INVESTOR RIGHTS AGREEMENT

Exhibit 10.33.5.1

INVESTOR RIGHTS AGREEMENT

     THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) dated as of April 11, 2007, by and between Ashford Hospitality Trust, Inc., a Maryland corporation (the “Company”), and Wachovia Investment Holdings, LLC, a Delaware limited liability company (the “Investor”).

     WHEREAS, this Agreement is made pursuant to the Stock Purchase Agreement, dated as of even date herewith, by and between the Company and the Investor (the “Purchase Agreement”), which provides for the sale by the Company to the Investor of 8,000,000 shares (the “Shares”) of the Company’s Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”);

     WHEREAS, in order to induce the Investor to enter into the Purchase Agreement and in satisfaction of a condition to the Investor’s obligations thereunder, the Company has agreed to provide to the Investor and its transferees and assigns the rights set forth in this Agreement; and

     WHEREAS, the execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:

Section 1. Definitions

     As used in this Agreement, the following capitalized defined terms shall have the following meanings. Any capitalized term used but not defined herein shall have the meaning ascribed thereto in the Purchase Agreement.

     “ 144A Demand ” shall have the meaning set forth in Section 2 hereof.

     “ 144A Demand Deadline ” shall have the meaning set forth in Section 2 hereof.

     “ 144A Offering ” shall have the meaning set forth in Section 2 hereof.

     “ Agreement ” shall have the meaning set forth in the preamble to this Agreement.

     “ Articles Supplementary ” shall mean the Articles Supplementary setting forth the rights, privileges and preferences of the Shares.

     “ Commission ” shall mean the Securities and Exchange Commission or any successor thereto.

     “ Company ” shall have the meaning set forth in the preamble to this Agreement.

     “ Company Registration Statement ” shall mean either a Shelf Registration Statement of the Company pursuant to the provisions of Sections 3 hereof or a Registration Statement of the Company pursuant to Sections 4 hereof.

     “ Default Payments ” shall have the meaning set forth in Section 7 hereof.

     “ Demand Registration ” shall have the meaning set forth in Section 4(a) hereof.

     “ Depositary ” shall mean The Depository Trust Company, or any other depositary appointed by the Company, including any agent thereof; provided, however, that any such depositary must at all times have an address in the Borough of Manhattan, the City of New York.

     “ EDGAR ” shall have the meaning set forth in the last paragraph of this Section 1.

     “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

     “ Expenses ” shall mean any and all expenses incident to performance of or compliance by the Company with this Agreement, including without limitation: (i) all Commission or NASD registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state or other securities or blue sky laws and compliance with the rules of the NASD (including reasonable fees and disbursements of counsel for any underwriters or Holders in connection with qualification of any of the Shares under state or other securities or blue sky laws and any filing with and review by the NASD), (iii) all expenses of the Company in preparing, printing and distributing any Offering Memorandum, any Company Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements, and certificates representing the Shares and other documents relating to the performance of and compliance with this Agreement, (iv) all fees and expenses incurred in connection with the listing of any of the Shares on any securities exchange or exchanges or on any quotation system, (v) the fees and disbursements of counsel for the Company and the fees and expenses of independent public accountants for the Company or for any other Person, business or assets whose financial statements are included in any Offering Memorandum, Company Registration Statement or Prospectus, including the expenses of any special audits or “comfort letters” required by or incident to such performance and compliance, and (vi) the reasonable fees and disbursements, if any, of special counsel representing the Holders of Registrable Shares; provided that, except as otherwise provided herein, fees and disbursements of counsel to the underwriters and the Holders and underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Shares by a Holder shall be excluded from the definition of Expenses.

     “ Holders ” shall mean the Investor, for so long as it owns any Registrable Shares, and each of its respective successors, assigns and direct and indirect transferees who become holders of the Registrable Shares.

     “ Investor ” shall have the meaning set forth in the preamble of this Agreement.

