Exhibit 10.2
 DIAMONDROCK HOSPITALITY COMPANY
$75,000,000 OF COMMON STOCK
 CONTROLLED EQUITY OFFERING SM
 SALES AGREEMENT
  
  Company Partnership CF&Co July 2009 Agreement Original Placement
Shares Common Stock
 Agreement
 Issuance and Sale of Shares Shares Commission
 Securities Act Exchange Act




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Prospectus Supplement Registration Statement. Rule 433 Issue Free Writing Prospectus Prospectus IDEA
 Hotel Hotels Lessee Leases Manager Management Agreements Hotel Agreements
 Placements Placement Placement Notice Placement Shares Schedule 1 Schedule
2 Schedule 2 Schedule
2
  2




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Section 11 Schedule 3.
 Sale of Placement Shares by CF&Co NYSE Schedule 2 Trading Day
 Suspension of Sales Schedule 2 Schedule 2 provided, however Schedule 2
  3




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Settlement
 Settlement of Placement Shares Settlement Date Net Proceeds
 Delivery of Placement Shares
 Representations and Warranties of the Company and the
Partnership Applicable Time
 Status as a Well-Known Seasoned Issuer Rule 405
  4




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Registration Statement, Prospectus and Disclosure at Time of Sale Rule
462(e) Rule 163
      Incorporated Documents
  5




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Offering Materials Furnished to CF&Co
 Offering Materials
 No Stop Order
 Capitalization Schedule 4 Subsidiary Subsidiaries
  6




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Good Standing of the Company Material Adverse Effect
 Ownership of the Partnership; Good Standing of the Subsidiaries Units
 The Partnership Agreement Partnership Agreement
 Compliance with Laws
  7




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Absence of Breaches and Defaults Articles Bylaws
 Absence of Conflicts
 Company Authorization of Agreement and Offering
 Partnership Authorization of Agreement and Offering
  8




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Absence of Further Requirements
 Possession of Licenses and Permits
 Absence of Proceedings
  9




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Financial Statements Covered Entities GAAP
 Independent Accountants
 No Material Adverse Change in Business
 Registration Rights
 Authorization of the Shares
  10




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Authorization of the Units
 Transfer Taxes
 Listing on NYSE
 Absence of Manipulation
 FINRA FINRA
 Legal, Tax or Accounting Advice
 Form of Stock Certificate
  11




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Title to Property Headquarters
 Condition of Property Property Properties
 Property Leases
 Disclosure of Legal Matters
  12




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Possession of Intellectual Property Intellectual Property
Rights
 Accounting and Disclosure Controls
 Payment of Taxes
  13




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Insurance
 Environmental Laws EPA
 Hazardous Material CERCLA
  14




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Environmental Statute Governmental Authority
 Environmental Liabilities
 Independent Appraisals and Environmental Reports
 Anti-Discrimination Laws
 ERISA ERISA ERISA Affiliate Code
  15




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Anti-Bribery Laws
 Loans to Certain Related Parties
 Sarbanes-Oxley Act Sarbanes-Oxley Act
 Money Laundering Laws Money Laundering Laws
 Affiliations with CF&Co
  16




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Compliance with Securities Laws
 Rights and Actions Affecting Properties
 Convertible Property Interests
 Finders Fees
 Related Party Transactions
 Investment Company Act Investment Company Act
  17




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Absence of Labor Disputes
 Statistical and Market Related Data
 Federal Tax Status REIT
 Tax Disclosures
 Absence of Business Interruption
 CF&Co Purchases provided, that
  18




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Ineligible Issuer bona fide
 Officers Certificates
  Covenants of the Company and the Partnership
 Registration Statement Amendments provided, however provided, however
 Notice of Commission Stop Orders
  19




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Delivery of Prospectus; Subsequent Changes
 Listing of Placement Shares provided, however,
 Delivery of Registration Statement and Prospectus provided, however,
 Earnings Statement
  20




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Expenses
 Use of Proceeds
 Notice of Other Sales provided
 Change of Circumstances
 Due Diligence Cooperation
 Required Filings Relating to Placement of Placement Shares Filing Date
  21




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Representation Dates; Certificate Representation Date Exhibit 7(m) Exhibit 7(m)
 Legal Opinion Exhibit 7(m) Company Counsel Exhibit 7(n)(i) Exhibit 7(n)(ii) General Counsel Exhibit 7(n)(iii) provided however Reliance Letter
  22




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Comfort Letter Exhibit 7(m) Comfort Letters Initial Comfort Letter
 Market Activities
 Insurance
 Compliance with Laws
 REIT Qualification
 Investment Company Act
 No Offer to Sell
 Payment of SEC Filing Fees
 Undertakings
  23




