ASHFORD HOSPITALITY TRUST INC
FORM OF REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.21.1
<SEQUENCE>4
<FILENAME>d21208exv10w21w1.txt
<DESCRIPTION>FORM OF REGISTRATION RIGHTS AGREEMENT
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<PAGE>

                                                                 EXHIBIT 10.21.1

                                                                       EXHIBIT G

                      FORM OF REGISTRATION RIGHTS AGREEMENT

            REGISTRATION RIGHTS AGREEMENT, dated as of December __, 2004 (this
"Agreement"), by and between Ashford Hospitality Trust, Inc., a Maryland
corporation (the "Company"), and Security Capital Preferred Growth Incorporated,
a Maryland corporation (the "Investor").

            WHEREAS, pursuant to that certain Series B Cumulative Convertible
Redeemable Preferred Stock Purchase Agreement, dated as of December 23, 2004
(the "Purchase Agreement"), by and among the Company, Ashford Hospitality
Limited Partnership, a Delaware limited partnership, and the Investor, the
Investor has agreed to acquire up to [_________] shares of Series B-1 Cumulative
Convertible Redeemable Preferred Stock, par value $.01 per share, of the Company
(the "Series B-1 Preferred Stock"), all of which may be converted into the
Company's common stock, par value $0.01 per share (the "Common Stock"), pursuant
to the terms of the Series B-1 Preferred Stock, and up to [_________] shares of
Series B-2 Cumulative Convertible Redeemable Preferred Stock, par value $.01 per
share, of the Company (the "Series B-2 Preferred Stock", and together with the
Series B-1 Preferred Stock, the "Preferred Stock"); and

            WHEREAS, in connection with the Purchase Agreement, the Company has
agreed to register for sale by the Investor and certain transferees, (i) the
shares of Preferred Stock and (ii) shares of Common Stock received upon
conversion of Series B-1 Preferred Stock (collectively, the "Registrable
Shares"); and

            WHEREAS, the parties hereto desire to enter into this Agreement to
evidence the foregoing agreement of the Company and the mutual covenants of the
parties relating thereto.

            NOW, THEREFORE, in consideration of the foregoing and the covenants
of the parties set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, subject to the
terms and conditions set forth herein, the parties hereby agree as follows:

            Section 1. Certain Definitions. In this Agreement the following
terms shall have the following respective meanings:

            "Accredited Investor" shall have the meaning set forth in Rule 501
of the General Rules and Regulations promulgated under the Securities Act.

            "Affiliate" shall mean, when used with respect to a specified
Person, another Person that directly, or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with the
Person specified.

            "Commission" shall mean the Securities and Exchange Commission or
any other federal agency at the time administering the Securities Act.

<PAGE>

            "Common Stock" shall have the meaning ascribed to it in the recitals
to this Agreement.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder, all as the
same shall be in effect at the relevant time.

            "Holders" shall mean (i) the Investor and (ii) each Person holding
Registrable Shares (which term, for purposes of this definition shall include
Common Stock that may be issued upon conversion of outstanding Preferred Stock)
as a result of a transfer or assignment to that Person of Registrable Shares
other than pursuant to an effective registration statement or Rule 144 under the
Securities Act.

            "Indemnified Party" shall have the meaning ascribed to it in Section
6(c) of this Agreement.

            "Indemnifying Party" shall have the meaning ascribed to it in
Section 6(c) of this Agreement.

            "Person" shall mean an individual, corporation, partnership, limited
liability company, estate, trust, association, private foundation, joint stock
company or other entity.

            "Piggyback Notice" shall have the meaning ascribed to it in Section
3(a) of this Agreement.

            "Piggyback Registration" shall have the meaning ascribed to it in
Section 3(a) of this Agreement.

            "Preferred Stock" shall have the meaning ascribed to it in the
recitals to this Agreement.

            The terms "Register," "Registered" and "Registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act providing for the sale by the Holders of
Registrable Shares in accordance with the method or methods of distribution
designated by the Holders, and the declaration or ordering of the effectiveness
of such registration statement by the Commission.

