Page 56 - Valor Presentation for Baxter Fain

TERM SHEET AND FEES

Property Operating Management

• Valor Hospitality Partners will assume overall operational management immediately upon the hotel opening.

• Suggested yet negotiable Term: 7 Years with rolling 5 year extensions

• No Termination Fee if for cause

• Termination Fee not for cause: 1 year full annual management fees per hotel based on previous year with a
minimum of $100,000 per hotel

• Base Management Fee: As per excel schedule, ranging from 4% of Total Gross Revenues, to 5% at The Laszlo.

There is also an asset management fee of 0.35% reflected in the model. The fees were determined based on property
size, turnover and the components of this number to be defined, yet assumed to be all aspects of the hotel operations
including accommodations, Food and Beverage, and any other revenue generating facilities yet to be determined and
agreed; excluding cash flow from city incentives. For the first 12 months of the hotel operations, Valor generally
negotiate a minimum monthly fee of the greater of property fee %age or $7,500 as the hotel ramp up period is
experienced. COVID events will be mitigated as much as possible through aggressive sales & marketing strategies.

• Valor will present a full suggested Management Agreement for review immediately upon request