Chatham Lodging Trust Sample Contracts

CHATHAM LODGING TRUST Share Award Agreement
Share Award Agreement • August 6th, 2015 • Chatham Lodging Trust • Real estate investment trusts • Maryland

THIS SHARE AWARD AGREEMENT (the “Agreement”), dated as of the 1st day of June, 2015, governs the Share Award granted by CHATHAM LODGING TRUST, a Maryland real estate investment trust (the “Company”), to JEREMY WEGNER (the “Participant”), in accordance with and subject to the provisions of the Company’s Equity Incentive Plan (the “Plan”). A copy of the Plan has been made available to the Participant. All terms used in this Agreement that are defined in the Plan have the same meaning given them in the Plan.

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3,250,000 Shares CHATHAM LODGING TRUST Common Shares of Beneficial Interest UNDERWRITING AGREEMENT
Underwriting Agreement • September 30th, 2013 • Chatham Lodging Trust • Real estate investment trusts • New York

Chatham Lodging Trust, a Maryland real estate investment trust (the “Company”), proposes to sell 3,250,000 shares (the “Firm Shares”) of the Company’s common shares of beneficial interest, par value $0.01 per share (the “Common Shares”), to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”). In addition, the Company proposes to grant to the Underwriters an option to purchase up to 487,500 additional Common Shares on the terms set forth in Section 2 (the “Option Shares”). The Firm Shares and the Option Shares, if purchased, are hereinafter collectively called the “Shares.” This is to confirm the agreement concerning the purchase of the Shares from the Company by the Underwriters.

CHATHAM LODGING TRUST Share Award Agreement
Share Award Agreement • May 8th, 2015 • Chatham Lodging Trust • Real estate investment trusts • Maryland

THIS SHARE AWARD AGREEMENT (the “Agreement”), dated as of the 30th day of January, 2015, governs the Share Award granted by CHATHAM LODGING TRUST, a Maryland real estate investment trust (the “Company”), to PETER WILLIS (the “Participant”), in accordance with and subject to the provisions of the Company’s Equity Incentive Plan (the “Plan”). A copy of the Plan has been made available to the Participant. All terms used in this Agreement that are defined in the Plan have the same meaning given them in the Plan.

EMPLOYMENT AGREEMENT
Employment Agreement • February 29th, 2016 • Chatham Lodging Trust • Real estate investment trusts • Florida

THIS EMPLOYMENT AGREEMENT, effective as of April 21, 2010, between CHATHAM LODGING TRUST, a Maryland real estate investment trust (the “Company”), and JEFFREY H. FISHER (the “Executive”), recites and provides as follows:

UP TO $100,000,000 OF SHARES SALES AGREEMENT
Sales Agreement • December 28th, 2017 • Chatham Lodging Trust • Real estate investment trusts • New York

CHATHAM LODGING TRUST, a Maryland real estate investment trust (the “Company”), and CHATHAM LODGING, L.P., a Delaware limited partnership (the “Operating Partnership”), confirm their agreement (this “Agreement”) with WELLS FARGO SECURITIES, LLC (the “Agent”), as follows:

•] Shares CHATHAM LODGING TRUST Common Shares of Beneficial Interest UNDERWRITING AGREEMENT
Underwriting Agreement • April 5th, 2010 • Chatham Lodging Trust • Real estate investment trusts • New York

Barclays Capital Inc. FBR Capital Markets & Co. As Representatives of the several Underwriters named in Schedule 1 attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen:

250,000,000 CREDIT AGREEMENT
Credit Agreement • November 30th, 2015 • Chatham Lodging Trust • Real estate investment trusts • New York

CREDIT AGREEMENT, dated as of November 25, 2015, among CHATHAM LODGING TRUST, a Maryland real estate investment trust (the “REIT”), CHATHAM LODGING, L.P., a Delaware limited partnership (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BARCLAYS BANK PLC, CITIGROUP GLOBAL MARKETS INC., REGIONS CAPITAL MARKETS and U.S. BANK NATIONAL ASSOCIATION, as joint lead arrangers and bookrunners (in such capacity, the “Arrangers”), REGIONS BANK, as syndication agent (in such capacity, the “Syndication Agent”), CITIBANK, N.A. and U.S. BANK NATIONAL ASSOCIATION, as co-documentation agents (in such capacity, the “Co-Documentation Agents”), and BARCLAYS BANK PLC, as administrative agent (in such capacity, the “Administrative Agent”).