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Conditions to CF&Cos Obligations
 Registration Statement Effective
 No Material Notices
 No Misstatement or Material Omission
 Material Changes
  24




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Legal Opinions
 Comfort Letter
 Representation Certificate
 No Suspension
 Other Materials
 Securities Act Filings Made
 Approval for Listing
 No Termination Event
 Indemnification and Contribution
 Company Indemnification CF&Co Affiliate
  25




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provided however
 CF&Co Indemnification Company Affiliate
 Procedure
  26




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Contribution
  27




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Representations and Agreements to Survive Delivery
 Termination
 provided, however,
    28




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provided
 provided, however,
 provided, however,
 Business Day
 Successors and Assigns provided however
  29




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Adjustments for Share Splits
 Entire Agreement; Amendment; Severability
 Applicable Law; Consent to Jurisdiction
 Waiver of Jury Trial
 Absence of Fiduciary Relationship .
    30




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Counterparts
 [Remainder of Page Intentionally Blank]
  31




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Very truly yours,DIAMONDROCK HOSPITALITY COMPANYBy:
    /s/ Michael D. SchecterName:
    Michael D. SchecterTitle:
    Executive Vice President, General Counsel
and Corporate SecretaryDIAMONDROCK HOSPITALITY LIMITED PARTNERSHIPBy
    DiamondRock Hospitality Company,
its general partnerBy:
    /s/ Michael D. SchecterName:
    Michael D. SchecterTitle:
    Executive Vice President, General Counsel
and Corporate Secretary  32




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ACCEPTED as of the date
first-above written:
CANTOR FITZGERALD & CO.By:

/s/
Jeffrey LumbyName:
    Jeffrey LumbyTitle:
    Managing Director  33




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SCHEDULE 1
 FORM OF PLACEMENT NOTICE
 From:
    
    []Cc:
    
    []To:
    
    []Subject:
    
    Controlled Equity OfferingPlacement NoticeGentlemen:
 
 *
    
    The Company shall add additional parameters, such as the bracketed text above regarding a
termination date, to the Placement Notice as it may deem necessary at any time. SCHEDULE 1




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SCHEDULE 2
 CANTOR FITZGERALD & CO.
 Peter Dippolito
    
    pdippolito@cantor.comJoshua Feldman
    
    jfeldman@cantor.comJeff Lumby
    
    jlumby@cantor.comDIAMONDROCK HOSPITALITY COMPANYMark Brugger
    
    mark.brugger@drhc.comSean Mahoney
    
    sean.mahoney@drhc.comMichael Schecter
    
    michael.schecter@drhc.com
 SCHEDULE 2




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SCHEDULE 3
 Compensation
  SCHEDULE 3




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SCHEDULE 4
 Subsidiaries
 DiamondRock Hospitality Company
Subsidiaries
 JURISDICTION IN WHICHJURISDICTION OF
    
    QUALIFIED TO DOSUBSIDIARY
    
    ORGANIZATION
    
    BUSINESS1 Bloodstone TRS, Inc.
    
    Delaware
    
    Massachusetts2 DiamondRock Alpharetta Owner, LLC
    
    Delaware
    
    Georgia3 DiamondRock Alpharetta Tenant, LLC
    
    Delaware
    
    Georgia4 DiamondRock Atlanta Perimeter Owner, LLC
    
    Delaware
    
    Georgia5 DiamondRock Atlanta Perimeter Tenant, LLC
    
    Delaware
    
    Georgia6 DiamondRock Bethesda General, LLC
    
    Delaware
    
    Maryland7 DiamondRock Bethesda Limited, LLC
    
    Delaware
    
    Maryland8 DiamondRock Bethesda Owner Limited Partnership
    
    Maryland
    
    N/A9 DiamondRock Bethesda Tenant, LLC
    
    Delaware
    
    Maryland10 DiamondRock Boston Expansion Owner, LLC
    
    Delaware
    
    Massachusetts11 DiamondRock Boston Owner, LLC
    
    Delaware
    
    Massachusetts12 DiamondRock Boston Retail Owner, LLC
    
    Delaware
    
    Massachusetts13 DiamondRock Boston Tenant, LLC
    
    Delaware
    
    Massachusetts14 DiamondRock Buckhead Owner, LLC
    
    Delaware
    
    Georgia15 DiamondRock Buckhead Tenant, LLC
    
    Delaware
    
    Georgia16 DiamondRock Cayman Islands, Inc.
    