            "Registrable Shares" shall have the meaning ascribed to it in the
recitals to this Agreement, except that as to any particular Registrable Shares,
once issued such securities shall cease to be Registrable Shares when (a) a
registration statement with respect to the sale of such securities shall have
become effective under the Securities Act and such securities shall have been
disposed of in accordance with such registration statement, (b) such securities
shall have been sold in accordance with Rule 144 (or any successor provision)
under the Securities Act, or (c) such securities 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 securities not bearing a Securities Act restricted stock legend and such
shares may be resold without restriction under the Securities Act.

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            "Registration Expenses" shall mean all out-of-pocket expenses
(excluding Selling Expenses) incurred by the Company in complying with Sections
2, 3 and 4 hereof, including, without limitation, the following: (a) all
registration, filing and listing fees; (b) fees and expenses of compliance with
federal and state securities or real estate syndication laws (including, without
limitation, reasonable fees and disbursements of counsel in connection with
state securities and real estate syndication qualifications of the Registrable
Shares under the laws of such jurisdictions as the Holders may reasonably
designate); (c) printing (including, without limitation, expenses of printing or
engraving certificates for the Registrable Shares in a form eligible for deposit
with The Depository Trust Company and otherwise meeting the requirements of any
securities exchange on which they are listed and of printing registration
statements and prospectuses), messenger, telephone, shipping and delivery
expenses; (d) fees and disbursements of counsel for the Company; (e) fees and
disbursements of all independent public accountants of the Company (including
without limitation the expenses of any annual or special audit and "cold
comfort" letters required by the managing underwriter); (f) Securities Act
liability insurance if the Company so desires; (g) fees and expenses of other
Persons reasonably necessary in connection with the registration, including any
experts, retained by the Company; (h) fees and expenses incurred in connection
with the listing of the Registrable Shares on each securities exchange on which
securities of the same class or series are then listed; and (i) fees and
expenses associated with any filing with the National Association of Securities
Dealers, Inc. required to be made in connection with the registration statement.

            "Registration Request" shall have the meaning ascribed to it in
Section 2(a) of this Agreement.

            "Rule 144" shall mean Rule 144 promulgated by the Commission under
the Securities Act.

            "Securities Act" shall mean the Securities Act of 1933, as amended,
and the rules and regulations of the Commission thereunder, all as the same
shall be in effect at the relevant time.

            "Selling Expenses" shall mean all underwriting discounts, selling
commissions and stock transfer taxes applicable to any sale of Registrable
Shares.

            "Series B-1 Preferred Stock" shall have the meaning ascribed to it
in the recitals to this Agreement.

            "Series B-2 Preferred Stock" shall have the meaning ascribed to it
in the recitals to this Agreement.

            "Suspension Right" shall have the meaning ascribed to it in Section
2(a) of this Agreement.

            Section 2. Demand Registration.

                  Upon receipt of a written request (a "Registration Request")
from Holders holding at least 10% of the aggregate of the number of Registrable
Shares then outstanding, which shall specify the number of Registrable Shares to
be registered and the intended method of

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distribution, the Company shall (i) promptly give notice of the Registration
Request to all non-requesting Holders and (ii) prepare and file with the
Commission, within 30 days after its receipt of such Registration Request a
registration statement for the purpose of effecting a Registration of the sale
of all Registrable Shares by the requesting Holders and any other Holder who
requests to have his Registrable Shares included in such registration statement
within 10 days after receipt of notice by such Holder of the Registration
Request; provided however, that such Holders may make such a request only with
respect to $20,000,000 or more of issued and outstanding Registrable Shares (or
such lesser amount, if any, equal to the full amount of any unregistered
Registrable Securities issued and outstanding which are in an aggregate amount
of less than $20,000,000 following the last date on which a closing is possible
under the Purchase Agreement). Each such request shall specify the number of
Registrable Shares to be registered and the intended method of distribution
thereof. The Company shall use its best efforts to cause the applicable
registration statement to be declared effective as soon as practicable
(including, without limitation, the execution of an undertaking to file
post-effective amendments and appropriate qualifications under applicable state
securities and real estate syndication laws); and shall keep such Registration
continuously effective until the date on which all Registrable Shares covered by
such registration statement are no longer Registrable Shares.

