THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND CANNOT BE SOLD OR TRANSFERRED
UNLESS AND UNTIL THEY ARE SO REGISTERED OR UNLESS AN EXEMPTION UNDER SUCH ACT OR
LAWS IS AVAILABLE.
LASALLE HOTEL PROPERTIES
Common Share Purchase Right
LaSalle Hotel Properties (the "Company"), a Maryland real estate investment
trust, hereby certifies that, for value received, [Steinhardt/Cargill], or
assigns, is entitled, subject to the terms set forth below, to purchase from the
Company [Common Shares of the Company equal to 1.155%/0.88% of IPO Total Equity
Value] (_____________) fully paid and non-assessable common shares of beneficial
interest, par value $.01 per share, of the Company (the "Common Shares"), at a
purchase price, subject to the provisions of Paragraph 3 hereof, of [IPO Price]
per share (the "Purchase Price") at any time and from time to time after one
year from the date of issuance and prior to [ten years from IPO Date]. The
number and character of such shares are subject to adjustment as provided below,
and the term "Common Share" shall mean, unless the context otherwise requires,
the shares of beneficial interest, stock or other securities or property at the
time deliverable upon the exercise of this Right.
1. EXERCISE OF RIGHT. The purchase rights evidenced by this Right shall
be exercised by the holder hereof ("Holder") surrendering this Right, with the
form of subscription at the end hereof duly executed by such Holder, to the
Company at its office in New York, New York (or such other office as may be
designated by the Company from time to time), accompanied by payment of the
Purchase Price (as provided below). This Right may be exercised for less than
the full number of Common Shares at the time called for hereby, in which case
the number of shares receivable upon the exercise of this Right as a whole, and
the sum payable upon the exercise of this Right as a whole, shall be
proportionately reduced. Upon any such partial exercise, the Company at its
expense will forthwith issue to the Holder hereof a new Right or Rights of like
tenor calling for the number of Common Shares as to which rights have not been
exercised, such Right or Rights to be issued in the name of the Holder hereof or
his nominee.
The Purchase Price may be paid, at the election of the Holder of this
Right: (i) in cash (by readily available funds wire transfer) or by certified or
bank cashier's check; (ii) through the delivery to the Company of other
securities, including other Rights in addition to those then being exercised, to
be credited in full against the Purchase Price in an amount equal to the Current
Market Value thereof, as determined in accordance with Paragraph 3 hereof; (iii)
if exercised in connection with any registered public offering of the Company's
Common Shares, by payment arrangements calling for the delivery to the Company
from proceeds of the sale of the Common Shares to be sold by the Holder in such
public offering of an amount equal to the Purchase Prices for the Common Shares
for which this Right is then being exercised; or (iv) by any combination of the
foregoing. The Board of Trustees shall respond promptly in writing to an
inquiry by the Holder as to the fair market value of any securities the Holder
may wish to deliver to the Company pursuant to clause (ii) above.
The Holder may elect to receive, without the payment by the Holder of any
other Purchase Price or additional consideration, Common Shares equal to the
value of this Right or any portion hereof by the surrender of this Right (or
such portion of this Right being so exercised) together with the Net Issue
Election Notice annexed hereto duly executed, at the office of the Company.
Thereupon, the Company shall issue to the Holder such number of fully paid and
nonassessable Common Shares as is computed using the following formula:
X = Y (A-B)
-------
A
where X= the number of Common Shares to be issued to the Holder
Y= the number of Common Shares covered by this Right in respect of
which the net issue election is made
A= the Current Market Value of one Common Share as determined in
accordance with Paragraph 3 hereof
B= the Purchase Price in effect under this Right at the time the net
issue election is made
The Board of Trustees shall respond promptly in writing to an inquiry by the
Holder as to the Current Market Value of a Common Share.
