Common use of Special Optional Redemption Clause in Contracts

Special Optional Redemption. If the Acquisition (as defined in the prospectus supplement) is not closed on or before August 31, 2017, or the purchase agreements related to the Acquisition are terminated on or before such date, we will have the option to redeem all, but not less than all, of the notes at a redemption price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest, to, but excluding, the date of redemption. Interest Payment Dates: May 25 and November 25, commencing November 25, 2017 CUSIP / ISIN: 87233Q AC2 / US87233QAC24 Joint Book-Running Managers: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated MUFG Securities Americas Inc. Co-Managers: Citigroup Global Markets Inc. HSBC Securities (USA) Inc. Mizuho Securities USA LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC Xxxxx Fargo Securities, LLC The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the U.S. Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at (000) 000-0000 or MUFG Securities Americas Inc. toll-free at (000) 000-0000. SCHEDULE 3 Permitted Free Writing Prospectuses The Issuer Free Writing Prospectus attached as Schedule 2 to the Agreement. Exhibit A States of Foreign Qualification TC PipeLines, LP Nebraska New York TC PipeLines GP, Inc. California Illinois Iowa Minnesota Montana Nebraska Nevada New York North Dakota Oregon South Dakota Texas TC GL Intermediate Limited Partnership None TC PipeLines Intermediate Limited Partnership Illinois Iowa Minnesota Montana Nebraska New York North Dakota South Dakota Texas TC Tuscarora Intermediate Limited Partnership California Nevada Oregon Bison Pipeline LLC Montana Nebraska North Dakota Texas Wyoming Gas Transmission Northwest LLC Arizona Idaho Oregon Texas Washington Great Lakes Gas Transmission Limited Partnership Michigan Minnesota Wisconsin North Baja Pipeline, LLC Arizona California South Dakota TC Pipelines Tuscarora LLC Nevada Tuscarora Gas Transmission Company None

Special Optional Redemption. If Upon the Acquisition (as defined occurrence of a Change of Control, the Issuer may, at its option, redeem the Series E Preferred Shares, in whole or in part and within 120 days after the prospectus supplement) is not closed first date on or before August 31which such Change of Control occurred, 2017, or the purchase agreements related to the Acquisition are terminated on or before such date, we will have the option to redeem all, but not less than all, of the notes at a redemption price equal to 101% of the aggregate principal amount of the notesby paying $25.00 per share, plus any accrued and unpaid interest, to, distributions to but excluding, excluding the date of redemption. Interest Payment DatesIf, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of redemption with respect to the Series E Preferred Shares (whether pursuant to the Issuer’s optional redemption right or its special optional redemption right), investors will not have the Change of Control Conversion Right described above. Public Offering Price: May 25 and November 25$25.00 per share Purchase Price by Underwriters: $24.2125 per share Net Proceeds (before expenses): $242,125,000 ($278,443,750, commencing November 25, 2017 CUSIP / ISIN: 87233Q AC2 / US87233QAC24 if the underwriters exercise their overallotment option) Joint Book-Running Managers: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated MUFG Securities Americas Inc. Co-Managers: Citigroup Global Markets Inc. HSBC Securities (USA) Inc. Mizuho Securities USA LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Deutsche Bank Securities Inc. X.X. Xxxxxx UBS Securities LLC Xxxxx Fargo Securities, LLC Lead Manager: Xxxxxx Xxxxxxx & Co. Incorporated Co-Managers: BB&T Capital Markets, a division of Xxxxx & Xxxxxxxxxxxx, LLC Xxxxxxxxx & Company, Inc. RBC Capital Markets, LLC Expected Listing/Symbol: NYSE / “CWH PRE” ISIN: US2032336065 CUSIP: 203233 606 The issuer has filed a registration statement (including a prospectus) prospectus dated June 15, 2009 and a preliminary prospectus supplement dated May 25, 2011) with the U.S. Securities and Exchange Commission (“SEC”) SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling BofA Xxxxxxx LynchXxxxx toll-free at 1-800-294-1322, PierceCiti toll-free at (000) 000-0000, Xxxxxx & Xxxxx Incorporated UBS Investment Bank toll-free at (000) 000-0000 extension 561-3884 or MUFG Xxxxx Fargo Securities Americas Inc. toll-free at (0-000) -000-0000. SCHEDULE 3 Permitted Free Writing Prospectuses The Issuer Free Writing Prospectus attached as Schedule 2 to the Agreement. Exhibit A States of Foreign Qualification TC PipeLines, LP Nebraska New York TC PipeLines GP, Inc. California Illinois Iowa Minnesota Montana Nebraska Nevada New York North Dakota Oregon South Dakota Texas TC GL Intermediate Limited Partnership None TC PipeLines Intermediate Limited Partnership Illinois Iowa Minnesota Montana Nebraska New York North Dakota South Dakota Texas TC Tuscarora Intermediate Limited Partnership California Nevada Oregon Bison Pipeline LLC Montana Nebraska North Dakota Texas Wyoming Gas Transmission Northwest LLC Arizona Idaho Oregon Texas Washington Great Lakes Gas Transmission Limited Partnership Michigan Minnesota Wisconsin North Baja Pipeline, LLC Arizona California South Dakota TC Pipelines Tuscarora LLC Nevada Tuscarora Gas Transmission Company None.

Special Optional Redemption. If Upon the Acquisition (as defined occurrence of a Change of Control, the Issuer may, at its option, redeem the Series H Preferred Shares, in whole or in part and within 120 days after the prospectus supplement) is not closed first date on or before August 31which such Change of Control occurred, 2017by paying $25.00 per share, or the purchase agreements related to the Acquisition are terminated on or before such date, we will have the option to redeem allplus any accrued and unpaid dividends to, but not less than all, of the notes at a redemption price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest, to, but excludingincluding, the date of redemption. Interest Payment DatesIf, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of redemption with respect to the Series H Preferred Shares (whether pursuant to the Issuer’s optional redemption right or its special optional redemption right), the holders of Series H Preferred Shares to which such notice of redemption relates will not have the conversion right described above and such Series H Preferred Shares will instead be redeemed in accordance with such notice. Annual Yield: May 25 and November 25, commencing November 25, 2017 CUSIP / ISIN5.700% Public Offering Price: 87233Q AC2 / US87233QAC24 $25.00 per share Purchase Price by Underwriters: $24.2125 per share Sch B-5 Net Proceeds (before expenses): $242,125,000 Underwriting Discount: $7,875,000 Joint Book-Running Managers: Xxxxx Fargo Securities, LLC Xxxxxxx LynchXxxxx & Associates, PierceInc. BofA Securities, Inc. Joint Lead Managers: Xxxxxx X. Xxxxx & Xxxxx Co. Incorporated MUFG Securities Americas Xxxxxx, Xxxxxxxx & Company, Incorporated Senior Co-Managers: PNC Capital Markets LLC U.S. Bancorp Investments, Inc. Co-Managers: Citigroup Global Markets Capital One Securities, Inc. HSBC Regions Securities LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. TD Securities (USA) Inc. Mizuho Securities USA LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC Xxxxx Fargo Securities, LLC Listing/Symbol: NYSE / “PEB-PH” (to be applied for) ISIN: US70509V8862 CUSIP: 70509V 886 The issuer has filed a registration statement (including a prospectusprospectus dated February 21, 2020) and a preliminary prospectus supplement dated July 21, 2021 with the U.S. Securities and Exchange Commission (“SEC”) SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling Xxxxxxx LynchXxxxx Fargo Securities, Pierce, Xxxxxx & Xxxxx Incorporated LLC toll-free at (000) 0-000-0000 or MUFG Securities Americas 000-0000, Xxxxxxx Xxxxx & Associates, Inc. toll-free at (000) 0-000-0000. SCHEDULE 3 Permitted Free Writing Prospectuses The Issuer Free Writing Prospectus attached as Schedule 2 to the Agreement. Exhibit A States of Foreign Qualification TC PipeLines, LP Nebraska New York TC PipeLines GP000-0000 or BofA Securities, Inc. California Illinois Iowa Minnesota Montana Nebraska Nevada New York North Dakota Oregon South Dakota Texas TC GL Intermediate Limited Partnership None TC PipeLines Intermediate Limited Partnership Illinois Iowa Minnesota Montana Nebraska New York North Dakota South Dakota Texas TC Tuscarora Intermediate Limited Partnership California Nevada Oregon Bison Pipeline LLC Montana Nebraska North Dakota Texas Wyoming Gas Transmission Northwest LLC Arizona Idaho Oregon Texas Washington Great Lakes Gas Transmission Limited Partnership Michigan Minnesota Wisconsin North Baja Pipeline, LLC Arizona California South Dakota TC Pipelines Tuscarora LLC Nevada Tuscarora Gas Transmission Company Nonetoll-free at 1-800-294-1322.

Special Optional Redemption. If In the Acquisition (as defined in event of a Change of Control, the prospectus supplement) is not closed on or before August 31, 2017, or the purchase agreements related to the Acquisition are terminated on or before such date, we Issuer will have the option to redeem allthe Series B Preferred Stock, but not less than allin whole or in part, within 120 days after the first date on which such Change of the notes Control has occurred for cash at a redemption price equal to 101% of the aggregate principal amount of the notes$25.00 per share, plus any accrued and unpaid interest, dividends (whether or not declared) to, but excludingnot including, the date redemption date. To the extent that the Issuer exercises its redemption right (by sending the required notice) relating to the Series B Preferred Stock, the holders of shares of the Series B Preferred Stock will not be permitted to exercise the conversion right described above in respect of their shares of Series B Preferred Stock called for redemption. Interest Payment Dates: May 25 and November 25, commencing November 25, 2017 CUSIP / ISIN: 87233Q AC2 83600C 301 / US87233QAC24 Joint US83600C3016 Expected Listing: The Issuer has filed an application to list the Series B Preferred Stock with the NASDAQ under the symbol “SOHOB.” If the listing application is approved, the Issuer expects trading of the Series B Preferred Stock to commence within 30 days after initial delivery of the Series B Preferred Stock. Voting Rights The Series B Preferred Stock will not have voting rights, except as set forth in the preliminary prospectus supplement Lead Book-Running ManagersManager: Xxxxxxx LynchSandler X’Xxxxx & Partners, Pierce, L.P Passive Book-Running Manager: Xxxxxx & Xxxxxxxxxx Xxxxx Incorporated MUFG Securities Americas Inc. LLC Co-Managers: Citigroup Global Markets Boenning & Scattergood, Inc. HSBC Securities (USA) Inc. Mizuho Securities USA LLC SunTrust Xxxxxxxx J.J.B. Xxxxxxxx, Inc. Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC Xxxxx Fargo SecuritiesXxxxx, LLC The issuer Issuer has filed a registration statement (including a prospectus) prospectus dated October 10, 2014 and a preliminary prospectus supplement dated August 15, 2016) with the U.S. Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer Issuer has filed with the SEC for more complete information about the issuer Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site website at xxx.xxx.xxx. Alternatively, the issuerIssuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it from Sandler X’Xxxxx + Partners, L.P. at 1251 Avenue of the Xxxxxxxx, 0xx Xxx., Xxx Xxxx, Xxx Xxxx 00000, Attention: Prospectus Department, or by calling Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at (000) 0-000-0000 or MUFG Securities Americas Inc. toll-free at (000) 000-0000, or by email at xxxxxxxxx@xxxxxxxxxxxx.xxx. SCHEDULE 3 Permitted Free Writing Prospectuses The Issuer Free Writing Prospectus attached as Schedule 2 to the Agreement. Exhibit A States of Foreign Qualification TC PipeLines1(A)(XI) MHI Hospitality TRS Holding, Inc. MHI Hospitality TRS, LLC SOHO Atlanta TRS, LLC SOHO Atlanta LLC Capitol Hotel Associates Limited Partnership, L.L.P. Savannah Hotel Associates, L.L.C. Philadelphia Hotel Associates LP Nebraska New York TC PipeLines Sotherly-Houston GP, Inc. California Illinois Iowa Minnesota Montana Nebraska Nevada New York North Dakota Oregon South Dakota Texas TC GL Intermediate LLC Houston Hotel Associates Limited Partnership None TC PipeLines Intermediate Limited Partnership Illinois Iowa Minnesota Montana Nebraska New York North Dakota South Dakota Texas TC Tuscarora Intermediate Limited Partnership California Nevada Oregon Bison Pipeline LLC Montana Nebraska North Dakota Texas Wyoming Gas Transmission Northwest LLC Arizona Idaho Oregon Texas Washington Great Lakes Gas Transmission Limited Partnership Michigan Minnesota Wisconsin North Baja PipelinePartnership, LLP Houston Hotel Manager, LLC Arizona California South Dakota TC Pipelines Tuscarora Houston Hotel Owner, LLC Nevada Tuscarora Gas Transmission Company NoneHollywood Hotel Associates LLC Hollywood Hotel Holdings LLC MHI Hotel Investments Holdings, LLC Hollywood Hotel Associates Lessee LLC Hollywood Hotel TRS LLC

Special Optional Redemption. If Upon the Acquisition (as defined occurrence of a Change of Control, the Issuer may, at its option, redeem the Series A Preferred Stock, in whole or in part within 120 days after the prospectus supplement) is not closed first date on or before August 31which such Change of Control occurred, 2017by paying $25.00 per share, or the purchase agreements related to the Acquisition are terminated on or before such date, we will have the option to redeem allplus any accrued and unpaid dividends to, but not less than all, of the notes at a redemption price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest, to, but excludingincluding, the date of redemption. Interest Payment Dates: May 25 and November 25If, commencing November 25prior to the Change of Control Conversion Date, 2017 CUSIP / ISIN: 87233Q AC2 / US87233QAC24 the Issuer has provided or provides notice of redemption with respect to the Series A Preferred Stock (whether its optional redemption right or its special optional redemption right), the holders of Series A Preferred Stock will not have the conversion right described above. Joint Book-Running Managers: Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated MUFG Securities Americas Rxxxxxx Jxxxx & Associates, Inc. Barclays Capital Inc. Citigroup Global Markets Inc. RBC Capital Markets, LLC Co-Managers: Citigroup Global Markets Rxxxxx X. Xxxxx & Co. Incorporated MLV & Co. LLC BBVA Securities Inc. HSBC Securities (USA) Inc. Mizuho Securities USA LLC SunTrust Xxxxxxxx XxxxxxxxCapital One Securities, Inc. Deutsche Bank PNC Capital Markets LLC Expected Listing/Symbol: NYSE / “CCGPrA” ISIN: US13466Y2046 CUSIP: 10000X000 Concurrent Offering of Exchangeable Senior Notes Due 2018: Concurrently with this offering, Campus Crest Communities Operating Partnership, LP is offering $85,000,000 aggregate principal amount of its exchangeable senior notes due 2018 (plus an initial purchasers’ option to purchase up to an additional $15,000,000 aggregate principal amount of notes) in a separate private offering in reliance upon Rule 144A under the Securities Inc. X.X. Xxxxxx Securities LLC Xxxxx Fargo SecuritiesAct of 1933, LLC as amended. The notes will be fully and unconditionally guaranteed by the Issuer and will be exchangeable under certain circumstances into the common stock of the Issuer or cash or a combination of cash and common stock of the Issuer. Neither offering is conditioned on the other. The issuer has filed a registration statement (including a prospectus) prospectus dated April 25, 2013 and a preliminary prospectus supplement dated October 3, 2013) with the U.S. Securities and Exchange Commission (“SEC”) SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX EXXXX on the SEC Web site at xxx.xxx.xxxwxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling Xxxxxxx Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated tollat 1-free 800-294-1322; Rxxxxxx Jxxxx & Associates, Inc. at (000) 1-000-0000 or MUFG Securities Americas Inc. toll-free at (000) 000-0000. SCHEDULE 3 Permitted Free Writing Prospectuses The Issuer Free Writing Prospectus attached as Schedule 2 to the Agreement. Exhibit A States of Foreign Qualification TC PipeLines, LP Nebraska New York TC PipeLines GP, ; Barclays Capital Inc. California Illinois Iowa Minnesota Montana Nebraska Nevada New York North Dakota Oregon South Dakota Texas TC GL Intermediate Limited Partnership None TC PipeLines Intermediate Limited Partnership Illinois Iowa Minnesota Montana Nebraska New York North Dakota South Dakota Texas TC Tuscarora Intermediate Limited Partnership California Nevada Oregon Bison Pipeline LLC Montana Nebraska North Dakota Texas Wyoming Gas Transmission Northwest LLC Arizona Idaho Oregon Texas Washington Great Lakes Gas Transmission Limited Partnership Michigan Minnesota Wisconsin North Baja Pipelineat 1-000-000-0000; Citigroup Global Markets Inc. at 1-800-831-9146; or RBC Capital Markets, LLC Arizona California South Dakota TC Pipelines Tuscarora LLC Nevada Tuscarora Gas Transmission Company Noneat 1-000-000-0000.

Special Optional Redemption. If Upon the Acquisition (as defined occurrence of a Change of Control, the Issuer may, at its option, redeem the Series I Preferred Shares, in the prospectus supplement) is not closed whole or in part and within 120 days on or before August 31after the first date on which such Change of Control occurred, 2017by paying $25.00 per share, or the purchase agreements related to the Acquisition are terminated on or before such date, we will have the option to redeem allplus any accrued and unpaid dividends to, but not less than all, of the notes at a redemption price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest, to, but excludingincluding, the date of redemption. Interest Payment DatesIf, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of redemption with respect to the Series I Preferred Shares (whether pursuant to the Issuer’s optional redemption right or its special optional redemption right), holders of Series I Preferred Shares will not have the conversion right described above. Yield: May 25 and November 255.70% Public Offering Price: $25.0000 per share Purchase Price by Underwriters: $24.2125 per share Net Proceeds (before expenses): $96,850,000 Underwriting Discount: $3,150,000 Use of Proceeds: The Issuer will contribute the net proceeds from this offering to its operating partnership in exchange for Series I preferred units, commencing November 25, 2017 CUSIP / ISIN: 87233Q AC2 / US87233QAC24 the economic terms of which are substantially similar to the Series I Preferred Shares. The operating partnership will subsequently use the net proceeds from this offering to fund the redemption of all or a portion of the outstanding shares of the Issuer’s 6.450% Series F Cumulative Redeemable Preferred Stock or for general corporate purposes. Joint Book-Running Managers: Xxxxx Fargo Securities, LLC X.X. Xxxxxx Securities LLC Xxxxxxx LynchXxxxx & Associates, PierceInc. Joint Lead Managers: PNC Capital Markets LLC U.S. Bancorp Investments, Xxxxxx & Xxxxx Incorporated MUFG Securities Americas Inc. Co-Managers: Citigroup Global Markets Inc. HSBC Securities (USA) Inc. Mizuho Securities USA LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC X. Xxxxx Fargo Securities, LLC & Co. Incorporated Listing/Symbol: NYSE / “SHO PR I” ISIN: US8678928875 CUSIP: 867892 887 The issuer Issuer has filed a registration statement (including a prospectus) prospectus dated February 20, 2020 and a preliminary prospectus supplement dated July 13, 2021) with the U.S. Securities and Exchange Commission (“SEC”) SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer Issuer has filed with the SEC for more complete information about the issuer Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuerIssuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling Xxxxxxx LynchXxxxx Fargo Securities, Pierce, Xxxxxx & Xxxxx Incorporated LLC toll-free at (000) 0-000-0000 000-0000, X.X. Xxxxxx Securities LLC collect at 000-000-0000, or MUFG Securities Americas Xxxxxxx Xxxxx & Associates, Inc. toll-free at (000) 000-0000. SCHEDULE 3 Permitted Free Writing Prospectuses The Issuer Free Writing Prospectus attached as Schedule 2 to the Agreement. Exhibit A States of Foreign Qualification TC PipeLines, LP Nebraska New York TC PipeLines GP, Inc. California Illinois Iowa Minnesota Montana Nebraska Nevada New York North Dakota Oregon South Dakota Texas TC GL Intermediate Limited Partnership None TC PipeLines Intermediate Limited Partnership Illinois Iowa Minnesota Montana Nebraska New York North Dakota South Dakota Texas TC Tuscarora Intermediate Limited Partnership California Nevada Oregon Bison Pipeline LLC Montana Nebraska North Dakota Texas Wyoming Gas Transmission Northwest LLC Arizona Idaho Oregon Texas Washington Great Lakes Gas Transmission Limited Partnership Michigan Minnesota Wisconsin North Baja Pipeline, LLC Arizona California South Dakota TC Pipelines Tuscarora LLC Nevada Tuscarora Gas Transmission Company None.

Special Optional Redemption. If Upon the Acquisition (as defined occurrence of a Change of Control, the Issuer may, at its option, redeem the Series A Preferred Shares, in whole or in part and within 120 days after the prospectus supplement) is not closed first date on or before August 31which such Change of Control occurred, 2017, or the purchase agreements related to the Acquisition are terminated on or before such date, we will have the option to redeem all, but not less than all, of the notes at a redemption price equal to 101% of the aggregate principal amount of the notesby paying $25.00 per share, plus any accrued and unpaid interest, to, but excluding, dividends to and including the date of redemption. Interest Payment DatesIf, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of redemption with respect to the Series H Preferred Shares (whether pursuant to the Issuer’s optional redemption right or its special optional redemption right), investors will not have the conversion right described above. Yield: May 25 and November 257.50% Public Offering Price: $25.00 per share Purchase Price by Underwriters: $24.2125 per share Net Proceeds (before expenses): $62,952,500 ($72,395,375 if the underwriters’ over-allotment option is exercised in full) Underwriting Discount: $2,047,500 ($2,354,625 if the underwriters’ over-allotment option is exercised in full) Underwriters: Xxxxx Fargo Securities, commencing November 25, 2017 CUSIP / ISIN: 87233Q AC2 / US87233QAC24 Joint Book-Running Managers: LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated MUFG Securities Americas Inc. Co-Managers: Citigroup Global Markets Inc. HSBC Securities (USA) Inc. Mizuho Securities USA LLC SunTrust Xxxxxxxx XxxxxxxxXxxxxxx Xxxxx & Associates, Inc. Deutsche Bank RBS Securities Inc. X.X. Xxxxxx Securities LLC Xxxxx Fargo Securities, LLC Listing/Symbol: NYSE / “LHOPrH” ISIN: US5179427027 CUSIP: 000000000 The issuer has filed a registration statement (including a prospectus) prospectus dated November 23, 2009 and a preliminary prospectus supplement dated January 18, 2011) with the U.S. Securities and Exchange Commission (“SEC”) SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at (000) 0001-0000 or MUFG Securities Americas 800-294-1322, Xxxxxxx Xxxxx & Associates, Inc. toll-free at (0-000) -000-0000 or RBS Securities Inc. toll-free at 0-000-000-0000. SCHEDULE 3 Permitted Free Writing Prospectuses The Issuer Free Writing Prospectus attached as Schedule 2 to the Agreement. Exhibit A States of Foreign Qualification TC PipeLines, LP Nebraska New York TC PipeLines GP, Inc. California Illinois Iowa Minnesota Montana Nebraska Nevada New York North Dakota Oregon South Dakota Texas TC GL Intermediate Limited Partnership None TC PipeLines Intermediate Limited Partnership Illinois Iowa Minnesota Montana Nebraska New York North Dakota South Dakota Texas TC Tuscarora Intermediate Limited Partnership California Nevada Oregon Bison Pipeline LLC Montana Nebraska North Dakota Texas Wyoming Gas Transmission Northwest LLC Arizona Idaho Oregon Texas Washington Great Lakes Gas Transmission Limited Partnership Michigan Minnesota Wisconsin North Baja Pipeline, LLC Arizona California South Dakota TC Pipelines Tuscarora LLC Nevada Tuscarora Gas Transmission Company None.

Special Optional Redemption. If In the Acquisition (as defined in event of a Change of Control, the prospectus supplement) is not closed on or before August 31, 2017, or the purchase agreements related to the Acquisition are terminated on or before such date, we Issuer will have the option to redeem allthe Series D Preferred Stock, but not less than allin whole or in part, within 120 days after the first date on which such Change of the notes Control has occurred for cash at a redemption price equal to 101% of the aggregate principal amount of the notes$25.00 per share, plus any accrued and unpaid interest, dividends (whether or not declared) to, but excludingnot including, the date redemption date. To the extent that the Issuer exercises its redemption right (by sending the required notice) relating to the Series D Preferred Stock, the holders of shares of the Series D Preferred Stock will not be permitted to exercise the conversion right described above in respect of their shares of Series D Preferred Stock called for redemption. Interest Payment Dates: May 25 and November 25, commencing November 25, 2017 CUSIP / ISIN: 87233Q AC2 83600C 509 / US87233QAC24 Joint US83600C5094 Expected Listing: The Issuer has filed an application to list the Series D Preferred Stock with the NASDAQ under the symbol “SOHON.” If the listing application is approved, the Issuer expects trading of the Series D Preferred Stock to commence within 30 days after initial delivery of the Series D Preferred Stock. Voting Rights The Series D Preferred Stock will not have voting rights, except as set forth in the preliminary prospectus supplement. Lead Book-Running ManagersManager: Xxxxxxx LynchSandler X’Xxxxx + Partners, Pierce, L.P Passive Book-Running Manager: Xxxxxx & Xxxxxxxxxx Xxxxx Incorporated MUFG Securities Americas Inc. LLC Co-Managers: Citigroup Global Markets Inc. HSBC Securities (USA) Inc. Mizuho Securities USA LLC SunTrust Xxxxxxxx XxxxxxxxBoenning & Scattergood, Inc. Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC Xxxxx Fargo SecuritiesAmerican Capital Partners, LLC The issuer Issuer has filed a registration statement (including a prospectus) prospectus dated September 20, 2017 and a preliminary prospectus supplement dated April 8, 2019) with the U.S. Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer Issuer has filed with the SEC for more complete information about the issuer Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site website at xxx.xxx.xxx. Alternatively, the issuerIssuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it from Sandler X’Xxxxx + Partners, L.P. at 1251 Avenue of the Xxxxxxxx, 0xx Xxx., Xxx Xxxx, Xxx Xxxx 00000, Attention: Prospectus Department, or by calling Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at (000) 0-000-0000 or MUFG Securities Americas Inc. toll-free at (000) 000-0000, or by email at xxxxxxxxx@xxxxxxxxxxxxx.xxx. SCHEDULE 3 Permitted Free Writing Prospectuses The Issuer Free Writing Prospectus attached as Schedule 2 to the Agreement. Exhibit A States of Foreign Qualification TC PipeLines1(A)(XI) Capitol Hotel Associates Limited Partnership, L.L.P. SOHO Wilmington LLC Philadelphia Hotel Associates LP Nebraska New York TC PipeLines Louisville Hotel Associates LLC MHI Hotel Investments Holdings, LLC Hollywood Hotel Associates LLC Hollywood Hotel Holdings LLC MHI Hospitality TRS Holding, Inc. MHI Hospitality TRS, LLC Hollywood Hotel Associates Lessee LLC Hollywood Hotel TRS LLC MHI Hospitality TRS II, LLC MHI Louisville TRS LLC SOHO Jacksonville TRS LLC SOHO Atlanta TRS, LLC Savannah Hotel Associates, L.L.C. Tampa Hotel Associates LLC Brownestone Partners LLC Raleigh Hotel Associates LLC MHI Jacksonville LLC Laurel Hotel Associates LLC Hampton Hotel Associates LLC SOHO Atlanta LLC Sotherly-Houston GP, Inc. California Illinois Iowa Minnesota Montana Nebraska Nevada New York North Dakota Oregon South Dakota Texas TC GL Intermediate LLC Houston Hotel Associates Limited Partnership None TC PipeLines Intermediate Limited Partnership Illinois Iowa Minnesota Montana Nebraska New York North Dakota South Dakota Texas TC Tuscarora Intermediate Limited Partnership California Nevada Oregon Bison Pipeline LLC Montana Nebraska North Dakota Texas Wyoming Gas Transmission Northwest LLC Arizona Idaho Oregon Texas Washington Great Lakes Gas Transmission Limited Partnership Michigan Minnesota Wisconsin North Baja PipelinePartnership, LLP Houston Hotel Manager, LLC Arizona California South Dakota TC Pipelines Tuscarora Houston Hotel Owner, LLC Nevada Tuscarora Gas Transmission Company NoneSOHO Arlington LLC

Special Optional Redemption. If Upon the Acquisition (as defined occurrence of a Change of Control, the Issuer may, at its option, redeem the Series F Preferred Shares, in whole or in part and within 120 days after the prospectus supplement) is not closed first date on or before August 31which such Change of Control occurred, 2017by paying $25.00 per share, or the purchase agreements related to the Acquisition are terminated on or before such date, we will have the option to redeem allplus any accrued and unpaid dividends to, but not less than all, of the notes at a redemption price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest, to, but excludingincluding, the date of redemption. Interest Payment DatesIf, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of redemption with respect to the Series F Preferred Shares (whether pursuant to the Issuer’s optional redemption right or its special optional redemption right), holders of Series F Preferred Shares will not have the conversion right described above. Yield: May 25 6.450% Schedule B-3 Public Offering Price: $25.00 per share Purchase Price by Underwriter: $24.2125 per share Net Proceeds (before expenses): $72,637,500 Underwriting Discount: $2,362,500 Use of Proceeds: The Issuer will contribute the net proceeds from this offering to its operating partnership in exchange for series F preferred units, the economic terms of which are substantially similar to the Series F Preferred Shares. The operating partnership will subsequently use the net proceeds from this offering, along with cash on hand, to repay in full the outstanding mortgage loan secured by the Renaissance Orlando at SeaWorld®, and November 25to the extent of any excess net proceeds, commencing November 25, 2017 CUSIP / ISIN: 87233Q AC2 / US87233QAC24 Joint for general corporate purposes. Book-Running ManagersManager: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated MUFG Securities Americas Inc. Co-Managers: Citigroup Global Markets Inc. HSBC Securities (USA) Inc. Mizuho Securities USA LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC Xxxxx Fargo Securities, LLC Listing/Symbol: NYSE / “SHO PR F” ISIN: US8678927059 CUSIP: 867892 705 The issuer Issuer has filed a registration statement (including a prospectus) prospectus dated January 10, 2014 and a preliminary prospectus supplement dated May 9, 2016) with the U.S. Securities and Exchange Commission (“SEC”) SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer Issuer has filed with the SEC for more complete information about the issuer Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuerIssuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling Xxxxxxx LynchXxxxx Fargo Securities, Pierce, Xxxxxx & Xxxxx Incorporated LLC toll-free at (000) 0-000-0000 or MUFG Securities Americas Inc. toll-free at (000) 000-0000. SCHEDULE 3 Permitted Free Writing Prospectuses The Issuer Free Writing Prospectus attached as Schedule 2 to the Agreement. Exhibit A States of Foreign Qualification TC PipeLinesB-4 EXHIBIT C SIGNIFICANT SUBSIDIARIES OF THE COMPANY Boston 1927 Lessee, Inc. Boston 1927 Owner, LLC EP Holdings, LLC One Park Boulevard, LLC Sun CHP I, Inc. Sun XXX XX, XXX Xxxxxxxx 00xx Xxxxxx Lessee, Inc. Sunstone 42nd Street, LLC Sunstone Broadway, LLC Sunstone Canal Lessee, Inc. Sunstone Canal, LLC Sunstone Center Court Lessee, Inc. Sunstone Center Court, LLC Sunstone Century Lessee, Inc. Sunstone Century, LLC Sunstone Cowboy, LP Nebraska New York TC PipeLines Sunstone Cowboy GP, Inc. California Illinois Iowa Minnesota Montana Nebraska Nevada New York North Dakota Oregon South Dakota Texas TC GL Intermediate Limited Partnership None TC PipeLines Intermediate Limited Partnership Illinois Iowa Minnesota Montana Nebraska New York North Dakota South Dakota Texas TC Tuscarora Intermediate Limited Partnership California Nevada Oregon Bison Pipeline LLC Montana Nebraska North Dakota Texas Wyoming Gas Transmission Northwest LLC Arizona Idaho Oregon Texas Washington Great Lakes Gas Transmission Limited Partnership Michigan Minnesota Wisconsin North Baja PipelineSunstone Cowboy Lessee, LP Sunstone Cowboy Lessee GP, LLC Arizona California South Dakota TC Pipelines Tuscarora Sunstone East Grand Lessee, Inc. Sunstone East Grand, LLC Nevada Tuscarora Gas Transmission Company NoneSunstone East Xxxxx, XX Sunstone East Xxxxx XX, LLC Sunstone East Xxxxx Lessee, Inc. Sunstone EC5 Lessee, Inc. Sunstone EC5, LLC Sunstone Hawaii 3-0 Lessee, Inc. Sunstone Hawaii 3-0, LLC Sunstone Holdco 3, LLC Sunstone Holdco 4, LLC Sunstone Holdco 5, LLC Sunstone Holdco 6, LLC Sunstone Holdco 8, LLC Sunstone Holdco 9, LLC Sunstone Holdco 10, LLC Sunstone Hotel Acquisitions, LLC Sunstone Hotel Partnership, LLC Sunstone Hotel TRS Lessee, Inc. Sunstone Jamboree Lessee, Inc. Sunstone Jamboree, LLC Sunstone K9 Lessee, Inc. Sunstone K9, LLC Sunstone LA Airport Lessee, Inc. Sunstone LA Airport, LLC Sunstone Leesburg Lessee, Inc. Sunstone Leesburg, LLC Sunstone Longhorn, LP Sunstone Longhorn GP, LLC Sunstone Longhorn Holdco, LLC Sunstone Longhorn Lessee, LP Sunstone Longhorn Lessee GP, LLC Sunstone MacArthur Lessee, Inc. Sunstone MacArthur, LLC Sunstone North State Lessee, Inc. Sunstone North State, LLC Sunstone Ocean Lessee, Inc. Sunstone Ocean, LLC Sunstone Outparcel, LLC Sunstone Park, LLC Sunstone Park Lessee, LLC Sunstone Philly, LP Sunstone Philly GP, LLC Sunstone Philly Lessee, Inc. Sunstone Pledgeco, LLC Sunstone Quincy Lessee, Inc. Sunstone Quincy, LLC Sunstone Red Oak Lessee, Inc. Sunstone Red Oak, LLC Sunstone Saint Clair, LLC Sunstone Saint Clair Lessee, Inc. Sunstone Sea Harbor Holdco, LLC Sunstone Sea Harbor Lessee, Inc. Sunstone Sea Harbor, LLC Sunstone Sidewinder Lessee, Inc Sunstone Sidewinder, LLC Sunstone St. Xxxxxxx Lessee, Inc. Sunstone St. Xxxxxxx, LLC Sunstone Top Gun Lessee, Inc. Sunstone Top Gun, LLC Sunstone Xxx Xxxxxx, LLC Sunstone Westwood, LLC Sunstone Wharf Lessee, Inc. Sunstone Wharf, LLC SWW No. 1, LLC WB Sunstone-Portland, Inc. WB Sunstone-Portland, LLC WHP Bevflow, LLC WHP Texas Beverage 1, Inc. WHP Texas Beverage 2, Inc.

