Common use of Special Optional Redemption Clause in Contracts

Special Optional Redemption. Upon the occurrence of a Change of Control, the Issuer may, at its option, redeem the Series A Preferred Shares, in whole or in part and within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption. If, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of redemption with respect to the Series A Preferred Shares (whether pursuant to the Issuer’s optional redemption right or its special optional redemption right), investors will not have the conversion right described above. Yield: 7.875% Public Offering Price: $25.00 per share Purchase Price by Underwriters: $24.2125 per share Net Proceeds (before expenses): $121,062,500 Underwriting Discount: $3,937,500 Joint Book-Running Managers: Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, Inc. Senior Co-Managers: Citigroup Global Markets Inc. RBC Capital Markets, LLC Co-Managers: Xxxxxx X. Xxxxx & Co. Incorporated Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxx Xxxxxx & Company, Inc. Listing/Symbol: NYSE / “PEBPrA” ISIN: US70509V2097 CUSIP: 00000X000 The issuer has filed a registration statement (including a prospectus dated January 11, 2011 and a preliminary prospectus supplement dated March 7, 2011) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322 or Xxxxxxx Xxxxx & Associates, Inc. toll-free at 0-000-000-0000. Exhibit A-1 FORM OF OPINION OF HUNTON & XXXXXXXX LLP TO BE DELIVERED PURSUANT TO SECTION 5(b) HUNTON & XXXXXXXX LLP RIVERFRONT PLAZA, EAST TOWER 000 XXXX XXXX XXXXXX RICHMOND, VIRGINIA 00000-0000 TEL 804 • 788 • 8200 FAX 804 • 788 • 8218 FILE NO: 76441.000025 March 11, 2011 Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, Inc. as representatives of the several Underwriters c/o Wells Fargo Securities, LLC 000 X. Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Pebblebrook Hotel Trust 5,000,000 7.875% Series A Cumulative Redeemable Preferred Shares Ladies and Gentlemen: We have acted as special counsel to Pebblebrook Hotel Trust, a Maryland real estate investment trust (the “Company”), and Pebblebrook Hotel, L.P., a Delaware limited partnership (the “Operating Partnership”), in connection with the issuance and sale by the Company to the Underwriters named in Schedule A (the “Underwriters”) to the Purchase Agreement, dated March 8, 2011, among the Company, the Operating Partnership and you, as representatives of the Underwriters (the “Purchase Agreement”), of 5,000,000 7.875% Series A Cumulative Redeemable Preferred Shares, par value $0.01 per share (“Preferred Shares”), of the Company (the “Shares”). This opinion is furnished to you at the request of the Company pursuant to Section 5(b) of the Purchase Agreement. Capitalized terms used in this letter and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. In connection with the foregoing, we have examined the following documents:

Special Optional Redemption. Upon the occurrence of a Change of Control, the Issuer may, at its option, redeem the Series A B Preferred SharesStock, in whole or in part and part, within 120 days after the first date on which such Change of Control occurred, by paying for cash at a redemption price of $25.00 per share, plus any accrued accumulated and unpaid dividends thereon to, but not including, the date of redemptionredemption date. If, prior to the Change of Control Conversion Date, Date the Issuer has provided or provides notice of redemption with respect its election to redeem some or all of the shares of Series A B Preferred Shares Stock (whether pursuant to the Issuer’s its optional redemption right described above or its this special optional redemption right), investors the holders of Series B Preferred Stock will not have the conversion right described aboveabove under “—Conversion Rights” with respect to the shares of Series B Preferred Stock called for redemption. Please see the section entitled “Description of the Series B Preferred Stock—Redemption—Special Optional Redemption” in the Preliminary Prospectus Supplement Yield: 7.8757.625% Public Offering Price: $25.00 per share Purchase Price by Underwriters: $24.2125 per share Net Proceeds (before expenses): $121,062,500 Underwriting Discount: $3,937,500 Joint Book-Book Running Managers: Xxxxx Fargo SecuritiesX.X. Xxxxxx Securities LLC and Xxxxx, LLC Xxxxxxx Lynch, Pierce, Xxxxxx Xxxxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & AssociatesXxxxx, Inc. Senior Co-Managers: Citigroup Global Markets Inc. RBC Capital MarketsManagers Credit Suisse Securities (USA) LLC, LLC Co-Managers: Xxxxxx X. Xxxxx Ladenburg Xxxxxxxx & Co. Incorporated Xxxxxx Xxxxxxxxxx Xxxxx Inc., MLV & Co LLC Xxxxxx Xxxxxx and Steme, Xxxx & CompanyXxxxx, Inc. Listing/Symbol: NYSE / The Issuer is applying, to list the Series B Preferred Stock on The New York Stock Exchange under the symbol “PEBPrADXPrB” ISIN: US70509V2097 US26817Q8033 CUSIP: 00000X000 The issuer Issuer has filed a registration statement (including a prospectus dated January 11December 13, 2011 and a preliminary prospectus supplement dated March 7April 11, 20112013) with the SEC for the offering to which this communication relatesrelaxes. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other ether documents the issuer has filed with the SEC for more complete information about the issuer Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling Xxxxx Fargo Securities, X. X. Xxxxxx Securities LLC toll-free collect at 0-000-000-00000000 and Xxxxx, Xxxxxxx LynchXxxxxxxx & Xxxxx, Pierce, Xxxxxx & Xxxxx Incorporated Inc. toll-free at 1-800-294966-1322 or Xxxxxxx Xxxxx & Associates, Inc. toll-free at 0-000-000-00001559. Exhibit A-1 FORM OF OPINION OF HUNTON & XXXXXXXX XXXXXXX LLP TO BE DELIVERED PURSUANT TO SECTION 5(b) HUNTON & XXXXXXXX LLP RIVERFRONT PLAZAX.X. Xxxxxx Securities LLC Xxxxx, EAST TOWER 000 XXXX XXXX XXXXXX RICHMOND, VIRGINIA 00000-0000 TEL 804 • 788 • 8200 FAX 804 • 788 • 8218 FILE NO: 76441.000025 March 11, 2011 Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & AssociatesXxxxxxxx and Xxxxx, Inc. as representatives Representatives of the several Underwriters named in the Underwriting Agreement c/o Wells Fargo Securities, X.X. Xxxxxx Securities LLC 000 X. Xxxxxxx Xxxxxx