                  Notwithstanding the foregoing, the Company shall have the
right (the "Suspension Right") to defer such filing (or suspend sales under any
filed registration statement or defer the updating of any filed registration
statement and suspend sales thereunder) until the reason for such deferral or
suspension no longer exists, but in no event for a continuous period of more
than 30 days or an aggregate of more than 90 days in any twelve-month period, if
the Company shall furnish to the Holders a certificate signed by an executive
officer or any director of the Company stating that, in the good faith judgment
of the Company, it would materially interfere with any material financing,
acquisition, corporation reorganization, merger, or other transaction involving
the Company or any of its subsidiaries or would otherwise be detrimental to the
Company and its shareholders to file such registration statement or amendment or
supplement thereto at such time (or continue sales under a filed registration
statement) and therefore the Company has elected to defer the filing of such
registration statement (or suspend sales under a filed registration statement).

            Section 3. Piggyback Registrations.

                  (a) Until the date on which all Registrable Shares are no
longer Registrable Shares, if the Company proposes to register any of its
securities under the Securities Act (other than pursuant to (i) a registration
statement filed pursuant to Rule 415 under the Securities Act, (ii) a
registration on Form S-4 or any successor form, (iii) an offering of securities
in connection with an employee benefit, share dividend, share ownership or
dividend reinvestment plan, (iv) any registration statement filed by the Company
relating to the 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 (as defined in the Purchase Agreement), or (v) any registration
statement filed in connection with a demand registration other than pursuant to
Section 2 of this Agreement; provided, however, that the exceptions in clauses
(iv) and (v) shall not apply if underwritten offerings are proposed to be made
under such registration statements) and the registration form to be used may be
used for the registration of Registrable Shares, the Company will give prompt
written notice to all Holders of Registrable Shares of its intention to

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effect such a registration (each a "Piggyback Notice") and, subject to
subparagraphs 3(b) and (c) below, the Company will include in such registration
all Registrable Shares with respect to which the Company has received written
requests for inclusion therein within ten business days after the date of
sending the Piggyback Notice (a "Piggyback Registration"), unless, if the
Piggyback Registration is an underwritten offering, the managing underwriters
advise the Company in writing that in their opinion, the inclusion of
Registrable Shares would materially adversely interfere with such offering,
materially adversely affect the Company's securities in the public markets, or
otherwise materially adversely affect the Company. Notwithstanding the
foregoing, if the Registration pursuant to Section 2 is then in effect, the
Company shall have no obligation to effect the registration of Registrable
Shares under this Section 3 unless the securities proposed to be registered by
the Company are to be disposed of in an underwritten public offering. Nothing
herein shall affect the right of the Company to withdraw any such registration
in its sole discretion.

                  (b) If a Piggyback Registration is a primary registration on
behalf of the Company and, if the Piggyback Registration is an underwritten
offering, and the managing underwriters advise the Company in writing that in
their opinion, the number of securities requested to be included in such
registration exceeds the number which can be sold in an orderly manner within a
price range acceptable to the Company, the Company will include in such
registration (i) first, the securities the Company proposes to sell and (ii)
second, the Registrable Shares requested to be included in such Registration and
any other securities requested to be included in such registration, pro rata
among the holders of Registrable Shares requesting such registration and the
holders of such other securities on the basis of the number of Shares requested
for inclusion in such registration by each such holder.

                  (c) If a Piggyback Registration is a secondary registration on
behalf of holders of the Company's securities other than the Holders of
Registrable Shares, and, if the Piggyback Registration is an underwritten
offering, the managing underwriters advise the Company in writing that in their
opinion, the number of securities requested to be included in such registration
exceeds the number which can be sold in an orderly manner in such offering
within a price range acceptable to the Holders initially requesting such
registration, the Company will include in such registration the securities
requested to be included therein by the holders requesting such registration and
the Registrable Shares requested to be included in such registration, pro rata
among the holders of securities requesting such registration on the basis of the
number of Shares requested for inclusion in such registration by each such
holder.

            Section 4. Registration Procedures.