2. DELIVERY OF STOCK CERTIFICATES ON EXERCISE. As soon as practicable
after the exercise of this Right and payment of the Purchase Price, and in any
event within five (5) business days thereafter, the Company, at its expense,
will cause to be issued in the name of and delivered to the Holder hereof a
certificate or certificates for the number of fully paid and non-assessable
Common Shares or other securities or property to which such Holder shall be
entitled upon such exercise, plus, in lieu of any fractional share interest to
which such Holder would otherwise be entitled, cash equal to such fraction
multiplied by the then current market value of one full Common Share or other
securities to which such Holder shall be so entitled.
3. ADJUSTMENT FOR ISSUE OR SALE OF COMMON SHARES AT LESS THAN PURCHASE
PRICE. In case, at any time or from time to time after the date of issuance of
this Right ("Issuance Date"), the Company shall issue Common Shares (other than
(i) securities outstanding on the date hereof, (ii) awards made pursuant to any
company stock option plan awarded to officers, the Company's Board of Trustees,
employees or advisors to the Company, or (iii) awards made pursuant to any
incentive compensation plan or arrangement approved by the Company's Board of
Trustees or by the Compensation Committee of the Company's Board of Trustees,
(such securities, collectively, the "Subject Securities")) for a consideration
per share less than the Current Market Price (as defined below) per share (the
Current Market Price being the "Trigger Price") (or, if a Pro Forma Adjusted
2
Trigger Price shall be in effect as provided below in this Paragraph 3, then
less than such Pro Forma Adjusted Trigger Price per share), then and in each
such case the Holder of this Right, upon the exercise hereof as provided in
Paragraph 1 hereof, shall be entitled to receive, in lieu of Common Shares
theretofore receivable upon the exercise of this Right, a number of Common
Shares determined by (a) dividing the Trigger Price by a Pro Forma Adjusted
Trigger Price per share to be computed as provided below in this Paragraph 3,
and (b) multiplying the resulting quotient by the number of Common Shares called
for on the face of this Right. A Pro Forma Adjusted Trigger Price per share
shall be the price computed (to the nearest cent, a fraction of half cent or
more being considered a full cent):
by dividing (i) the sum of (x) the result obtained
by multiplying the number of Common Shares of the
Company outstanding immediately prior to such issue
or sale by the Trigger Price (or, if a prior Pro Forma
Adjusted Trigger Price shall be in effect, by such
Price), and (y) the consideration, if any, received
by the Company upon such issue or sale, by (ii) the
number of Common Shares of the Company outstanding
immediately after such issue or sale.
For the purposes hereof, the Current Market Price per Common Share on any
date shall be deemed to be the average of the daily closing prices for the 10
consecutive Business Days before the day in question. The closing price for
each day shall be the last reported sales price regular way or, in case no such
reported sale takes place on such day, the average of the reported closing bid
and asked prices regular way, in either case on the New York Stock Exchange or,
if such Common Shares are not listed or admitted to trading on such Exchange, on
the principal national securities exchange on which such Common Shares are
listed or admitted to trading or, if not listed or admitted to trading on any
national securities exchange, on the National Association of Securities Dealers
Automated Quotations National Market System or, if such Common Shares are not
listed or admitted to trading on any national securities exchange or quoted on
such National Market System, the average of the closing bid and asked prices in
the over-the-counter market as furnished by any New York Stock Exchange member
firm selected from time to time by the Company for the purpose. In the event
that no such market trading exists, the current market price of such Common
Shares will be determined by three independent nationally recognized investment
banking firms selected by the Company in such manner as the Board of Trustees or
an authorized committee thereof deems appropriate. "Business Day" means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which the
principal national securities exchange on which the Common Shares are listed or
the NASDAQ National Market System, if the shares are quoted thereon or neither
is applicable, the New York Stock Exchange, is closed for trading. If any other
securities of the Company valued with reference to this Paragraph 3, their
Current Market Value shall be determined in a manner consist with the foregoing
provisions of this paragraph.
