DP HOLDING COMPANY, LLC a Delaware Limited Liability Company SECOND AMENDED AND RESTATED OPERATING AGREEMENT Dated as of [________], 2011Operating Agreement • June 24th, 2011 • Pebblebrook Hotel Trust • Real estate investment trusts • Delaware
THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF DP HOLDING COMPANY, LLC (formerly known as Denihan Mezz IV Holding Company, LLC), a Delaware limited liability company, (the “Company”), dated as of [___________], 2011, is entered into and adopted by DENIHAN OWNERSHIP COMPANY, LLC, a New York limited liability company (the “Denihan Member”), and CARDINALS OWNER LLC, a Delaware limited liability company (the “PB Member”), and is agreed to and adopted by each other Person who becomes a Member in the Company pursuant to the terms of this Agreement.
CONTRIBUTION AGREEMENT by and among DENIHAN OWNERSHIP COMPANY, LLC, DENIHAN MEZZ IV HOLDING COMPANY, LLC and CARDINALS OWNER LLC Dated as of June 20, 2011Contribution Agreement • June 24th, 2011 • Pebblebrook Hotel Trust • Real estate investment trusts • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made on June 20, 2011 (the “Effective Date”) by and among Denihan Mezz IV Holding Company, LLC, a Delaware limited liability company (“Mezz IV”) and Denihan Ownership Company, LLC, a New York limited liability company (“Company”), each having an address at c/o Denihan Hospitality Group, 551 Fifth Avenue, New York, NY 10176 and Cardinals Owner LLC, a Delaware limited liability company having an address at 2 Bethesda Metro Center, Suite 1530, Bethesda, Maryland 20814 (“Pebblebrook”).
