exv4w7



 






Exhibit 4.7




REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT, dated as of April 1, 2004, is entered into by and between
Ashford Hospitality Trust, Inc., a Maryland corporation (the “Company”) and a holder of common
partnership units in Ashford Hospitality Limited Partnership, a Delaware limited partnership (the
“Operating Partnership”) whose name is set forth on the signature page hereto (the “Unit Holder”).



RECITALS




     WHEREAS, pursuant to that certain Agreement of Purchase and Sale dated as of January 21, 2004,
as amended by the First Amendment thereto dated as of April 1, 2004 (the “Closing Date”), between
the Operating Partnership and the Unit Holder, the Operating Partnership and the Unit Holder will
engage in a transaction (the “Transaction”) whereby the Unit Holder will convey to the Operating
Partnership its interest in a certain property in exchange for common partnership units (“OP
Units”) in the Operating Partnership;



     WHEREAS, pursuant to the Partnership Agreement (as defined below), OP Units owned by the Unit
Holder will be redeemable for cash or exchangeable for shares of Common Stock of the Company upon
the terms and subject to the conditions contained in the Partnership Agreement.



     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 any Person means any other Person directly or indirectly controlling or
controlled by or under common control with such Person. For the purposes of this definition,
“control” when used with respect to any Person, means 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; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.



     “Agreement” means this Registration Rights Agreement, as it may be amended, supplemented or
restated 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, modified or restated from time to time.



 









 





     “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday
nor a day on which banking institutions in Dallas, Texas are authorized or required by law,
regulation or executive order to close.



     “Commission” means the Securities and Exchange Commission.



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



     “Demand Registration” means a Demand Registration as defined in Section 2.2.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended and the rules and
regulations promulgated thereunder.



     “Exchangeable OP Units” means OP Units which may be redeemable for cash or, at the sole and
absolute discretion of the Company, exchangeable for Common Stock pursuant to Section 7.4 of the
Partnership Agreement (without regard to any limitations on the exercise of such exchange right as
a result of the Ownership Limit Provisions).



     “Holder” means any Initial Holder who is the record or beneficial owner of any Registrable
Security or any assignee or transferee of such 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) permitted under the
Partnership Agreement and (y) such assignee or transferee agrees in writing to be bound by all the
provisions hereof, unless such Registrable Security is acquired in a public distribution pursuant
to a registration statement under the Securities Act or pursuant to transactions exempt from
registration under the Securities Act where securities sold in such transaction may be resold
without subsequent registration under the Securities Act.



     “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 Unit Holder, (ii) any partner, member or stockholder of the
Unit Holder, (iii) any Affiliate of any such partner, member or stockholder, and (iv) the Immediate
Family of any of the foregoing.



     “Ownership Limit Provisions” mean the various provisions of the Company’s Charter set forth in
ARTICLE VI thereof restricting the ownership of Common Stock by Persons to specified percentages of
the outstanding Common Stock.



     “Partnership Agreement” means the Amended and Restated Agreement of Limited Partnership of the
Operating Partnership dated as of August 29, 2003, as the same may be amended, modified or restated
from time to time.



     “Person” means an individual or a corporation, partnership, limited liability company,
association, trust, or any other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.



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     “Piggy-Back Registration” means a Piggy-Back Registration as defined in Section 2.3.



     “Registrable Securities” means shares of Common Stock of the Company at any time owned, either
of record or beneficially, by any Holder which are issuable or issued upon exchange of Exchangeable
OP Units issued pursuant to the Transaction and any additional Common Stock issued as a dividend,
distribution or exchange for, or in respect of such shares until




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




     (ii) such shares are 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 shares may be sold pursuant to Rule
144(k);




     (iii) such shares held by such Person may be sold pursuant to Rule 144 under
the Securities Act and could be sold in one transaction in accordance with the
volume limitations contained in Rule 144(e)(1)(i) under the Securities Act; or




     (iv) such shares have 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 shares may be resold without
restriction under the Securities Act;



provided, however, that “Registrable Securities” for purposes of the indemnification obligations
contained in Sections 2.7 and 2.8 shall mean all shares that are registered on the applicable Shelf
Registration, Demand Registration or Piggy-Back Registration, notwithstanding that such shares may
not otherwise be “Registrable Securities” by operation of clause (iii) above.



