0001047469-11-003600 Sample Contracts

Registration Rights Agreement
Registration Rights Agreement • April 13th, 2011 • RLJ Lodging Trust • Real estate investment trusts • Maryland

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [·], 2011 by and between RLJ Lodging Trust, a Maryland real estate investment trust (the “Company”), and the holders listed on Schedule I hereto (each an “Initial Holder” and, collectively, the “Initial Holders”).

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RLJ LODGING TRUST
Restricted Shares Agreement • April 13th, 2011 • RLJ Lodging Trust • Real estate investment trusts

RLJ Lodging Trust, a Maryland real estate investment trust (the “Company”), hereby grants its common shares of beneficial interests, par value $0.01 (“Restricted Shares”) to the Grantee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2011 Equity Incentive Plan (as amended from time to time, the “Plan”).

RLJ LODGING TRUST
Restricted Shares Agreement • April 13th, 2011 • RLJ Lodging Trust • Real estate investment trusts

RLJ Lodging Trust, a Maryland real estate investment trust (the “Company”), hereby grants its common shares of beneficial interests, par value $0.01 (“Restricted Shares”) to the Grantee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2011 Equity Incentive Plan (as amended from time to time, the “Plan”).

RLJ LODGING TRUST
Share Units Agreement • April 13th, 2011 • RLJ Lodging Trust • Real estate investment trusts

RLJ Lodging Trust, a Maryland real estate investment trust (the “Company”), hereby grants share units (“Share Units”) for common shares of its beneficial interests, par value $0.01 (“Shares”) to the Grantee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2011 Equity Incentive Plan (as amended from time to time, the “Plan”).

RLJ LODGING TRUST 2011 EQUITY INCENTIVE PLAN NON-QUALIFIED OPTION AGREEMENT
Non-Qualified Option Agreement • April 13th, 2011 • RLJ Lodging Trust • Real estate investment trusts

RLJ Lodging Trust, a Maryland real estate investment trust (the “Company”), hereby grants an option to purchase its common shares of beneficial interests, par value $0.01 (the “Option”), to the optionee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”), and in the Company’s 2011 Equity Incentive Plan (as amended from time to time, the “Plan”).

collectively, as Grantor to WACHOVIA BANK, NATIONAL ASSOCIATION, as Lender MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FIXTURE FILING
RLJ Lodging Trust • April 13th, 2011 • Real estate investment trusts • New York

THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FIXTURE FILING (the “Security Instrument”) is made as of the day of June, 2006, by the parties set forth as “Grantor” on the signature page hereof, having its chief executive office c/o RLJ Urban Lodging Funds, 6903 Rockledge Drive, Suite 910, Bethesda, Maryland 20817 (hereinafter collectively referred to as “Grantor”), to WACHOVIA BANK, NATIONAL ASSOCIATION, having an address at Wachovia Bank, National Association, Commercial Real Estate Services, 8739 Research Drive URP 4, NC 1075, Charlotte, North Carolina 28262 (hereinafter referred to as “Lender”).

MANAGEMENT AGREEMENT by and between WHITE LODGING SERVICES CORPORATION (as “MANAGER”) and
Management Agreement • April 13th, 2011 • RLJ Lodging Trust • Real estate investment trusts

This Management Agreement (“Agreement”) is executed as of day of , and effective as of the date identified as the “Effective Date” in Schedule 1 (“Effective Date”), by the party identified as the “Owner” in Schedule 1 (“Owner”), and the party identified as “Manager” in Schedule 1 attached hereto (“Manager”).

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