XxxxxxxxxXxx Xxxx, Xxxxx Xxxxxxxx Xxx Xxxx 00000 Pebblebrook Hotel Trust 5,000,000 7.875% Series A Cumulative Redeemable Preferred Shares Re: Dynex Capital, Inc. Ladies and Gentlemen: We have acted as special counsel to Pebblebrook Hotel TrustDynex Capital, Inc., a Maryland real estate investment trust Virginia corporation (the “Company”), and Pebblebrook Hotel, L.P., a Delaware limited partnership (the “Operating Partnership”), in connection with the issuance offering and sale by the Company of up to the Underwriters named in Schedule A 2,300,000 shares of its 7.625% Series B Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share) (the “UnderwritersSeries B Preferred Stock”) ), pursuant to the Purchase an Underwriting Agreement, dated March 8April 11, 20112013, by and among the CompanyCompany and X.X. Xxxxxx Securities LLC and Xxxxx, the Operating Partnership Xxxxxxxx and youXxxxx, Inc., as representatives of the Underwriters underwriters named therein (the “Purchase Underwriting Agreement”), of 5,000,000 7.875% Series A Cumulative Redeemable Preferred Shares, par value $0.01 per share (“Preferred Shares”), of the Company (the “Shares”). This opinion letter is furnished being delivered to you at the request of the Company pursuant to Section 5(b) of the Purchase Underwriting Agreement. Capitalized All terms used in this letter and not otherwise defined herein shall have the meanings ascribed set forth in the Underwriting Agreement. We have examined originals or copies certified to our satisfaction, of such corporate records of the Company, indentures, agreements and other instruments, certificates of public officials, certificates of officers and representatives of the Company, and other documents as we have deemed necessary to require as a basis for the opinions hereinafter expressed. As to various questions of fact material to such terms opinions, we have, when relevant facts were not independently established, relied upon certification by officers of the Company and other appropriate persons and statements contained in the Purchase Registration Statement, the General Disclosure Package and the Prospectus. In addition, we have relied upon the representations contained in the Underwriting Agreement. In connection our examination of records and other documents, we have assumed the authenticity of all such documents submitted to us as originals, the genuineness of all signatures, the due authority of the persons executing such documents and the conformity to the originals of all documents submitted to us as copies. In addition, we have made such other investigations of applicable law as we deemed necessary to enable us to provide you with the opinions hereafter expressed. Except as set forth in this letter, we have not undertaken any independent investigation, examination or inquiry to confirm or determine the existence or absence of any facts, searched any of the books, records or files of the Company, searched any internal file, court file, public record or other information collection, or examined or reviewed any communication, instrument, agreement, document, file, financial statement, tax return, record, lien records, or other item. Additionally, in rendering the opinions hereafter expressed, we have assumed that each certificate, report or other document issued by any governmental official, office or agency concerning any person, asset, property or status is, and all public records (including their proper indexing and filing) are, accurate, complete, authentic and current and remain so as of the date hereof. The assumptions and qualifications expressly stated in this letter are in addition to (and not in lieu or limitation of) any others presumed by customary usage. The opinions hereafter expressed are given as of the date hereof, and we do not in any event undertake to advise you on any facts or circumstances occurring or coming to our attention after the date hereof. Based upon the foregoing, and having regard to legal considerations that we have examined deem relevant, we are of the following documentsopinion that:

Special Optional Redemption. Upon In the occurrence event of a Change of Control, the Issuer may, at its option, will have the option to redeem the Series A D Preferred SharesStock, in whole or in part and part, within 120 days after the first date on which such Change of Control occurred, by paying has occurred for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends (whether or not declared) to, but not including, the date of redemptionredemption date. If, prior to To the Change of Control Conversion Date, extent that the Issuer has provided or provides notice of exercises its redemption with respect right (by sending the required notice) relating to the Series A D Preferred Shares (whether pursuant to Stock, the Issuer’s optional redemption right or its special optional redemption right), investors holders of shares of the Series D Preferred Stock will not have be permitted to exercise the conversion right described aboveabove in respect of their shares of Series D Preferred Stock called for redemption. YieldCUSIP / ISIN: 7.875% Public Offering Price83600C 509 / US83600C5094 Expected Listing: $25.00 per share Purchase Price by Underwriters: $24.2125 per share Net Proceeds (before expenses): $121,062,500 Underwriting Discount: $3,937,500 Joint The Issuer has filed an application to list the Series D Preferred Stock with the NASDAQ under the symbol “SOHON.” If the listing application is approved, the Issuer expects trading of the Series D Preferred Stock to commence within 30 days after initial delivery of the Series D Preferred Stock. Voting Rights The Series D Preferred Stock will not have voting rights, except as set forth in the preliminary prospectus supplement. Lead Book-Running ManagersManager: Sandler X’Xxxxx + Partners, L.P Passive Book-Running Manager: Xxxxxx Xxxxxxxxxx Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, Inc. Senior Co-Managers: Citigroup Global Markets Inc. RBC Capital Markets, LLC Co-Managers: Xxxxxx X. Xxxxx Boenning & Co. Incorporated Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxx Xxxxxx & CompanyScattergood, Inc. Listing/Symbol: NYSE / “PEBPrA” ISIN: US70509V2097 CUSIP: 