0001047469-11-002165 Sample Contracts

MERGER AGREEMENT
Merger Agreement • March 15th, 2011 • RLJ Lodging Trust • Real estate investment trusts • Delaware

This MERGER AGREEMENT (including all exhibits and schedules hereto, this “Agreement”) is made and entered on February 1, 2011 by and among RLJ Real Estate Fund III, L.P., a Delaware limited partnership (the “Main Fund”), RLJ Real Estate Fund III (PF #1), L.P., a Delaware limited partnership (the “Parallel Fund” and, together with the Main Fund, the “Funds” and each individually, a “Fund”), RLJ Lodging Trust, a Maryland real estate investment trust (“New REIT”), and RLJ Capital Partners III, LLC, a Delaware limited liability company (the “General Partner”).

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CONTRIBUTION AGREEMENT
Contribution Agreement • March 15th, 2011 • RLJ Lodging Trust • Real estate investment trusts • Maryland

This CONTRIBUTION AGREEMENT (including all exhibits and schedules hereto, this “Agreement”) is made and entered on February 1, 2011 by and between RLJ Lodging Trust, a Maryland real estate investment trust (“New REIT”), and RLJ Development LLC, a Delaware limited liability company (“RLJ Development”).

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