     “Securities Act” means the Securities Act of 1933, as amended and the rules and regulations
promulgated thereunder.



     “Selling Holder” means a Holder who is selling Registrable Securities pursuant to a
registration statement under the Securities Act.



     “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.



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ARTICLE II



REGISTRATION RIGHTS




     Section 2.1 Shelf Registration. Provided that the Company is eligible to file a “shelf” registration statement with
the Commission on Form S-3, at any time during the four week period commencing on the first day of
the two week period immediately preceding the first anniversary of the Closing Date and ending on
the last day of the second week following the Closing Date (the “Window Period”), the Company shall
file within the Window Period a “shelf” registration statement with respect to the issuance and the
resale of the Registrable Securities on Form S-3 for an offering to be made on a continuous basis
pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) and shall use
its best efforts to cause the Shelf Registration Statement to be declared effective on or as soon
as practicable thereafter, and to keep such Shelf Registration Statement continuously effective for
a period ending when all shares of Common Stock covered by the Shelf Registration Statement are no
longer Registrable Securities. In the event that the Company is not eligible to file the Shelf
Registration Statement on Form S-3, at any time withing the Window Period, the Holders of
Registrable Securities may, without limitation as to Commission registration form, make a written
request for a Demand Registration (as defined below) pursuant to Section 2.2 herein or participate
in a Piggy Back Registration (as defined below) pursuant to Section 2.3 herein; provided, further,
that if and so long as a Shelf Registration Statement is on file and effective, then the Company
shall have no obligation to effect a Demand Registration or allow participation in a Piggy Back
Registration.



     Section 2.2 Demand Registration.



     (a) Request for Registration. Subject to Section 2.1 hereof, commencing on or after
the date which is one year after the Closing Date, Holders of Registrable Securities may make a
written request for registration under the Securities Act of all or part of its or their
Registrable Securities (a “Demand Registration”); provided, that the Company shall not be obligated
to effect more than one Demand Registration in any twelve month period and not more than two such
Demand Registrations in total; and provided, further, that the Holders making such written request
number shall propose the sale of at least 100,000 shares of Registrable Securities (such number to
be adjusted successively in the event the Company effects any stock split, stock consideration or
recapitalization after the date hereof) or such lessor number of Shares if such lessor number is
all of the Registrable Shares owned by the Holders. Any such request will specify the number of
shares of Registrable Securities proposed to be sold and will also specify the intended method of
disposition thereof. Within ten (10) days after receipt of such request, the Company will give
written notice of such registration request to all other Holders of the Registrable Securities and
include in such registration all such Registrable Securities with respect to which the Company has
received written requests for inclusion therein within twenty (20) Business Days after the receipt
by the applicable Holder of the Company’s notice. Each such request will also specify the number
of shares of Registrable Securities to be registered and the intended method of disposition
thereof.



     (b) Effective Registration. A registration will not count as a Demand Registration
until it has become effective and has remained effective and available for at least 180 days.



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     (c) Selling Holders Become Party to Agreement. Each Holder acknowledges that by
asserting or participating in its registration rights pursuant to this Article II, he or she may
become a Selling Holder and thereby will be deemed a party to this Agreement and will be bound
by each of its terms.



     (d) Priority on Demand Registrations. If the Holders of a majority of shares of the
Registrable Securities to be registered in a Demand Registration so elect by written notice to the
Company, the offering of such Registrable Securities pursuant to such Demand Registration shall be
in the form of an underwritten offering. The Company shall select the book-running managing
Underwriter in connection with any such Demand Registration; provided that such managing
Underwriter must be reasonably satisfactory to the Holders of a majority of the shares of the
Registrable Securities. The Company may select any additional investment banks and managers to be
used in connection with the offering; provided that such additional investment bankers and managers
must be reasonably satisfactory to a majority of the Holders making such Demand Registration. To
the extent 10% or more of the Registrable Securities so requested to be registered are excluded
from the offering in accordance with Section 2.4, the Holders of such Registrable Securities shall
have the right to one additional Demand Registration under this Section in such twelve-month period
with respect to such Registrable Securities.