00000X000 American Capital Partners, LLC The issuer Issuer has filed a registration statement (including a prospectus dated January 11September 20, 2011 2017 and a preliminary prospectus supplement dated March 7April 8, 20112019) with the SEC Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer Issuer has filed with the SEC for more complete information about the issuer Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site website at xxx.xxx.xxx. Alternatively, the issuerIssuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it from Sandler X’Xxxxx + Partners, L.P. at 1251 Avenue of the Xxxxxxxx, 0xx Xxx., Xxx Xxxx, Xxx Xxxx 00000, Attention: Prospectus Department, or by calling Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000, Xxxxxxx Lynchor by email at xxxxxxxxx@xxxxxxxxxxxxx.xxx. SCHEDULE 1(A)(XI) Capitol Hotel Associates Limited Partnership, PierceL.L.P. SOHO Wilmington LLC Philadelphia Hotel Associates LP Louisville Hotel Associates LLC MHI Hotel Investments Holdings, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322 or Xxxxxxx Xxxxx & LLC Hollywood Hotel Associates LLC Hollywood Hotel Holdings LLC MHI Hospitality TRS Holding, Inc. MHI Hospitality TRS, LLC Hollywood Hotel Associates Lessee LLC Hollywood Hotel TRS LLC MHI Hospitality TRS II, LLC MHI Louisville TRS LLC SOHO Jacksonville TRS LLC SOHO Atlanta TRS, LLC Savannah Hotel Associates, Inc. tollL.L.C. Tampa Hotel Associates LLC Brownestone Partners LLC Raleigh Hotel Associates LLC MHI Jacksonville LLC Laurel Hotel Associates LLC Hampton Hotel Associates LLC SOHO Atlanta LLC Sotherly-free at 0-000-000-0000. Exhibit A-1 FORM OF OPINION OF HUNTON & XXXXXXXX LLP TO BE DELIVERED PURSUANT TO SECTION 5(b) HUNTON & XXXXXXXX LLP RIVERFRONT PLAZA, EAST TOWER 000 XXXX XXXX XXXXXX RICHMOND, VIRGINIA 00000-0000 TEL 804 • 788 • 8200 FAX 804 • 788 • 8218 FILE NO: 76441.000025 March 11, 2011 Xxxxx Fargo SecuritiesHouston GP, LLC Xxxxxxx LynchHouston Hotel Associates Limited Partnership, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, Inc. as representatives of the several Underwriters c/o Wells Fargo SecuritiesLLP Houston Hotel Manager, LLC 000 X. Xxxxxxx Xxxxxx XxxxxxxxxHouston Hotel Owner, Xxxxx Xxxxxxxx 00000 Pebblebrook Hotel Trust 5,000,000 7.875% Series A Cumulative Redeemable Preferred Shares Ladies and Gentlemen: We have acted as special counsel to Pebblebrook Hotel Trust, a Maryland real estate investment trust (the “Company”), and Pebblebrook Hotel, L.P., a Delaware limited partnership (the “Operating Partnership”), in connection with the issuance and sale by the Company to the Underwriters named in Schedule A (the “Underwriters”) to the Purchase Agreement, dated March 8, 2011, among the Company, the Operating Partnership and you, as representatives of the Underwriters (the “Purchase Agreement”), of 5,000,000 7.875% Series A Cumulative Redeemable Preferred Shares, par value $0.01 per share (“Preferred Shares”), of the Company (the “Shares”). This opinion is furnished to you at the request of the Company pursuant to Section 5(b) of the Purchase Agreement. Capitalized terms used in this letter and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. In connection with the foregoing, we have examined the following documents:LLC SOHO Arlington LLC

Special Optional Redemption. Upon the occurrence of a Change of Control, the Issuer may, at its option, redeem the Series A F Preferred Shares, in whole or in part and within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption. If, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of redemption with respect to the Series A F Preferred Shares (whether pursuant to the Issuer’s optional redemption right or its special optional redemption right), investors holders of Series F Preferred Shares will not have the conversion right described above. Yield: 7.8756.450% Schedule B-3 Public Offering Price: $25.00 per share Purchase Price by UnderwritersUnderwriter: $24.2125 per share Net Proceeds (before expenses): $121,062,500 72,637,500 Underwriting Discount: $3,937,500 Joint 2,362,500 Use of Proceeds: The Issuer will contribute the net proceeds from this offering to its operating partnership in exchange for series F preferred units, the economic terms of which are substantially similar to the Series F Preferred Shares. The operating partnership will subsequently use the net proceeds from this offering, along with cash on hand, to repay in full the outstanding mortgage loan secured by the Renaissance Orlando at SeaWorld®, and to the extent of any excess net proceeds, for general corporate purposes. Book-Running ManagersManager: Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, Inc. Senior Co-Managers: Citigroup Global Markets Inc. RBC Capital Markets, LLC Co-Managers: Xxxxxx X. Xxxxx & Co. Incorporated Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxx Xxxxxx & Company, Inc. Listing/Symbol: NYSE / “PEBPrASHO PR F” ISIN: US70509V2097 US8678927059 CUSIP: 00000X000 867892 705 The issuer Issuer has filed a registration statement (including a prospectus dated January 1110, 2011 2014 and a preliminary prospectus supplement dated March 7May 9, 20112016) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer Issuer has filed with the SEC for more complete information about the issuer Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuerIssuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322 or Xxxxxxx Xxxxx & Associates. Schedule B-4 EXHIBIT C SIGNIFICANT SUBSIDIARIES OF THE COMPANY Boston 1927 Lessee, Inc. toll-free at 0-000-000-0000. Exhibit A-1 FORM OF OPINION OF HUNTON & XXXXXXXX LLP TO BE DELIVERED PURSUANT TO SECTION 5(b) HUNTON & XXXXXXXX LLP RIVERFRONT PLAZA, EAST TOWER 000 XXXX XXXX XXXXXX RICHMOND, VIRGINIA 00000-0000 TEL 804 • 788 • 8200 FAX 804 • 788 • 8218 FILE NO: 76441.000025 March 11, 2011 Xxxxx Fargo SecuritiesBoston 1927 Owner, LLC Xxxxxxx LynchEP Holdings, PierceLLC One Park Boulevard, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & AssociatesLLC Sun CHP I, Inc. as representatives of the several Underwriters c/o Wells Fargo SecuritiesSun XXX XX, XXX Xxxxxxxx 00xx Xxxxxx Lessee, Inc. Sunstone 42nd Street, LLC 000 X. Xxxxxxx Xxxxxx XxxxxxxxxSunstone Broadway, LLC Sunstone Canal Lessee, Inc. Sunstone