SUNSTONE HOTEL INVESTORS, INC. (a Maryland corporation) 20,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 1st, 2013 • Sunstone Hotel Investors, Inc. • Hotels & motels • New York
Sunstone Hotel Investors, Inc., a Maryland corporation (the “Company”), and Sunstone Hotel Partnership, LLC, a Delaware limited liability company (the “Operating Partnership”), confirm their agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Underwriter”), with respect to the issue and sale by the Company and the purchase by the Underwriter of 20,000,000 shares of the Company’s Common Stock, par value $0.01 per share (“Common Stock”), and with respect to the grant by the Company to the Underwriter of the option described in Section 2(b) hereof to purchase all or any part of 3,000,000 additional shares of Common Stock. The aforesaid 20,000,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriter and all or any part of the 3,000,000 shares of Common Stock subject to the option described in Section 2(b) hereof (the “Option Securities”) are hereinafter called, collectively, the “Securities.”