THE TRANSFER OF THE LIMITED LIABILITY COMPANY INTERESTS DESCRIBED IN THIS AGREEMENT IS RESTRICTED AS DESCRIBED HEREIN. LIMITED LIABILITY COMPANY AGREEMENT OF IHP I OWNER JV, LLC,
Limited Liability Company Agreement • November 20th, 2014 • Chatham Lodging Trust • Real estate investment trusts • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT (together with the schedules and exhibits hereto, this “Agreement”), of IHP I Owner JV, LLC, a Delaware limited liability company (the “Company”), is made effective as of November 17, 2014 (the “Effective Date”) by and between Platform Member II- T, LLC (“NS Managing Member”) and Chatham IHP LLC, a Delaware limited liability company (“Chatham Managing Member”, and, together with NS Managing Member and any other Person who becomes a member of the Company from time to time in accordance with the provisions hereof, the “Members”).

CHATHAM LODGING TRUST Share Award Agreement
Share Award Agreement • May 9th, 2012 • Chatham Lodging Trust • Real estate investment trusts • Maryland

THIS SHARE AWARD AGREEMENT (the “Agreement”), dated as of the 23rd day of February, 2012, governs the Share Award granted by CHATHAM LODGING TRUST, a Maryland real estate investment trust (the “Company”), to PETER WILLIS (the “Participant”), in accordance with and subject to the provisions of the Company’s Equity Incentive Plan (the “Plan”). A copy of the Plan has been made available to the Participant. All terms used in this Agreement that are defined in the Plan have the same meaning given them in the Plan.

CHATHAM LODGING TRUST Long Term Incentive Plan Unit Award Agreement
Long Term Incentive Plan Unit Award Agreement • August 6th, 2015 • Chatham Lodging Trust • Real estate investment trusts • Maryland

THIS LTIP UNIT AWARD AGREEMENT (the “Agreement”), dated as of the 1st day of June, 2015, governs the Long Term Incentive Plan Unit Award granted by CHATHAM LODGING TRUST, a Maryland real estate investment trust (the “Company”), to JEFFREY FISHER (the “Participant”), in accordance with and subject to the provisions of the Company’s 2015 Multi-Year Performance-Based Equity Incentive Plan (the “Plan”) and the Agreement of Limited Partnership, dated as of April 21, 2010, as amended through the date hereof (the “Partnership Agreement”) of Chatham Lodging, L.P., a Delaware limited partnership (“Chatham OP”). A copy of the Plan has been made available to the Participant. All terms used in this Agreement that are defined in the Plan have the same meaning given them in the Plan.

AGREEMENT OF LIMITED PARTNERSHIP OF CHATHAM LODGING, L.P. (a Delaware limited partnership)
Limited Partnership Agreement • February 12th, 2010 • Chatham Lodging Trust • Real estate investment trusts • Delaware

Chatham Lodging, L.P. (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware effective as of November 18, 2009 and this Agreement of Limited Partnership, entered into this [___] day of , 2010, by and between Chatham Lodging Trust, a Maryland real estate investment trust (together with its successors and assigns, the “General Partner”), and the Limited Partners set forth on Exhibit A hereto. Capitalized terms used herein but not otherwise defined shall have the meaning given to such terms in Article I below.

