Common use of FORM OF PLEDGE SUPPLEMENT Clause in Contracts

FORM OF PLEDGE SUPPLEMENT. Reference is hereby made to the Amended and Restated Pledge Agreement (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”) dated as of December 5, 2016, by and between ALMOST FAMILY, INC., a Delaware corporation (the “Borrower”), certain of its Subsidiaries (together with the Borrower, the “Pledgors”) and JPMORGAN CHASE BANK, N.A. acting as Administrative Agent (“Administrative Agent”), whereby certain Pledgors have pledged certain capital stock, membership interests and partnership interests, as applicable, of certain of their subsidiaries as collateral to the Administrative Agent, for the benefit of itself and for the ratable benefit of the Secured Parties, as more fully described in the Pledge Agreement. This Pledge Supplement is a “Pledge Supplement” as defined in the Pledge Agreement and is, together with the acknowledgments, certificates, and powers delivered herewith, subject in all respects to the terms and provisions of the Pledge Agreement. Capitalized terms used herein and not defined herein shall have the meanings given to them in the Pledge Agreement. By its execution below, the undersigned hereby agrees that, subject to Section 1 of the Pledge Agreement, (a) all of those shares of the capital stock of the Subsidiaries described in Schedule I hereto evidenced by the certificate number(s) identified in Schedule I, (b) all of the membership interest and all of the other right, title and interest of whatever nature including economic rights, control rights and member status, in each Subsidiary identified as one of the “Limited Liability Companies” on Schedule I hereto, (c) all security entitlements of each such Pledgor with respect thereto in each case, whether now owned or hereafter acquired, together with all additions, substitutions, replacements and proceeds and all income, interest, dividends and other distributions thereon, and (d) all additional shares or membership interests and the foregoing rights now owned or hereafter acquired by any Pledgor in any such Subsidiary (the “New Collateral”) shall be and become part of the Collateral, and are pledged to the Administrative Agent as Collateral. By its execution below, the Pledgor represents and warrants that it has full power and authority to execute this Pledge Supplement and that the representations and warranties contained in Section 2 of the Pledge Agreement are true and correct in all respects as of the date hereof and after taking into account the pledge of the New Collateral. The Pledge Agreement, as amended and modified hereby, remains in full force and effect and is hereby ratified and confirmed. This Pledge Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Pledge Supplement by facsimile, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Pledge Supplement. This Pledge Supplement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Pledge Supplement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Administrative Agent to accept electronic signatures in any form or format without its prior written consent.

FORM OF PLEDGE SUPPLEMENT. Reference is hereby made SUPPLEMENT NO. dated as of , 20 (this “Supplement”) to the Amended and Restated Pledge Agreement PLEDGE AGREEMENT dated as of [ ] (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”) dated as of December 5, 2016, by and between ALMOST FAMILY, INC., a Delaware corporation (the “Borrower”), among certain Subsidiaries of its Subsidiaries the Company from time to time signatory thereto (together with the Borrowereach as a “Pledgor”, and collectively, as the “Pledgors”) and JPMORGAN CHASE BANK, N.A. acting as Administrative Agent (“Administrative Agent”), whereby certain Pledgors have pledged certain capital stock, membership interests and partnership interestsTruist Bank, as applicable, of certain of their subsidiaries as collateral to the Administrative Agent, Collateral Agent for the benefit of itself and for the ratable benefit Noteholders (in such capacity, the “Collateral Agent”). Reference is made to the Note Purchase Agreement dated as of November 12, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), entered into among Pebblebrook Hotel, L.P., a Delaware limited partnership (the “Company”), Pebblebrook Hotel Trust, a Maryland real estate investment trust (the “Parent REIT”), the Subsidiaries of the Secured PartiesCompany from time to time party thereto as Guarantors, as more fully described in each lender from time to time party thereto (collectively, the Pledge Agreement. This Pledge Supplement is a “Pledge Supplement” as defined in Lenders”), the Pledge Agreement Collateral Agent and is, together with the acknowledgments, certificates, and powers delivered herewith, subject in all respects to the terms and provisions of the Pledge Agreementother parties thereto. Capitalized terms used herein and but not defined herein shall have the respective meanings given to them such terms in the Pledge Agreement or the Note Purchase Agreement. By its execution below, the The undersigned hereby agrees that, subject to Section 1 Subsidiary of the Pledge Agreement, (a) all of those shares of the capital stock of the