     “ Majority Holders ” shall mean the Holders of a majority of the aggregate liquidation preference of the Registrable Shares outstanding.

     “ Material Adverse Effect ” shall mean an event, change, or occurrence, which, individually or together with any other event, change or occurrence, has or is reasonably likely to

have a material adverse impact on the business, properties, financial condition or results of operations of the Company or its Subsidiaries, taken as a whole.

     “ NASD ” shall mean the National Association of Securities Dealers, Inc.

     “ Offering Commencement Date ” shall have the meaning set forth in Section 2(ii) hereof.

     “ Offering Memorandum ” shall mean the sort customary in Rule 144A offerings (including all disclosures required by Rule 144A and Regulation S) for use by the Investor in connection with the resale of the Shares to Subsequent Purchasers.

     “ Person ” shall mean an individual, partnership, joint venture, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

     “ PORTAL Market ” shall mean the Private Offering, Resales and Trading through Automated Linkages Market of the NASD.

     “ Prospectus ” shall mean the prospectus included in a Company Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Shares covered by a Company Registration Statement, and by all other amendments and supplements to a prospectus, including post-effective amendments, and in each case including all material incorporated or deemed to be incorporated by reference therein.

     “ Purchase Agreement ” shall have the meaning set forth in the preamble to this Agreement.

     “ Registrable Shares ” shall mean the Shares; provided, however, that any Shares shall cease to be Registrable Shares when (i) a Company Registration Statement with respect to such Shares shall have been declared effective under the Securities Act and such Shares shall have been disposed of pursuant to such Company Registration Statement, (ii) such Shares shall have been sold pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the Securities Act or (iii) such Shares shall have ceased to be outstanding.

     “ Registration Default ” shall have the meaning set forth in Section 7 hereof.

     “ Registration Statement ” shall have the meaning set forth in Section 4(a) hereof.

     “ Securities Act ” shall mean the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

     “ Series C Preferred Stock ” shall have the meaning set forth in the preamble to this Agreement.

     “ Shares ” shall have the meaning set forth in the preamble to this Agreement.

     “ Shelf Registration ” shall have the meaning set forth in Section 3(a) hereof.

     “ Shelf Registration Statement ” shall mean a “shelf” registration statement of the Company pursuant to the provisions of Section 3 of this Agreement which registers resales of all of the Registrable Shares on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the Commission, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated or deemed to be incorporated by reference therein.

     “ Subsequent Purchaser ” shall mean a purchaser of a portion or all of the Shares in connection with any 144A Offering, Shelf Registration or Demand Registration as contemplated by this Agreement.

     “ Underwriter ” shall have the meaning set forth in Section 5(a)(iii) hereof.

          For purposes of this Agreement, (i) all references in this Agreement to any Company Registration Statement, Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”); (ii) all references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in any Offering Memorandum, Company Registration Statement or Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated or deemed to be incorporated by reference in such Offering Memorandum, Company Registration Statement or Prospectus, as the case may be; (iii) all references in this Agreement to amendments or supplements to any Offering Memorandum, Company Registration Statement or Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is incorporated or deemed to be incorporated by reference in such Offering Memorandum, Company Registration Statement or Prospectus, as the case may be; (iv) all references in this Agreement to specific rules under the Securities Act, and all references to any sections or subsections thereof or terms defined therein, shall in each case include any successor provisions thereto; and (v) all references in this Agreement to days (but not to business days) shall mean calendar days.

Section 2. 144A Offering

          On or before 5:00 p.m. New York time on the date which is 18 months after the date of this Agreement (the “144A Demand Deadline”), if the Company has not delivered to the Investor an irrevocable notice of redemption of all of the Shares, then the Investor may demand (a “144A Demand”) that the Company render the Shares eligible for resale pursuant to Rule 144A under the Securities Act and Regulation S under the Securities Act by fulfilling the obligations set forth in this Section 2, provided, however , that each and every such obligation shall terminate upon the first to occur of (x) the complete redemption of the Series C Preferred Stock by the Company and (y) such time as each Holder is eligible to sell its Shares under Securities Act Rule 144(k); provided further, however , that such termination shall not relieve the

Company from any liability for Default Payments which the Company was obligated to pay to the Investor pursuant to Section 7 of this Agreement prior to such termination.