     Section 2.3 Piggy-Back Registration.
Subject to Section 2.1 hereof, if the Company proposes to file a registration
statement under the Securities Act with respect to an 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 other than a Demand Registration under
this Agreement 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 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), 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 2.4  Reduction of Offering.
Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of an
offering described in Section 2.2 or 2.3 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



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     (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; 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.



     Section 2.5 Registration Procedures; Filings; Information. In connection with any Shelf Registration Statement under Section 2.1 or
whenever Holders request that any Registrable Securities be registered pursuant to Section 2.2
hereof, the Company will use its best efforts to effect the registration and 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 as expeditiously as possible prepare and file with the Commission
a registration statement on Form S-3 if registered pursuant to Section 2.1 and if registered
pursuant to any other section of this Agreement on any form for which the Company then
qualifies or which counsel for the Company shall deem appropriate and which form shall be
available for the sale of the Registrable Securities to be registered thereunder in
accordance with the intended method of distribution thereof, and use its best efforts to
cause such filed registration statement to become and remain effective for a period
described in Section 2.1 with respect to a Shelf Registration Statement under Section 2.1,
and 270 days with respect to a registration statement filed pursuant to any other section of
this Agreement; provided that if the Company shall furnish to the Holders making a request
pursuant to Section 2.2 a certificate signed by either its Chairman, Chief Executive Officer
or President stating that in his or her good faith judgment it would be significantly
disadvantageous to the Company or its shareholders for such a registration statement to be
filed as expeditiously as possible, the Company shall have a period of not more than 180
days within which to file such registration statement measured from the date of receipt of
the request in accordance with Section 2.2.



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     (b) The Company will, prior to filing a registration statement or prospectus or any
amendment or supplement thereto, furnish to each Selling Holder and each Underwriter, if
any, of the Registrable Securities covered by such registration statement copies of such
registration statement 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.




     (c) 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.




     (d) 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 (d), (B) subject
itself to taxation in any such jurisdiction or (C) consent to general service of process in
any such jurisdiction.




     (e) 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.




     (f) The Company will enter into customary agreements (including an underwriting
agreement, if any, in customary form) and take such other actions as are reasonably required
to expedite or facilitate the disposition of such Registrable Securities.




     (g) The Company will make available for inspection by any Selling Holder of such
Registrable Securities, any Underwriter participating in any disposition pursuant to



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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.




     (h) 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.




     (i) 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).




     (j) 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 2.5(e) 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 2.5(e) 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 extend the period
during which such registration statement shall be maintained effective (including the period
referred to in Section 2.5(a) hereof) by the number of days during the period from and including
the date of the giving of notice pursuant to Section 2.5(e) 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 2.5(e)
hereof.



     Section 2.6 Registration Expenses.
In connection with any registration statement required to be filed hereunder, 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 2.5(h) 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 Holders
(or the agents who manage their accounts) or any transfer taxes relating to the registration or
sale of the Registrable Securities.



     Section 2.7 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



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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 2.7, 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 2.7 shall remain in full force and effect regardless of any
investigation made by or on behalf of any Selling Holder.



     Section 2.8 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 2.7. Each Selling Holder also agrees to indemnify and hold harmless 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 Company provided in this Section
2.8. The liability of any Selling Holder pursuant to this Section 2.8 may, 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 2.9 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 2.7 or 2.8,
such person (an “Indemnified Party”) shall promptly notify the person against whom such indemnity
may be sought (an



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 “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 2.7 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 2.8, 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 2.10 Contribution. If the
indemnification provided for in Section 2.7 or 2.8 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
on the other, in 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) between the Company on the one hand and



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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. 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 2.10 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 2.10, 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 2.10
are several in proportion to the net proceeds of the offering received by such Selling Holder bears
to the total net proceeds of the offering received by all the Selling Holders and not joint.



     Section 2.11 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



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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 2.12 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 2.13 Holdback Agreements.



