SUBSCRIPTION AGREEMENT
Exhibit 10.8
Dear Sirs:
In connection with a proposed purchase of common shares of beneficial interest, $0.01 par
value per share (the “Shares”), of Pebblebrook Hotel Trust, a Maryland real estate investment trust
(the “Company”), from the Company, the undersigned (the “Investor”) hereby confirms and certifies
that:
1. Upon the terms and subject to the conditions set forth in this Subscription Agreement, the
Investor irrevocably subscribes for and agrees to purchase from the Company the number and amount
of Shares set forth on the signature page of this Subscription Agreement (the “Investor’s Shares”)
at a price per share equal to the public offering price per share in the Company’s underwritten
initial public offering (the “Offering”) (the “Purchase Price”). The Investor understands and
agrees that the Company reserves the right to accept or reject the Investor’s subscription for the
Shares for any reason or for no reason, in whole or in part, at any time prior to its acceptance by
the Company, and the same shall be deemed to be accepted by the Company only when this Subscription
Agreement is signed by a duly authorized person by or on behalf of the Company; the Company may do
so in counterpart form. The Investor understands and agrees that there is no minimum amount of
Shares required to be sold by the Company in the Offering. In the event of rejection of the
Investor’s entire subscription by the Company or the termination of this Subscription Agreement in
accordance with the immediately preceding sentence, the Investor’s payment hereunder will be
returned promptly to the Investor, and this Subscription Agreement shall have no force or effect.
2. The Investor agrees to deliver the Purchase Price for the Investor’s Shares by wire
transfer or check payable to the Company on the closing date of the Offering.
3. The Investor represents and warrants that it is an “accredited investor” within the meaning
of Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”),
as noted on Schedule A (Eligibility Representations of the Investor), which is attached hereto and
incorporated by reference herein and made a part of this Subscription Agreement, and it is
purchasing the Investor’s Shares only on its own behalf and not for the account of any other person
or entity.
4. The Investor understands that the Investor’s Shares are being offered in a transaction not
involving any public offering within the United States within the meaning of the Securities Act and
that the Shares have not been registered under the Securities Act or the securities laws of any
jurisdiction and, unless so registered, may not be sold except (a) to the Company or a subsidiary
thereof, (b) pursuant to a registration statement that has been declared effective under the
Securities Act or (c) pursuant to an exemption from the registration requirements of the Securities
Act, and subject to compliance with any applicable securities laws of any jurisdiction. The
Investor understands and agrees that the transfer agent for the Shares will not be required to
accept for registration of transfer any of the Shares acquired by it, except upon presentation of
evidence satisfactory to the Company and the transfer agent that the foregoing restrictions on
transfer have been complied with. The Investor acknowledges that the Company and the transfer agent
for the Shares reserve the right, prior to any offer, sale or other transfer of the Shares, to
require the delivery of an opinion of counsel, certifications and/or other information satisfactory
to the Company and the transfer agent for the Shares that the foregoing restrictions have been
complied with.
5. The Investor acknowledges that it has received such information as the Investor deems
necessary in order to make an investment decision with respect to the Investor’s Shares. The
Investor and his advisor(s), if any, have had the right to ask questions of and receive answers
from the Company and its officers and trustees, and to obtain such information concerning the terms
and conditions of the offering of the Investor’s Shares as the Investor and his advisor(s), if any,
deem relevant to making an investment decision with respect to the Investor’s Shares. The Investor
represents and agrees that the prior to the Investor’s agreement to purchase the Investor’s Shares,
the Investor and his advisor(s), if any, have asked such questions, received such answers and
obtained such information as the Investor and its advisor(s), if any, deem relevant to making an
investment decision with respect to the Investor’s Shares.
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6. The Investor represents and warrants that the Investor has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and risks of an investment
in the Shares, and the Investor is able to bear the economic risk of such investment and can afford
the complete loss of such investment. The Investor is aware that there are substantial risks
incident to the purchase of the Shares.