Subsidiaries described in Schedule I hereto evidenced by the certificate number(s) identified in Schedule I, (b) all of the membership interest and all of the other right, title and interest of whatever nature including economic rights, control rights and member status, in each Subsidiary identified as one of the “Limited Liability Companies” on Schedule I hereto, (c) all security entitlements of each such Pledgor with respect thereto in each case, whether now owned or hereafter acquired, together with all additions, substitutions, replacements and proceeds and all income, interest, dividends and other distributions thereon, and (d) all additional shares or membership interests and the foregoing rights now owned or hereafter acquired by any Pledgor in any such Subsidiary Company (the “New CollateralPledgor”) shall be and become part is executing this Supplement in accordance with the requirements of the Collateral, Note Purchase Agreement and are pledged to the Administrative Agent as Collateral. By its execution below, the Pledgor represents and warrants that it has full power and authority to execute this Pledge Supplement and that the representations and warranties contained in Section 2 of the Pledge Agreement are true to become a Pledgor under the Pledge Agreement in consideration for Loans previously made to, or issued for the account of, the Company. Accordingly, Collateral Agent and correct in all respects as of the date hereof and after taking into account the pledge of the New Collateral. The Pledge Agreement, Pledgor agree as amended and modified hereby, remains in full force and effect and is hereby ratified and confirmed. This Pledge Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Pledge Supplement by facsimile, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Pledge Supplement. This Pledge Supplement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Pledge Supplement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Administrative Agent to accept electronic signatures in any form or format without its prior written consent.follows:

FORM OF PLEDGE SUPPLEMENT. Reference This Pledge Supplement, dated as of __________ __, 20__, is delivered pursuant to Section 7(b) of the Security Agreement, dated as of January 29, 2020, by the undersigned Debtor, and the other Debtors from time to time party thereto, in favor of Petrichor Opportunities Fund I LP, as Collateral Agent for the Investors referred to therein (the “Security Agreement”). Capitalized terms used herein without definition are used as defined in the Security Agreement. The undersigned hereby made agrees that this Pledge Supplement may be attached to the Amended Security Agreement and Restated that the [Pledged Equity] [Commercial Tort Claims] listed on [Annex 1-A] [Annex 1-B] to this Pledge Supplement shall be and become part of the Collateral referred to in the Security Agreement and shall secure all Obligations of the undersigned. The undersigned hereby represents and warrants that each of the representations and warranties contained in Section 5 of the Security Agreement is true and correct and as of the date hereof as if made on and as of such date. [DEBTOR] By:_________________________________ Name: Title: Each of the undersigned hereby (i) acknowledges receipt of a copy of that certain Security Agreement dated as of January 29, 2020 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Pledge Security Agreement”) dated as of December 5, 2016, by and between ALMOST FAMILY, INC., a Delaware corporation (the “Borrower”), certain of its Subsidiaries (together with the Borrower, the “Pledgors”) and JPMORGAN CHASE BANK, N.A. acting as Administrative Agent (“Administrative Agent”), whereby certain Pledgors have pledged certain capital stock, membership interests and partnership interests, as applicable, of certain of their subsidiaries as collateral to the Administrative Agent, for the benefit of itself and for the ratable benefit of the Secured Parties, as more fully described in the Pledge Agreement. This Pledge Supplement is a “Pledge Supplement” as defined in the Pledge Agreement and is, together with the acknowledgments, certificates, and powers delivered herewith, subject in all respects to the terms and provisions of the Pledge Agreement. Capitalized ; capitalized terms used herein and but not otherwise defined herein shall have the meanings given assigned to them such terms in the Pledge Security Agreement. By its execution below), made by the Debtors party thereto and Petrichor Opportunities Fund I LP, as Collateral Agent for the Investors (in such capacity and together with any successors in such capacity, the undersigned hereby “Agent”), (ii) agrees that, subject promptly to Section 1 of note on its books the Pledge security interests granted to the Agent and confirmed under the Security Agreement, (aiii) all of those shares subject to the provisions of the capital stock Security Agreement, agrees that it will comply with instructions of the Subsidiaries described in Schedule I hereto evidenced Agent or its nominee with respect to the applicable Pledged Collateral without further consent by the certificate number(s) identified in Schedule Iapplicable