STRUCTURING AND CONTRIBUTION AGMT., DATED AS OF 07/02/2004



 Exhibit 10.1 
  
 STRUCTURING AND CONTRIBUTION AGREEMENT 
  
 THIS STRUCTURING AND CONTRIBUTION AGREEMENT (the “Agreement”) is made as of July 2, 2004 by and among
SUNSTONE HOTEL PARTNERSHIP, LLC, a Delaware limited liability company (“SUNSTONE HOTEL PARTNERSHIP”); SUNSTONE HOTEL INVESTORS, INC., a Maryland corporation (“SUNSTONE HOTEL REIT”); SUNSTONE HOTEL INVESTORS, L.L.C.,
a Delaware limited liability company (“SUNSTONE HOTEL INVESTORS”); SUNSTONE/WB HOTEL INVESTORS IV, LLC., a Delaware limited liability company (“SUNSTONE/WB HOTEL INVESTORS IV”); WB HOTEL INVESTORS, LLC, a Delaware
limited liability company (“WB HOTEL INVESTORS”); SUNSTONE/WB MANHATTAN BEACH, LLC, a Delaware limited liability company (“SUNSTONE/WB MANHATTAN BEACH”); and ALTER SHP LLC, a Delaware limited liability company
(“ALTER SHP LLC”); (Sunstone Hotel Investors, Sunstone/WB Hotel Investors IV, WB Hotel Investors, Sunstone/WB Manhattan Beach, Alter SHP, each, an “Interested Party” and collectively, “Interested
Parties”). 
  
 WHEREAS, in connection with the initial
public offering (the “IPO”) of the common stock, par value $.01 per share (the “Common Stock”), of Sunstone Hotel REIT pursuant to a registration statement to be filed on Form S-11 with the Securities and Exchange
Commission, the parties hereto desire to effect certain formation and structuring transactions outlined in Exhibit A hereto (the “Formation and Structuring Transactions”) under the terms and conditions set forth herein;

  
 NOW, THEREFORE, in consideration of the mutual covenants and
conditions set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sunstone Hotel Partnership, Sunstone Hotel REIT and the Interested Parties agree as follows: 
  
 ARTICLE I. 
  
 STRUCTURING TRANSACTIONS 
  
 1.1 Consent and Waiver. Subject to the terms and conditions of this
Agreement, Sunstone Hotel Partnership and each of the Interested Parties hereby (i) consent to each of the Formation and Structuring Transactions, (ii) waive any restrictions set forth under any agreement to which it is party and rights that it may
have to object to any of the Formation and Structuring Transactions and (iii) agree to take all actions reasonably necessary or advisable to consummate the Formation and Structuring Transactions. 
  
 1.2 Unit Transactions. Subject to the terms and conditions of this
Agreement, Sunstone Hotel Partnership, Sunstone Hotel REIT and each of the Interested Parties hereby agree to perform the following transactions (the “Unit and Stock Transactions”) with respect to the issuance, distribution,
exchange or purchase of membership units of Sunstone Hotel Partnership 







 (“Partnership Units”) and Common Stock as an integral part of the Formation and Structuring
Transactions: 
  
 (a) Formation and
Structuring. Each of the Interested Parties agrees to take or cause to be taken the actions set forth on steps (1) through (8) of Exhibit A. 
  
 (b) Purchase Transaction. Sunstone Hotel REIT will use the net proceeds from the sale of Common Stock in the IPO in excess of
amounts that the board of directors of Sunstone Hotel REIT in its sole discretion determines Sunstone Hotel REIT needs for debt repayment, payment of expenses and other items associated with the offering and other general corporate purposes to
purchase Partnership Units from the Interested Parties. The net proceeds from any exercise of any over-allotment option granted to the underwriters in the IPO will be used to purchase additional Partnership Units from the Interested Parties. In each
case, the purchase will be at a price per Partnership Unit equal to the net price per share to Sunstone Hotel Investors of the Common Stock in the IPO and the purchases shall be made on a pro rata basis as set forth on Exhibit B. 