          (i) Creating a Marketable Security .

          (A) Additional Issuer Information . In order to render the Shares eligible for resale pursuant to Rule 144A under the Securities Act, so long as the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file, on a timely basis, with the Commission all reports and documents required to be filed under Section 13 or 15(d)) of the Exchange Act, and in the event the Company is no longer required to file such reports pursuant to Section 13 or 15(d) of the Exchange Act, the Company agrees, for the benefit of Holders of the Shares, to furnish at its expense upon request, while any of the Shares remain outstanding, to any Holder or prospective purchasers of Shares the information specified in Rule 144A(d)(4) and Rule 144(c)(2) and any other information necessary to permit sales of the Shares pursuant to Rule 144A and take any other action that is reasonable in the circumstances to the extent required to enable Holders to sell the Shares pursuant to Rule 144 and Rule 144A.

          (B) Offering Memorandum . If requested in writing by the Investor, the Company shall prepare an Offering Memorandum, which shall be in final form no later than the earlier of (x) the 144A Demand Deadline and (y) 30 days after the making of a 144A Demand. The Offering Memorandum shall disclose real estate investment trust related transfer limitations and other restrictions on transfer contained in the Company’s charter and shall include other disclosures and provisions customary to offerings made in reliance upon Rule 144A. The Company agrees to furnish to the Investor, without charge, as many copies of the Offering Memorandum and any amendments and supplements thereto as the Investor shall reasonably request from time to time for use in connection with resales of the Shares.

          (C) Investor’s Review of Final Offering Memorandum and Proposed Amendments and Supplements . Prior to the delivery of the final version of any Offering Memorandum or any proposed amendment or supplement thereto by the Company to the Investor, the Company shall furnish to the Investor for review a copy of the proposed Offering Memorandum or proposed amendment or supplement thereto, as the case may be, prior to printing such Offering Memorandum or such amendment or supplement thereto, and the Company shall not print the Offering Memorandum or issue any amendment or supplement containing any provision to which the Investor or its counsel reasonably objects (with reasonable prior notice to the Company).

          (D) Amendments and Supplements to the Offering Memorandum . If, prior to the completion of the resale of the Shares by the Investor to Subsequent Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Offering Memorandum

in order to make the statements therein, in light of the circumstances when such document is delivered to a prospective Subsequent Purchaser, not misleading, or if in the reasonable opinion of counsel for the Investor it is otherwise necessary to amend or supplement the Offering Memorandum to comply with applicable law, the Company agrees, promptly upon the Investor’s written request, to prepare and furnish at its own expense to the Investor such number of copies of amendments or supplements to the Offering Memorandum as are reasonably requested by the Investor containing such information as is necessary so that the statements therein as so amended or supplemented will not, in the light of the circumstances when such document is delivered to a prospective Subsequent Purchaser, be misleading or so that such document, as amended or supplemented, will comply with applicable law. The Company hereby expressly acknowledges that the indemnification and contribution provisions of Section 10 of this Agreement are specifically applicable and relate to each Offering Memorandum amendment or supplement referred to in this Section 2(i)(D).

          (E) Depositary Eligibility . No later than 15 days prior to the delivery of the Offering Memorandum, the Company shall cause the Shares to be eligible for clearance and settlement through the facilities of the Depositary, including, if necessary and to the extent appropriate for a security intended to be traded under Rule 144A and, to the extent allowed by applicable law, removal of any legends.

          (F) PORTAL Market Inclusion . The Company will use its best efforts to permit the Shares to be designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. (“NASD”) relating to trading in the PORTAL Market.