                  (a) The Company shall promptly notify the Holders and, if
requested by the Holders, confirm in writing, the occurrence of the following
events:

                        (i) when any registration statement relating to the
      Registrable Shares or post-effective amendment or supplement thereto has
      been filed with the Commission and has become effective;

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                        (ii) the issuance by the Commission of any stop order
      suspending the effectiveness of any registration statement relating to the
      Registrable Shares;

                        (iii) the suspension of an effective registration
      statement by the Company in accordance with the last paragraph of Section
      2(a) hereof;

                        (iv) the Company's receipt of any notification of the
      suspension of the qualification of any Registrable Shares covered by a
      registration statement for sale in any jurisdiction; and

                        (v) the existence of any event, fact or circumstance
      that results in a registration statement or prospectus relating to
      Registrable Shares or any document incorporated therein by reference
      containing an untrue statement of material fact or omitting to state a
      material fact required to be stated therein or necessary to make the
      statements therein not misleading.

            The Company agrees to use its best efforts to obtain the withdrawal
of any order suspending the effectiveness of any such registration statement or
any state qualification as promptly as possible. The Company also agrees to
prepare and file with the Commission such amendments and supplements to such
registration statement as may be necessary and to comply with the provisions of
the Securities Act with respect to the disposition of all Registrable Shares
covered by such registration statement in accordance with the Holders' intended
method of disposition set forth in the registration statement for such period.
The Investor agrees by acquisition of the Registrable Shares that upon receipt
of any notice from the Company of the occurrence of any event of the type
described in Section 4(a)(ii), (iii), (iv) or (v) to immediately discontinue its
disposition of Registrable Shares pursuant to any registration statement
relating to such securities until the Investor's receipt of written notice from
the Company that such disposition may be made and, in the case of clauses (iii)
and (v) of Section 4(a), copies of the supplemented or amended prospectus. At
the written request of the Company, each Holder will deliver to the Company (at
the Company's expense) all copies, other than permanent file copies, in such
Holder's possession of the prospectus covering such Registrable Securities at
the time of receipt of such notice.

                  (b) The Company shall provide to the Holders, prior to the
filing thereof with the Commission, copies of the registration statement
relating to the Registrable Securities and any amendments or supplements
thereto, which documents shall be subject to the approval of the Holders only
with respect to any statements which relate to the Holders or their intended
method of disposition.

                  (c) The Company shall provide to the Holders, at no cost to
the Holders, a copy of the registration statement and any amendment thereto used
to effect the Registration of the Registrable Shares, each prospectus contained
in such registration statement or post-effective amendment and any amendment or
supplement thereto and such other documents as the requesting Holders may
reasonably request in order to facilitate the disposition of the Registrable
Shares covered by such registration statement. The Company consents to the use
of each such prospectus and any supplement thereto by the Holders in connection
with the

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<PAGE>

offering and sale of the Registrable Shares covered by such registration
statement or any amendment thereto. The Company shall also file a sufficient
number of copies of the prospectus and any post-effective amendment or
supplement thereto with the New York Stock Exchange, Inc. (or, if the Common
Stock is no longer listed thereon, with such other securities exchange or market
on which the Common Stock is then listed) so as to enable the Holders to have
the benefits of the prospectus delivery provisions of Rule 153 under the
Securities Act.

                  (d) The Company agrees to use its best efforts to cause the
Registrable Shares covered by a registration statement to be registered with or
approved by such state securities authorities as may be necessary to enable the
Holders to consummate the disposition of such shares pursuant to the plan of
distribution set forth in the registration statement; provided, however, that
the Company shall not be obligated to take any action to effect any such
Registration, qualification or compliance pursuant to this Section 4 in any
particular jurisdiction in which the Company would be required to (i) qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this clause (d), (ii) subject itself to taxation in
any such jurisdiction or (iii) execute a general consent to service of process
in effecting such Registration, qualification or compliance unless the Company
is already subject to service in such jurisdiction.

                  (e) Subject to the Company's Suspension Right, if any event,
fact or circumstance requiring an amendment to a registration statement relating
to the Registrable Shares or supplement to a prospectus relating to the
Registrable Shares shall exist, immediately upon becoming aware thereof the
Company agrees to notify the Holders and prepare and furnish to the Holders a
post-effective amendment to the registration statement or supplement to the
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 Shares, the 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 not misleading.

                  (f) The Company agrees to use its best efforts (including the
payment of any listing fees) to obtain the listing of all Registrable Shares
covered by the registration statement on each securities exchange on which
securities of the same class or series are then listed and to provide a transfer
agent and registrar for all Registrable Shares.