    Cayman Islands
    
    N/A17 DiamondRock Chicago Conrad Owner, LLC
    
    Delaware
    
    Illinois18 DiamondRock Chicago Conrad Tenant, LLC
    
    Delaware
    
    Illinois19 DiamondRock Chicago Owner, LLC
    
    Delaware
    
    Illinois20 DiamondRock Chicago Tenant, LLC
    
    Delaware
    
    Illinois
 SCHEDULE 4  1




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DiamondRock Hospitality Company
Subsidiaries
 JURISDICTION IN WHICHJURISDICTION OF
    
    QUALIFIED TO DOSUBSIDIARY
    
    ORGANIZATION
    
    BUSINESS21 DiamondRock East 40th Street NYC Owner Holdings, LLC
    
    Delaware
    
    New York22 DiamondRock East 40th Street NYC Owner, LLC
    
    Delaware
    
    New York23 DiamondRock East 40th Street NYC Tenant, LLC
    
    Delaware
    
    New York24 DiamondRock Frenchmans Holdings, LLC
    
    Delaware
    
    N/A25 DiamondRock Frenchmans Owner, Inc.
    
    U.S. Virgin Islands
    
    N/A26 DiamondRock Griffin Gate Owner, LLC
    
    Delaware
    
    Kentucky27 DiamondRock Griffin Gate Tenant, LLC
    
    Delaware
    
    Kentucky28 DiamondRock Hospitality Limited Partnership
    
    Delaware
    
    Massachusetts29 DiamondRock Hospitality, LLC
    
    Delaware
    
    N/A30 DiamondRock LAX Owner, LLC
    
    Delaware
    
    California31 DiamondRock LAX Tenant, LLC
    
    Delaware
    
    California32 DiamondRock Manhattan/Midtown East Owner, LLC
    
    Delaware
    
    New York33 DiamondRock Manhattan/Midtown East Tenant, LLC
    
    Delaware
    
    New York34 DiamondRock Oak Brook Owner, LLC
    
    Delaware
    
    Illinois35 DiamondRock Oak Brook Tenant, LLC
    
    Delaware
    
    Illinois36 DiamondRock Orlando Airport Owner, LLC
    
    Delaware
    
    Florida37 DiamondRock Orlando Airport Tenant, LLC
    
    Delaware
    
    Florida38 DiamondRock Salt Lake Owner, LLC
    
    Delaware
    
    Utah39 DiamondRock Salt Lake Tenant, LLC
    
    Delaware
    
    Utah40 DiamondRock Sonoma Owner, LLC
    
    Delaware
    
    California41 DiamondRock Sonoma Tenant, LLC
    
    Delaware
    
    California42 DiamondRock Torrance Owner, LLC
    
    Delaware
    
    California
 SCHEDULE 4  2




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DiamondRock Hospitality Company
Subsidiaries
 JURISDICTION IN WHICHJURISDICTION OF
    
    QUALIFIED TO DOSUBSIDIARY
    
    ORGANIZATION
    
    BUSINESS43 DiamondRock Torrance Tenant, LLC
    
    Delaware
    
    California44 DiamondRock Vail Owner, LLC
    
    Delaware
    
    Colorado45 DiamondRock Vail Tenant, LLC
    
    Delaware
    
    Colorado46 DiamondRock Waverly Owner, LLC
    
    Delaware
    
    Georgia47 DiamondRock Waverly Tenant, LLC
    
    Delaware
    
    Georgia48 DRH Austin Owner General, LLC
    
    Delaware
    
    Texas49 DRH Austin Owner Limited, LLC
    
    Delaware
    
    N/A50 DRH Austin Owner Limited Partnership
    
    Delaware
    
    Texas51 DRH Austin Tenant General, LLC
    
    Delaware
    
    Texas52 DRH Austin Tenant Limited, LLC
    
    Delaware
    
    N/A53 DRH Austin Tenant Limited Partnership
    
    Delaware
    
    Texas54 DRH Worthington Owner General, LLC
    
    Delaware
    
    Texas55 DRH Worthington Owner Limited, LLC
    
    Delaware
    
    N/A56 DRH Worthington Owner Limited Partnership
    
    Delaware
    
    Texas57 DRH Worthington Tenant General, LLC
    
    Delaware
    
    Texas58 DRH Worthington Tenant Limited, LLC
    
    Delaware
    
    N/A59 DRH Worthington Tenant Limited Partnership
    
    Delaware
    
    Texas
  SCHEDULE 4  3




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Exhibit 7(n)(i)
 MATTERS TO BE COVERED BY INITIAL OPINION OF
 GOODWIN PROCTER LLP
            1




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provided, however
       3




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Exhibit 7(n)(ii)
 
   The advice set forth herein is not intended for or written to be used, nor can it be used, by
any taxpayer for the purpose of avoiding United States tax penalties that may be imposed on the
taxpayer. The advice contained herein was written to support the issuance and sale of the Shares.
You should seek advice based on your particular circumstances from an independent tax advisor. The
foregoing language is intended to satisfy the requirements under the regulations in Section 10.35
of Treasury Department Circular 230.
     1




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Exhibit 7(n)(iii)
 
 Company Partnership Agreement CF&C
   1.
    