Canal, LLC Sunstone Center Court Lessee, Inc. Sunstone Center Court, LLC Sunstone Century Lessee, Inc. Sunstone Century, LLC Sunstone Cowboy, LP Sunstone Cowboy GP, LLC Sunstone Cowboy Lessee, LP Sunstone Cowboy Lessee GP, LLC Sunstone East Grand Lessee, Inc. Sunstone East Grand, LLC Sunstone East Xxxxx, XX Sunstone East Xxxxx Xxxxxxxx 00000 Pebblebrook Hotel Trust 5,000,000 7.875% Series A Cumulative Redeemable Preferred Shares Ladies and Gentlemen: We have acted as special counsel to Pebblebrook Hotel TrustXX, a Maryland real estate investment trust (the “Company”)LLC Sunstone East Xxxxx Lessee, and Pebblebrook HotelInc. Sunstone EC5 Lessee, L.P.Inc. Sunstone EC5, a Delaware limited partnership (the “Operating Partnership”)LLC Sunstone Hawaii 3-0 Lessee, in connection with the issuance and sale by the Company to the Underwriters named in Schedule A (the “Underwriters”) to the Purchase AgreementInc. Sunstone Hawaii 3-0, dated March LLC Sunstone Holdco 3, LLC Sunstone Holdco 4, LLC Sunstone Holdco 5, LLC Sunstone Holdco 6, LLC Sunstone Holdco 8, 2011LLC Sunstone Holdco 9, among the CompanyLLC Sunstone Holdco 10, the Operating Partnership and youLLC Sunstone Hotel Acquisitions, as representatives of the Underwriters (the “Purchase Agreement”)LLC Sunstone Hotel Partnership, of 5,000,000 7.875% Series A Cumulative Redeemable Preferred SharesLLC Sunstone Hotel TRS Lessee, par value $0.01 per share (“Preferred Shares”)Inc. Sunstone Jamboree Lessee, of the Company (the “Shares”)Inc. Sunstone Jamboree, LLC Sunstone K9 Lessee, Inc. Sunstone K9, LLC Sunstone LA Airport Lessee, Inc. Sunstone LA Airport, LLC Sunstone Leesburg Lessee, Inc. Sunstone Leesburg, LLC Sunstone Longhorn, LP Sunstone Longhorn GP, LLC Sunstone Longhorn Holdco, LLC Sunstone Longhorn Lessee, LP Sunstone Longhorn Lessee GP, LLC Sunstone MacArthur Lessee, Inc. Sunstone MacArthur, LLC Sunstone North State Lessee, Inc. Sunstone North State, LLC Sunstone Ocean Lessee, Inc. Sunstone Ocean, LLC Sunstone Outparcel, LLC Sunstone Park, LLC Sunstone Park Lessee, LLC Sunstone Philly, LP Sunstone Philly GP, LLC Sunstone Philly Lessee, Inc. Sunstone Pledgeco, LLC Sunstone Quincy Lessee, Inc. Sunstone Quincy, LLC Sunstone Red Oak Lessee, Inc. Sunstone Red Oak, LLC Sunstone Saint Clair, LLC Sunstone Saint Clair Lessee, Inc. Sunstone Sea Harbor Holdco, LLC Sunstone Sea Harbor Lessee, Inc. Sunstone Sea Harbor, LLC Sunstone Sidewinder Lessee, Inc Sunstone Sidewinder, LLC Sunstone St. Xxxxxxx Lessee, Inc. Sunstone St. Xxxxxxx, LLC Sunstone Top Gun Lessee, Inc. Sunstone Top Gun, LLC Sunstone Xxx Xxxxxx, LLC Sunstone Westwood, LLC Sunstone Wharf Lessee, Inc. Sunstone Wharf, LLC SWW No. This opinion is furnished to you at the request of the Company pursuant to Section 5(b) of the Purchase Agreement. Capitalized terms used in this letter and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. In connection with the foregoing1, we have examined the following documents:LLC WB Sunstone-Portland, Inc. WB Sunstone-Portland, LLC WHP Bevflow, LLC WHP Texas Beverage 1, Inc. WHP Texas Beverage 2, Inc.

Special Optional Redemption. Upon The notes may be redeemed at the occurrence of a Change of ControlIssuer’s option, the Issuer mayin whole, at its optionany time before September 23, redeem 2017, at a redemption price equal to 101% of the Series A Preferred Shares, in whole or in part and within 120 days after the first date on which aggregate principal amount of such Change of Control occurred, by paying $25.00 per sharenotes being redeemed, plus any accrued and unpaid dividends interest on the aggregate principal amount of such notes being redeemed to, but not includingexcluding, the date of such redemption, if the Issuer determines that, in its judgment, the Acquisition will not be consummated on or before September 23, 2017. If, prior to Repurchase at the Option of Holders upon a Change of Control Conversion Date, Triggering Event: The notes will be subject to repurchase at the option of the holders at a purchase price of 101% of the principal amount thereof plus accrued and unpaid interest if the Issuer has provided or provides notice experiences a Change of redemption with respect to Control Triggering Event (as described in the Series A Preferred Shares (whether pursuant to the Issuer’s optional redemption right or its special optional redemption rightPreliminary Prospectus Supplement April 10, 2017), investors will not have the conversion right described above. YieldCUSIP / ISIN: 7.875% Public Offering Price: $25.00 per share Purchase Price by Underwriters: $24.2125 per share Net Proceeds (before expenses): $121,062,500 Underwriting Discount: $3,937,500 237194 AL9 / US237194AL90 Joint Book-Running Managers: Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxxxx, Sachs & Co. Xxxxx & AssociatesFargo Securities, LLC Fifth Third Securities, Inc. Senior SunTrust Xxxxxxxx Xxxxxxxx, Inc. U.S. Bancorp Investments, Inc. Co-Managers: Citigroup Global Markets Mizuho Securities USA LLCDeutsche Bank Securities Inc. RBC Capital MarketsNote: A securities rating is not a recommendation to buy, LLC Co-Managers: Xxxxxx X. Xxxxx & Co. Incorporated Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxx Xxxxxx & Company, Inc. Listing/Symbol: NYSE / “PEBPrA” ISIN: US70509V2097 CUSIP: 00000X000 sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus dated January 11, 2011 and a preliminary prospectus supplement dated March 7, 2011) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement prospectus, if you request it by calling Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322 1322, Xxxxxxx, Sachs & Co. at 1-866-471-2526 or Xxxxxxx Xxxxx & AssociatesFargo Securities, Inc. toll-free LLC at 0-000-000-0000. Exhibit A-1 XXXXXXX X-0 FORM OF OPINION OF HUNTON & XXXXXXXX LLP LLP, COUNSEL FOR THE COMPANY, TO BE DELIVERED PURSUANT TO SECTION 5(b) HUNTON & XXXXXXXX LLP RIVERFRONT PLAZA, EAST TOWER 000 XXXX XXXX XXXXXX RICHMOND, VIRGINIA 00000-0000 TEL 804 • 788 • 8200 FAX 804 • 788 • 8218 FILE NO: 76441.000025 March 11, 2011 Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, Inc. as representatives of the several Underwriters c/o Wells Fargo Securities, LLC 000 X. Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Pebblebrook Hotel Trust 5,000,000 7.875% Series A Cumulative Redeemable Preferred Shares Ladies and Gentlemen: We have acted as special counsel to Pebblebrook Hotel Trust, a Maryland real estate investment trust (the “Company”), and Pebblebrook Hotel, L.P., a Delaware limited partnership (the “Operating Partnership”), in connection with the issuance and sale by the Company to the Underwriters named in Schedule A (the “Underwriters”) to the Purchase Agreement, dated March 8, 2011, among the Company, the Operating Partnership and you, as representatives of the Underwriters (the “Purchase Agreement”), of 5,000,000 7.875% Series A Cumulative Redeemable Preferred Shares, par value $0.01 per share (“Preferred Shares”), of the Company (the “Shares”). This opinion is furnished to you at the request of the Company pursuant to Section 5(b) of the Purchase Agreement. Capitalized terms used in this letter and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. In connection with the foregoing, we have examined the following documents:

Special Optional Redemption. Upon N/A The 2026 Notes may also be redeemed at the occurrence of a Change of ControlIssuer’s option, the Issuer mayin whole, at its optionany time before June 1, redeem 2017, at a redemption price equal to 101% of the Series A Preferred Shares, in whole or in part and within 120 days after aggregate principal amount of the first date on which such Change of Control occurred, by paying $25.00 per share2026 Notes being redeemed, plus any accrued and unpaid dividends interest on the aggregate principal amount of such 2026 Notes being redeemed to, but not includingexcluding, the date of such redemption. If, prior to the Change of Control Conversion Dateif, the Issuer has provided or provides notice of redemption with respect to the Series A Preferred Shares (whether pursuant to in the Issuer’s optional redemption right or its special optional redemption right)judgment, investors the Transaction will not have the conversion right described abovebe consummated on or before June 1, 2017. YieldTrade Date: 7.875% Public Offering PriceSeptember 29, 2016 September 29, 2016 Settlement Date: T+4; October 5, 2016 T+4; October 5, 2016 CUSIP / ISIN: 233331 AX5/US233331AX57 233331 AY3/US233331AY31 Denominations: $25.00 per share Purchase Price by Underwriters1,000 and integral multiples thereof $1,000 and integral multiples thereof Anticipated Ratings*: $24.2125 per share Net Proceeds (before expenses): $121,062,500 Underwriting Discount: $3,937,500 [intentionally omitted] [intentionally omitted] Joint Book-Running Managers: Xxxxx Fargo Securities, LLC Xxxxx Fargo Securities, LLC BNY Mellon Capital Markets, LLC Barclays Capital Inc. MUFG Securities Americas Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, Scotia Capital (USA) Inc. Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Senior Co-Managers: Citigroup Global Markets Inc. RBC BNP Paribas Securities Corp. BNY Mellon Capital Markets, LLC Fifth Third Securities, Inc. KeyBanc Capital Markets Inc. Mizuho Securities USA Inc. MUFG Securities Americas Inc. TD Securities (USA) LLC UBS Securities LLC Co-Managers: Xxxxxx X. Xxxxx & Co. Incorporated Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxx Xxxxxx & CompanyComerica Securities, Inc. Listing/SymbolSunTrust Xxxxxxxx Xxxxxxxx, Inc. U.S. Bancorp Investments, Inc. *Note: NYSE / “PEBPrA” ISIN: US70509V2097 CUSIP: 00000X000 A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.The issuer has filed a registration statement (including a prospectus dated January 11, 2011 and a preliminary prospectus supplement dated March 7, 2011prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling calling, Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000, BNY Mellon Capital Markets, LLC toll-free at 0-000-000-0000, MUFG Securities Americas Inc. toll-free at 0-000-000-0000, Barclays Capital Inc. toll-free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322 or Xxxxxxx Xxxxx & Associates1322, Scotia Capital (USA) Inc. toll-free at 0-000-000-0000, Citigroup Global Markets Inc. toll-free at 1-800-831-9146 or X.X. Xxxxxx Securities LLC collect at 0-000-000-0000. Exhibit A-1 FORM OF OPINION OF HUNTON & XXXXXXXX LLP TO BE DELIVERED PURSUANT TO SECTION 5(b) HUNTON & XXXXXXXX LLP RIVERFRONT PLAZA, EAST TOWER 000 XXXX XXXX XXXXXX RICHMOND, VIRGINIA 00000-0000 TEL 804 • 788 • 8200 FAX 804 • 788 • 8218 FILE NO: 76441.000025 March 11, 2011 Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, Inc. as representatives of the several Underwriters c/o Wells Fargo Securities, LLC 000 X. Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Pebblebrook Hotel Trust 5,000,000 7.875% Series A Cumulative Redeemable Preferred Shares Ladies and Gentlemen: We have acted as special counsel to Pebblebrook Hotel Trust, a Maryland real estate investment trust (the “Company”), and Pebblebrook Hotel, L.P., a Delaware limited partnership (the “Operating Partnership”), in connection with the issuance and sale by the Company to the Underwriters named in Schedule A (the “Underwriters”) to the Purchase Agreement, dated March 8, 2011, among the Company, the Operating Partnership and you, as representatives of the Underwriters (the “Purchase Agreement”), of 5,000,000 7.875% Series A Cumulative Redeemable Preferred Shares, par value $0.01 per share (“Preferred Shares”), of the Company (the “Shares”). This opinion is furnished to you at the request of the Company pursuant to Section 5(b) of the Purchase Agreement. Capitalized terms used in this letter and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. In connection with the foregoing, we have examined the following documents:IV-3 SCHEDULE V PRICING DISCLOSURE PACKAGE