For the purpose of this Paragraph 3:
3.1. Stock Splits, Dividends, etc., in Common Shares or Convertible
--------------------------------------------------------------
Securities. In case the Company splits its Common Shares or shall declare any
----------
dividend, or make any other distribution, upon any beneficial interest or other
securities of the Company of any class payable in Common Shares, or in any
beneficial interest or other securities directly or indirectly convertible into
or exchangeable for Common Shares (any such beneficial interest or other
3
securities being hereinafter called "Convertible Securities"), such split,
declaration or distribution shall be deemed to be an issue or sale (as of the
record date for such split, dividend or other distribution), without
consideration, of such Common Shares or such Convertible Securities, as the case
may be.
3.2. Issuance or Sale of Convertible Securities. In case the Company
------------------------------------------
shall issue or sell any Convertible Securities other than the Subject
Securities, there shall be determined the price per share for which Common
Shares are issuable upon the conversion or exchange thereof, such determination
to be made by dividing (a) the total amount received or receivable by the
Company as consideration for the issue or sale of such Convertible Securities,
plus the minimum aggregate amount of additional consideration, if any, payable
to the Company upon the conversion or exchange thereof, by (b) the maximum
number of Common Shares of the Company issuable upon the conversion or exchange
of all such Convertible Securities.
If the price per share so determined shall be less than the Trigger
Price (or, if a Pro Forma Adjusted Trigger Price shall be in effect, less than
such price) as of the date of such issue or sale, then such issue or sale shall
be deemed to be an issue or sale for cash (as of the date of issue or sale of
such Convertible Securities) of such maximum number of Common Shares at the
price per share so determined, provided that, if such Convertible Securities
shall by their terms provide for an increase or increases, with the passage of
time, in the amount of additional consideration, if any, payable to the Company,
or in the rate of exchange, upon the conversion or exchange thereof, the Pro
Forma Adjusted Trigger Price per share shall, forthwith upon any such increase
becoming effective, be readjusted to reflect the same, and provided, further,
that upon the expiration of such rights of conversion or exchange of such
Convertible Securities, if any thereof shall not have been exercised, the Pro
Forma Adjusted Trigger Price per share shall forthwith be readjusted and
thereafter be the price which it would have been had an adjustment been made on
the basis that the only Common Shares so issued or sold were those issued or
sold upon the conversion or exchange of such Convertible Securities, and that
they were issued or sold for the consideration actually received by the Company
upon such conversion or exchange, plus the consideration, if any, actually
received by the Company for the issue or sale of all such Convertible Securities
which shall have been converted or exchanged.
3.3. Grant of Rights or Options for Common Shares. In case the Company
--------------------------------------------
shall grant any rights or options to subscribe for, purchase or otherwise
acquire Common Shares of any class other than the Subject Securities, there
shall be determined the price per share for which Common Shares are issuable
upon the exercise of such rights or options, such determination to be made by
dividing (a) the total amount, if any, received or receivable by the Company as
consideration for the granting of such rights or options, plus the minimum
aggregate amount of additional consideration, if any, payable to the Company
upon the exercise of such rights or options, by (b) the maximum number of Common
Shares issuable upon the exercise of such rights or options.
If the price per share so determined shall be less than the Trigger
Price (or, if a Pro Forma Adjusted Trigger Price shall be in effect, less than
such price) as of the date of such issue or sale, then the granting of such
rights or options shall be deemed to be an issue or sale for cash (as of the
date of the granting of such rights or options) of such maximum number of Common
Shares at the price per share so determined, provided that, if such rights or
options
4
shall by their terms provide for an increase or increases, with the passage of
time, in the amount of additional consideration, if any, payable to the Company
upon the exercise thereof, the Pro Forma Adjusted Trigger Price per share shall,
forthwith upon any such increase becoming effective, be readjusted to reflect
the same, and provided, further, that upon the expiration of such rights or
options, if any thereof shall not have been exercised, the Pro Forma Adjusted
Trigger Price per share shall forthwith be readjusted and thereafter be the
price which it would have been had an adjustment been made on the basis that the
only Common Shares so issued or sold were those issued or sold upon the exercise
of such rights or options and that they were issued or sold for the
consideration actually received by the Company upon such exercise, plus the
consideration, if any, actually received by the Company for the granting of all
such rights or options, whether or not exercised.