 
 (c) Allocation. The allocation of the total
Partnership Units and shares of Common Stock to be issued among the Interested Parties is set forth on Exhibit B. The exact numbers of Partnership Units and shares of Common Stock to be issued and purchased shall be made by the board of
directors of Sunstone Hotel REIT in its sole discretion at the time of the IPO in accordance with the allocations set forth in this Agreement with no further action on the part of any Interested Party. If any Interested Party purchases or sells a
hotel prior to the IPO, the allocations shall be adjusted as agreed prior to the date hereof with no further action on the part of any Interested Party. Unless an Interested Party notifies Sunstone Hotel REIT otherwise prior to the IPO, 67.0% of the
total Partnership Units and Common Stock to be received by each Interested Party shall be Partnership Units and 33.0% shall be Common Stock. If the tax consequences of the Unit and Stock Transactions change prior to the IPO, the steps on Exhibit A
shall be adjusted to preserve the intended consequences as agreed prior to the date hereof. 
  
 1.3 Simultaneous Closing. The Unit and Stock Transactions shall close simultaneously with the closing of the IPO (the “Closing”). 
  
 1.4 Further Acts. Sunstone Hotel Partnership, Sunstone Hotel REIT and
the Interested Parties shall perform, execute, and deliver or cause to be performed, executed, and delivered at the Closing or after the Closing, any and all further acts, instruments, and agreements and provide such further assurances as the other
parties may reasonably require to consummate the Formation and Structuring Transactions contemplated hereunder. Sunstone Hotel REIT agrees to enter into a registration rights agreement with the Interested Parties in connection with the Closing that
provides the Interested Parties with demand, piggyback and shelf registration rights in a form approved by the directors of Sunstone Hotel REIT. 
  
 1.5 Management Company. Sunstone Hotel Investors shall sell the assets and operations related to the management of the hotels to a third party
management company prior to or in connection with the consummation of the Formation and Structuring Transactions and shall be entitled to keep the consideration, if any, from such sale. 
  

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 ARTICLE II. 
  
 CONDITIONS TO CLOSING 
  
 2.1 Conditions to Closing. The obligations of each Interested Party, Sunstone Hotel Partnership and Sunstone Hotel REIT hereunder are subject to
the satisfaction of the conditions set forth below on or before the Closing. If for any reason any of the conditions set forth in this Section 2.1 are not satisfied or waived by each party entitled to the benefit of such conditions at or prior to
the Closing, or if the Closing shall not have occurred by December 31, 2004, then each party hereto by written notice given to the other parties hereto shall have the right to elect to terminate this Agreement and each party shall be released from
their obligations hereunder and shall have no further liability hereunder except that nothing herein shall relieve any party from liability for any breach of this Agreement prior to such termination. 
  
 (a) Representations and Warranties True and Correct.
The representations and warranties of each other party hereto shall be true and correct in all material respects as of the date of the Closing; 
  
 (b) Closing of Unit and Stock Transactions. The closing of each of the Unit and Stock Transactions applicable to each other party
hereto shall occur simultaneously therewith and all obligations of each other party hereto shall have been performed or complied with in all material respects; and 
  
 (c) Closing of IPO. The IPO shall have been consummated simultaneously with the closing of the Unit
and Stock Transactions therewith. 
  
 2.2 Abandonment of
IPO. If at any time Sunstone Hotel REIT determines in good faith to abandon the IPO, Sunstone Hotel REIT shall so advise each Interested Party in writing and thereupon each party shall be released from its obligations hereunder and shall have no
further liability hereunder. The decision by Sunstone Hotel REIT to proceed with or abandon the IPO shall be made by the board of directors of Sunstone Hotel REIT in its sole discretion taking into account the best interests of Sunstone Hotel REIT
and all its stockholders. 
  
 ARTICLE III. 
  
 REPRESENTATIONS AND WARRANTIES 
  
 3.1 Representations by Sunstone Hotel Partnership and Sunstone
Hotel REIT. Each of Sunstone Hotel Partnership and Sunstone Hotel REIT hereby represents and warrants to the Interested Parties as follows: 
  
 (a) Organization and Power. It is duly organized, validly existing, and in good standing under the laws of the State of Delaware
(in the case of Sunstone Hotel Partnership) or the State of Maryland (in the case of Sunstone Hotel REIT), and has full right, power, and authority to enter into and perform all of its obligations under this Agreement. Sunstone Hotel REIT is, and
upon consummation of the IPO will be, the sole managing member of Sunstone Hotel Partnership. The execution, delivery and performance of this Agreement have been duly authorized by it, and this Agreement constitutes the legal, valid and binding
obligation 
  

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 of it, enforceable against it in accordance with its terms, subject to bankruptcy, reorganization,
insolvency and other similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity. 
  