Special Optional Redemption. Upon the occurrence of a Change of Control, the Issuer may, at its option, redeem the Series A E Preferred Shares, in whole or in part and within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends to, distributions to but not including, excluding the date of redemption. If, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of redemption with respect to the Series A E Preferred Shares (whether pursuant to the Issuer’s optional redemption right or its special optional redemption right), investors will not have the conversion right Change of Control Conversion Right described above. Yield: 7.875% Public Offering Price: $25.00 per share Purchase Price by Underwriters: $24.2125 per share Net Proceeds (before expenses): $121,062,500 Underwriting Discount: 242,125,000 ($3,937,500 278,443,750, if the underwriters exercise their overallotment option) Joint Book-Running Managers: Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Citigroup Global Markets Inc. UBS Securities LLC Xxxxx Fargo Securities, LLC Lead Manager: Xxxxxx Xxxxxxx Xxxxx & Associates, Inc. Senior Co. Incorporated Co-Managers: Citigroup Global Markets BB&T Capital Markets, a division of Xxxxx & Xxxxxxxxxxxx, LLC Xxxxxxxxx & Company, Inc. RBC Capital Markets, LLC Co-Managers: Xxxxxx X. Xxxxx & Co. Incorporated Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxx Xxxxxx & Company, Inc. Expected Listing/Symbol: NYSE / “PEBPrACWH PRE” ISIN: US70509V2097 US2032336065 CUSIP: 00000X000 203233 606 The issuer has filed a registration statement (including a prospectus dated January 11June 15, 2011 2009 and a preliminary prospectus supplement dated March 7May 25, 2011) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling BofA Xxxxxxx Xxxxx toll-free at 1-800-294-1322, Citi toll-free at (000) 000-0000, UBS Investment Bank toll-free at (000) 000-0000 extension 561-3884 or Xxxxx Fargo Securities, LLC Securities toll-free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322 or Xxxxxxx Xxxxx & Associates, Inc. toll-free at 0-000-000-0000. Exhibit A-1 FORM OF OPINION OF HUNTON & XXXXXXXX LLP TO BE DELIVERED PURSUANT TO SECTION 5(b) HUNTON & XXXXXXXX LLP RIVERFRONT PLAZA, EAST TOWER 000 XXXX XXXX XXXXXX RICHMOND, VIRGINIA 00000-0000 TEL 804 • 788 • 8200 FAX 804 • 788 • 8218 FILE NO: 76441.000025 March 11, 2011 Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, Inc. as representatives of the several Underwriters c/o Wells Fargo Securities, LLC 000 X. Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Pebblebrook Hotel Trust 5,000,000 7.875% Series A Cumulative Redeemable Preferred Shares Ladies and Gentlemen: We have acted as special counsel to Pebblebrook Hotel Trust, a Maryland real estate investment trust (the “Company”), and Pebblebrook Hotel, L.P., a Delaware limited partnership (the “Operating Partnership”), in connection with the issuance and sale by the Company to the Underwriters named in Schedule A (the “Underwriters”) to the Purchase Agreement, dated March 8, 2011, among the Company, the Operating Partnership and you, as representatives of the Underwriters (the “Purchase Agreement”), of 5,000,000 7.875% Series A Cumulative Redeemable Preferred Shares, par value $0.01 per share (“Preferred Shares”), of the Company (the “Shares”). This opinion is furnished to you at the request of the Company pursuant to Section 5(b) of the Purchase Agreement. Capitalized terms used in this letter and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. In connection with the foregoing, we have examined the following documents:.

Special Optional Redemption. Upon the occurrence of a Change of Control, the Issuer may, at its option, redeem the Series A Preferred Shares, in whole or in part and within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, to and including the date of redemption. If, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of redemption with respect to the Series A H Preferred Shares (whether pursuant to the Issuer’s optional redemption right or its special optional redemption right), investors will not have the conversion right described above. Yield: 7.8757.50% Public Offering Price: $25.00 per share Purchase Price by Underwriters: $24.2125 per share Net Proceeds (before expenses): $121,062,500 62,952,500 ($72,395,375 if the underwriters’ over-allotment option is exercised in full) Underwriting Discount: $3,937,500 Joint Book2,047,500 ($2,354,625 if the underwriters’ over-Running Managersallotment option is exercised in full) Underwriters: Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, Inc. Senior Co-Managers: Citigroup Global Markets Inc. RBC Capital Markets, LLC Co-Managers: Xxxxxx X. Xxxxx & Co. Incorporated Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxx Xxxxxx & Company, RBS Securities Inc. Listing/Symbol: NYSE / “PEBPrALHOPrH” ISIN: US70509V2097 US5179427027 CUSIP: 00000X000 000000000 The issuer has filed a registration statement (including a prospectus dated January 11November 23, 2011 2009 and a preliminary prospectus supplement dated March 7January 18, 2011) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322 or 1322, Xxxxxxx Xxxxx & Associates, Inc. toll-free at 0-000-000-0000 or RBS Securities Inc. toll-free at 0-000-000-0000. Exhibit A-1 FORM OF OPINION OF HUNTON & XXXXXXXX LLP TO BE DELIVERED PURSUANT TO SECTION 5(b) HUNTON & XXXXXXXX LLP RIVERFRONT PLAZA, EAST TOWER 000 XXXX XXXX XXXXXX RICHMOND, VIRGINIA 00000-0000 TEL 804 • 788 • 8200 FAX 804 • 788 • 8218 FILE NO: 76441.000025 March 11, 2011 Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, Inc. as representatives of the several Underwriters c/o Wells Fargo Securities, LLC 000 X. Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Pebblebrook Hotel Trust 5,000,000 7.875% Series A Cumulative Redeemable Preferred Shares Ladies and Gentlemen: We have acted as special counsel to Pebblebrook Hotel Trust, a Maryland real estate investment trust (the “Company”), and Pebblebrook Hotel, L.P., a Delaware limited partnership (the “Operating Partnership”), in connection with the issuance and sale by the Company to the Underwriters named in Schedule A (the “Underwriters”) to the Purchase Agreement, dated March 8, 2011, among the Company, the Operating Partnership and you, as representatives of the Underwriters (the “Purchase Agreement”), of 5,000,000 7.875% Series A Cumulative Redeemable Preferred Shares, par value $0.01 per share (“Preferred Shares”), of the Company (the “Shares”). This opinion is furnished to you at the request of the Company pursuant to Section 5(b) of the Purchase Agreement. Capitalized terms used in this letter and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. In connection with the foregoing, we have examined the following documents:.