3.4. Grant of Rights or Options for Convertible Securities. In case the
-----------------------------------------------------
Company shall grant any rights or options to subscribe for, purchase or
otherwise acquire Convertible Securities other than the Subject Securities, such
Convertible Securities shall be deemed, for the purposes of subparagraph 3.2.
above, to have been issued or sold for the total amount received or receivable
by the Company as consideration for the granting of such rights or options plus
the minimum aggregate amount of additional consideration, if any, payable to the
Company upon the exercise of such rights or options, provided that, upon the
expiration of such rights or options, if any thereof shall not have been
exercised, the Pro Forma Adjusted Trigger Price per share shall forthwith be
readjusted and thereafter be the price which it would have been had an
adjustment been made upon the basis that the only Convertible Securities so
issued or sold were those issued or sold upon the exercise of such rights or
options and that they were issued or sold for the consideration actually
received by the Company upon such exercise, plus the consideration, if any,
actually received by the Company for the granting of all such rights or options,
whether or not exercised.
3.5. Dilution in Case of Other Beneficial Interests or Securities. In
------------------------------------------------------------
case any shares of beneficial interest or other securities, other than Common
Shares of the Company, shall at any time be receivable upon the exercise of this
Right, and in case any additional shares of such beneficial interest or any
additional such securities (or any beneficial interest or other securities
convertible into or exchangeable for any such beneficial interest or securities)
shall be issued or sold for a consideration per share such as to dilute the
purchase rights evidenced by this Right, then and in each such case the Pro
Forma Adjusted Trigger Price per share shall forthwith be adjusted,
substantially in the manner provided for above in this Paragraph 3, so as to
protect the Holder of this Right against the effect of such dilution.
3.6. Expenses, etc., Deducted. In case any Common Shares or Convertible
------------------------
Securities or any rights or options to subscribe for, purchase or otherwise
acquire any Common Share or Convertible Securities shall be issued or sold for
cash, the consideration received therefor shall be deemed to be the amount
received by the Company therefor, after deducting any expenses incurred and any
underwriting or similar commissions, compensation or concessions paid or allowed
by the Company in connection with such issue or sale.
3.7. Determination of Consideration. In case any Common Shares or
------------------------------
Convertible Securities or any rights or options to subscribe for, purchase or
otherwise acquire any Common Shares or Convertible Securities shall be issued or
sold for a consideration other than cash (or a
5
consideration which includes cash and other assets) then, for the purpose of
this Paragraph 3, the Board of Trustees of the Company shall promptly determine
the fair value of such consideration, and such Common Shares, Convertible
Securities, rights or options shall be deemed to have been issued or sold on the
date of such determination in good faith. Such value shall not be more than the
amount at which such consideration is recorded in the books of the Company for
accounting purposes except in the case of an acquisition accounted for on a
pooling of interest basis. In case any Common Shares or Convertible Securities
or any rights or options to subscribe for, purchase or otherwise acquire any
Common Shares or Convertible Securities shall be issued or sold together with
other stock or securities or other assets of the Company for a consideration
which covers both, the Board of Trustees of the Company shall promptly determine
in good faith what part of the consideration so received is to be deemed to be
the consideration for the issue or sale of such Common Shares or Convertible
Securities or such rights or options.
The Company covenants and agrees that, should any determination of
fair value of consideration or of allocation of consideration be made by the
Board of Trustees of the Company, pursuant to this subparagraph 3.7, it will,
not less than seven (7) days after any and each such determination, deliver to
the Holder of this Right a certificate signed by the President or a Vice
President and the Treasurer or an Assistant Treasurer of the Company reciting
such value as thus determined and setting forth the nature of the transaction
for which such determination was required to be made, the nature of any
consideration, other than cash, for which Common Shares, Convertible Securities,
rights or options have been or are to be issued, the basis for its valuation,
the number of Common Shares which have been or are to be issued, and a
description of any Convertible Securities, rights or options which have been or
are to be issued, including their number, amount and terms.
