CHESAPEAKE LODGING TRUST 12,500,000 COMMON SHARES OF BENEFICIAL INTEREST UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2009 • Chesapeake Lodging Trust • Real estate investment trusts • New York
Chesapeake Lodging Trust, a Maryland real estate investment trust (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 12,500,000 common shares of beneficial interest, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,875,000 common shares of beneficial interest of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The common shares of beneficial interest of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 7th, 2009 • Chesapeake Lodging Trust • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of , 2009, by and among Chesapeake Lodging Trust, a Maryland real estate investment trust (the “Company” or the “Indemnitor”) and [ ] (the “Indemnitee”).
AGREEMENT OF LIMITED PARTNERSHIP OF CHESAPEAKE LODGING, L.P.Chesapeake Lodging Trust • December 7th, 2009 • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of , 2009, is entered into by and among Chesapeake Lodging Trust, a Maryland real estate investment trust, as the General Partner, and the Persons whose names are set forth on the Partner Registry (as hereinafter defined) as Limited Partners, together with any other Persons who become Partners in Chesapeake Lodging, L.P. (the “Partnership”) as provided herein.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 7th, 2009 • Chesapeake Lodging Trust • Real estate investment trusts
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is entered as of the 4th day of December, 2009, by and among Chesapeake Lodging Trust, a Maryland real estate investment trust (the “REIT”), James L. Francis (“Francis”), Douglas W. Vicari (“Vicari”), Thomas A. Natelli (“Natelli”), Natelli Capital, LLC (“Natelli Capital”), TN Investments, LLC (“TN”) and Natelli Communities LP (“Communities” and together with Francis, Vicari, Natelli, Natelli Capital and TN, the “Investors”).