Debtor, (biv) all to the extent permitted by law, agrees that the “issuer’s jurisdiction” (as defined in Section 8-110 of the membership UCC) is the State of Delaware, U.S.A., (v) agrees to notify the Agent upon obtaining knowledge of any interest and all in favor of any person in the applicable Pledged Collateral that is adverse to the interest of the other rightAgent therein, title and interest of whatever nature including economic rights, control rights and member status, in each Subsidiary identified as one (vi) waives any right or requirement at any time hereafter to receive a copy of the “Limited Liability Companies” Security Agreement in connection with the registration of any Pledged Collateral thereunder in the name of the Agent or its nominee or the exercise of voting rights by the Agent or its nominee and (vii) acknowledges that if any Debtor transfers any Pledged Equity issued by the undersigned to any Person in contravention of the terms of the Security Agreement, such transfer shall be void as against the undersigned and the undersigned shall not record such transfer on Schedule I its books and records or treat such Person as the owner of such Pledged Equity for any purpose. The undersigned hereby acknowledges and agrees that upon the delivery of any certificates representing the Pledged Equity issued by the undersigned endorsed to Agent or in blank, or to the extent the Pledged Equity are not represented by certificates, upon the execution and delivery of this acknowledgement by the parties hereto, (c) all security entitlements of each such Pledgor with respect thereto in each case, whether now owned or hereafter acquired, together with all additions, substitutions, replacements and proceeds and all income, interest, dividends and other distributions thereon, and (d) all additional shares or membership interests and the foregoing rights now owned or hereafter acquired by any Pledgor in any such Subsidiary (the “New Collateral”) shall be and become part of the Collateral, and are pledged to the Administrative Agent as Collateral. By its execution below, the Pledgor represents and warrants that it has full power and authority to execute this Pledge Supplement and that the representations and warranties contained in Section 2 of the Pledge Agreement are true and correct in all respects as of the date hereof and after taking into account the pledge of the New Collateral. The Pledge Agreement, as amended and modified hereby, remains in full force and effect and is hereby ratified and confirmed. This Pledge Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Pledge Supplement by facsimile, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Pledge Supplement. This Pledge Supplement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each “control” (as defined in Article 8 or 9 of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Pledge Supplement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping systemUCC, as applicable) over the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Administrative Agent to accept electronic signatures in any form or format without its prior written consent.Pledged Equity. By: ____________________________________ Name: __________________________________ Title: ___________________________________

FORM OF PLEDGE SUPPLEMENT. Reference This Pledge Supplement (this “Supplement”), dated as of [____], 20__, is hereby made delivered pursuant to the Amended Section 4(a)(i) of that certain Pledge and Restated Pledge Security Agreement dated as of ____________________, 20__ (as the same may be amended, restated, supplemented supplemented, or otherwise modified from time to time, the “Pledge Agreement”) dated as of December 5, 2016;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Pledge Agreement), by and between ALMOST FAMILY, INC.among [_________], a Delaware corporation (the “Borrower”)[____________], [___________], a [__________], and certain of its [its][their] Subsidiaries (together with the Borrowereach a “Pledgor”, and collectively, the “Pledgors”) and JPMORGAN CHASE BANK, N.A. acting as Administrative Agent (“Administrative Agent”), whereby certain Pledgors have pledged certain capital stockeach with a business address at [________________________], membership interests and partnership interestsin favor of KEYBANK, NATIONAL ASSOCIATION, having an office at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in its capacity as applicable, of certain of their subsidiaries as collateral to the Administrative Agent, Collateral Agent for the benefit of itself and for the ratable benefit of the Secured Parties, as more fully described pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”). [The][Each] undersigned Pledgor hereby agrees that this Pledge Supplement may be attached to the Pledge AgreementAgreement and that the Equity Interests listed on this Supplement shall be deemed to be and shall become Pledged Interests under the Pledge Agreement and part of the Collateral and shall secure all Senior Indebtedness. This By executing and delivering this Joinder, [the][each of the] undersigned [___________] ([the][each, a] “New Issuer”) agrees that until receipt of written notice from the Collateral