3.8. Record Date Deemed Issue Date. In case the Company shall take a
-----------------------------
record of the Holders of shares of any class for the purpose of entitling them
(a) to receive a dividend or a distribution payable in Common Shares or in
Convertible Securities, or (b) to subscribe for, purchase or otherwise acquire
Common Shares or Convertible Securities, then such record date shall be deemed
to be the date of the issue or sale of the Common Shares issued or sold or
deemed to have been issued or sold upon the declaration of such dividend or the
making of such other distribution, or the date of the granting of such rights of
subscription, purchase or other acquisition, as the case may be.
3.9. Shares Considered Outstanding. The number of Common Shares
-----------------------------
outstanding at any given time shall include shares issuable in respect of scrip
certificates issued in lieu of fractions of Common Shares, but shall exclude
shares in the treasury of the Company.
3.10. Duration of Pro Forma Adjusted Trigger Price. Following each
--------------------------------------------
computation or readjustment of a Pro Forma Adjusted Trigger Price as provided in
this Paragraph 3, the newly computed or adjusted Pro Forma Adjusted Trigger
Price shall remain in effect until a further computation or readjustment thereof
is required by this Paragraph 3.
4. ADJUSTMENT FOR DIVIDENDS IN OTHER SHARES OF BENEFICIAL INTEREST ,
PROPERTY, ETC.; RECLASSIFICATIONS, ETC. In case at any time or from time to
time after the Issuance Date the holders of the Common Shares of the Company of
any class (or any other shares of beneficial interest or other securities at the
time receivable upon the
6
exercise of this Right) shall have received, or, on or after the record date
fixed for the determination of eligible shareholders, shall have become entitled
to receive:
(a) other or additional shares or other securities or property (other
than cash) by way of dividend;
(b) any cash paid or payable out of capital or paid-in surplus or
surplus created as a result of a revaluation of property by way of
dividend; or
(c) other or additional (or less) shares or other securities or
property (including cash) by way of stock-split, spin-off, split-off,
split-up, reclassification, combination of shares or similar corporate
rearrangement;
(other than additional Common Shares issued to holders of Common Shares as a
stock dividend or stock-split, adjustments in respect of which shall be covered
by the provisions of Paragraph 3 hereof), then in each case the Holder of this
Right, upon the exercise hereof as provided in Paragraph 1 hereof, shall be
entitled to receive, in lieu of, or in addition to, as the case may be, the
shares theretofore receivable upon the exercise of this Right, the amount of
shares or other securities or property (including cash in the cases referred to
in clauses (b) and (c) above) which such Holder would hold on the date of such
exercise if, on the Issuance Date, he had been the holder of record of the
number of Common Shares of the Company called for on the face of this Right and
had thereafter, during the period from the Issuance Date to and including the
date of such exercise, retained such shares and/or all other or additional (or
less) stock or other securities or property (including cash in the cases
referred to in clauses (b) and (c) above) receivable by him as aforesaid during
such period, giving effect to all adjustments called for during such period by
Paragraphs 3 and 5 hereof.
5. ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC. In case of
any reorganization of the Company (or any other trust, corporation, or other
entity the shares or other securities of which are at the time deliverable on
the exercise of this Right) after the date hereof, or in case, after such date,
the Company (or any such other trust, corporation or other entity) shall
consolidate with or merge into another trust, corporation, or other entity or
convey all or substantially all its assets to another trust, corporation or
other entity, then and in each such case the Holder of this Right, upon the
exercise hereof as provided in Paragraph 1 hereof, at any time after the
consummation of such reorganization, consolidation, merger or conveyance, shall
be entitled to receive the shares or other securities or property to which such
Holder would have been entitled upon such consummation if such Holder had
exercised this Right immediately prior thereto, all subject to further
adjustments as provided in Paragraphs 3 and 4 hereof; in each such case, the
terms of this Right shall be applicable to the shares or other securities or
property receivable upon the exercise of this Right after such consummation.