                  (g) The Company agrees to use its best efforts to comply with
the Securities Act and the Exchange Act, and, as soon as reasonably practicable
following the end of any fiscal year during which a registration statement
effecting a Registration of the Registrable Shares shall have been effective, to
make available to its security holders an earnings statement satisfying the
provisions of Section 11(a) of the Securities Act.

                  (h) The Company agrees to cooperate with the selling Holders
to facilitate the timely preparation and delivery of certificates representing
Registrable Shares to be sold pursuant to a Registration and not bearing any
Securities Act legend; and enable certificates for such Registrable Shares to be
issued for such numbers of shares and registered in such names as the Holders
may reasonably request at least two business days prior to any sale of
Registrable Shares.

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                  (i) In the case of an underwritten Piggyback Registration, the
Company will have the right to select the investment banker(s) and manager(s) to
administer the offering, and no Person may participate in any such underwritten
registration unless such Person (a) agrees to sell such Person's securities on
the basis provided in any underwriting agreements approved by the Persons
entitled to approve such arrangements (including, without limitation, agreeing
not to effect any sale or distribution of the issue being registered or a
similar security of the Company, or any security convertible into or
exchangeable or exercisable for such securities, if and to the extent requested
in writing by the managing underwriter or underwriters, as the case may be,
provided that the terms of such request is no more onerous to such Person than
to any other Person selling under such Registration) and (b) completes and
executes all reasonable questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting agreements. If requested by the underwriters for any
underwritten offerings by Holders, under a registration requested pursuant to
Section 2(a), the Company will enter into a customary underwriting agreement
with such underwriters for such offering, to contain such representations and
warranties by the Company and such other terms as are customarily contained in
agreements of that type. The Holders shall be a party to such underwriting
agreement and may, at their option, require that any or all of the conditions
precedent to the obligations of such underwriters under such underwriting
agreement be conditions precedent to the obligations of Holders. The Holders
shall not be required to make any representations or warranties to or agreement
with the Company or the underwriters other than representations, warranties or
agreements regarding the Holders and the Holders' intended method of
distribution and any other representation or warranties required by law.

                  (j) In an underwritten public offering, the Company shall
furnish on the date that Registrable Shares are delivered to the underwriters
for sale pursuant to such registration: (a) an opinion in form satisfactory to
the Holders and (b) a "cold comfort" letter of the type normally given in
underwritten offerings.

                  (k) The Company shall give the Holders of Registrable Shares
on whose behalf such Registrable Shares are to be so registered and their
underwriters, if any, and their respective counsel and accountants, such access
to its books and records and such opportunities to discuss the business of the
Company with its officers and the independent public accountants who have
certified its financial statements as shall be necessary, in the opinion of such
Holders and such underwriters or their respective counsel, to conduct a
reasonable investigation within the meaning of the Securities Act. Records which
the Company determines in good faith, to be confidential and which it notifies
the Holders are confidential shall not be disclosed by the Holders unless (i)
the disclosure of such records is necessary to avoid or correct a misstatement
or omission in a registration statement or (ii) the release of such records is
ordered pursuant to a subpeona or other order from a court of competent
jurisdiction. Each 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 securities
of the Company unless and until such is made generally available to the public.
Each 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 the Company's
expense, to undertake appropriate action to prevent disclosure of the records
deemed confidential.

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<PAGE>

                  (l) Each Holder acknowledges that by asserting or
participating in its registration rights pursuant to this Agreement, such Person
may become a Selling Holder and thereby will be deemed a party to this Agreement
and will be bound by each of its terms.

            Section 5. Expenses of Registration. The Company shall pay all
Registration Expenses incurred in connection with the registration,
qualification or compliance pursuant to Sections 2, 3 and 4 hereof. All Selling
Expenses incurred in connection with the sale of Registrable Shares by any of
the Holders shall be borne by the Holder selling such Registrable Shares. Each
Holder shall pay the expenses of its own counsel.

            Section 6. Indemnification.

