Common use of FORM OF PLEDGE SUPPLEMENT Clause in Contracts

FORM OF PLEDGE SUPPLEMENT. SUPPLEMENT NO. dated as of , 20 (this “Supplement”) to the PLEDGE AGREEMENT dated as of [ ] (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”), among certain Subsidiaries of the Company from time to time signatory thereto (each as a “Pledgor”, and collectively, as the “Pledgors”) and Truist Bank, as Collateral Agent for the benefit of the Noteholders (in such capacity, the “Collateral Agent”). Reference is made to the Note Purchase Agreement dated as of November 12, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), entered into among Pebblebrook Hotel, L.P., a Delaware limited partnership (the “Company”), Pebblebrook Hotel Trust, a Maryland real estate investment trust (the “Parent REIT”), the Subsidiaries of the Company from time to time party thereto as Guarantors, each lender from time to time party thereto (collectively, the “Lenders”), the Collateral Agent and the other parties thereto. Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Pledge Agreement or the Note Purchase Agreement. The undersigned Subsidiary of the Company (the “New Pledgor”) is executing this Supplement in accordance with the requirements of the Note Purchase Agreement and the Pledge Agreement to become a Pledgor under the Pledge Agreement in consideration for Loans previously made to, or issued for the account of, the Company. Accordingly, Collateral Agent and the New Pledgor agree as follows:

FORM OF PLEDGE SUPPLEMENT. SUPPLEMENT NO. dated as of , 20 This Pledge Supplement (this “Supplement”) to the PLEDGE AGREEMENT ), dated as of [ ] [____], 20__, is delivered pursuant to Section 4(a)(i) of that certain Pledge and Security Agreement dated as of ____________________, 20__ (as the same may be amended, restated, supplemented supplemented, or otherwise modified from time to time, the “Pledge Agreement”;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Pledge Agreement), by and among [_________], a [____________], [___________], a [__________], and certain of [its][their] Subsidiaries of the Company from time to time signatory thereto (each as a “Pledgor”, and collectively, as the “Pledgors”) and Truist Bank), each with a business address at [________________________], in favor of KEYBANK, NATIONAL ASSOCIATION, having an office at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, in its capacity as Collateral Agent for the benefit of the Noteholders Secured Parties, as pledgee, assignee and secured party (in such capacitycapacities and together with any successors in such capacities, the “Collateral Agent”). Reference is made [The][Each] undersigned Pledgor hereby agrees that this Pledge Supplement may be attached to the Note Purchase Pledge Agreement dated and that the Equity Interests listed on this Supplement shall be deemed to be and shall become Pledged Interests under the Pledge Agreement and part of the Collateral and shall secure all Senior Indebtedness. By executing and delivering this Joinder, [the][each of the] undersigned [___________] ([the][each, a] “New Issuer”) agrees that until receipt of written notice from the Collateral Agent that the Pledge Agreement has been terminated, it shall: (a) upon receipt of notice from the Collateral Agent that an Event of Default as defined in the Pledge Agreement has occurred and is continuing, pay to the Collateral Agent all amounts then due and thereafter as they become due to the applicable Pledgor; (b) upon the receipt of notice from the Collateral Agent that the Collateral Agent (or any successor or assign of the Collateral Agent) has become a member or limited partner (as the case may be) as the result of the exercise by the Collateral Agent of the Collateral Agent’s rights and remedies under the Pledge Agreement, admit and recognize the Collateral Agent (or any such successor and assign of the Collateral Agent) as a member or limited partner (as provided for the organizational documents of each Issuer), with the full right to exercise all of the rights of a member, general partner or a limited partner as the case may be; (c) upon receipt of notice from the Collateral Agent that an Event of Default as defined in the Pledge Agreement has occurred, to the extent provided in the Pledge Agreement, comply with the instructions of the Collateral Agent in connection with the exercise of the Collateral Agent’s rights and remedies as set forth in the Pledge Agreement, without any further consent from the Borrower or any other Person in respect of the Pledged Collateral. [The][Each] New Issuer represents and warrants to the Collateral Agent that, as of November 12the date hereof, 2015 (i) the Pledgor listed in Schedule I to this Supplement is the registered owner of the percentage of the limited liability company interests or partnership interests of, and possesses the percentage of the economic, management and voting rights in, such New Issuer set forth on such Schedule I; (ii) such New Issuer has no knowledge of any Lien or other security interest in such Pledged Interest (other than the Collateral Agent’s) that has not been terminated on or prior to the date hereof; and (iii) the registered pledgee of such Pledged Interests on the books of such New Issuer is KeyBank National Association, as amendedCollateral Agent, restatedand there is no other pledge currently registered on the books and records of such New Issuer with respect to such Pledged Interests. [_________], supplemented