 (b) Litigation. There is no action, suit, or proceeding, pending or known to be threatened, against it in any court or before any
arbitrator or before any federal, state, municipal, or other governmental department, commission, board, bureau, agency or instrumentality that could materially and adversely affect the ability of it to perform its obligations hereunder or otherwise
delay consummation of any of the transactions contemplated hereby. 
  
 (c) Consents. Each consent, approval, authorization, order, license, certificate, permit, registration, designation, or filing by or with any governmental agency or other person or entity necessary for the
execution, delivery, and performance of this Agreement or the transactions contemplated hereby by it will be obtained as of Closing. 
  
 (d) Valid Issuance. The Partnership Units issued as part of the Formation and Structuring Transactions will represent duly and
validly issued limited partnership interests in Sunstone Hotel Partnership and the Common Stock issued as part of the Formation and Structuring Transactions will be duly authorized and validly issued and fully paid and non-assessable when issued.

  
 3.2 Representations by Interested Parties. Each
Interested Party hereby severally and not jointly represents and warrants to Sunstone Hotel Partnership and Sunstone Hotel REIT as follows: 
  
 (a) Organization and Power. Such Interested Party is duly organized, validly existing and in good standing under the laws of the
state of its formation and has full right, power, and authority to enter into and perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by such Interested Party, and
this Agreement constitutes the legal, valid and binding obligation of such Interested Party, enforceable against such Interested Party in accordance with its terms, subject to bankruptcy, reorganization, insolvency and other similar laws affecting
the enforcement of creditors’ rights generally and to general principles of equity. 
  
 (b) Litigation. There is no action, suit, claim, or proceeding pending or, to the Interested Party’s knowledge, threatened
against such Interested Party or such Interested Party’s interests in any court, before any arbitrator, or before or by any governmental body or other regulatory authority that would materially and adversely affect the ability of such
Interested Party to perform its obligations hereunder or otherwise delay the consummation of any of the transactions contemplated hereby. 
  
 (c) Consents. Each consent, approval, authorization, order, license, certificate, permit, registration, designation, or filing by
or with any governmental agency or other person or entity necessary for the execution, delivery, and performance of this Agreement or the transactions contemplated hereby by it will be obtained as of Closing. 
  
 (d) Securities Law Matters. (i) In acquiring
Partnership Units and/or Common Stock, such Interested Party is not relying upon any representations made to it by Sunstone Hotel 
  

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 Partnership or Sunstone Hotel REIT, or any of their officers, employees, or agents that are not contained
herein. The Interested Party is aware of the risks involved in investing in Partnership Units and/or Common Stock. Such Interested Party has had an opportunity to ask questions of, and to receive answers from Sunstone Hotel Partnership and Sunstone
Hotel REIT, or a person or persons authorized to act on their behalf, concerning the terms and conditions of this investment and the financial condition, affairs, and business of Sunstone Hotel REIT, including Sunstone Hotel REIT’s intent to
qualify as a real estate investment trust under federal income tax laws and the associated restrictions that will apply to holders of the Common Stock under federal tax laws and under Sunstone Hotel REIT’s charter and bylaws. Such Interested
Party confirms that all documents, records, and information pertaining to its investment in Partnership Units and/or Common Stock that have been requested by it, have been made available or delivered to it prior to the date hereof. 
  
 (ii) Such Interested Party understands that Partnership Units
and/or Common Stock issuable to such Interested Party hereunder has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and is instead being offered and sold in
reliance on an exemption from such registration requirements. Partnership Units and/or Common Stock issuable to such Interested Party is being acquired solely for the Interested Party’s own account, for investment, and is not being acquired
with a view to, or for resale in connection with, any distribution, subdivision, or fractionalization thereof, in violation of such laws, and such Interested Party does not have any present intention to enter into any contract, undertaking,
agreement, or arrangement with respect to any such resale. The Interested Parties understand that the Partnership Units and/or Common Stock issuable to such Interested Party will contain appropriate legends reflecting the requirement that the
Partnership Units and/or Common Stock not be resold by such Interested Party without registration under such laws or the availability of an exemption from such registration. 
  
 (iii) Such Interested Party is an “accredited investor” within the meaning of Rule 501(a) under
Regulation D under the Securities Act.  
  
 (e) Investment Decision. Such Interested Party is capable of making an informed investment decision based on its knowledge, sophistication and experience in financial and business matters together with the business and financial
experience of those persons, if any, retained by it, and other relevant information it may have received with respect to the matters set forth in this Agreement. 
  