6,000,000 Shares CHATHAM LODGING TRUST Common Shares of Beneficial Interest UNDERWRITING AGREEMENT
Underwriting Agreement • September 24th, 2014 • Chatham Lodging Trust • Real estate investment trusts • New York

Chatham Lodging Trust, a Maryland real estate investment trust (the “Company”), proposes to sell 6,000,000 shares (the “Firm Shares”) of the Company’s common shares of beneficial interest, par value $0.01 per share (the “Common Shares”), to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”). In addition, the Company proposes to grant to the Underwriters an option to purchase up to 900,000 additional Common Shares on the terms set forth in Section 2 (the “Option Shares”). The Firm Shares and the Option Shares, if purchased, are hereinafter collectively called the “Shares.” This is to confirm the agreement concerning the purchase of the Shares from the Company by the Underwriters.

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 5th, 2015 • Chatham Lodging Trust • Real estate investment trusts

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of January 30, 2015, between CHATHAM LODGING TRUST, a Maryland real estate investment trust (“Company”), and DENNIS CRAVEN (“Executive”), recites and provides as follows:

CHATHAM LODGING TRUST Share Award Agreement
Share Award Agreement • February 12th, 2010 • Chatham Lodging Trust • Real estate investment trusts • Maryland

THIS SHARE AWARD AGREEMENT (the “Agreement”), dated as of the ___day of January, 2010, governs the Share Award granted by CHATHAM LODGING TRUST, a Maryland real estate investment trust (the “Company”), to (the “Participant”), in accordance with and subject to the provisions of the Company’s Equity Incentive Plan (the “Plan”). A copy of the Plan has been made available to the Participant. All terms used in this Agreement that are defined in the Plan have the same meaning given them in the Plan.

TIME-BASED LONG-TERM INCENTIVE PLAN UNIT VESTING AGREEMENT
Unit Vesting Agreement • May 9th, 2017 • Chatham Lodging Trust • Real estate investment trusts • Delaware

Pursuant to the Chatham Lodging Trust Equity Incentive Plan, as amended through the date hereof (the “Plan”), and the Agreement of Limited Partnership of Chatham Lodging, L.P., a Delaware limited partnership (the “Partnership”), dated April 21, 2010, as amended by that First Amendment, dated as of June 1, 2015 (the “Partnership Agreement”), Chatham Lodging Trust, a Maryland real estate investment trust and the general partner of the Partnership (the “Company”), and for the provision of services to or for the benefit of the Partnership in a partner capacity or in anticipation of being a partner, hereby grants to the Grantee named above an Other Equity-Based Award (an “Award”) in the form of, and by causing the Partnership to issue to the Grantee named above, a number of LTIP Units (as defined in the Partnership Agreement) specified above having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion s

AGREEMENT OF PURCHASE AND SALE dated as of August 18, 2010 between ROYAL HOSPITALITY WASHINGTON, LLC, a Washington limited liability company and LEE ESTATES, LLC, a Washington limited liability company together, as Seller, and CHATHAM LODGING TRUST, a...
Purchase and Sale Agreement • October 28th, 2010 • Chatham Lodging Trust • Real estate investment trusts • California

THIS AGREEMENT OF PURCHASE AND SALE (this “Agreement”), dated as of the 18th day of August, 2010, between ROYAL HOSPITALITY WASHINGTON, LLC, a Washington limited liability company and LEE ESTATES, LLC, a Washington limited liability company (together, the “Seller”), and CHATHAM LODGING TRUST, a Maryland real estate investment trust (the “Purchaser”), provides:

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 12th, 2010 • Chatham Lodging Trust • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of the ___day of January, 2010, by and between CHATHAM LODGING TRUST, a Maryland real estate investment trust (the “Company”), and (“Indemnitee”).

CHATHAM LODGING TRUST Performance-Based Long-Term Incentive Plan Unit Award Agreement
Performance-Based Long-Term Incentive Plan Unit Award Agreement • February 29th, 2016 • Chatham Lodging Trust • Real estate investment trusts • Maryland

THIS PERFORMANCE-BASED LONG-TERM INCENTIVE PLAN UNIT AWARD AGREEMENT (the “Agreement”), dated as of the 28th day of January, 2016, governs the Performance-Based Long-Term Incentive Plan Unit Award granted by CHATHAM LODGING TRUST, a Maryland real estate investment trust (the “Company”), to _____________ (the “Participant”), as an Other Equity-Based Award issued in accordance with and subject to the provisions of the Company’s Equity Incentive Plan, as amended through the date hereof (the “Plan”), and the Agreement of Limited Partnership, dated as of April 21, 2010, as amended through the date hereof (the “Partnership Agreement”) of Chatham Lodging, L.P., a Delaware limited partnership (“Chatham OP”). A copy of the Plan has been made available to the Participant. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

CHATHAM LODGING TRUST UP TO $50,000,000 OF SHARES SALES AGREEMENT
Sales Agreement • January 13th, 2015 • Chatham Lodging Trust • Real estate investment trusts • New York

CHATHAM LODGING TRUST, a Maryland real estate investment trust (the “Company”), and CHATHAM LODGING, L.P., a Delaware limited partnership (the “Operating Partnership”), confirm their agreement (this “Agreement”) with Barclays Capital Inc. (“Barclays”), as follows:

AGREEMENT OF PURCHASE AND SALE dated as of May 3, 2011 between KPA RIMV, LLC, KPA RIGG, LLC KPA TYSONS CORNER RI, LLC, KPA WASHINGTON DC, LLC and KPA SAN ANTONIO, LLC collectively, as SELLERS, and CHATHAM LODGING, L.P., as PURCHASER Double Tree,...
Purchase and Sale Agreement • August 11th, 2011 • Chatham Lodging Trust • Real estate investment trusts • New York

THIS AGREEMENT OF PURCHASE AND SALE (this “Agreement”), dated as of May 3, 2011 (“Effective Date”), between KPA RIMV, LLC, a Delaware limited liability company (“KPA Mission Valley”), KPA RIGG, LLC, a Delaware limited liability Company (“KPA Garden Grove”), KPA TYSONS CORNER RI, LLC, a Delaware limited liability company (“KPA Tysons Corner”). KPA WASHINGTON DC LLC, a Delaware limited liability company (“KPA Washington DC”), and KPA SAN ANTONIO, LLC, a Delaware limited liability company (“KPA San Antonio,” and each of KPA Mission Valley, KPA Garden Grove, KPA Tysons Corner and KPA Washington DC, a “Seller,” and collectively, the “Sellers”), and CHATHAM LODGING, L.P., a Delaware limited partnership (the “Purchaser”).

CHATHAM LODGING TRUST UP TO $50,000,000 OF SHARES CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT
Sales Agreement • January 31st, 2014 • Chatham Lodging Trust • Real estate investment trusts • New York

CHATHAM LODGING TRUST, a Maryland real estate investment trust (the “Company”), and CHATHAM LODGING, L.P., a Delaware limited partnership (the “Operating Partnership”), confirm their agreement (this “Agreement”) with Cantor Fitzgerald & Co. (“CF&Co”), as follows:

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FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
Purchase and Sale Agreement • February 12th, 2010 • Chatham Lodging Trust • Real estate investment trusts

This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“First Amendment”) is dated as of this 24th day of December, 2009 and is made by and between each of the parties named on Exhibit A hereto (each, individually, “Seller” and, collectively, “Sellers”), and CHATHAM LODGING TRUST, a Maryland real estate investment trust (“Purchaser”).

AGREEMENT
Agreement • March 18th, 2014 • Chatham Lodging Trust • Real estate investment trusts • New York

This AGREEMENT (this “Agreement”) is entered into as of this 16th day of March 2014, by and among Chatham Lodging Trust, a Maryland real estate investment trust (the “Trust”), and the entities and persons listed on Schedule A (collectively, the “HG Vora Group”).

AGREEMENT OF PURCHASE AND SALE dated as of June 17, 2010 between HOLTSVILLE HOTEL GROUP LLC, a Delaware limited liability company and FB HOLTSVILLE UTILITY LLC, a Delaware limited liability company as Seller, and CHATHAM HOLTSVILLE RI LLC, a Delaware...
Purchase and Sale Agreement • August 13th, 2010 • Chatham Lodging Trust • Real estate investment trusts • New York

THIS AGREEMENT OF PURCHASE AND SALE (“Agreement”), dated as of the 17th day of June, 2010, between HOLTSVILLE HOTEL GROUP LLC, a Delaware limited liability company (the “Hotel Seller”) FB HOLTSVILLE UTILITY LLC, a Delaware limited liability company (the “Utility Seller” and, together with the Hotel Seller, the “Seller”), and CHATHAM HOLTSVILLE RI LLC, a Delaware limited liability company (the “Purchaser”), provides:

SECOND AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF CHATHAM LODGING, L.P. DESIGNATION OF 6.625% SERIES A CUMULATIVE REDEEMABLE PREFERRED UNITS June 28, 2021
Agreement of Limited Partnership • June 28th, 2021 • Chatham Lodging Trust • Real estate investment trusts

Pursuant to Section 4.02 and Article XI of the Agreement of Limited Partnership of Chatham Lodging, L.P., as amended (the “Partnership Agreement”), Chatham Lodging Trust (the “General Partner”) hereby amends the Partnership Agreement as follows in connection with the issuance of 6.625% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share (the “Series A Preferred Shares”), of Chatham Lodging Trust and the issuance to the General Partner of Series A Preferred Units (as defined below) in exchange for the contribution by the General Partner of the net proceeds from the issuance and sale of the Series A Preferred Shares:

HUNTON & WILLIAMS LLP RIVERFRONT PLAZA, EAST TOWER 951 EAST BYRD STREET RICHMOND, VIRGINIA 23219-4074 TEL 804 • 788 • 8200 FAX 804 • 788 • 8218
Underwriting Agreement • September 24th, 2014 • Chatham Lodging Trust • Real estate investment trusts

We have acted as counsel to Chatham Lodging Trust, a Maryland real estate investment trust (the “Company”), in connection with the preparation of a Form S-3 registration statement (File No. 333-193389) declared effective by the Securities and Exchange Commission on January 30, 2014 (the “Registration Statement”), with respect to the offer and sale of common shares of beneficial interest, par value $0.01 per share, of the Company (the “Common Shares”), preferred shares of beneficial interest, par value $0.01 per share, of the Company (the “Preferred Shares”), warrants entitling the holders to purchase Common Shares or Preferred Shares, and units comprising one or more of the preceding securities of the Company to be offered from time-to-time, having an aggregate public offering price not to exceed $500,000,000, and the offer and sale of 6,900,000 Common Shares pursuant to a preliminary prospectus supplement filed on September 18, 2014 and a final prospectus supplement filed on September

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 4th, 2009 • Chatham Lodging Trust • Maryland

The offer and sale of the common shares of beneficial interest, par value $0.01 per share (the “Shares”), of Chatham Lodging Trust, a Maryland real estate investment trust (the “Company”), to the undersigned (the “Investor”) are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), but rather are being made privately by the Company pursuant to the private placement exemption from the registration requirements provided in Section 4(2) of the Securities Act and Rule 506 of Regulation D (“Regulation D”) promulgated thereunder by the Securities and Exchange Commission.

Attached is the Amended and Restated Limited Liability Company Agreement of INK Acquisition II LLC, dated as of October 27, 2011, made by and between CRE-INK Member II, Inc. (“Cerberus”) and Chatham TRS Holding Inc. The joint venture between...
Limited Liability Company Agreement • March 9th, 2012 • Chatham Lodging Trust • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of INK Acquisition II LLC, a Delaware limited liability company (the “Company”), is made effective as of the Closing Date (as defined below) (this “Agreement”), by and between CRE-Ink Member II Inc. (“Cerberus”) and Chatham TRS Holding Inc. (“Chatham”, and, together with Cerberus and any other Person who becomes a member of the Company from time to time in accordance with the provisions hereof, the “Members”).

FIRST AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF CHATHAM LODGING, L.P. DESIGNATION OF CLASS A PERFORMANCE LTIP UNITS Effective as of June 1, 2015
Agreement of Limited Partnership • August 6th, 2015 • Chatham Lodging Trust • Real estate investment trusts

Pursuant to Section 4.02 and Article XI of the Agreement of Limited Partnership of Chatham Lodging, L.P. (the “Partnership Agreement”), Chatham Lodging Trust, a Maryland real estate investment trust, as the General Partner (as defined in the Partnership Agreement), hereby amends the Partnership Agreement, effective as of June 1, 2015, as follows in connection with the designation and issuance of Class A Performance LTIP Units (as defined below):

SEPARATION AGREEMENT
Separation Agreement • March 6th, 2020 • Chatham Lodging Trust • Real estate investment trusts

THIS SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered into on this 5th day of March, 2020 by and between Peter Willis (the “Executive”) and Chatham Lodging Trust (the “Company”) with respect to the end of Executive’s employment with the Company, and all issues, disputes, controversies, and other matters related thereto:

AGREEMENT OF PURCHASE AND SALE dated as of May 18, 2010 between The parties designated on Exhibit A, as Sellers, and CHATHAM LODGING TRUST, a Maryland real estate investment trust as Purchaser Residence Inn White Plains, New York Hampton Inn & Suites...
Purchase and Sale Agreement • August 13th, 2010 • Chatham Lodging Trust • Real estate investment trusts • Pennsylvania

THIS AGREEMENT OF PURCHASE AND SALE (“Agreement”), dated as of the 18th day of May, 2010, between each of the parties named on Exhibit A hereto (each, individually, a “Seller” and, collectively, acting together jointly and severally, the “Sellers”), and CHATHAM LODGING TRUST, a Maryland real estate investment trust (the “Purchaser”), provides:

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 13th, 2013 • Chatham Lodging Trust • Real estate investment trusts • New York

FIRST AMENDMENT, dated as of December 11, 2013 (this “Amendment”) to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 5, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CHATHAM LODGING TRUST, a Maryland real estate investment trust (the “REIT”), CHATHAM LODGING, L.P., a Delaware limited partnership (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), BARCLAYS BANK PLC and REGIONS CAPITAL MARKETS, as joint lead arrangers and bookrunners (in such capacity, the “Arrangers”), REGIONS BANK, as syndication agent (in such capacity, the “Syndication Agent”), CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, UBS SECURITIES LLC and U.S. BANK NATIONAL ASSOCIATION, as co-documentation agents (in such capacity, the “Co-Documentation Agents”), and BARCLAYS BANK PLC, as administrative agent (in such capacity, the “Administrative Agent”).

AGREEMENT OF PURCHASE AND SALE dated as of August 6, 2010 between New Roc Hotels, LLC, a New York limited liability company as Seller and CHATHAM LODGING TRUST, a Maryland real estate investment trust as Purchaser Residence Inn New Rochelle New...
Purchase and Sale Agreement • October 28th, 2010 • Chatham Lodging Trust • Real estate investment trusts • New York

THIS AGREEMENT OF PURCHASE AND SALE (this “Agreement”), dated as of the 6th day of August, 2010, between NEW ROC HOTELS, LLC, a New York limited liability company (the “Seller”), and CHATHAM LODGING TRUST, a Maryland real estate investment trust (the “Purchaser”), provides:

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