6. NO DILUTION OR IMPAIRMENT. The Company will not, by amendment of its
declaration of trust or through reorganization, consolidation, merger,
dissolution, sale of assets or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms of this Right, but will
at all times in good faith assist in the carrying out of all such terms and in
the taking of all such action as may be necessary or appropriate in order to
protect
7
the rights of the Holder hereof against dilution or other impairment. Without
limiting the generality of the foregoing, the Company will not increase the par
value of any Common Shares receivable upon the exercise of this Right above the
amount payable therefor upon such exercise, and at all times will take all such
action as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and non-assessable stock upon the exercise of this
Right.
7. ACCOUNTANTS' CERTIFICATE AS TO ADJUSTMENTS. In each case of an
adjustment in the number of Common Shares or other shares, securities or
property receivable on the exercise of this Right, at the request of the Holder
of this Right the Company at its expense shall promptly cause independent public
accountants of recognized standing, selected by the Company, to compute such
adjustment in accordance with the terms of this Right and prepare a certificate
setting forth such adjustment and showing in detail the facts upon which such
adjustment is based, including a statement of (a) the consideration received or
to be received by the Company for any additional shares issued or sold or deemed
to have been issued or sold, (b) the number of Common Shares outstanding or
deemed to be outstanding and (c) the Pro Forma Adjusted Trigger Price. The
Company will forthwith mail a copy of each such certificate to the Holder of
this Right.
8. NOTICES OF RECORD DATE, ETC. In case:
(a) the Company shall take a record of the Holders of its Common
Shares (or other shares or securities at the time deliverable upon the
exercise of this Right) for the purpose of entitling or enabling them
to receive any dividend (other than a cash or stock dividend at the
same rate as the rate of the last cash or stock dividend theretofore
paid) or other distribution, or to exercise any preemptive right
pursuant to the Company's declaration of trust, or to receive any
right to subscribe for or purchase any shares of any class or any
other securities, or to receive any other right; or
(b) of any capital reorganization of the Company, any reclassification
of the beneficial interests or capital stock of the Company, any
consolidation or merger of the Company with or into another trust,
corporation, or other entity or any conveyance of all or substantially
all of the assets of the Company to another trust, corporation or
other entity; or
(c) of the voluntary or involuntary dissolution, liquidation or
winding up of the Company;
then, and in each such case, the Company will mail or cause to be mailed to the
Holder of this Right a notice specifying, as the case may be, (i) the date on
which a record is to be taken for the purpose of such dividend, distribution or
right, and stating the amount and character of such dividend, distribution or
right, or (ii) the date on which such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation or winding up is to
take place, and the times, if any is to be fixed, as of which the holders of
record of Common Shares (or such other shares or securities at the time
deliverable upon the exercise of this Right) shall be entitled to exchange their
Common Shares of any class (or such other shares or securities) for
8
reclassification, consolidation, merger, conveyance, dissolution, liquidation or
winding up or (iii) the amount and character of the shares or other securities
proposed to be issued or granted, the date of such proposed issuance or grant
and the persons or class of persons to whom such shares or other securities are
to be offered, issued or granted. Such notice shall be mailed at least thirty
(30) days prior to the date therein specified.
9. RESERVATION OF SHARES, ETC., ISSUABLE ON EXERCISE OF RIGHTS. The
Company will at all times reserve and keep available, solely for issuance and
delivery upon the exercise of this Right and other similar Rights, such Common
Shares and other shares, securities and property as from time to time shall be
issuable upon the exercise of this Right and all other similar Rights at the
time outstanding.
10. REPLACEMENT OF RIGHT. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Right and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement in an amount reasonably satisfactory to it, or (in the case
of mutilation) upon surrender and cancellation thereof, the Company will issue,
in lieu thereof, a new Right of like tenor.
11. REMEDIES. The Company stipulates that the remedies at law of the
Holder of this Right in the event of any default by the Company in its
performance of or compliance with any of the terms of this Right are not and
will not be adequate, and that the same may be specifically enforced.