 (f) Brokers. Such Interested Party has not engaged the services of any agent, broker, finder or any
other person or entity for any brokerage or finder’s fee, commission or other amount with respect to the transactions described herein. 
  
 (g) Good Title. Such Interested Party holds the equity interests in the assets it is contributing as part of the Formation and
Structuring Transactions free and clear of all liens, encumbrances, security interests, prior assignments or conveyances, conditions, restrictions, and any other adverse right, interest, charge or claim of any kind whatsoever (collectively
“Restrictions”) other than any Restriction for which an Interested Party will receive the necessary consent, approval or authorization to effect the Formation and Structuring Transactions prior to the Closing. 
  

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 ARTICLE IV. 
  
 MISCELLANEOUS 
  
 4.1 Survival and Indemnity. The representations and warranties contained herein shall survive the Closing. Each Interested Party, severally and not
jointly, agrees to indemnify, defend and hold harmless Sunstone Hotel Partnership, Sunstone Hotel REIT and each other party hereto and Sunstone Hotel Partnership and Sunstone Hotel REIT agrees to indemnify, defend and hold harmless each Interested
Party from and against all costs, expenses, losses and damages (including, without limitation, reasonable attorney’s fees and expenses, but excluding consequential damages) incurred by Sunstone Hotel Partnership and Sunstone Hotel REIT or such
other party resulting from any misrepresentation or breach of warranty made by it. The total liability and indemnity obligation of each Interested Party shall be limited to the aggregate value of the Partnership Units and Common Stock received by
such party in the Unit and Stock Transactions. 
  
 4.2 Entire
Agreement; Modifications and Waivers; Cumulative Remedies. This Agreement supersedes any existing letter of intent between the parties, constitutes the entire agreement among the parties hereto and may not be modified or amended except by
instrument in writing signed by the parties hereto, and no provisions or conditions may be waived other than by a writing signed by the party waiving such provisions or conditions. No delay or omission in the exercise of any right or remedy accruing
to Sunstone Hotel Partnership, Sunstone Hotel REIT or an Interested Party upon any breach under this Agreement shall impair such right or remedy or be construed as a waiver of any such breach theretofore or thereafter occurring. The waiver by
Sunstone Hotel Partnership, Sunstone Hotel REIT or an Interested Party of any breach of any term, covenant, or condition herein stated shall not be deemed to be a waiver of any other breach, or of a subsequent breach of the same or any other term,
covenant, or condition herein contained. All rights, powers, options, or remedies afforded to Sunstone Hotel Partnership, Sunstone Hotel REIT or an Interested Party either hereunder or by law shall be cumulative and not alternative, and the exercise
of one right, power, option, or remedy shall not bar other rights, powers, options, or remedies allowed herein or by law, unless expressly provided to the contrary herein. 
  
 4.3 Notices. Any notice provided for by this Agreement and any other notice, demand, or communication which any party
may wish to send to another shall be in writing and either delivered in person (including by confirmed facsimile transmission) or sent by registered or certified mail or overnight courier, return receipt requested, in a sealed envelope, postage
prepaid, and addressed to the party for which such notice, demand or communication is intended at such party’s address as set forth in this Section. Sunstone Hotel Partnership and Sunstone Hotel REIT’s address for all purposes under this
Agreement shall be as follows: 
  
 Suite 100

 903 Calle Amanecer 
 San Clemente, CA 92673-6212 
 Attention: Jon D. Kline 
 Copy: Legal Department 
 Fax No: (949) 369-3179 
  

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 The address of each of the Interested Parties for all purposes under this Agreement shall be as follows:

  
 Sunstone Hotel Investors: 

 
 LB 54, Suite 700 
 13155 Noel Road 
 Dallas, TX 75240 
 Attention: Patrick K. Fox 
 Fax No: (972) 934-8333 
  
 Sunstone/WB Hotel Investors IV: 
  
 LB 54, Suite 700 
 13155 Noel Road 
 Dallas, TX 75240 
 Attention: Patrick K. Fox 
 Fax No: (972) 934-8333 
  
 WB Hotel Investors: 
  
 LB 54,
Suite 700 
 13155 Noel Road 
 Dallas, TX 75240 
 Attention: Patrick K. Fox 
 Fax No: (972) 934-8333 
  
 Sunstone/WB Manhattan Beach: 
  
 LB 54, Suite 700 
 13155 Noel Road 
 Dallas, TX 75240 
 Attention: Patrick K. Fox 
 Fax No: (972) 934-8333 
  
 Alter SHP LLC: 
  
 Suite 100

 903 Calle Amanecer 
 San Clemente, CA 92673-6212 
 Attention: Robert A. Alter 
 Fax No: (949) 369-4210 
  
 Any address or name specified above may be changed by a notice given by the addressee to the other parties. Any notice, demand or other communication
shall be deemed given and effective as of the date of delivery in person or receipt set forth on the return receipt. 
  