Special Optional Redemption. Upon If the occurrence Acquisition (as defined in the prospectus supplement) is not closed on or before August 31, 2017, or the purchase agreements related to the Acquisition are terminated on or before such date, we will have the option to redeem all, but not less than all, of the notes at a Change redemption price equal to 101% of Control, the Issuer may, at its option, redeem aggregate principal amount of the Series A Preferred Shares, in whole or in part and within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per sharenotes, plus any accrued and unpaid dividends interest, to, but not includingexcluding, the date of redemption. IfInterest Payment Dates: May 25 and November 25, prior to the Change of Control Conversion Datecommencing November 25, the Issuer has provided or provides notice of redemption with respect to the Series A Preferred Shares (whether pursuant to the Issuer’s optional redemption right or its special optional redemption right), investors will not have the conversion right described above. Yield2017 CUSIP / ISIN: 7.875% Public Offering Price: $25.00 per share Purchase Price by Underwriters: $24.2125 per share Net Proceeds (before expenses): $121,062,500 Underwriting Discount: $3,937,500 87233Q AC2 / US87233QAC24 Joint Book-Running Managers: Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, MUFG Securities Americas Inc. Senior Co-Managers: Citigroup Global Markets Inc. RBC Capital MarketsHSBC Securities (USA) Inc. Mizuho Securities USA LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC Xxxxx Fargo Securities, LLC Co-Managers: Xxxxxx X. Xxxxx & Co. Incorporated Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxx Xxxxxx & Company, Inc. Listing/Symbol: NYSE / “PEBPrA” ISIN: US70509V2097 CUSIP: 00000X000 The issuer has filed a registration statement (including a prospectus dated January 11, 2011 prospectus) and a preliminary prospectus supplement dated March 7, 2011) with the SEC U.S. Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1(000) 000-800-294-1322 0000 or Xxxxxxx Xxxxx & Associates, MUFG Securities Americas Inc. toll-free at 0-(000-) 000-0000. SCHEDULE 3 Permitted Free Writing Prospectuses The Issuer Free Writing Prospectus attached as Schedule 2 to the Agreement. Exhibit A-1 FORM OF OPINION OF HUNTON & XXXXXXXX LLP TO BE DELIVERED PURSUANT TO SECTION 5(b) HUNTON & XXXXXXXX LLP RIVERFRONT PLAZAA States of Foreign Qualification TC PipeLines, EAST TOWER 000 XXXX XXXX XXXXXX RICHMONDLP Nebraska New York TC PipeLines GP, VIRGINIA 00000-0000 TEL 804 • 788 • 8200 FAX 804 • 788 • 8218 FILE NO: 76441.000025 March 11, 2011 Xxxxx Fargo SecuritiesInc. California Illinois Iowa Minnesota Montana Nebraska Nevada New York North Dakota Oregon South Dakota Texas TC GL Intermediate Limited Partnership None TC PipeLines Intermediate Limited Partnership Illinois Iowa Minnesota Montana Nebraska New York North Dakota South Dakota Texas TC Tuscarora Intermediate Limited Partnership California Nevada Oregon Bison Pipeline LLC Montana Nebraska North Dakota Texas Wyoming Gas Transmission Northwest LLC Arizona Idaho Oregon Texas Washington Great Lakes Gas Transmission Limited Partnership Michigan Minnesota Wisconsin North Baja Pipeline, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, Inc. as representatives of the several Underwriters c/o Wells Fargo Securities, Arizona California South Dakota TC Pipelines Tuscarora LLC 000 X. Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Pebblebrook Hotel Trust 5,000,000 7.875% Series A Cumulative Redeemable Preferred Shares Ladies and Gentlemen: We have acted as special counsel to Pebblebrook Hotel Trust, a Maryland real estate investment trust (the “Company”), and Pebblebrook Hotel, L.P., a Delaware limited partnership (the “Operating Partnership”), in connection with the issuance and sale by the Nevada Tuscarora Gas Transmission Company to the Underwriters named in Schedule A (the “Underwriters”) to the Purchase Agreement, dated March 8, 2011, among the Company, the Operating Partnership and you, as representatives of the Underwriters (the “Purchase Agreement”), of 5,000,000 7.875% Series A Cumulative Redeemable Preferred Shares, par value $0.01 per share (“Preferred Shares”), of the Company (the “Shares”). This opinion is furnished to you at the request of the Company pursuant to Section 5(b) of the Purchase Agreement. Capitalized terms used in this letter and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. In connection with the foregoing, we have examined the following documents:None

Special Optional Redemption. Upon the occurrence of a Change of Control, the Issuer may, at its option, redeem the Series A D Preferred Shares, in whole or in part and within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption. If, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of redemption with respect to the Series A D Preferred Shares (whether pursuant to the Issuer’s optional redemption right or its special optional redemption right), investors the holders of Series D Preferred Shares to which such notice of redemption relates will not have the conversion right described aboveabove and such Series D Preferred Shares will instead be redeemed in accordance with such notice. Annual Yield: 7.8756.375% Public Offering Price: $25.00 per share Purchase Price by Underwriters: $24.2125 per share Sch B-4 Net Proceeds (before expenses): $121,062,500 Underwriting Discount: $3,937,500 Joint Book-Running Managers: Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, Inc. Senior Co-Managers: Citigroup Global Markets Inc. RBC Capital MarketsXxxxx Fargo Securities, LLC Co-Managers: Xxxxxx X. Xxxxx & Co. Incorporated Xxxxxx Xxxxxxxxxx Xxxxx Citigroup Global Markets Inc. Xxxxxxxxx LLC Xxxxxx Xxxxxx Xxxxxx, Xxxxxxxx & Company, Inc. Incorporated Listing/Symbol: NYSE / “PEBPrAPEBPrD” (to be applied for) ISIN: US70509V2097 US70509V5066 CUSIP: 00000X000 70509V 506 The issuer has filed a registration statement (including a prospectus dated January 11March 4, 2011 2014) and a preliminary prospectus supplement dated March 7June 2, 2011) 2016 with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322 or 1322, Xxxxxxx Xxxxx & Associates, Inc. toll-free at 0-000-000-0000. Exhibit A-1 FORM OF OPINION OF HUNTON & XXXXXXXX LLP TO BE DELIVERED PURSUANT TO SECTION 5(b) HUNTON & XXXXXXXX LLP RIVERFRONT PLAZA, EAST TOWER 000 XXXX XXXX XXXXXX RICHMOND, VIRGINIA 00000-0000 TEL 804 • 788 • 8200 FAX 804 • 788 • 8218 FILE NO: 76441.000025 March 11, 2011 or Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, Inc. as representatives of the several Underwriters c/o Wells Fargo Securities, LLC 000 X. Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Pebblebrook Hotel Trust 5,000,000 7.875% Series A Cumulative Redeemable Preferred Shares Ladies and Gentlemen: We have acted as special counsel to Pebblebrook Hotel Trust, a Maryland real estate investment trust (the “Company”), and Pebblebrook Hotel, L.P., a Delaware limited partnership (the “Operating Partnership”), in connection with the issuance and sale by the Company to the Underwriters named in Schedule A (the “Underwriters”) to the Purchase Agreement, dated March 8, 2011, among the Company, the Operating Partnership and you, as representatives of the Underwriters (the “Purchase Agreement”), of 5,000,000 7.875% Series A Cumulative Redeemable Preferred Shares, par value $0.01 per share (“Preferred Shares”), of the Company (the “Shares”). This opinion is furnished to you toll-free at the request of the Company pursuant to Section 5(b) of the Purchase Agreement. Capitalized terms used in this letter and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. In connection with the foregoing, we have examined the following documents:0-000-000-0000.

Special Optional Redemption. Upon the occurrence of a Change of Control, the Issuer may, at its option, redeem the Series A D Preferred Shares, in whole or in part and within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption. If, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of redemption with respect to the Series A D Preferred Shares (whether pursuant to the Issuer’s optional redemption right or its special optional redemption right), investors will not have the conversion right described above. Yield: 7.8758.0% Public Offering Price: $25.00 per share Purchase Price by Underwriters: $24.2125 per share Net Proceeds (before expenses): $121,062,500 96,850,000 ($111,377,500 if the underwriters’ over-allotment option is exercised in full) Underwriting Discount: $3,937,500 3,150,000 ($3,622,500 if the underwriters’ over-allotment option is exercised in full) Joint Book-Running Managers: Xxxxx J.X. Xxxxxx Securities LLC Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated Wxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, Inc. Senior Co-Managers: Citigroup Global Markets Inc. RBC Capital Markets, LLC Co-Managers: Xxxxxx X. Xxxxx & Co. Incorporated Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxx Xxxxxx & Company, Inc. Listing/Symbol: NYSE / “PEBPrASHO PR D” ISIN: US70509V2097 US8678925079 CUSIP: 00000X000 800000000 The issuer Issuer has filed a registration statement (including a prospectus dated January 1114, 2011 and a preliminary prospectus supplement dated March 730, 2011) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX EXXXX on the SEC Web site at xxx.xxx.xxxwxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling Xxxxx Fargo SecuritiesJ.X. Xxxxxx Securities LLC at 1-212- 834-4533, LLC toll-free at 0-000-000-0000, Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated toll-free at 1-800-294-1322 1322, or Xxxxxxx Xxxxx & AssociatesWxxxx Fargo Securities, Inc. LLC toll-free at 01-000-000-0000. Exhibit A-1 FORM OF OPINION OF HUNTON & XXXXXXXX LLP TO BE DELIVERED PURSUANT TO SECTION 5(b) HUNTON & XXXXXXXX LLP RIVERFRONT PLAZA, EAST TOWER 000 XXXX XXXX XXXXXX RICHMOND, VIRGINIA 00000-0000 TEL 804 • 788 • 8200 FAX 804 • 788 • 8218 FILE NO: 76441.000025 March 11, 2011 Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, Inc. as representatives of the several Underwriters c/o Wells Fargo Securities, LLC 000 X. Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Pebblebrook Hotel Trust 5,000,000 7.875% Series A Cumulative Redeemable Preferred Shares Ladies and Gentlemen: We have acted as special counsel to Pebblebrook Hotel Trust, a Maryland real estate investment trust (the “Company”), and Pebblebrook Hotel, L.P., a Delaware limited partnership (the “Operating Partnership”), in connection with the issuance and sale by the Company to the Underwriters named in Schedule A (the “Underwriters”) to the Purchase Agreement, dated March 8, 2011, among the Company, the Operating Partnership and you, as representatives of the Underwriters (the “Purchase Agreement”), of 5,000,000 7.875% Series A Cumulative Redeemable Preferred Shares, par value $0.01 per share (“Preferred Shares”), of the Company (the “Shares”). This opinion is furnished to you at the request of the Company pursuant to Section 5(b) of the Purchase Agreement. Capitalized terms used in this letter and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. In connection with the foregoing, we have examined the following documents:.

Special Optional Redemption. Upon the occurrence of a Change of Control, the Issuer may, at its option, redeem the Series A H Preferred Shares, in whole or in part and within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption. If, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of redemption with respect to the Series A H Preferred Shares (whether pursuant to the Issuer’s optional redemption right or its special optional redemption right), investors the holders of Series H Preferred Shares to which such notice of redemption relates will not have the conversion right described aboveabove and such Series H Preferred Shares will instead be redeemed in accordance with such notice. Annual Yield: 7.8755.700% Public Offering Price: $25.00 per share Purchase Price by Underwriters: $24.2125 per share Sch B-5 Net Proceeds (before expenses): $121,062,500 242,125,000 Underwriting Discount: $3,937,500 7,875,000 Joint Book-Running Managers: Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, Inc. Senior Co-Managers: Citigroup Global Markets BofA Securities, Inc. RBC Capital Markets, LLC Co-Joint Lead Managers: Xxxxxx X. Xxxxx & Co. Incorporated Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxx Xxxxxx Xxxxxx, Xxxxxxxx & Company, Incorporated Senior Co-Managers: PNC Capital Markets LLC U.S. Bancorp Investments, Inc. Co-Managers: Capital One Securities, Inc. Regions Securities LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. TD Securities (USA) LLC Listing/Symbol: NYSE / “PEBPrAPEB-PH” (to be applied for) ISIN: US70509V2097 US70509V8862 CUSIP: 00000X000 70509V 886 The issuer has filed a registration statement (including a prospectus dated January 11February 21, 2011 2020) and a preliminary prospectus supplement dated March 7July 21, 2011) 2021 with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322 or Xxxxxxx Xxxxx & Associates, Inc. toll-free at 0-000-000-0000. Exhibit A-1 FORM OF OPINION OF HUNTON & XXXXXXXX LLP TO BE DELIVERED PURSUANT TO SECTION 5(b) HUNTON & XXXXXXXX LLP RIVERFRONT PLAZA, EAST TOWER 000 XXXX XXXX XXXXXX RICHMOND, VIRGINIA 00000-0000 TEL 804 • 788 • 8200 FAX 804 • 788 • 8218 FILE NO: 76441.000025 March 11, 2011 Xxxxx Fargo or BofA Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, Inc. as representatives of the several Underwriters c/o Wells Fargo Securities, LLC 000 X. Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Pebblebrook Hotel Trust 5,000,000 7.875% Series A Cumulative Redeemable Preferred Shares Ladies and Gentlemen: We have acted as special counsel to Pebblebrook Hotel Trust, a Maryland real estate investment trust (the “Company”), and Pebblebrook Hotel, L.P., a Delaware limited partnership (the “Operating Partnership”), in connection with the issuance and sale by the Company to the Underwriters named in Schedule A (the “Underwriters”) to the Purchase Agreement, dated March 8, 2011, among the Company, the Operating Partnership and you, as representatives of the Underwriters (the “Purchase Agreement”), of 5,000,000 7.875% Series A Cumulative Redeemable Preferred Shares, par value $0.01 per share (“Preferred Shares”), of the Company (the “Shares”). This opinion is furnished to you toll-free at the request of the Company pursuant to Section 5(b) of the Purchase Agreement. Capitalized terms used in this letter and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. In connection with the foregoing, we have examined the following documents:1-800-294-1322.