     (a) Restrictions on Public Sale by Holder of Registrable Securities. To the extent
not inconsistent with applicable law and except with respect to a shelf registration (including the
Shelf Registration Statement), each Holder whose securities are included in a 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 or Section 2.3 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 2.3(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 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 a Demand Registration under Section 2.2 hereof or the use of any



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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 a Demand Registration 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 or a Demand
Registration shall be suspended until the earlier of (i) the date upon which the Company notifies
the Holders in writing that suspension of such rights for the grounds set forth in this Section
2.12(c) is no longer necessary and (ii) 90 days; provided, however, no such 90-day period shall be
successive with respect to the same Confidential Information. 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(c) shall prevent a Holder from offering, selling or
distributing pursuant to Rule 144 at any time.



     (d) Temporary Suspension of Rights to Sell Based on Exchange Act Reports not yet Filed or
Regulation S-X. If all reports required to be filed by the Company pursuant to the Exchange
Act have not been filed by the required date without regard to any extension, or if the
consummation of any business combination by the Company has occurred or is probable for purposes of
Rule 3-05 or Article 11 of Regulation S-X under the Act, upon written notice thereof by the Company
to the Holders, the rights of the Holders to offer, sell or distribute any Registrable Securities
pursuant to the Shelf Registration Statement or a Demand Registration 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 or a Demand Registration shall be suspended until the date on which
the Company has filed such reports or obtained and filed the financial information required by Rule
3-05 or Article 11 of Regulation S-X to be included or incorporated by reference, as applicable, in
the Shelf Registration Statement, and the Company shall notify the Holders as promptly as
practicable when such suspension is no longer required. Nothing in this Section 2.12(d) 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 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,
including with respect to the rights provided in Section 2.1 above. 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



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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.
The provisions of this Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not
be given, in each case without the written consent of the Company and the Holders of a majority of
the Registrable Securities. 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
and other communications in connection with this Agreement shall be made in writing by hand
delivery, registered first-class mail, telex, telecopier, or air courier guaranteeing overnight
delivery to the address set forth on the signature page hereto, or to such other address and to
such other Persons as any party hereto may hereafter specify in writing.



     All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; when received if deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and
on the next business day, if timely delivered to an air courier guaranteeing overnight delivery.



     Section 3.5 Successors and Assigns.
Except as expressly provided in this Agreement the rights and obligations of the Initial Holders
under this Agreement shall not be assignable by any Initial Holder 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. This Agreement may be executed in any number of counterparts and by the parties hereto
in separate counterparts, each of which when so executed shall be deemed to be an original and all
of which taken together shall constitute one and the same agreement. Each party shall become bound
by this Agreement immediately upon affixing its signature hereto.



     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 regard to the choice of law provisions thereof.



     Section 3.8 Severability. In the
event that any one or more of the provisions contained herein, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability
of any such provision in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby.



     Section 3.9 Entire Agreement. This
Agreement is intended by the parties as a final expression of their agreement and intended to be a
complete and exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained



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herein. 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. This Agreement
supersedes all prior agreements and understandings between the parties with respect to such subject
matter.



     Section 3.10 Headings. The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof.



     Section 3.11 No Third Party Beneficiaries. 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.




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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 Brooks
	 	 	 	 	 
	 	 	Name:	 	David Brooks
	 	 	Title:	 	Vice President
	 
	 	 	 	 	 	 
	 	 	Address:
	 	 	14180 Dallas Parkway, 9th Floor

	 	 	Dallas, TX 75254
	 
	 	 	 	 	 	 
	 	 	UNIT HOLDER:
	 
	 	 	 	 	 	 
	 	 	HURON JACKSONVILLE LIMITED
	 	 	PARTNERSHIP, a Florida limited partnership
	 
	 	 	 	 	 	 
	 	 	By:	 	Huron Jacksonville, L.C., a Florida
	 	 	 	 	limited liability company, its sole
	 	 	 	 	general partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	     /s/ Phillip H. Wilhelm
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Phillip H. Wilhelm, Manager
	 
	 	 	 	 	 	 
	 	 	Address:
	 	 	676 N. Michigan Avenue
	 	 	Chicago, IL 60611







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