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 The inability to deliver because of changed address of which no notice was given, or rejection or other refusal to accept
any notice, demand or other communication, shall be deemed to be receipt of the notice, demand or other communication as of the date of such attempt to deliver or rejection or refusal to accept. 
  
 4.4 Exhibits. All exhibits referred to in this Agreement and attached
hereto are hereby incorporated in this Agreement by reference. 
  
 4.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of laws principles. 
  
 4.6 Waiver of Trial by Jury. Each party to this Agreement hereby
waives any right to a trial by jury. 
  
 4.7 Severability.
In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision
hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 
  
 4.8 Successors and Assigns. This Agreement may not be assigned by Sunstone Hotel Partnership, Sunstone Hotel REIT or any Interested Party without
the prior approval of Sunstone Hotel Partnership, Sunstone Hotel REIT or the other Interested Parties, as applicable. This Agreement shall be binding upon, and inure to the benefit of, Sunstone Hotel Partnership, Sunstone Hotel REIT, the Interested
Parties, and their respective legal representatives, successors, and permitted assigns. 
  
 4.9 Headings. Article headings and article and section numbers are inserted herein only as a matter of convenience and in no way define, limit, or prescribe the scope or intent of this Agreement or any part
hereof and shall not be considered in interpreting or construing this Agreement. 
  
 4.10 Recitals. The recital and introductory paragraphs hereof are a part hereof, form a basis for this Agreement and shall be considered prima facie evidence of the facts and documents referred to therein.

  
 4.11 Counterparts. This Agreement may be executed in
any number of counterparts and by any party hereto on a separate counterpart, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute but one and the same instrument. Copies of
executed counterparts transmitted by telecopy, telefax or other electronic transmission service shall be considered original executed counterparts. 
  
 4.12 Specific Performance. Each party to this Agreement agrees that irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were otherwise breached. Each party to this Agreement agrees that each other party hereto will be entitled to an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the provisions of this Agreement 
  

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 in any federal or state court located in the State of California (as to which each party to this Agreement agrees to
submit to jurisdiction for purposes of such action), this being in addition to any other remedies to which such party may be entitled under this Agreement or otherwise at law or in equity. 
  
 4.13 Time of the Essence. Time is of the essence with respect to all
obligations of each party under this Agreement. 
  
 [Signature
pages follow.] 
  

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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

  

			
	SUNSTONE HOTEL PARTNERSHIP, LLC
		
	By:	 	/s/    ROBERT A. ALTER
	 	 	 Name: Robert A. Alter
 Title:President and Chief Executive Officer of its sole member



  

			
	SUNSTONE HOTEL INVESTORS, INC.
		
	By:	 	/s/    ROBERT A. ALTER 
	 	 	 Name: Robert A. Alter
 Title: President and Chief
Executive Officer



  

			
	SUNSTONE HOTEL INVESTORS, L.L.C.
		
	By:	 	/s/    JON D. KLINE
	 	 	 Name: Jon D. Kline
 Title: Vice
President



  

			
	SUNSTONE/WB HOTEL INVESTORS IV, LLC
		
	By:	 	/s/    PATRICK K. FOX
	 	 	 Name: Patrick K. Fox
 Title:
Secretary



  

			
	WB HOTEL INVESTORS, LLC
		
	By:	 	/s/    PATRICK K. FOX
	 	 	 Name: Patrick K. Fox
 Title: Vice
President











			
	SUNSTONE/WB MANHATTAN BEACH, LLC
		
	By:	 	/s/    PATRICK K. FOX
	 	 	 Name: Patrick K. Fox
 Title: Executive Committee
Member



  

			
	ALTER SHP LLC
		
	By:	 	/s/    ROBERT A. ALTER
	 	 	 Name: Robert A. Alter
 Title: Managing
Member
  



  







 EXHIBIT A1 
  

	1.	Each of the following corporations that are directly or indirectly owned by Sunstone Hotel Investors will convert into a Delaware limited liability company:


  

	 	•	Park SH Hotels Corp., a Delaware corporation 

  

