FORM OF LTIP UNIT VESTING AGREEMENT

FORM OF LTIP UNIT VESTING AGREEMENT

RECITALS

Pursuant to the Hersha Hospitality Trust Amended and Restated 2012 Equity Incentive Plan, effective as of December 23, 2014 (the “Plan”), and the Amended and Restated Agreement of Limited Partnership of Hersha Hospitality Limited Partnership, dated as of January 26, 1999, as amended through the date hereof (the “Partnership Agreement”), including, but not limited to, the Sixth Amendment thereto, dated as of December 23, 2014 (the “Sixth Amendment”), Hersha Hospitality Trust, a Maryland real estate investment trust (the “Company”), as the sole general partner of Hersha Hospitality Limited Partnership (the “Partnership”), for the provision of services to or for the benefit of the Partnership in a partner capacity or in anticipation of being a partner, has approved the grant to the Grantee named above of an LTIP Award (as defined in the Plan) in the form of, and causes the Partnership to issue to the Grantee named above, a Partnership Interest (as defined in the Partnership Agreement) having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein and in the Partnership Agreement, such Partnership Interest to be expressed as a number of LTIP Units (as defined in the Partnership Agreement).

Upon acceptance of this LTIP Unit Vesting Agreement (this “Agreement”), the Grantee shall receive, effective as of the Grant Date specified above, the number of LTIP Units specified above, subject to the restrictions and conditions set forth herein and in the Partnership Agreement.

Reference is made to that certain Second Amended and Restated Employment Agreement, dated April 18, 2012 (the “Employment Agreement”), entered into by and between the Company and the Grantee.

The restrictions and conditions in Section 2(b) and Section 2(c) hereof shall lapse with respect to the LTIP Units granted herein in the amounts and on the dates specified below (each such date, a “Vesting Date”):

Distributions on the LTIP Units shall be paid currently to the Grantee in accordance with the terms of the Partnership Agreement. For purposes of the Plan, the right to distributions set forth in this Section 6 shall be deemed a Dividend Equivalent Right (as defined in the Plan).

Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan. Capitalized terms used in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

The Grantee (and the Company and the Partnership as described in subsection (c) below) hereby covenants as follows:

This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

The Grantee acknowledges that the Plan may be amended or terminated in accordance with the terms thereof and that this Agreement may be amended or canceled by the Committee, on behalf of the Partnership, for the purpose of satisfying changes in law or for any other lawful purpose, provided that no such action shall adversely affect the Grantee’s rights under this Agreement without the Grantee’s written consent.  The provisions of Section 5 of this

Agreement applicable to the termination of the LTIP Units covered by this Award in connection with a Transaction  shall apply, mutatis mutandis to amendments, discontinuance or cancellation pursuant to this Section 10 or in accordance with the terms of the Plan.

Notices hereunder shall be mailed or delivered to the Partnership at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Partnership or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Maryland, applied without regard to conflict of law principles. The parties agree that any action or proceeding arising directly, indirectly or otherwise in connection with, out of, related to or from this Agreement, any breach hereof or any action covered hereby, shall be resolved within the Commonwealth of Pennsylvania and the parties hereto consent and submit to the jurisdiction of the federal and state courts located within the Eastern District of Pennsylvania. The parties hereto further agree that any such action or proceeding brought by either party to enforce any right, assert any claim, obtain any relief whatsoever in connection with this Agreement shall be brought by such party exclusively in federal or state courts located within the Eastern District of Pennsylvania.

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HERSHA HOSPITALITY

LIMITED PARTNERSHIP,

a Virginia limited partnership

By: Hersha Hospitality Trust,

a Maryland real estate investment trust,

its sole general partner

By:___________________________________

Name:

Title:

Date:

HERSHA HOSPITALITY TRUST,

a Maryland real estate investment trust

By:___________________________________

Name:

Title:

Date:

The foregoing agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the Grantee.

