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 3.25% to 4% of Total Gross Revenues, with a rebate of

0.35% reflected in the model, 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.

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