0001193125-05-039763 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 1st, 2005 • DiamondRock Hospitality Co • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 7, 2004, by and among DIAMONDROCK HOSPITALITY COMPANY, a Maryland corporation (the “Company”), DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), and FRIEDMAN, BILLINGS, RAMSEY & CO., INC., a Delaware corporation (“FBR”) and the HOLDERS (as defined below).

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RESTRICTED STOCK AWARD AGREEMENT UNDER THE DIAMONDROCK HOSPITALITY COMPANY
Restricted Stock Award Agreement • March 1st, 2005 • DiamondRock Hospitality Co

Pursuant to the DiamondRock Hospitality Company 2004 Stock Option and Incentive Plan (the “Plan”) DiamondRock Hospitality Company (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan (the “Restricted Stock”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2005 • DiamondRock Hospitality Co • Maryland

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made this 4th day of June 2004, by DiamondRock Hospitality Company, a Maryland corporation (the “REIT”), with its principal place of business at 10400 Fernwood Road, Bethesda, Maryland and Mark W. Brugger, residing at 10813 Hob Nail Court, Potomac, Maryland (the “Executive”).

AGREEMENT OF LIMITED PARTNERSHIP OF DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIP
Agreement • March 1st, 2005 • DiamondRock Hospitality Co • Delaware

THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of June 4, 2004 (this “Agreement”), is entered into by and between DiamondRock Hospitality Company (the “Company”), a Maryland corporation, as the General Partner of DiamondRock Hospitality Limited Partnership, a Delaware limited partnership (the “Partnership”), and DiamondRock Hospitality, LLC, a Delaware limited liability company, as the initial Limited Partner of the Partnership (the “Initial Limited Partner”), together with any other Persons who become Partners of the Partnership as provided herein.

THE INFORMATION ACQUISITION AGREEMENT
The Information Acquisition Agreement • March 1st, 2005 • DiamondRock Hospitality Co • Maryland

THIS INFORMATION ACQUISITION AGREEMENT (this “Agreement”) is entered into this 6th day of July, 2004 (the “Effective Date”), by and between MARRIOTT INTERNATIONAL, INC., a Delaware corporation (“Marriott”) and DIAMONDROCK HOSPITALITY COMPANY, a Maryland corporation (the “Owner”).

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