Date:                       _________________________________________

   Grantee’s Signature

EXHIBIT A

FORM OF LIMITED PARTNER SIGNATURE PAGE

The Grantee, desiring to become one of the within named Limited Partners of Hersha Hospitality Limited Partnership, a Virginia limited partnership, hereby becomes a party to the Amended and Restated Agreement of Limited Partnership of Hersha Hospitality Limited Partnership, dated as of January 26, 1999, as amended through the date hereof (the “Partnership Agreement”). The Grantee agrees that this signature page may be attached to any counterpart of the Partnership Agreement.

Signature Line for Limited Partner:

___________________________

Name:

Title:

Address:

Effective Date:

EXHIBIT B

GRANTEE’S COVENANTS, REPRESENTATIONS AND WARRANTIES

The Grantee hereby represents, warrants and covenants as follows:

2.The Grantee is an executive officer and/or trustee of the Company, is familiar with the business and affairs of the Company and the Partnership.  The Grantee has such knowledge and experience in financial and business matters that the Grantee is capable of evaluating the merits and risks of an investment in the LTIP Units and the Common Units (as defined in the Partnership Agreement) issuable upon conversion of the LTIP Units.

3.The Grantee understands that: the Grantee is responsible for consulting his own tax advisors with respect to the application of the U.S. federal income tax laws, and the tax laws of any state, local or other taxing jurisdiction to which the Grantee is or by reason of the award of LTIP Units may become subject, to his particular situation; the Grantee has not received or relied upon business or tax advice from the Company, the Partnership or any of their respective employees, agents, consultants or advisors, in their capacity as such; the Grantee provides services to the Partnership on a regular basis and in such capacity has access to such information, and has such experience of and involvement in the business and operations of the Partnership, as the Grantee believes to be necessary and appropriate to make an informed decision to accept this Award of LTIP Units; and an investment in the Partnership and/or the

Company involves substantial risks. The Grantee has been given the opportunity to make a thorough investigation of matters relevant to the LTIP Units and has reviewed and understands, materials relating to the Partnership and the Company and their respective activities (including, but not limited to, the Background Documents) and pertaining to the LTIP Units. The Grantee has had an opportunity to ask questions of and receive answers from the Partnership and the Company, or from a person or persons acting on their behalf, concerning the terms and conditions of the LTIP Units. The Grantee has relied upon, and is making its decision solely upon, the Background Documents and such other information provided in writing to the Grantee by the Partnership or the Company.

4.The LTIP Units to be issued, the Common Units issuable upon conversion of the LTIP Units and any REIT Shares (as defined in the Partnership Agreement) issuable in connection with the redemption of any such Common Units will be acquired for the account of the Grantee for investment only and not with a current view to, or with any intention of, a distribution or resale thereof, in whole or in part, or the grant of any participation therein, without prejudice, however, to the Grantee’s right (subject to the terms of the LTIP Units, the Plan and this Agreement) at all times to sell or otherwise dispose of all or any part of his LTIP Units, Common Units or REIT Shares in compliance with the Securities Act, and applicable state securities laws, and subject, nevertheless, to the disposition of his assets being at all times within his control.

5.The Grantee acknowledges that: neither the LTIP Units to be issued, nor the Common Units issuable upon conversion of the LTIP Units, have been registered under the Securities Act of 1933, as amended (the “Securities Act”), or state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws and, if such LTIP Units or Common Units are represented by certificates, such certificates will bear a legend to such effect; the reliance by the Partnership and the Company on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of the Grantee contained herein; such LTIP Units, or Common Units, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available, there is no public market for such LTIP Units and Common Units; and neither the Partnership nor the Company has any obligation or intention to register such LTIP Units or the Common Units issuable upon conversion of the LTIP Units under the Securities Act or any state securities laws or to take any action that would make available any exemption from the registration requirements of such laws, except, that, upon the redemption of the Common Units for REIT Shares, the Company may issue such REIT Shares under the Plan and pursuant to a Registration Statement on Form S-8 under the Securities Act, to the extent that the Grantee is eligible to receive such REIT Shares under the Plan at the time of such issuance, the Company has filed a Form S-8 Registration Statement with the Securities and Exchange Commission registering the issuance of such REIT Shares and such Form S-8 is effective at the time of the issuance of such REIT Shares. The Grantee hereby acknowledges that because of the restrictions on transfer or assignment of such LTIP Units acquired hereby and the Common Units issuable upon conversion of the LTIP Units which are set forth in the Partnership Agreement or this Agreement, the Grantee may have to bear the economic risk of his ownership of the LTIP Units acquired hereby and the Common Units issuable upon conversion of the LTIP Units for an indefinite period of time. The Grantee further acknowledges that LTIP Units may not be sold or