          (G) Blue Sky Compliance . The Company (i) shall cooperate with the Investor and counsel for the Investor to qualify or register the Shares for sale under (or obtain exemptions from the application of) the Blue Sky or state or other securities laws of those jurisdictions (both domestic and foreign) as may be designated by the Investor or its counsel, (ii) shall comply with such laws and (iii) shall continue such qualifications, registrations and exemptions in effect so long as required for the Investor’s placement of the Shares to the Subsequent Purchasers; provided, however , that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation, and provided further, however , that the Company may require that offers and sales in one or more jurisdictions must be made through brokers licensed in that jurisdiction. The Company will advise the Investor promptly of its knowledge of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company

shall use its reasonable best efforts to obtain the withdrawal thereof at the earliest possible moment.

          (ii) Offering Commencement Date/Customary Rule 144A Deliveries. The Company shall deliver, and shall cause its attorneys, accountants and officers, as applicable, to deliver the following documents to the Investor at the offices of Alston & Bird LLP, Washington, D.C., no later than 5:00 p.m. New York time on such date (which date shall be on or after the earlier of (x) 144A Demand Deadline and (y) 30 days after the making of a 144A Demand) as may be designated by the Investor as the “Offering Commencement Date.”

          (A) Officers’ Certificate. On the Offering Commencement Date, the Investor shall receive from the Company a certificate, dated the date of its delivery, signed by each of the Chief Executive Officer and the Chief Financial Officer of the Company, in form and substance satisfactory to the Investor, to the effect that, except as disclosed in such certificate:

          (1) Any requests made by the staff of the Commission in connection with any review of the Company’s filings with the Commission shall have been responded to and complied with to the Investor’s satisfaction at the time such certificate is delivered;

          (2) Each signer of such certificate has carefully examined the Offering Memorandum (which term includes any documents incorporated by reference therein) and (A) as of the date of such certificate, the Offering Memorandum does not contain an untrue statement of a material fact and does not omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (B) no event has occurred as a result of which it would be necessary to amend or supplement the Offering Memorandum in order to make the statements therein not untrue or misleading in any material respect;

          (3) Except as described in such certificate, each of the representations and warranties of the Company contained in the Purchase Agreement was, when originally made, and is, at the time such certificate is delivered, true and correct in all material respects, except for such inaccuracies that, individually or in the aggregate, will not have a Material Adverse Effect; and

          (4) Each of the covenants required to be performed by the Company herein on or prior to the delivery of such certificate has been duly, timely and fully performed in all material respects.

          (B) Opinion of Counsel. On the Offering Commencement Date, the Investor shall receive (1) an opinion of Andrews Kurth LLP, special

counsel for the Company (or other counsel for the Company acceptable to the Investor) dated as of the date of its delivery, as to the matters set forth in Exhibit A-1 hereto and (2) an opinion of Hogan & Hartson LLP, Maryland counsel for the Company (or other counsel for the Company acceptable to the Investor), dated the date of its delivery, as to the matters set forth in Exhibit A-2 hereto.

          (C) Accountant’s Comfort Letter . On the Offering Commencement Date, the Investor shall receive from Ernst & Young LLP (or successor auditors of the Company who shall be independent public accountants within the meaning of Regulation S-X under the Securities Act and the Exchange Act) a letter dated as of such date addressed to the Investor, containing statements and information of the type ordinarily included in an accountants’ “comfort letter” to initial purchasers in offerings made in reliance upon Rule 144A, delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the audited, unaudited and pro forma financial statements and certain financial information contained, or incorporated by reference, in the Offering Memorandum. In the event that the letter referred to above describes, for the period subsequent to the date of the most recent consolidated balance sheet and income statement of the Company included or incorporated by reference in the Offering Memorandum, any changes in the capital stock, increases in long-term debt, or decreases in the consolidated assets or stockholders’ equity of the Company, as compared with amounts shown on the then-most recent consolidated balance sheet of the Company included or incorporated by reference in the Offering Memorandum, or any decreases, as compared with the corresponding period in the preceding year, in consolidated net revenues or net income per share of the Company, except in each case for such changes, increases or decreases that the Offering Memorandum discloses have occurred or may occur, (i) such letter shall be accompanied by the written explanation of the Company as to the significance thereof, unless the Investor deems such explanation unnecessary, and (ii) if such changes or decreases, in the good faith judgment of the Investor, make it impractical or inadvisable to proceed with the re-offering of the Shares as contemplated by this Agreement, at the Investor’s request the Company shall prepare a supplement to the Offering Memorandum (which may take the form of a filing with the Commission that is incorporated by reference into the Offering Memorandum) disclosing and explaining such financial condition.