Agent that the Pledge Supplement is a “Pledge Supplement” Agreement has been terminated, it shall: (a) upon receipt of notice from the Collateral Agent that an Event of Default as defined in the Pledge Agreement has occurred and isis continuing, together with the acknowledgments, certificates, and powers delivered herewith, subject in all respects pay to the terms Collateral Agent all amounts then due and provisions thereafter as they become due to the applicable Pledgor; (b) upon the receipt of notice from the Collateral Agent that the Collateral Agent (or any successor or assign of the Collateral Agent) has become a member or limited partner (as the case may be) as the result of the exercise by the Collateral Agent of the Collateral Agent’s rights and remedies under the Pledge Agreement, admit and recognize the Collateral Agent (or any such successor and assign of the Collateral Agent) as a member or limited partner (as provided for the organizational documents of each Issuer), with the full right to exercise all of the rights of a member, general partner or a limited partner as the case may be; (c) upon receipt of notice from the Collateral Agent that an Event of Default as defined in the Pledge Agreement has occurred, to the extent provided in the Pledge Agreement, comply with the instructions of the Collateral Agent in connection with the exercise of the Collateral Agent’s rights and remedies as set forth in the Pledge Agreement, without any further consent from the Borrower or any other Person in respect of the Pledged Collateral. Capitalized [The][Each] New Issuer represents and warrants to the Collateral Agent that, as of the date hereof, (i) the Pledgor listed in Schedule I to this Supplement is the registered owner of the percentage of the limited liability company interests or partnership interests of, and possesses the percentage of the economic, management and voting rights in, such New Issuer set forth on such Schedule I; (ii) such New Issuer has no knowledge of any Lien or other security interest in such Pledged Interest (other than the Collateral Agent’s) that has not been terminated on or prior to the date hereof; and (iii) the registered pledgee of such Pledged Interests on the books of such New Issuer is KeyBank National Association, as Collateral Agent, and there is no other pledge currently registered on the books and records of such New Issuer with respect to such Pledged Interests. [_________], as Pledgor By: _______________ Name: _______________ Title: _______________ [_________], as New Issuer By: _______________ Name: _______________ Title: _______________ AGREED TO AND ACCEPTED: KEYBANK, NATIONAL ASSOCIATION, as Collateral Agent By: _______________ Name: Title: This Intercreditor and Collateral Agency Agreement (this “Agreement”), dated as of this _____ day of _________ 20__, is by and among the Bank Agent, the Collateral Agent, the Noteholders listed on Exhibit A attached hereto (the “Initial Noteholders”), and each of the other Noteholders and Persons that become parties hereto pursuant to Section 20 hereof. All terms used herein and not which are defined herein in Section 1 hereof or in the text of any other Section hereof shall have the meanings given to them in the Pledge Agreement. By its execution below, the undersigned hereby agrees that, subject to Section 1 of the Pledge Agreement, (a) all of those shares of the capital stock of the Subsidiaries described in Schedule I hereto evidenced by the certificate number(s) identified in Schedule I, (b) all of the membership interest and all of the other right, title and interest of whatever nature including economic rights, control rights and member status, in each Subsidiary identified as one of the “Limited Liability Companies” on Schedule I hereto, (c) all security entitlements of each such Pledgor with respect thereto in each case, whether now owned or hereafter acquired, together with all additions, substitutions, replacements and proceeds and all income, interest, dividends and other distributions thereon, and (d) all additional shares or membership interests and the foregoing rights now owned or hereafter acquired by any Pledgor in any such Subsidiary (the “New Collateral”) shall be and become part of the Collateral, and are pledged to the Administrative Agent as Collateral. By its execution below, the Pledgor represents and warrants that it has full power and authority to execute this Pledge Supplement and that the representations and warranties contained in Section 2 of the Pledge Agreement are true and correct in all respects as of the date hereof and after taking into account the pledge of the New Collateral. The Pledge Agreement, as amended and modified hereby, remains in full force and effect and is hereby ratified and confirmed. This Pledge Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Pledge Supplement by facsimile, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Pledge Supplement. This Pledge Supplement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Pledge Supplement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Administrative Agent to accept electronic signatures in any form or format without its prior written consenttherein.