FORM OF DISTRIBUTION AGREEMENTDistribution Agreement • November 24th, 2014 • DiamondRock Hospitality Co • Real estate investment trusts • New York
DiamondRock Hospitality Company, a Maryland corporation (the “Company”) and DiamondRock Hospitality Limited Partnership, a Delaware limited partnership (the “Partnership”), confirm their agreements with [ ], as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (the “Sales Agent”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below (this “Agreement”), of shares of common stock, $0.01 par value (the “Common Stock”), of the Company having an aggregate offering price of up to $200,000,000 on the terms set forth in Section 1 of this Agreement (the “Shares”). The maximum aggregate offering price of securities that may be sold by the Sales Agent pursuant to this Agreement is also referred to herein as the “Maximum Amount.” The Shares are described in the Prospectus referred to below.
