L.P., a Delaware limited partnership and Operating General Partner
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Newsom Investments Ltd., its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ William Prezant
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	William Prezant, Secretary
	 
	 	 	 	 	 	 	 	 
	 	 	Address:
	 	 	299 Park Avenue
	 	 	New York, New York 10171





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	 	 	FISHER 6R HOTELS ASSOCIATES, a Delaware general partnership
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Richard L. Fisher
	 	 	 	 	 
	 	 	 	 	Richard L. Fisher, Operating General Partner
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Kenneth Fisher
	 	 	 	 	 
	 	 	 	 	Kenneth Fisher, Operating General Partner
	 
	 	 	 	 	 	 	 	 
	 	 	Address:
	 	 	55 Hillside Road
	 	 	Rye, New York 10580
	 
	 	 	 	 	 	 	 	 
	 	 	FISHER 2003 HOTEL REFINANCING ASSOCIATES, a Delaware general

partnership
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Arnold Fisher
	 	 	 	 	 
	 	 	 	 	Arnold Fisher, Operating General Partner
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Richard L. Fisher
	 	 	 	 	 
	 	 	 	 	Richard L. Fisher, Operating General Partner
	 
	 	 	 	 	 	 	 	 
	 	 	Address:
	 	 	299 Park Avenue
	 	 	New York, New York 10171
	 
	 	 	 	 	 	 	 	 
	 	 	/s/ Martin L. Edelman
	 	 	 
	 	 	Martin L. Edelman
	 
	 	 	 	 	 	 	 	 
	 	 	Address:
	 	 	55 Hillside Road
	 	 	Rye, New York 10580






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	 	 	FGT, L.P., a Delaware limited partnership
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Newsom Investments Ltd., its General Partner
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ William Prezant
	 	 	 	 	 	 	 
	 	 	 	 	 	 	William Prezant, Secretary
	 
	 	 	 	 	 	 	 	 
	 	 	Address:
	 	 	c/o Trust Offices
	 	 	1325 Airmotive Way, Suite 340
	 	 	Reno, NV 89502
	 
	 	 	 	 	 	 	 	 
	 	 	GEORGE SOROS
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Daniel R. Eule
	 	 	 	 	 
	 	 	 	 	Daniel R. Eule
	 	 	 	 	Attorney-in-Fact for George Soros
	 
	 	 	 	 	 	 	 	 
	 	 	Address:
	 	 	c/o Daniel Eule
	 	 	888 Seventh Avenue, Suite 3300
	 	 	New York, New York 10106
	 
	 	 	 	 	 	 	 	 
	 	 	TIVADAR HOLDINGS, LLC, a Delaware limited liability company
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	SFM Participation, L.P., its Manager
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	SFM AH LLC, its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Daniel R. Eule
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Daniel R. Eule, President
	 
	 	 	 	 	 	 	 	 
	 	 	Address:
	 	 	c/o Soros Fund Management LLC
	 	 	888 Seventh Avenue, Suite 3300
	 	 	New York, New York 10106





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	 	 	PERTHSHIRE, L.P.,

a Delaware limited partnership
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Texas 5820 LLC, 
a Texas limited liability company, its general partner
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Archie Bennett, Jr.
	 	 	 	 	 	 	 
	 	 	 	 	 	 	Archie Bennett, Jr., sole member
	 
	 	 	 	 	 	 	 	 
	 	 	Address:
	 	 	c/o Archie Bennet, Jr.
	 	 	5820 Westgrove
	 	 	Dallas, Texas 75240
	 
	 	 	 	 	 	 	 	 
	 	 	SOUTHWEST SIENA,
L.P.,

a Texas limited partnership
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Texas Siena, L.L.C.,

a Texas limited liability company,

its general partner
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Montgomery Bennett
	 	 	 	 	 	 	 
	 	 	 	 	 	 	Montgomery Bennett, sole member
	 
	 	 	 	 	 	 	 	 
	 	 	Address:
	 	 	c/o Montgomery Bennett
	 	 	3624 Bryn Mawr
	 	 	Dallas, Texas 75225
	 
	 	 	 	 	 	 	 	 
	 	 	/s/ David J. Kimichik
	 	 	 
	 	 	David J. Kimichik
	 
	 	 	 	 	 	 	 	 
	 	 	Address:
	 	 	6228 Tulip Lane
	 	 	Dallas, Texas 75230
	 
	 	 	 	 	 	 	 	 
	 	 	/s/ David A. Brooks
	 	 	 
	 	 	David A. Brooks





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	 	 	Address:
	 	 	7167 Blackwood Drive
	 	 	Dallas, Texas 75231
	 
	 	 	 	 	 	 	 	 
	 	 	/s/ Mark Nunneley
	 	 	 
	 	 	Mark Nunneley
	 
	 	 	 	 	 	 	 	 
	 	 	Address:
	 	 	7307 Colgate
	 	 	Dallas, Texas 75225




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