or otherwise modified from time to timeas Pledgor By: _______________ Name: _______________ Title: _______________ [_________], the as New Issuer By: _______________ Name: _______________ Title: _______________ AGREED TO AND ACCEPTED: KEYBANK, NATIONAL ASSOCIATION, as Collateral Agent By: _______________ Name: Title: This Intercreditor and Collateral Agency Agreement (this “Note Purchase Agreement”), entered into dated as of this _____ day of _________ 20__, is by and among Pebblebrook Hotelthe Bank Agent, L.P.the Collateral Agent, a Delaware limited partnership the Noteholders listed on Exhibit A attached hereto (the “CompanyInitial Noteholders”), Pebblebrook Hotel Trust, a Maryland real estate investment trust (the “Parent REIT”), the Subsidiaries and each of the Company from time other Noteholders and Persons that become parties hereto pursuant to time party thereto as Guarantors, each lender from time to time party thereto (collectively, the “Lenders”), the Collateral Agent and the other parties theretoSection 20 hereof. Capitalized All terms used but not herein which are defined herein in Section 1 hereof or in the text of any other Section hereof shall have the respective meanings given to such terms in the Pledge Agreement or the Note Purchase Agreement. The undersigned Subsidiary of the Company (the “New Pledgor”) is executing this Supplement in accordance with the requirements of the Note Purchase Agreement and the Pledge Agreement to become a Pledgor under the Pledge Agreement in consideration for Loans previously made to, or issued for the account of, the Company. Accordingly, Collateral Agent and the New Pledgor agree as follows:therein.

FORM OF PLEDGE SUPPLEMENT. SUPPLEMENT NO. This Pledge Supplement, dated as of __________ __, 20 (this “Supplement”20__, is delivered pursuant to Section 7(b) to of the PLEDGE AGREEMENT Security Agreement, dated as of [ January 29, 2020, by the undersigned Debtor, and the other Debtors from time to time party thereto, in favor of Petrichor Opportunities Fund I LP, as Collateral Agent for the Investors referred to therein (the “Security Agreement”). Capitalized terms used herein without definition are used as defined in the Security Agreement. The undersigned hereby agrees that this Pledge Supplement may be attached to the Security Agreement and that the [Pledged Equity] [Commercial Tort Claims] listed on [Annex 1-A] [Annex 1-B] to this Pledge Supplement shall be and become part of the Collateral referred to in the Security Agreement and shall secure all Obligations of the undersigned. The undersigned hereby represents and warrants that each of the representations and warranties contained in Section 5 of the Security Agreement is true and correct and as of the date hereof as if made on and as of such date. [DEBTOR] By:_________________________________ Name: Title: Each of the undersigned hereby (i) acknowledges receipt of a copy of that certain Security Agreement dated as of January 29, 2020 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Pledge Security Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), among certain Subsidiaries of made by the Company from time to time signatory Debtors party thereto (each as a “Pledgor”, and collectively, as the “Pledgors”) and Truist BankPetrichor Opportunities Fund I LP, as Collateral Agent for the benefit of the Noteholders Investors (in such capacity and together with any successors in such capacity, the “Collateral Agent”). Reference is made , (ii) agrees promptly to note on its books the security interests granted to the Note Purchase Agreement dated as Agent and confirmed under the Security Agreement, (iii) subject to the provisions of November 12the Security Agreement, 2015 agrees that it will comply with instructions of the Agent or its nominee with respect to the applicable Pledged Collateral without further consent by the applicable Debtor, (iv) to the extent permitted by law, agrees that the “issuer’s jurisdiction” (as amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), entered into among Pebblebrook Hotel, L.P., a Delaware limited partnership (the “Company”), Pebblebrook Hotel Trust, a Maryland real estate investment trust (the “Parent REIT”), the Subsidiaries defined in Section 8-110 of the Company from UCC) is the State of Delaware, U.S.A., (v) agrees to notify the Agent upon obtaining knowledge of any interest in favor of any person in the applicable Pledged Collateral that is adverse to the interest of the Agent therein, (vi) waives any right or requirement at any time hereafter to time party thereto receive a copy of the Security Agreement in connection with the registration of any Pledged Collateral thereunder in the name of the Agent or its nominee or the exercise of voting rights by the Agent or its nominee and (vii) acknowledges that if any Debtor transfers any Pledged Equity issued by the undersigned to any Person in contravention of the terms of the Security Agreement, such transfer shall be void as Guarantors, each lender from time to time party thereto (collectively, against the “Lenders”), the Collateral Agent undersigned and the other parties thereto. Capitalized terms used but undersigned shall not defined herein shall have record such transfer on its books and records or treat such Person as the respective meanings given to owner of such terms in the Pledge Agreement or the Note Purchase AgreementPledged Equity for any purpose. The undersigned Subsidiary hereby