12. NEGOTIABILITY, ETC. This Right is issued upon the following terms, to
all of which each taker or owner hereof consents and agrees:
(a) Title to this Right may be transferred by endorsement (by the
Holder hereof executing the form of assignment at the end hereof
including guaranty of signature) and delivery in the same manner as in
the case of a negotiable instrument transferable by endorsement and
delivery.
(b) Any person in possession of this Right properly endorsed is
authorized to represent himself as absolute owner hereof and is
granted power to transfer absolute title hereto by endorsement and
delivery hereof to a bona fide purchaser hereof for value; each prior
taker or owner waives and renounces all of his equities or rights in
this Right in favor of every such bona fide purchaser, and every such
bona fide purchaser shall acquire title hereto and to all rights
represented hereby.
(c) Until this Right is transferred on the books of the Company, the
Company may treat the registered Holder of this Right as the absolute
owner hereof for all purposes without being affected by any notice to
the contrary.
13. SUBDIVISION OF RIGHTS. This Right (as well as any new Rights issued
pursuant to the provisions of this paragraph) is exchangeable, upon the
surrender hereof by the Holder hereof, at the principal office of the Company
for any number of new Rights of like tenor and date representing in the
aggregate the right to subscribe for and purchase the number of Common Shares of
the Company which may be subscribed for and purchased hereunder.
9
14. REGISTRATION RIGHTS. The Holders of Rights shall have the
registration rights contained in the agreement attached as Exhibit A.
15. MAILING OF NOTICES, ETC. All notices, requests, claims, demands,
waivers and other communications hereunder shall be in writing and shall be
deemed to have been duly given when delivered by hand, when delivered by
courier, three days after being deposited in the mail (registered or certified
mail, postage prepaid, return receipt requested), or when received by facsimile
transmission upon receipt of a confirmed transmission report, as follows:
If to the Company: LaSalle Hotel Properties
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attention: President
and if to the Holder of this Right to the address furnished to the Company in
writing by the last Holder of this Right who shall have furnished an address to
the Company in writing. Either the Company or the Holder of this Right, by
notice given to the other parties hereto in accordance with this Section 15, may
change the address or facsimile transmission number to which such notice or
other communications are to be sent to such party.
16. HEADINGS, ETC. The headings in this Right are for purposes of
reference only, and shall not limit or otherwise affect the meaning hereof.
17. CHANGE, WAIVER, ETC. Neither this Right nor any term hereof may be
changed, waived, discharged or terminated orally but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
10
18. GOVERNING LAW. This Right shall be construed and enforced in
accordance with the laws of the State of New York.
LASALLE HOTEL PROPERTIES
Dated: [date of issuance]
Attest:
---------------------------------------
11
[To be signed only upon exercise of Right]
To LASALLE HOTEL PROPERTIES:
The undersigned, the Holder of the within Right, hereby irrevocably elects
to exercise the purchase right represented by such Right for, and to purchase
thereunder, ____________ Common Shares of ___________________ and herewith makes
payment of $____________ therefor, and requests that the certificates for such
shares be issued in the name of, and be delivered to, ____________, whose
address is ________________________.
Dated:
---------------------------------------
(Signature must conform in all respects
to name of Xxxxxx as specified on the face
of the Right)
Address:
12
Net Issue Election Notice
-------------------------
To: ______________________________ Date: ___________________
The undersigned hereby elects under Paragraph 1 to surrender the right to
purchase _____________ Common Shares pursuant to this Right. The certificate(s)
for the shares issuable upon such net issue election shall be issued in the name
of the undersigned or as otherwise indicated below.
_________________________________________
Signature
_________________________________________
Name for Registration
_________________________________________
Mailing Address
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[To be signed only upon transfer of Right]
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ________________________ the right represented by the within Right to
purchase the ____________ Common Shares of LASALLE HOTEL PROPERTIES to which the
within Right relates, and appoints ________________________ attorney to transfer
said right on the books of ___________________ with full power of substitution
in the premises.
Dated:
---------------------------------
(Signature must conform in all respects
to name of Xxxxxx as specified on the face
of the Right)
Address:
In the presence of
--------------------------------
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