7. The Investor represents and warrants that (a) the Investor is acquiring the Shares for its
own account for investment purposes and not with a view to, or for offer or sale in connection
with, any distribution in violation of the Securities Act, and (b) the Investor is aware of the
restrictions on transfer contained in the Company’s Amended and Restated Declaration of Trust
relating to the Shares.
8. The Investor is an “affiliate” (as defined in Rule 144 of the Securities Act) of the
Company.
9. The Investor is at least 21 years of age and the Investor has adequate means of providing
for all his current and foreseeable needs and personal contingencies and has no need for liquidity
in this investment.
10. The Investor acknowledges that the Company, the Company’s counsel and others will rely on
the acknowledgments, understandings, agreements, representations and warranties contained in this
Subscription Agreement. The Investor agrees to promptly notify the Company if any of the
acknowledgments, understandings, agreements, representations and warranties set forth herein change
or are no longer accurate.
11. The Investor represents and warrants that the execution, delivery and performance of this
Subscription Agreement by the Investor are within the powers of the Investor, have been duly
authorized and will not constitute or result in a breach or default under or conflict with any
order, ruling or regulation of any court or other tribunal or of any governmental commission or
agency, or any agreement or other undertaking, to which the Investor is a party or by which the
Investor is bound. The signature on this Subscription Agreement is genuine, and the Investor has
legal competence and capacity to execute the same, and this Subscription Agreement constitutes a
legal, valid and binding obligation of the Investor, enforceable in accordance with its terms.
12. Neither this Subscription Agreement nor any rights that may accrue to the Investor may be
transferred or assigned.
13. The Company is entitled to rely upon this Subscription Agreement and is irrevocably
authorized to produce this Subscription Agreement or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the matters covered hereby.
THIS SUBSCRIPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF MARYLAND, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD
OTHERWISE REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER STATE.
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IN WITNESS WHEREOF, the Investor has caused this Subscription Agreement to be executed as of the
date set forth below.
Signature of Investor
|
Signature of Joint Investor, if applicable | |
Name of Investor. Please indicate name and capacity of
person signing above if the investor is other than a
natural person.
|
Name of Joint Investor, if applicable. Please indicate name and capacity of person signing above if the joint investor is other than a natural person. | |
Name in which Shares are to be registered (if different)
|
Date: , 2009 | |
| The Investor’s State of residence is: | ||
If there are joint investors, please check one: |
||
o Joint Tenants with Rights of Survivorship |
||
o Tenants-in-Common |
||
o Community Property |
||
Investor’s Tax ID No. or E.I.N.
|
Joint Investor’s Tax ID No. or E.I.N. | |
Business Address—Street
|
Mailing Address—Street (if different) | |
City
State
Zip
|
City State Zip | |
Attn.:
|
Attn.: | |
Telephone No.:
|
Telephone No.: | |
Facsimile No.:
|
Facsimile No.: | |
Email:
|
Email: | |
Number of Shares Subscribed For:
|
Subscription Amount: $ | |
You must pay the full Subscription Amount pursuant to the instructions provided by the Company.
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SCHEDULE A
ELIGIBILITY REPRESENTATIONS OF THE INVESTOR
| A. | ACCREDITED INVESTOR STATUS (PLEASE CHECK ALL THAT APPLY): |
| 1. | o | I am a trustee or executive officer of the Company. | |
| 2. | o | I am a natural person and have a net worth, either alone or with my spouse, of more than $1,000,000. | |
| 3. | o | I am a natural person and had income in excess of $200,000 during each of the previous two years and reasonably expect to have income in excess of $200,000 during the current year, or joint income with my spouse in excess of $300,000 during each of the previous two years and reasonably expect to have joint income in excess of $300,000 during the current year. |
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IN WITNESS WHEREOF, Pebblebrook Hotel Trust has accepted this Subscription Agreement as of the date
set forth below.
| PEBBLEBROOK HOTEL TRUST | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
Date: , 2009
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