acknowledges and agrees that upon the delivery of any certificates representing the Pledged Equity issued by the undersigned endorsed to Agent or in blank, or to the extent the Pledged Equity are not represented by certificates, upon the execution and delivery of this acknowledgement by the parties hereto, Agent shall have “control” (as defined in Article 8 or 9 of the Company (UCC, as applicable) over the “New Pledgor”) is executing this Supplement in accordance with the requirements of the Note Purchase Agreement and the Pledge Agreement to become a Pledgor under the Pledge Agreement in consideration for Loans previously made to, or issued for the account of, the CompanyPledged Equity. Accordingly, Collateral Agent and the New Pledgor agree as follows:By: ____________________________________ Name: __________________________________ Title: ___________________________________

FORM OF PLEDGE SUPPLEMENT. SUPPLEMENT NO. dated as of , 20 (this “Supplement”) Reference is hereby made to the PLEDGE AGREEMENT dated as of [ ] Amended and Restated Pledge Agreement (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”) dated as of December 5, 2016, by and between ALMOST FAMILY, INC., a Delaware corporation (the “Borrower”), among certain of its Subsidiaries of (together with the Company from time to time signatory thereto (each as a “Pledgor”Borrower, and collectively, as the “Pledgors”) and Truist BankJPMORGAN CHASE BANK, N.A. acting as Administrative Agent (“Administrative Agent”), whereby certain Pledgors have pledged certain capital stock, membership interests and partnership interests, as Collateral Agent applicable, of certain of their subsidiaries as collateral to the Administrative Agent, for the benefit of itself and for the Noteholders (ratable benefit of the Secured Parties, as more fully described in such capacitythe Pledge Agreement. This Pledge Supplement is a “Pledge Supplement” as defined in the Pledge Agreement and is, together with the “Collateral Agent”). Reference is made acknowledgments, certificates, and powers delivered herewith, subject in all respects to the Note Purchase Agreement dated as of November 12, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), entered into among Pebblebrook Hotel, L.P., a Delaware limited partnership (the “Company”), Pebblebrook Hotel Trust, a Maryland real estate investment trust (the “Parent REIT”), the Subsidiaries terms and provisions of the Company from time to time party thereto as Guarantors, each lender from time to time party thereto (collectively, the “Lenders”), the Collateral Agent and the other parties theretoPledge Agreement. Capitalized terms used but herein and not defined herein shall have the respective meanings given to such terms them in the Pledge Agreement or the Note Purchase Agreement. The By its execution below, the undersigned Subsidiary hereby agrees that, subject to Section 1 of the Company Pledge Agreement, (a) all of those shares of the capital stock of the Subsidiaries described in Schedule I hereto evidenced by the certificate number(s) identified in Schedule I, (b) all of the membership interest and all of the other right, title and interest of whatever nature including economic rights, control rights and member status, in each Subsidiary identified as one of the “Limited Liability Companies” on Schedule I hereto, (c) all security entitlements of each such Pledgor with respect thereto in each case, whether now owned or hereafter acquired, together with all additions, substitutions, replacements and proceeds and all income, interest, dividends and other distributions thereon, and (d) all additional shares or membership interests and the foregoing rights now owned or hereafter acquired by any Pledgor in any such Subsidiary (the “New PledgorCollateral”) is executing this Supplement in accordance with the requirements shall be and become part of the Note Purchase Agreement Collateral, and are pledged to the Administrative Agent as Collateral. By its execution below, the Pledgor represents and warrants that it has full power and authority to execute this Pledge Supplement and that the representations and warranties contained in Section 2 of the Pledge Agreement are true and correct in all respects as of the date hereof and after taking into account the pledge of the New Collateral. The Pledge Agreement, as amended and modified hereby, remains in full force and effect and is hereby ratified and confirmed. This Pledge Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Pledge Supplement by facsimile, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Pledge Supplement. This Pledge Supplement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to become the benefit of the parties hereto and their respective successors and assigns. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Pledge Supplement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a Pledgor under manually executed signature, physical delivery thereof or the Pledge Agreement use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in consideration for Loans previously made toany applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or issued for any other similar state laws based on the account of, Uniform Electronic Transactions Act; provided that nothing herein shall require the Company. Accordingly, Collateral Administrative Agent and the New Pledgor agree as follows:to accept electronic signatures in any form or format without its prior written consent.