redeemed within two years after grant unless approved by the General Partner in its sole discretion. The Grantee further acknowledges and agrees to comply with the safe harbor requirement under IRS Notice 2005-43 as set forth in Section 10.05(d) of the Partnership Agreement (or any similar section of the Partnership Agreement that results from an amendment or restatement of the Partnership Agreement subsequent to the date hereof).

6.The Grantee has determined that the LTIP Units are a suitable investment for the Grantee.

7.No representations or warranties have been made to the Grantee by the Partnership or the Company, or any officer, trustee, shareholder, agent, or affiliate of any of them, and the Grantee has received no information relating to an investment in the Partnership or the LTIP Units except the information specified in Paragraphs 1 and 3 above.

8.So long as the Grantee holds any LTIP Units, the Grantee shall disclose to the Partnership in writing such information as may be reasonably requested with respect to ownership of LTIP Units as the Partnership may deem reasonably necessary to ascertain and to establish compliance with provisions of the Code, applicable to the Partnership or to comply with requirements of any other appropriate taxing authority.

9.The address set forth on the signature page of this Agreement is the address of the Grantee’s principal residence, and the Grantee has no present intention of becoming a resident of any country, state or jurisdiction other than the country and state in which such residence is sited.

EXHIBIT C

ELECTION to include in gross income in year of transfer of property PURSUANT TO SECTION 83(b) OF THE INTERNAL REVENUE CODE

The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described below and supplies the following information in accordance with the regulations promulgated thereunder:

1.The name, address and taxpayer identification number of the undersigned are:

2.Description of the property with respect to which the election is being made:

The election is being made with respect to LTIP Units in Hersha Hospitality Limited Partnership, a Virginia limited partnership (the “Partnership”).  The LTIP Units represent an interest in future profits of such entity received for services rendered to such entity in a partner capacity or in anticipation of becoming a partner.

3.The date on which the LTIP Units were transferred is December __, 2014.  The taxable year to which this election relates is calendar year 2014.

4.Nature of restrictions to which the LTIP Units are subject:

(a)The Taxpayer’s LTIP Units are subject to a substantial risk of forfeiture and are nontransferable as of the date on which the LTIP Units were transferred.

(b)The Taxpayer’s LTIP Units vest and become transferable based on the Taxpayer’s continued employment with Hersha Hospitality Trust, a Maryland real estate investment trust (the “Company”), the Partnership or an affiliate of the Company or the Partnership.

5.The fair market value at the time of transfer (determined without regard to any restrictions other than restrictions which by their terms will never lapse) of the LTIP Units was $0.00 per LTIP Unit pursuant to the liquidation value method of IRS Notice 2005-43.  This profits interest is a “Safe Harbor” partnership interest as defined in IRS Notice 2005-43.

6.The amount paid by the Taxpayer for the LTIP Units was $0.00 per LTIP Unit.

7.A copy of this statement has been furnished to the Partnership and to the Company, in its capacity as the sole general partner of the Partnership.

Signature of Taxpayer:______________________________

Name of Taxpayer:      ______________________________

Date:                                  ______________________________

The undersigned spouse of Taxpayer joins in this election (complete if applicable).

Signature of Taxpayer’s Spouse: ______________________________

Name of Taxpayer:          ______________________________

Date:                                          ______________________________