	 	•	Sunstone E&P Corporation I, a Delaware corporation 

  

	 	•	Sunstone Hotels Sub Corp., a Delaware corporation 

  

	 	•	Sunstone SH Hotels Corp., a Delaware corporation 

  

	2.	Sunstone Hotel Investors, WB Hotel Investors, Sunstone/WB Hotel Investors IV and Sunstone/WB Manhattan Beach will contribute all of their assets, other than (i) the hotel management
assets and employees for the hotels, (ii) interests in the Embassy Suites, Los Angeles, California and WB Cherry Creek Hotel Investors, LLC, WB Cherry Creek Investors Inc., WB Cherry Creek, LLC, WB Cherry Creek Hotels, Inc., and WB Cherry Creek
Lessee, Inc., (iii) interests in SHP Investors, SHP Properties Corp, Sunstone Properties Sub Corp, Sunstone OP Properties Corp and SHP Ogden Inc. and (iv) interests in the hotels listed on Schedule I, to Sunstone Hotel Partnership in return for
Partnership Units. 

  

	3.	Each of SHP Investors, SHP Properties Corp, Sunstone Properties Sub Corp, Sunstone OP Properties Corp and SHP Ogden Inc. will distribute all of its current and accumulated earnings
and profits to its shareholders. 

  

	4.	All of the lessee or management companies, which will be subsidiaries of Sunstone Hotel Partnership, will merge into a single surviving lessee corporation (the “TRS
Lessee”). 

  

	5.	Sunstone Hotel Partnership will contribute all of its membership interests in Buy Efficient, L.L.C. to the TRS Lessee. 

  

	6.	Sunstone Hotel Investors will distribute the interests in the Embassy Suites, Los Angeles, California to Alter SHP LLC in redemption of its interests in Sunstone Hotel Investors.


  

	7.	Sunstone Hotel Investors will sell the hotel management assets and employees for the hotels to a third party management company (the “Management Company”) and the TRS
Lessee will enter into a management agreement with the Management Company. 

  

	8.	Simultaneously with both (i) the contribution by each of Sunstone Hotel Investors, WB Hotel Investors and Sunstone/WB Hotel Investors of their interests in the hotels listed on
Schedule I to Sunstone Hotel REIT in exchange for Common Stock and (ii) the merger of 

  



	1	Except as otherwise indicated, each transaction shall be consummated in the order set forth above on the closing date for the IPO of the Common Stock.


  

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 each of SHP Investors, SHP Properties Corp, Sunstone Properties Sub Corp, Sunstone OP Properties Corp and
SHP Ogden Inc. with and into Sunstone Hotel REIT, with Sunstone Hotel REIT surviving, in exchange for Common Stock, Sunstone Hotel REIT will consummate the IPO. 
  

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 EXHIBIT B 
  

				
	 Name

	  	Percentage

	 
	 Sunstone Hotel Investors, L.L.C.
	  	45.1	%
	 WB Hotel Investors, LLC
	  	9.5	 
	 Sunstone/WB Hotel Investors IV, LLC
	  	42.6	 
	 Sunstone/WB Manhattan Beach, LLC
	  	2.8	 
	 	  	
	

	 	  	100.0	%








 SCHEDULE I 
  

Sunstone Hotel Investors 
  
 Sheraton Four Points, Silverthorne, Colorado 
 Holiday Inn Select, Renton, Washington 
 Holiday Inn, Provo, Utah 
 Holiday Inn, Price, Utah 
 Courtyard Marriott,
Lynnwood, Washington 
 Holiday Inn, Mesa, Arizona 
 Holiday Inn, Flagstaff, Arizona 
 Holiday Inn, Craig, Colorado 
 Courtyard Marriott, Fresno, California 
  
 WB Hotel Investors 
  
 Hilton Garden Inn, Lake Oswego, Oregon 
 Holiday Inn, Boise, Idaho 
 Holiday Inn, Hollywood, California 
  
 Sunstone/WB Hotel Investors IV 
  
 Marriott, West Conshohocken, Pennsylvania 
 Radisson, Englewood, New Jersey 
 Valley River Inn, Eugene, Oregon 
 Crowne Plaza, Grand Rapids, Michigan 
 Radisson, Williamsburg, Virginia 
 Hilton, Del Mar, California 
 Hilton, Melville, New York 
 Doubletree,
Minneapolis, Minnesota 
 Marriott, Troy, Michigan 
 Embassy Suites, Chicago, Illinois 
 Marriott, Ontario, California