Special Optional Redemption. If Upon the Acquisition (as defined occurrence of a Change of Control, the Issuer may, at its option, redeem the Series B Preferred Stock, in whole or in part, within 120 days after the prospectus supplement) is not closed first date on or before August 31which such Change of Control occurred, 2017, or the purchase agreements related to the Acquisition are terminated on or before such date, we will have the option to redeem all, but not less than all, of the notes for cash at a redemption price equal to 101% of the aggregate principal amount of the notes$25.00 per share, plus accrued any accumulated and unpaid interest, dividends thereon to, but excludingnot including, the date redemption date. If, prior to the Change of Control Conversion Date the Issuer has provided notice of its election to redeem some or all of the shares of Series B Preferred Stock (whether pursuant to its optional redemption right described above or this special optional redemption right), the holders of Series B Preferred Stock will not have the conversion right described above under “—Conversion Rights” with respect to the shares of Series B Preferred Stock called for redemption. Interest Payment DatesPlease see the section entitled “Description of the Series B Preferred Stock—Redemption—Special Optional Redemption” in the Preliminary Prospectus Supplement Yield: May 25 and November 25, commencing November 25, 2017 CUSIP / ISIN: 87233Q AC2 / US87233QAC24 7.625% Joint Book-Book Running Managers: Xxxxxxx LynchX.X. Xxxxxx Securities LLC and Xxxxx, PierceXxxxxxxx & Xxxxx, Xxxxxx & Xxxxx Incorporated MUFG Securities Americas Inc. Co-Managers: Citigroup Global Markets Inc. HSBC Managers Credit Suisse Securities (USA) Inc. Mizuho Securities USA LLC, Ladenburg Xxxxxxxx & Co. Inc., MLV & Co LLC SunTrust Xxxxxxxx Xxxxxxxxand Steme, Xxxx & Xxxxx, Inc. Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC Xxxxx Fargo SecuritiesListing/Symbol: The Issuer is applying, LLC to list the Series B Preferred Stock on The issuer New York Stock Exchange under the symbol “DXPrB” ISIN: US26817Q8033 CUSIP: 00000X000 The Issuer has filed a registration statement (including a prospectus) prospectus dated December 13, 2011 and a preliminary prospectus supplement dated April 11, 2013) with the U.S. Securities and Exchange Commission (“SEC”) SEC for the offering to which this communication relatesrelaxes. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other ether documents the issuer has filed with the SEC for more complete information about the issuer Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling Xxxxxxx Lynch, Pierce, X. X. Xxxxxx & Xxxxx Incorporated tollSecurities LLC collect at 0-free at (000) -000-0000 or MUFG Securities Americas and Xxxxx, Xxxxxxxx & Xxxxx, Inc. toll-free at 1-800-966-1559. Exhibit A-1 FORM OF OPINION OF XXXXXXXX XXXXXXX LLP TO BE DELIVERED PURSUANT TO SECTION 5(b) X.X. Xxxxxx Securities LLC Xxxxx, Xxxxxxxx and Xxxxx, Inc. as Representatives of the Underwriters named in the Underwriting Agreement c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Dynex Capital, Inc. Ladies and Gentlemen: We have acted as counsel to Dynex Capital, Inc., a Virginia corporation (000the “Company”), in connection with the offering and sale by the Company of up to 2,300,000 shares of its 7.625% Series B Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share) 000-0000(the “Series B Preferred Stock”), pursuant to an Underwriting Agreement, dated April 11, 2013, by and among the Company and X.X. Xxxxxx Securities LLC and Xxxxx, Xxxxxxxx and Xxxxx, Inc., as representatives of the underwriters named therein (the “Underwriting Agreement”). SCHEDULE 3 Permitted Free Writing Prospectuses The Issuer Free Writing Prospectus attached This letter is being delivered to you pursuant to Section 5(b) of the Underwriting Agreement. All terms not otherwise defined herein have the meanings set forth in the Underwriting Agreement. We have examined originals or copies certified to our satisfaction, of such corporate records of the Company, indentures, agreements and other instruments, certificates of public officials, certificates of officers and representatives of the Company, and other documents as Schedule 2 we have deemed necessary to require as a basis for the opinions hereinafter expressed. As to various questions of fact material to such opinions, we have, when relevant facts were not independently established, relied upon certification by officers of the Company and other appropriate persons and statements contained in the Registration Statement, the General Disclosure Package and the Prospectus. In addition, we have relied upon the representations contained in the Underwriting Agreement. In our examination of records and other documents, we have assumed the authenticity of all such documents submitted to us as originals, the genuineness of all signatures, the due authority of the persons executing such documents and the conformity to the Agreementoriginals of all documents submitted to us as copies. Exhibit A States In addition, we have made such other investigations of Foreign Qualification TC PipeLinesapplicable law as we deemed necessary to enable us to provide you with the opinions hereafter expressed. Except as set forth in this letter, LP Nebraska New York TC PipeLines GPwe have not undertaken any independent investigation, Inc. California Illinois Iowa Minnesota Montana Nebraska Nevada New York North Dakota Oregon South Dakota Texas TC GL Intermediate Limited Partnership None TC PipeLines Intermediate Limited Partnership Illinois Iowa Minnesota Montana Nebraska New York North Dakota South Dakota Texas TC Tuscarora Intermediate Limited Partnership California Nevada Oregon Bison Pipeline LLC Montana Nebraska North Dakota Texas Wyoming Gas Transmission Northwest LLC Arizona Idaho Oregon Texas Washington Great Lakes Gas Transmission Limited Partnership Michigan Minnesota Wisconsin North Baja Pipelineexamination or inquiry to confirm or determine the existence or absence of any facts, LLC Arizona California South Dakota TC Pipelines Tuscarora LLC Nevada Tuscarora Gas Transmission Company Nonesearched any of the books, records or files of the Company, searched any internal file, court file, public record or other information collection, or examined or reviewed any communication, instrument, agreement, document, file, financial statement, tax return, record, lien records, or other item. Additionally, in rendering the opinions hereafter expressed, we have assumed that each certificate, report or other document issued by any governmental official, office or agency concerning any person, asset, property or status is, and all public records (including their proper indexing and filing) are, accurate, complete, authentic and current and remain so as of the date hereof. The assumptions and qualifications expressly stated in this letter are in addition to (and not in lieu or limitation of) any others presumed by customary usage. The opinions hereafter expressed are given as of the date hereof, and we do not in any event undertake to advise you on any facts or circumstances occurring or coming to our attention after the date hereof. Based upon the foregoing, and having regard to legal considerations that we deem relevant, we are of the opinion that:

Special Optional Redemption. If Upon the Acquisition (as defined occurrence of a Change of Control, the Issuer may, at its option, redeem the Series D Preferred Shares, in whole or in part and within 120 days after the prospectus supplement) is not closed first date on or before August 31which such Change of Control occurred, 2017by paying $25.00 per share, or the purchase agreements related to the Acquisition are terminated on or before such date, we will have the option to redeem allplus any accrued and unpaid dividends to, but not less than all, of the notes at a redemption price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest, to, but excludingincluding, the date of redemption. Interest Payment DatesIf, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of redemption with respect to the Series D Preferred Shares (whether pursuant to the Issuer’s optional redemption right or its special optional redemption right), investors will not have the conversion right described above. Yield: May 25 and November 25, commencing November 25, 2017 CUSIP / ISIN8.0% Public Offering Price: 87233Q AC2 / US87233QAC24 $25.00 per share Purchase Price by Underwriters: $24.2125 per share Net Proceeds (before expenses): $96,850,000 ($111,377,500 if the underwriters’ over-allotment option is exercised in full) Underwriting Discount: $3,150,000 ($3,622,500 if the underwriters’ over-allotment option is exercised in full) Joint Book-Running Managers: Xxxxxxx J.X. Xxxxxx Securities LLC Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated MUFG Securities Americas Inc. Co-Managers: Citigroup Global Markets Inc. HSBC Securities (USA) Inc. Mizuho Securities USA LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC Xxxxx Wxxxx Fargo Securities, LLC Listing/Symbol: NYSE / “SHO PR D” ISIN: US8678925079 CUSIP: 800000000 The issuer Issuer has filed a registration statement (including a prospectus) prospectus dated January 14, 2011 and a preliminary prospectus supplement dated March 30, 2011) with the U.S. Securities and Exchange Commission (“SEC”) SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX EXXXX on the SEC Web site at xxx.xxx.xxxwxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling Xxxxxxx J.X. Xxxxxx Securities LLC at 1-212- 834-4533, Mxxxxxx Lynch, Pierce, Xxxxxx Fxxxxx & Xxxxx Sxxxx Incorporated toll-free at (000) 0001-0000 800-294-1322, or MUFG Securities Americas Inc. Wxxxx Fargo Securities, LLC toll-free at (1-000) -000-0000. SCHEDULE 3 Permitted Free Writing Prospectuses The Issuer Free Writing Prospectus attached as Schedule 2 to the Agreement. Exhibit A States of Foreign Qualification TC PipeLines, LP Nebraska New York TC PipeLines GP, Inc. California Illinois Iowa Minnesota Montana Nebraska Nevada New York North Dakota Oregon South Dakota Texas TC GL Intermediate Limited Partnership None TC PipeLines Intermediate Limited Partnership Illinois Iowa Minnesota Montana Nebraska New York North Dakota South Dakota Texas TC Tuscarora Intermediate Limited Partnership California Nevada Oregon Bison Pipeline LLC Montana Nebraska North Dakota Texas Wyoming Gas Transmission Northwest LLC Arizona Idaho Oregon Texas Washington Great Lakes Gas Transmission Limited Partnership Michigan Minnesota Wisconsin North Baja Pipeline, LLC Arizona California South Dakota TC Pipelines Tuscarora LLC Nevada Tuscarora Gas Transmission Company None.

Special Optional Redemption. If Upon the Acquisition (as defined occurrence of a Change of Control, the Issuer may, at its option, redeem the Series A Preferred Shares, in whole or in part and within 120 days after the prospectus supplement) is not closed first date on or before August 31which such Change of Control occurred, 2017by paying $25.00 per share, or the purchase agreements related to the Acquisition are terminated on or before such date, we will have the option to redeem allplus any accrued and unpaid dividends to, but not less than all, of the notes at a redemption price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest, to, but excludingincluding, the date of redemption. Interest Payment DatesIf, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of redemption with respect to the Series A Preferred Shares (whether pursuant to the Issuer’s optional redemption right or its special optional redemption right), investors will not have the conversion right described above. Yield: May 25 and November 25, commencing November 25, 2017 CUSIP / ISIN7.875% Public Offering Price: 87233Q AC2 / US87233QAC24 $25.00 per share Purchase Price by Underwriters: $24.2125 per share Net Proceeds (before expenses): $121,062,500 Underwriting Discount: $3,937,500 Joint Book-Running Managers: Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated MUFG Securities Americas Xxxxxxx Xxxxx & Associates, Inc. Senior Co-Managers: Citigroup Global Markets Inc. HSBC Securities (USA) Inc. Mizuho Securities USA RBC Capital Markets, LLC SunTrust Xxxxxxxx XxxxxxxxCo-Managers: Xxxxxx X. Xxxxx & Co. Incorporated Xxxxxx Xxxxxxxxxx Xxxxx LLC Xxxxxx Xxxxxx & Company, Inc. Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC Xxxxx Fargo Securities, LLC Listing/Symbol: NYSE / “PEBPrA” ISIN: US70509V2097 CUSIP: 00000X000 The issuer has filed a registration statement (including a prospectus) prospectus dated January 11, 2011 and a preliminary prospectus supplement dated March 7, 2011) with the U.S. Securities and Exchange Commission (“SEC”) SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at (000) 0001-0000 800-294-1322 or MUFG Securities Americas Xxxxxxx Xxxxx & Associates, Inc. toll-free at (0-000) -000-0000. SCHEDULE 3 Permitted Free Writing Prospectuses The Issuer Free Writing Prospectus attached Exhibit A-1 FORM OF OPINION OF HUNTON & XXXXXXXX LLP TO BE DELIVERED PURSUANT TO SECTION 5(b) HUNTON & XXXXXXXX LLP RIVERFRONT PLAZA, EAST TOWER 000 XXXX XXXX XXXXXX RICHMOND, VIRGINIA 00000-0000 TEL 804 • 788 • 8200 FAX 804 • 788 • 8218 FILE NO: 76441.000025 March 11, 2011 Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Associates, Inc. as Schedule 2 representatives of the several Underwriters c/o Wells Fargo Securities, LLC 000 X. Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Pebblebrook Hotel Trust 5,000,000 7.875% Series A Cumulative Redeemable Preferred Shares Ladies and Gentlemen: We have acted as special counsel to Pebblebrook Hotel Trust, a Maryland real estate investment trust (the “Company”), and Pebblebrook Hotel, L.P., a Delaware limited partnership (the “Operating Partnership”), in connection with the issuance and sale by the Company to the Underwriters named in Schedule A (the “Underwriters”) to the Purchase Agreement, dated March 8, 2011, among the Company, the Operating Partnership and you, as representatives of the Underwriters (the “Purchase Agreement”), of 5,000,000 7.875% Series A Cumulative Redeemable Preferred Shares, par value $0.01 per share (“Preferred Shares”), of the Company (the “Shares”). This opinion is furnished to you at the request of the Company pursuant to Section 5(b) of the Purchase Agreement. Exhibit A States of Foreign Qualification TC PipeLinesCapitalized terms used in this letter and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. In connection with the foregoing, LP Nebraska New York TC PipeLines GP, Inc. California Illinois Iowa Minnesota Montana Nebraska Nevada New York North Dakota Oregon South Dakota Texas TC GL Intermediate Limited Partnership None TC PipeLines Intermediate Limited Partnership Illinois Iowa Minnesota Montana Nebraska New York North Dakota South Dakota Texas TC Tuscarora Intermediate Limited Partnership California Nevada Oregon Bison Pipeline LLC Montana Nebraska North Dakota Texas Wyoming Gas Transmission Northwest LLC Arizona Idaho Oregon Texas Washington Great Lakes Gas Transmission Limited Partnership Michigan Minnesota Wisconsin North Baja Pipeline, LLC Arizona California South Dakota TC Pipelines Tuscarora LLC Nevada Tuscarora Gas Transmission Company Nonewe have examined the following documents:

Special Optional Redemption. If The notes may be redeemed at the Acquisition (as defined Issuer’s option, in the prospectus supplement) is not closed on or whole, at any time before August 31September 23, 2017, or the purchase agreements related to the Acquisition are terminated on or before such date, we will have the option to redeem all, but not less than all, of the notes at a redemption price equal to 101% of the aggregate principal amount of the notessuch notes being redeemed, plus accrued and unpaid interest, interest on the aggregate principal amount of such notes being redeemed to, but excluding, the date of such redemption, if the Issuer determines that, in its judgment, the Acquisition will not be consummated on or before September 23, 2017. Interest Payment DatesRepurchase at the Option of Holders upon a Change of Control Triggering Event: May 25 The notes will be subject to repurchase at the option of the holders at a purchase price of 101% of the principal amount thereof plus accrued and November 25unpaid interest if the Issuer experiences a Change of Control Triggering Event (as described in the Preliminary Prospectus Supplement April 10, commencing November 25, 2017 2017). CUSIP / ISIN: 87233Q AC2 237194 AL9 / US87233QAC24 US237194AL90 Joint Book-Running Managers: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated MUFG Securities Americas Xxxxxxx, Sachs & Co. Xxxxx Fargo Securities, LLC Fifth Third Securities, Inc. SunTrust Xxxxxxxx Xxxxxxxx, Inc. U.S. Bancorp Investments, Inc. Co-Managers: Citigroup Global Markets Inc. HSBC Securities (USA) Inc. Mizuho Securities USA LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Deutsche LLCDeutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC Xxxxx Fargo SecuritiesNote: A securities rating is not a recommendation to buy, LLC sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the U.S. Securities and Exchange Commission (“SEC”) SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus prospectus, if you request it by calling Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated tollat 1-free 800-294-1322, Xxxxxxx, Sachs & Co. at (000) 1-866-471-2526 or Xxxxx Fargo Securities, LLC at 0-000-0000 or MUFG Securities Americas Inc. toll-free at (000) 000-0000. SCHEDULE 3 Permitted Free Writing Prospectuses The Issuer Free Writing Prospectus attached as Schedule 2 to the Agreement. Exhibit A States of Foreign Qualification TC PipeLinesXXXXXXX X-0 FORM OF OPINION OF HUNTON & XXXXXXXX LLP, LP Nebraska New York TC PipeLines GPCOUNSEL FOR THE COMPANY, Inc. California Illinois Iowa Minnesota Montana Nebraska Nevada New York North Dakota Oregon South Dakota Texas TC GL Intermediate Limited Partnership None TC PipeLines Intermediate Limited Partnership Illinois Iowa Minnesota Montana Nebraska New York North Dakota South Dakota Texas TC Tuscarora Intermediate Limited Partnership California Nevada Oregon Bison Pipeline LLC Montana Nebraska North Dakota Texas Wyoming Gas Transmission Northwest LLC Arizona Idaho Oregon Texas Washington Great Lakes Gas Transmission Limited Partnership Michigan Minnesota Wisconsin North Baja Pipeline, LLC Arizona California South Dakota TC Pipelines Tuscarora LLC Nevada Tuscarora Gas Transmission Company NoneTO BE DELIVERED PURSUANT TO SECTION 5(b)

Special Optional Redemption. If Upon the Acquisition (as defined occurrence of a Change of Control, the Issuer may, at its option, redeem the Series D Preferred Shares, in whole or in part and within 120 days after the prospectus supplement) is not closed first date on or before August 31which such Change of Control occurred, 2017by paying $25.00 per share, or the purchase agreements related to the Acquisition are terminated on or before such date, we will have the option to redeem allplus any accrued and unpaid dividends to, but not less than all, of the notes at a redemption price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest, to, but excludingincluding, the date of redemption. Interest Payment DatesIf, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of redemption with respect to the Series D Preferred Shares (whether pursuant to the Issuer’s optional redemption right or its special optional redemption right), the holders of Series D Preferred Shares to which such notice of redemption relates will not have the conversion right described above and such Series D Preferred Shares will instead be redeemed in accordance with such notice. Annual Yield: May 25 and November 25, commencing November 25, 2017 CUSIP / ISIN6.375% Public Offering Price: 87233Q AC2 / US87233QAC24 $25.00 per share Purchase Price by Underwriters: $24.2125 per share Sch B-4 Net Proceeds (before expenses): $121,062,500 Underwriting Discount: $3,937,500 Joint Book-Running Managers: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated MUFG Securities Americas Inc. Co-Managers: Citigroup Global Markets Inc. HSBC Securities (USA) Inc. Mizuho Securities USA LLC SunTrust Xxxxxxxx XxxxxxxxXxxxxxx Xxxxx & Associates, Inc. Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC Xxxxx Fargo Securities, LLC Co-Managers: Xxxxxx X. Xxxxx & Co. Incorporated Citigroup Global Markets Inc. Xxxxxxxxx LLC Xxxxxx, Xxxxxxxx & Company, Incorporated Listing/Symbol: NYSE / “PEBPrD” (to be applied for) ISIN: US70509V5066 CUSIP: 70509V 506 The issuer has filed a registration statement (including a prospectusprospectus dated March 4, 2014) and a preliminary prospectus supplement dated June 2, 2016 with the U.S. Securities and Exchange Commission (“SEC”) SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at (000) 0001-0000 or MUFG Securities Americas 800-294-1322, Xxxxxxx Xxxxx & Associates, Inc. toll-free at (0-000) -000-0000 or Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000. SCHEDULE 3 Permitted Free Writing Prospectuses The Issuer Free Writing Prospectus attached as Schedule 2 to the Agreement. Exhibit A States of Foreign Qualification TC PipeLines, LP Nebraska New York TC PipeLines GP, Inc. California Illinois Iowa Minnesota Montana Nebraska Nevada New York North Dakota Oregon South Dakota Texas TC GL Intermediate Limited Partnership None TC PipeLines Intermediate Limited Partnership Illinois Iowa Minnesota Montana Nebraska New York North Dakota South Dakota Texas TC Tuscarora Intermediate Limited Partnership California Nevada Oregon Bison Pipeline LLC Montana Nebraska North Dakota Texas Wyoming Gas Transmission Northwest LLC Arizona Idaho Oregon Texas Washington Great Lakes Gas Transmission Limited Partnership Michigan Minnesota Wisconsin North Baja Pipeline, LLC Arizona California South Dakota TC Pipelines Tuscarora LLC Nevada Tuscarora Gas Transmission Company None.