Page 77 - Valor Hospitality Global Overview

TERM SHEET AND FEES

Property Operating Management

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

• Suggested yet negotiable Term: 10 Years with rolling 5 year extensions

• No Termination Fee if for cause

• Termination Fee not for cause: 2 years full annual management fees per hotel based on previous year with a
minimum of _____Rands per hotel

• Base Management Fee: x% (this is generally 3%) of Total Gross Revenues, 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 x% or x
Rands as the hotel ramp up period is experienced.

• Incentive Fee: generally based upon an AGOP (Adjusted Gross Operating Profit – generally considered as GOP less
Base Management Fee) and calculated on a sliding scale of commercial thresholds being achieved.

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