                  (a) The Company will indemnify each Holder, each Holder's
officers and directors, and each person controlling such Holder within the
meaning of Section 15 of the Securities Act, against all expenses, claims,
losses, damages and liabilities (including reasonable legal expenses), arising
out of or based on any untrue statement (or alleged untrue statement) of a
material fact contained in any registration statement or prospectus relating to
the Registrable Shares, or any amendment or supplement thereto, or based on any
omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
the Company shall reimburse such Holder and each Holder's officers and
directors, and each person controlling such Holder within the meaning of Section
15 of the Securities Act for any legal or any other expenses reasonably incurred
by them in connection with investigating or defending any such claim, loss,
damage or liability, provided, however, that the Company will not be liable in
any such case to the extent that any such claim, loss, damage, liability or
expense arises out of or is based on any untrue statement or omission or alleged
untrue statement or omission, made in reliance upon and in conformity with
information furnished in writing to the Company by such Holder or underwriter
for inclusion therein; provided further, that the Company shall not be liable in
any such case to the extent that any such loss, claim, damage, liability or
expense arises out of or is based upon an untrue statement or alleged untrue
statement of any material fact contained in any such registration statement,
preliminary prospectus, final prospectus or summary prospectus contained therein
or any omission to state therein a material fact required to be stated therein
or necessary to make the statements therein in light of the circumstances in
which they were made not misleading in a prospectus or prospectus supplement, if
(i) such untrue statement or omission is completely corrected in an amendment or
supplement to such prospectus or prospectus supplement, the seller of the
Registrable Shares has an obligation under the Securities Act to deliver a
prospectus or prospectus supplement in connection with such sale of Registrable
Shares and the seller of Registrable Shares thereafter fails to deliver such
prospectus or prospectus supplement as so amended or supplemented prior to or
concurrently with the sale of Registrable Shares to the person asserting such
loss, claim, damage or liability after the Company has furnished such seller
with a sufficient number of copies of the same or (ii) if the seller received
written notice from the Company of the existence of such an untrue statement or
such an omission and the seller continued to dispose of Registrable Shares
following receipt of such written notice but prior to the time of the receipt of
either (a) an amended or supplemented prospectus or prospectus supplement that
completely corrected the untrue statement or the omission or (b) a notice from
the Company that the use of the existing prospectus or prospectus supplement may
be resumed.

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                  (b) Each Holder will indemnify the Company, each of its
directors and each of its officers who signs the registration statement, each
underwriter, if any, of the Company's securities covered by such registration
statement, and each person who controls the Company or such underwriter within
the meaning of Section 15 of the Securities Act, against all claims, losses,
damages and liabilities (including reasonable legal fees and expenses) arising
out of or based on any untrue statement (or alleged untrue statement) of a
material fact contained in any such registration statement or prospectus, or any
amendment or supplement thereto, or based on any omission (or alleged omission)
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the extent, but only
to the extent, that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) is made in such registration statement or
prospectus, in reliance upon and in conformity with information furnished in
writing to the Company by such Holder for inclusion therein.

                  (c) Each party entitled to indemnification under this Section
6 (the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, but the
omission to so notify the Indemnifying Party shall not relieve it from any
liability which it may have to the Indemnified Party pursuant to the provisions
of this Section 6 except to the extent of the actual damages suffered by such
delay in notification. The Indemnifying Party shall assume the defense of such
action, including the employment of counsel to be chosen by the Indemnifying
Party (which counsel shall be reasonably satisfactory to the Indemnified Party),
and payment of expenses. The Indemnified Party shall have the right to employ
its own counsel in any such case, but the legal fees and expenses of such
counsel shall be at the expense of the Indemnified Party, unless the employment
of such counsel shall have been authorized in writing by the Indemnifying Party
in connection with the defense of such action, or the Indemnifying Party shall
not have employed counsel to take charge of the defense of such action or the
Indemnified Party shall have reasonably concluded that there may be defenses
available to it or them which are different from or additional to those
available to the Indemnifying Party (in which case the Indemnifying Party shall
not have the right to direct the defense of such action on behalf of the
Indemnified Party), in any of which events such fees and expenses shall be borne
by the Indemnifying Party. No Indemnifying Party, in the defense of any such
claim or litigation, shall, except with the consent of each Indemnified Party,
consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party of a release from all liability in respect to such
claim or litigation.