          (D) Other Documents. On the Offering Commencement Date, counsel to the Investor shall be furnished with such other documents as such counsel may reasonably require in order to evidence the accuracy and completeness of any of the representations and warranties contained in this Agreement.

All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are reasonably satisfactory in form and substance to the Investor and its counsel. The Investor may, in its sole discretion, but shall not be

required to, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.

          (iii) Offer, Sale and Resale Procedures. The Investor and the Company hereby establish and agree to observe the following procedures in connection with the offer and sale of the Shares in reliance on Rule 144A (the “144A Offering”):

          (A) Offers and Sales Only to Qualified Institutional Buyers, Institutional Accredited Investors or Non U.S. Persons . Offers and sales of the Shares will be made only by the Investor or affiliates thereof qualified or registered to do so in the jurisdictions in which such offers or sales are made. Each such offer or sale shall be made only:

          (1) to persons whom the offeror or seller, or any person acting on behalf of them, reasonably believes to be qualified institutional buyers (as defined in Rule 144A under the Securities Act);

          (2) to a limited number of other institutional purchasers that the offeror or seller reasonably believes to be accredited investors (as such term is defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act); or

          (3) pursuant to offers and sales that occur outside of the United States within the meaning of Regulation S under the Securities Act.

          (B) No General Solicitation . The Shares will be offered by approaching prospective Subsequent Purchasers on an individual basis. No general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) will be used in the United States in connection with the offering of the Shares.

          (C) Purchases by Non-Bank Fiduciaries . In the case of a non-bank Subsequent Purchaser of Shares acting as a fiduciary for one or more third parties, in connection with an offer and sale to such purchaser pursuant to this Section 2(a), each third party shall, in the reasonable judgment of the Investor, be a qualified institutional buyer.

          (D) Rule 144A Reliance and Restrictions on Transfer . The Offering Memorandum shall make prospective offerees aware of the reliance by the offeror and/or seller on the exemptions provided by Rule 144A and Regulation S and shall provide that Subsequent Purchasers that acquire any Shares shall be deemed to have agreed that such Shares may only be resold or otherwise transferred if such Shares are registered for sale under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act (including Rule 144A and Regulation S), or in a transaction not otherwise subject to the Securities Act.

Section 3. Shelf Registration

          (a) On or after 5:00 p.m. New York time on the date which is nine months after the date of this Agreement, if the Company has not delivered to the Investor an irrevocable notice of redemption of all of the Shares, the Investor or the Majority Holders may demand that the Company file with the Commission a Shelf Registration Statement, including a Prospectus for use by the Investor and other holders of the Shares, as selling stockholders of their Shares (a “Shelf Registration”), and the Company shall thereupon use its reasonable best efforts to have the Shelf Registration Statement and a companion Form 8-A registration statement for the Series C Preferred Stock declared effective no later than 60 days after the making of such Shelf Registration and thereafter to keep the Shelf Registration Statement continuously effective until each Holder is eligible to sell its Shares under Securities Act Rule 144(k); provided, however , that each and every such obligation shall terminate upon the complete redemption of the Series C Preferred Stock by the Company; provided further, however , that such termination shall n