Item 1.01 Entry Into a Material Definitive Agreement

On June 12, 2009, Hersha Hospitality Trust (the "Company") and Hersha Hospitality Limited Partnership entered into a sales agreement (the "Sales Agreement") with Cantor Fitzgerald & Co., as sales agent. In accordance with the Sales Agreement, the Company may offer and sell up to 15,000,000 Class A common shares of beneficial interest (the "Placement Shares"). Sales of the Placement Shares, if any, may be made by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 under the Securities Act of 1933, as amended (including, without limitation, sales made directly on the New York Stock Exchange, or any other existing trading market for the Company's Class A common shares, or to or through a market maker) and in privately negotiated transactions. Under the Sales Agreement, Cantor Fitzgerald & Co. will use its commercially reasonable efforts consistent with its normal trading and sales practice to sell the Placement Shares as directed by the Company. Cantor Fitzgerald & Co. will be entitled to compensation equal to 2.75% of the gross sales price per share for any Placement Shares sold under the Sales Agreement.

The Sales Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

1.1-Sales Agreement, dated June 12, 2009, by and among Hersha Hospitality Trust, Hersha Hospitality Limited Partnership and Cantor Fitzgerald & Co.

8.1-Opinion of Hunton & Williams LLP with respect to tax matters.

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