                  (d) If the indemnification provided for in this Section 6 is
unavailable to a party that would have been an Indemnified Party under this
Section 6 in respect of any expenses, claims, losses, damages and liabilities
referred to herein, then each party that would have been an Indemnifying Party
hereunder shall, in lieu of indemnifying such Indemnified Party, contribute to
the amount paid or payable by such Indemnified Party as a result of such
expenses, claims, losses, damages and liabilities in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party on the one
hand and such Indemnified Party on the other in connection with the statement or
omission which resulted in such expenses, claims, losses, damages and
liabilities, as well as any other relevant equitable considerations. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue

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statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Indemnifying Party or such
Indemnified Party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and each Holder agree that it would not be just and equitable if
contribution pursuant to this Section were determined by pro rata allocation or
by any other method of allocation which does not take account of the equitable
considerations referred to above in this Section 6(d).

                  (e) 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.

                  (f) In no event shall any Holder be liable for any expenses,
claims, losses, damages or liabilities pursuant to this Section 6 in excess of
the net proceeds to such Holder of any Registrable Shares sold by such Holder.

            Section 7. Information to be Furnished by Holders. Each Holder shall
furnish to the Company such information as the Company may reasonably request
and as shall be required in connection with the Registration and related
proceedings referred to in Section 2 or Section 3 hereof. If any Holder fails to
provide the Company with such information within 10 days of receipt of the
Company's written request, the Company's obligations under Section 2 or Section
3 hereof, as applicable, with respect to such Holder or the Registrable Shares
owned by such Holder shall be suspended until such Holder provides such
information.

            Section 8. Undertaking to Participate in Underwriting. If the
Holders of Registrable Shares shall propose to sell Registrable Shares in an
underwritten public offering, the Company shall make available members of the
management of the Company and its affiliates for reasonable assistance in
selling efforts relating to such offering, to the extent customary for a public
offering (including, without limitation, to the extent customary, senior
management attendance at due diligence meetings with the underwriters and their
counsel and road shows) and shall enter into underwriting agreements containing
usual and customary terms and conditions reasonably acceptable to the Company
for such types of offerings.

            Section 9. Rule 144 Sales.

                  (a) The Company covenants that it will file the reports
required to be filed by the Company under the Exchange Act, so as to enable any
Holder to sell Registrable Shares pursuant to Rule 144 under the Securities Act
or any similar rule or regulation hereafter adopted by the Commission.

                  (b) In connection with any sale, transfer or other disposition
by any Holder of any Registrable Shares pursuant to Rule 144 under the
Securities Act, the Company shall cooperate with such Holder to facilitate the
timely preparation and delivery of certificates representing Registrable Shares
to be sold and not bearing any Securities Act legend, and enable certificates
for such Registrable Shares to be for such number of shares and registered in
such names as the selling Holder may reasonably request at least two business
days prior to any sale of Registrable Shares.

                                       11
<PAGE>

            Section 10. Miscellaneous.

                  (a) Governing Law. This Agreement shall be governed in all
respects by the laws of the State of Maryland, without giving effect to the
choice of law principles of such State. Each party hereby irrevocably submits to
the non-exclusive jurisdiction of the state and federal courts sitting in the
city of Chicago for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and
hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.

                  (b) Entire Agreement. This Agreement constitutes the full and
entire understanding and agreement between the parties with regard to the
subject matter hereof.

                  (c) Amendment; Waiver. No supplement, modification, waiver or
termination of this Agreement shall be binding unless executed in writing by the
party to be bound thereby. No course of action or dealing, renewal, release or
extension of any provision of this Agreement or any related agreement, or single
or partial exercise of any such provision, or delay, failure or omission on a
Holder's part in enforcing any such provision shall affect the obligations of
the Company or operate as a waiver of such provision or preclude any other or
further exercise of such provision. No waiver by a Holder of any one or more
defaults by the Company in the performance of any of the provisions of this
Agreement or any related agreement shall operate or be construed as a waiver of
any future default, whether of a like or different nature, and each such waiver
shall be limited solely to the express terms and provisions of such waiver.

                  (d) Notices, etc. Each notice, demand, request, request for
approval, consent, approval, disapproval, designation or other communication
(each of the foregoing being referred to herein as a notice) required or desired
to be given or made under this Agreement shall be given in writing and shall be
deemed effectively given (a) upon personal delivery to the party to be notified,
(b) on the third business day after deposit with the United States Post Office,
by registered or certified mail, postage prepaid, (c) on the next business day
after dispatch via the overnight services of a nationally recognized overnight
courier or (d) upon confirmation of transmission by facsimile, all addressed to
the party to be notified at the address indicated for such party below, or at
such other address as such party may designate by ten (10) business days'
advance written notice to the other parties. Any notice or other communication
required to be given hereunder to a Holder in connection with a registration may
instead be given to the

                                       12
<PAGE>

designated representative of such Holder. Notices should be provided in
accordance with this Section at the following addresses:

If to the Investor, to:

      Security Capital Preferred Growth Incorporated
      1 Bank One Plaza
      10 S. Dearborn St., Suite 1400
      Chicago, Illinois  60603
      Attn: David Rosenbaum
      Facsimile:  (312) 385-8333

      And

      Security Capital Preferred Growth Incorporated
      1 Bank One Plaza
      10 S. Dearborn St., Suite 1400
      Chicago, Illinois  60603
      Attn: Corporate Secretary
      Facsimile: (312) 385-8333

with a copy to:

      Mayer, Brown, Rowe & Maw LLP
      190 South LaSalle Street
      Chicago, Illinois  60603
      Attn:  Edward J. Schneidman, Esq.
      Facsimile: (312) 701-7711

If to the Company, to:

      Ashford Hospitality Trust, Inc.
      14185 Dallas Parkway, Suite 1100
      Dallas, TX 75254
      Attention: David A. Brooks
      Facsimile: (972) 490-9605

with a copy to:

      David Barbour, Esq.
      Andrews Kurth LLP
      1717 Main Street, Suite 3700
      Dallas, TX 75201
      Facsimile: (214) 659-4401

If to any assignee or transferee of the Investor, at such address or fax number
as such assignee or transferee shall have furnished to the Company in writing.

                                       13
<PAGE>

                  (e) Counterparts. This Agreement may be executed in any number
of counterparts, each of which may be executed by fewer than all of the parties
hereto (provided that each party executes one or more counterparts), each of
which shall be enforceable against the parties actually executing such
counterparts, and all of which together shall constitute one instrument.

                  (f) Severability. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof, and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

                  (g) Section Titles. Section titles are for descriptive
purposes only and shall not control or alter the meaning of this Agreement as
set forth in the text.

                  (h) Successors and Assigns. This Agreement shall be binding
upon the parties hreto and their respective successors and assigns.

                  (i) Remedies. Except as expressly provided to the contrary in
this Agreement, the rights, obligations and remedies created by this Agreement
are cumulative and in addition to any other rights, obligations, or remedies
otherwise available under applicable law or in equity, including without
limitation, specific performance and injunctive relief. Except as expressly
provided herein, nothing herein shall be considered an election of remedies.

                  (j) Attorneys' Fees. If the Company or any Holder brings an
action to enforce its rights under this Agreement, the prevailing party in the
action shall be entitled to recover its costs and expenses, including, without
limitation, reasonable attorneys' fees, incurred in connection with such action,
including any appeal of such action.

                  (k) Rules of Construction. The following rules shall apply to
the construction and interpretation of this Agreement:

            (i) 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.

            (ii) 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.

            (iii) The 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.

            (iv) Any reference to a party shall include a reference to such
      party's successors and permitted assigns.

            (v) Each party hereto and its counsel have reviewed and revised (or
      requested revisions of) this Agreement and have participated in the
      preparation of this Agreement,

                                       14
<PAGE>

      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.

            (vi) The word "will" means "shall," and the word "shall" means
      "will."

                  (l) Signatory Exculpation. The signatories for the Company and
      the Investor are executing this Agreement in their capacity as
      representatives of the Company and the Investor, respectively, and not
      individually and, therefore, shall have no personal or individual
      liability of any kind in connection with this Agreement or the
      transactions contemplated hereby.

                            [signature page follows]

                                       15
<PAGE>

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

                                     ASHFORD HOSPITALITY TRUST, INC.

                                     By:________________________________________
                                     Name:______________________________________
                                     Title:_____________________________________

                                     SECURITY CAPITAL PREFERRED GROWTH
                                     INCORPORATED

                                     By:________________________________________
                                     Name: _____________________________________
                                     Title: ____________________________________

                                       16

</TEXT>
</DOCUMENT>