    Except as disclosed in the Registration Statement and the Prospectus, there are
no outstanding (i) securities or obligations of the Company, the Partnership or any
Subsidiary convertible into or exchangeable for any capital stock of the Company, (ii)
warrants, rights or options to subscribe for or purchase from the Company, the
Partnership or any Subsidiary any such capital stock or any such convertible or
exchangeable securities or obligations or (iii) obligations of the Company, the
Partnership or any Subsidiary to issue or sell any shares of capital stock, partnership
interests or membership interests, as applicable, any such convertible or exchangeable
securities or obligation, or any such warrants, rights or options.
 2.
    
    To my knowledge, no actions, suits, proceedings, investigations, legal or
governmental proceedings are pending or overtly threatened to which the Company or the
Partnership or any Subsidiary or any of their directors, officers or employees is a
party or to which the properties, assets or rights of the Company or the Partnership or
any Subsidiary is subject, at law or in equity, before any federal, state, local or
foreign governmental or regulatory commission, board, body, authority, arbitral panel
or agency that are required to be described in the Registration Statement or the
Prospectus.
 3.
    
    Neither the Company nor the Partnership, nor, to my knowledge, any Subsidiary
is (i) in breach of, or in default under (nor has any event occurred which with notice,
lapse of time, or both would constitute a breach of, or default under), its charter,
bylaws, certificate of limited partnership, partnership agreement or other
organizational documents or (ii) in breach or default (nor has any event occurred which
with notice, lapse of time or both would constitute a breach or default) in the
performance or observance of any of its obligations, agreements, covenants or
conditions contained in any license, indenture, mortgage, deed of trust, bank loan or
credit agreement or other agreement or instrument known to me which the Company, the
Partnership or any Subsidiary is a party or by which it or its properties are bound or
affected, except for such breaches or defaults which would not individually or in the
aggregate, have a Material Adverse Effect.
 4.
    
    Each Subsidiary listed on Exhibit A (the Designated Subsidiaries) is
validly existing as a corporation, limited liability company, or limited partnership,
and in good standing under the law of its jurisdiction of organization. Each of the
Designated Subsidiaries is duly qualified
to do business and is in good standing as a foreign corporation in the jurisdictions set
forth opposite its name on Exhibit A hereto.
   1




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5.
    
    Each of the Designated Subsidiaries has the corporate power or limited
liability company power, as the case may be, to conduct its respective business and to
own, lease and operate its respective properties as such business and properties are
described in the Registration Statement and the Prospectus.
 6.
    
    With the exception of its interests in the Designated Subsidiaries, the Company
does not own, directly or indirectly, capital stock or other equity interests in any
other corporation, limited liability company, partnership, joint venture, trust or
other entity.
 7.
    
    The Shares, when issued in accordance with the Agreement against payment of the
consideration set forth therein, will be free and clear of any pledge, lien,
encumbrance, security interest or claim created by the Company.
 8.
    
    The issued and outstanding shares of capital stock of the Company have been
duly authorized and validly issued, and are fully paid and non-assessable.
 9.
    
    The issued and outstanding units of partnership interests or membership
interests of the Partnership and each Subsidiary have been duly authorized and validly
issued, are fully paid and non-assessable, and are owned of record directly or
indirectly by the Company.
 10.
    
    To my knowledge, there are no contracts or documents of a character required to
be filed as exhibits to the Registration Statement or summarized in the Registration
Statement and the Prospectus that have not been so filed, summarized or described.
 11.
    
    The execution, delivery and performance of the Agreement by the Company and the
Partnership and the issuance by the Company of the Shares in accordance therewith will
not, to my knowledge, result in a breach of, or default that would reasonably be
expected to have a Material Adverse Effect under any agreement, license, instrument,
indenture, mortgage or deed of trust known to me to which the Company, the Partnership
or any Subsidiary is a party or by which any of them or their respective properties may
be bound.
 12.
    
    Except as described in the Registration Statement and the Prospectus, to my
knowledge, no agreement grants to any person the right to require the Company to file a
registration statement under the Securities Act with respect to any securities of the
Company owned or to be owned by such person or to require the Company to include such
securities in the securities registered pursuant to the Registration Statement or in
any securities being registered pursuant to any other registration statement filed by
the Company under the Securities Act, except for any such rights that have been waived.
    2




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Goodwin Procter
    3




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Exhibit 7(m)
 OFFICER CERTIFICATE
 DIAMONDROCK HOSPITALITY COMPANY Company Partnership Sales Agreement
   By:Name:Title: