PEBBLEBROOK HOTEL TRUST (a Maryland Real Estate Investment Trust) [•] Common Shares of Beneficial Interest PURCHASE AGREEMENTPurchase Agreement • December 3rd, 2009 • Pebblebrook Hotel Trust • Real estate investment trusts • New York
Pebblebrook Hotel Trust, a Maryland real estate investment trust (the “Company”) and Pebblebrook Hotel, L.P., a Delaware limited partnership and the operating partnership of the Company (in such capacity, the “Operating Partnership”), each confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Raymond James & Associates, Inc. (“Raymond James”), Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Raymond James and Wells Fargo are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of common shares of beneficial interest, par value $0.01 per share, in the Company (the “Common
SUBSCRIPTION AGREEMENTSubscription Agreement • December 3rd, 2009 • Pebblebrook Hotel Trust • Real estate investment trusts • Maryland
In connection with a proposed purchase of common shares of beneficial interest, $0.01 par value per share (the “Shares”), of Pebblebrook Hotel Trust, a Maryland real estate investment trust (the “Company”), from the Company, the undersigned (the “Investor”) hereby confirms and certifies that:
LONG TERM INCENTIVE PLAN UNIT VESTING AGREEMENT Under the Pebblebrook Hotel Trust 2009 Equity Incentive Plan (Officers and Employees)Long Term Incentive Plan Unit Vesting Agreement • December 3rd, 2009 • Pebblebrook Hotel Trust • Real estate investment trusts • Delaware
Pursuant to the Pebblebrook Hotel Trust 2009 Equity Incentive Plan (the “Plan”) as amended through the date hereof and the Agreement of Limited Partnership, dated , 2009 (the “Partnership Agreement”), of Pebblebrook Hotel, L.P., a Delaware limited partnership (the “Partnership”), Pebblebrook Hotel Trust, a Maryland real estate investment trust and the general partner of the Partnership (the “Company”), and for the provision of services to or for the benefit of the Partnership in a partner capacity or in anticipation of being a partner, hereby grants to the Grantee named above an Other Equity-Based Award (as defined in the Plan) (an “Award”) in the form of, and by causing the Partnership to issue to the Grantee named above, a number of LTIP Units (as defined in the Partnership Agreement) specified above having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein and in the Partners
